BUSINESS ONLINE BANKING SERVICE AGREEMENT

Transcription

1 BUSINESS ONLINE BANKING SERVICE AGREEMENT This Business Online Banking Service Agreement (this "Service Agreement") is between (Tax ID #) ("you", "your", or the "Member"), the business entities from time to time listed on Schedule A hereto, and TowneBank, as of the date set forth beneath TowneBank's signature on the signature page hereof. Introduction This Service Agreement governs the Member's use of the Towne-Biz Plus service (the "Service") offered by the Bank. As more fully described below, this Service permits the Member, through its Online Banking Manager, to access its Accounts online, and to initiate transactions, engage in other Services, and review account information, with respect to the Accounts. This Service Agreement is executed and delivered pursuant to the terms of, and is governed by, that certain Business Banking Service Agreement between the Member and the Bank (as from time to time amended, supplemented and replaced, the "Master Agreement"). Terms used in this Service Agreement and not otherwise defined herein shall have their respective meanings as set forth in the Master Agreement. Agreement You hereby agree to the following: I. Enrollment. In order for the Member to become a party to this Service Agreement and have the Services provided to the Member, the following procedures must be completed in a satisfactory manner (the following, individually and collectively, being referred to in this Service Agreement as the "Enrollment Process"): a. The Member must have opened a Deposit Account or a Credit Account with TowneBank in accordance with TowneBank's applicable Account Documents. b. For online enrollment, the online form entitled "Towne-Biz Plus Enrollment" must be completed and successfully transmitted to TowneBank. At this time, a copy of this Service Agreement will be available for printing. This Service Agreement must be executed by an authorized signer of the Member, as set forth in the authorizations on file with TowneBank in connection with the opening of the Deposit Account or Credit Account referenced in paragraph (a), above. The executed Service Agreement must be mailed or delivered to: TowneBank, Towne-Biz Plus Enrollment, 6001 Harbor View Boulevard, Suffolk, Virginia After receipt of the executed Service Agreement, we will contact you about login information to be used in connection with the Services. c. For in-person or mail-in enrollment, this Service Agreement must be executed by an authorized signer of the Member, as set forth in the authorizations on file with TowneBank in connection with the opening of the Deposit Account or Credit Account referenced in paragraph (a), above. The executed Service Agreement must be mailed or delivered to: TowneBank, Towne-Biz Plus Enrollment, 6001 Harbor View Boulevard, Suffolk, Virginia After receipt of the executed Service Agreement, we will contact you about login information to be used in connection with the Services. d. TowneBank must receive written notice of any Accounts or Services not to be accessed or used by the Online Banking Manager. Such notice must be received at such time and in such manner as

2 would afford TowneBank a reasonable time to act thereon. Until such notice is received by TowneBank, the Online Banking Manager shall have access to all of the Member's Accounts and be able to use all Services. By completing the Enrollment Process, you represent and warrant to us that all action has been taken as required by the organizational documents of the Member, and applicable law, to authorize the Online Banking Manager to use the Services on behalf of the Member and to enter into this Service Agreement. If we request, you agree to sign a written confirmation evidencing the above, and to provide us with such other documentation as we may request to evidence your identity and your authorization as an authorized signer for the Member. II. III. IV. Online Banking Manager. You will indicate in this Service Agreement one individual from your company as the "Online Banking Manager." The Online Banking Manager generally will be responsible for adding and managing "User Administrators or Users" (additional persons authorized to perform some or all of the responsibilities of the Online Banking Manager), for using the Services (as may be limited from time to time in accordance with Paragraph 1(d)), and adding and deleting other businesses in accordance with Paragraph 4 and Schedule A, as from time to time in effect, attached to this Service Agreement. It is the responsibility of the person or persons executing this Agreement on behalf of the Member (individually or collectively, as applicable, the "Authorized Person") to inform TowneBank, in a timely manner, if you wish to remove a Online Banking Manager from the Service, or if you wish to modify the Online Banking Manager's authorization or account access rights. It is the responsibility of the Online Banking Manager to add User Administrators or Users to the Service, remove User Administrators or Users from the Service, and modify a User Administrator or User's authorization or account access rights. If the Online Banking Manager is unavailable, it is the responsibility of the Authorized Person to perform the above duties. Accounts. All Accounts which, according to the books and records of TowneBank, have the Federal Tax ID number indicated above, will be added to the Service. If you open additional Accounts at TowneBank with the Federal Tax ID number indicated above, those Accounts may be automatically added to the Service. If you do not want new Accounts added, you will be responsible for notifying TowneBank by calling (757) or sending a message through the secure messaging system which is part of the Service. Use of Online Banking Service for Multiple Businesses. If the Authorized Person is authorized to enter into a Business Online Banking Service Agreement for a business other than the Member, and if you want to link the accounts of the other business to the Accounts covered by this Agreement, the Authorized Person may do so by indicating such business and its Federal Tax ID number on Schedule A hereto. All Accounts which, according to the books and records of TowneBank, with the name and the Federal Tax ID number indicated on Schedule A hereto, may be added to the Service. If the business opens additional Accounts at TowneBank with the Federal Tax ID numbers indicated on Schedule A, those Accounts may be automatically added to the Service. Upon doing so, at the Authorized Person's risk, your risk and that of the other business, but not of TowneBank, (i) a common user ID and password may be used for the Service for all linked accounts, and (ii) said other business, acting through the Authorized Person as authorized signer, agrees to be bound by the terms and conditions of this Service Agreement and the Master Agreement. The Authorized Person may link accounts in this manner only if (i) the other business has opened a Deposit Account or Credit Account with TowneBank in accordance with TowneBank's applicable Account Documents, and (ii) the Authorized Person is authorized, in accordance with said Account Documents, to have full access to the accounts of the other business and obtain the Service for said other accounts. The Online Banking Manager for the Company must also be the Online Banking Manager for said other business. The Authorized Person further agrees to inform TowneBank if the Authorized Person's authority over any such linked account changes in any way. TowneBank is not liable if the Authorized Person's authority over any such account changes until it is informed of the change in authority and after TowneBank has been given a reasonable time to act. If we request, the Authorized Person agrees to sign a written confirmation evidencing the above, and to provide us with such other documentation as we may request to evidence the Authorized Person's identity, the Authorized Person's authorization as an authorized signer for the other business, and the agreement of the other business to enter into the Service Agreement and the Master Agreement. For purposes of Paragraph 3 and this Paragraph 4, the Authorized Person is executing this Service Agreement individually as well as on behalf of the Member. Other businesses may be added or deleted by the Authorized Person's sending to TowneBank a message through the secure messaging

3 system which is part of the Service, containing the information set forth on Schedule A as to said business. Upon receipt of said secure message, we will send to you a completed replacement Schedule A. Upon receipt thereof, the Authorized Person shall review the proposed replacement Schedule A, make any corrections thereto, and deliver the same to TowneBank. Until such time as said replacement Schedule A, duly executed by the Authorized Person, is received by TowneBank, and a sufficient amount of time has passed for TowneBank to act thereon, the then existing Schedule A shall remain in effect. V. Fees and Charges. You agree to pay the fees and charges set forth in TowneBank's Treasury Services Fee Schedule, as from time to time in effect. You hereby authorize TowneBank to automatically debit the Billing Account as and when the same fees and charges shall become due and payable. You understand that you are directly responsible for all costs associated with the establishment and ongoing maintenance of the Service.

4 BUSINESS ONLINE BANKING SERVICE AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be executed by their duly authorized officers: ACKNOWLEDGEMENT MEMBER: BY: (Authorized Person - Printed Name) (Authorized Person - Signature) TITLE: DATE: TOWNEBANK: BY: (Printed Name) (Signature) TITLE: DATE: (*If account requires two signatures) BY: (Authorized Person 2 - Printed Name) (Authorized Person 2 - Signature) TITLE: Reminder: The Authorized Person(s) is that individual(s) with authority to sign account agreements and contracts on the Member's Corporate Bank Resolution. For internal use only: Received By: Date: Resolution Verified by: Coded: CRM Added: Sent:

5 BUSINESS ONLINE BANKING SERVICE AGREEMENT Schedule A Online Banking Manager First Name: Member: Online Banking Manager's Phone #: Online Banking Manager's Address: Online Banking Mgr Last Name: Tax ID: Online Banking Manager's Birth City: Online Banking Manager's Date of Birth: Online Banking Manager's User ID: Name of additional businesses to enroll (If Applicable) Tax Identification Number (Account Ownership) IMPORTANT: PLEASE READ! Be sure to have an authorized company officer sign this form, then mail to: TowneBank Towne-Biz Plus Enrollment 6001 Harbour View Blvd. Suffolk, VA Once the signed agreement is received, we will contact you within 1-2 business days to provide you with login information for your account(s). Signature: (Authorized Person - Signature) Signature: (Authorized Person 2 - Signature)

6 ***PLEASE KEEP FOR YOUR RECORDS*** Online Account Best Practices Checklist We value your online safety and security and want to make you aware of best practices when transacting business online. Please use this check list as a reference to help mitigate your risk related to online account transactions. Account Control best practices (including but not limited to): 1. Reconcile and review all banking transactions on a daily basis, especially near the end of the day. 2. Perform all ACH and Wire Transfers under dual control- have one transaction originator and a separate transaction authorizer to ensure maximum control. Computer systems best practices (including but not limited to): 1. If possible, conduct all online banking activities from a stand-alone, hardened and completely locked down computer system. This is particularly important if you transact high value or large numbers of online transactions. This computer should not be used for , social networking or web browsing. 2. Opening s, opening attachments or clicking on links embedded in suspicious s could expose your system to viruses and malware that could hijack your computer and your online account access. 3. Be cautious when opening s, especially when they appear to be from a financial institution, government department or other agency. Consider adjusting your settings so that you do not automatically download images. 4. Never share usernames, passwords, PIN codes or similar information. 5. Install a dedicated, actively managed firewall, especially if you have a broadband or dedicated connection to the Internet, such as DSL or cable. A firewall limits the potential for unauthorized access to a network and computers. 6. Limit administrative rights on users' workstations to help prevent the inadvertent downloading of malware or other viruses. 7. Install commercial anti-virus and desktop firewall software on all computer systems. Free software may not provide protection against the latest threats compared with an industry standard product. 8. Ensure virus/spyware protection and security software are updated regularly and frequently. 9. On a regular basis update all computer software and operating systems to protect against new security bugs (patch management practices). Perform network scanning to discover overlooked bugs and security vulnerabilities. 10. Adopt advanced security measures by working with consultants or dedicated IT staff. Utilize resources available through trade organizations and agencies that specialize in helping businesses such as the BBB, SBA, FTC, NIST, IC3 and NACHA. 11. Clear the browser cache before and after an Online Banking session. This helps eliminate copies of web pages that have been stored on the hard drive. Online Best Practices (including but not limited to): 1. Provide continuous education and communication to employees using online banking systems. This will help to ensure they understand the security risks related to their duties. 2. Create a strong password with at least 10 characters that include a combination of mixed case letters, numbers and special characters and change that password regularly. Passwords should not be stored on the device used to access online banking.

7 3. Your company administrator should consider having two sets of login credentials. One should be used strictly for administrative purposes (adding new users, resetting passwords, etc.), and the other should be used for everyday transactions (viewing account activity, paying bills, etc.). 4. Use tokens for online transactions to provide an additional layer of authentication. 5. Use dual-control when setting up new users. This will help ensure that the appropriate users are being added to the system. 6. Prohibit the use of "shared" usernames and passwords for online banking systems. 7. Do not use the same password for multiple sites. 8. Remind your staff to NEVER share login information with third-party providers. TowneBank will never ask you to provide your login information. 9. Verify the use of a secure session. Make sure your browser says 'https' and not 'http' for all Online Banking sessions. Do not ignore security warning messages or bypass them without fully understanding their meaning. Contact the bank with any questions. 10. Encourage your staff NOT to take advantage of automatic login features. It is best to type in your User ID and Password each time you login, instead of using systems that pre-populate the login fields. 11. Never leave a computer unattended while using Online Banking. For most systems, you can adjust the timeout feature to something that is appropriate for the type of work that you are conducting online. 12. Never access Online Banking, or any other financial services at Internet cafes, public libraries, or other untrusted public networks. Unauthorized software may have been installed on these public machines, and could be trapping account information without your knowledge. Business Banking Service Agreement This Business Banking Service Agreement (as from time to time modified and supplemented, this "Agreement") contains the general terms and conditions of all Services (defined below) and, together with an individual Service Agreement, sets forth the terms and conditions applicable to the related Service. You do not have to sign this Agreement, but once you have executed a Service Agreement, you have agreed to the terms and conditions of this Agreement, as from time to time in effect. Each reference in this Agreement to "TowneBank," "we," "us," or "our" refers to TowneBank, a Virginia banking corporation, and each reference to "you" and "your" refers to each depositor, borrower, or authorized user for an Account who is now or hereafter enrolled in any one or more of the Services. I. DEFINITIONS. The following terms, as used in this Agreement, have the following meanings: A. "Account" and "Accounts" have the meaning set forth in Section II(C). B. "Account Documents" means this Agreement, the Service Agreements, and any other agreement, fee schedule, operational procedures and instructions, customer setup form (and any document of similar purpose as the foregoing), together with all riders, schedules, exhibits and appendices thereto, which now or hereafter evidences, governs, secures or guaranties the obligations of the parties thereto, including any deposit agreement, securities account agreement, security agreement, guaranty, or loan agreement, and all renewals, extensions and modifications thereof and substitutions therefor. "Account Documents" includes any of the foregoing which are provided to you by electronic communication in a format that allows visual text to be displayed on equipment. C. "Billing Account" means the Account, if any, designated by you in a Service Agreement as the Account to be billed for fees and charges in connection with the related Service. D. "Business Days" means Monday through Friday, excluding TowneBank s holidays.

8 E. "Electronic Service" means a Service other than a Paper-Based Service. F. "Entry" has the meaning given that term in the Rules. G. "Entry Instruction" means any instruction initiated by you to us for an Entry. H. "Online Transfers" has the meaning set forth in Section II(E)(1). I. "Paper-Based Service" means a Service, the subject of which is one or more transactions which are evidenced by checks or other negotiable instruments subject to Articles 3 and 4 of the UCC. J. "Rules" means at any time the Operating Rules and the Operating Guidelines published by the National Automated Clearing House Association, the Electronic Payments Network, or other automated clearing house association used by the Bank, as in effect at such time. K. "Security Procedure" has the meaning set forth in Section II(B). L. "Service" means any service described in a Service Agreement or this Agreement to be provided to you. M. "Service Agreement" has the meaning set forth in Section II(A). N. "Service Provider" means any person with whom we have in effect an agreement whereby said person agrees to perform any or all of our obligations under this Agreement and any Service Agreement with respect to the related Service. The term "Service Provider" also includes any person with whom a Service Provider has in effect a similar agreement with respect to said Service, and the successors of each of the foregoing persons. O. "UCC" means at any time the Uniform Commercial Code as the same may from time to time be in effect in the Commonwealth of Virginia, provided that, if, by reason of mandatory provisions of law, a Service, or any portion thereof, or a transaction, or any portion thereof, contemplated hereby or performed in accordance herewith, is governed by the Uniform Commercial Code as in effect in a jurisdiction other than Virginia then, as to said Service or transaction (or portion of either), "UCC" shall mean the Uniform Commercial Code in effect in such other jurisdiction. P. Except as otherwise specifically set forth in this Section or elsewhere in this Agreement, uncapitalized terms used in this Agreement and defined in the UCC or the Rules have the meanings of such terms as defined in the applicable sections of the UCC or the Rules, as the case may be. Terms specifically defined in other Sections of this Agreement shall have the meanings given to such terms in such Sections. Terms defined in the singular shall have their same definitions in the plural, and vice-versa. Section headings are for convenience only and are not to be considered as part of this Agreement or in any interpretation of any provision hereof. II. THE SERVICES A. Service Agreements. The terms of each Service shall be evidenced by an agreement between you and TowneBank, which shall, among other things, incorporate the terms of this Agreement by reference (each, a "Service Agreement"). We shall have no obligations with respect to any Service until such time as we accept a fully completed and duly executed form of Service Agreement with respect to said Service. Any conflict between a provision as set forth in a Service Agreement and the same provision as set forth in this Agreement shall be resolved in favor of such provision as set forth in said Service Agreement. Any conflict between a provision as set forth in a Service Agreement or this Agreement and the same provision as set forth in any other Account Document shall be resolved in favor of such provision as set forth in said Service Agreement or this Agreement.

9 B. Security Procedures. With respect to certain of the Services, this Agreement or a Service Agreement shall set forth certain procedures (each a "Security Procedure") designed to maintain the security of the information and transactions contemplated by the Service. It is possible for any Service to have more than one Security Procedure available. You accept each Security Procedure designated herein or in the related Service Agreement as commercially reasonable for your purposes. You hereby authorize us to rely on such Security Procedure as your signature and authorization to release requested information about your Accounts, and further authorize us to act upon all payment orders and other instructions, and other communications received, that have been properly verified by means of the Security Procedure. If we comply with a Security Procedure in verifying a payment order or other instruction issued in your name, we shall be entitled to act on said instruction on your behalf. We shall not be obligated to establish the identity of the person giving said instruction. If we take any action not provided in the Security Procedure to verify the authenticity or content of any payment order or other instruction, such additional action shall not be deemed to become part of the Security Procedure no matter how often we take such additional action. In addition to any similar rights given to us in this Agreement and any Security Procedure, we reserve the right generally to reject or delay acceptance of any instruction or communication which we, or our Service Provider, in good faith believe is not properly authenticated, contains incorrect, ambiguous, or missing information, or cannot or should not be processed. We will provide you with notice of any rejected instruction or communication. We or our Service Provider may cancel the identification numbers or passwords associated with any Security Procedure if we or it has reason to suspect improper use thereof. Prior to cancellation, we may confer with you, unless in our opinion it would be impracticable or imprudent to do so under the circumstances. Nothing in this subsection (B) shall be construed to require us or our Service Provider to reject or delay any such acceptance, or to make any investigation or inquiry with respect thereto, unless specifically required by a Security Procedure. You agree that the applicable Security Procedure is designed to verify the authenticity of an Entry Instruction, payment order or instruction, and not to detect errors in transmission or content, including duplicate transmissions. You agree that neither TowneBank nor its Service Provider shall be responsible for detecting errors in transmission or content. C. Accounts. 1. You agree to use the Services solely in connection with each deposit account (each, a "Deposit Account") and each loan account (each, a "Credit Account") maintained by you with TowneBank and designated by you in the related Service Agreement or subsequently designated by you in a modification to a Service Agreement (collectively, the "Accounts"), except as otherwise expressly provided in this Agreement or as otherwise expressly permitted by us from time to time. Under this Agreement or any Service Agreement, there may be multiple Accounts. You may add any Account for which you or all of you (if more than one) are depositor, borrower, authorized signer, or authorized user, by notifying TowneBank or by visiting any TowneBank branch office. If you close or delete the only checking account designated for a Service, you may no longer be able to use that Service. 2. If a person authorized to access your Account in connection with a Service is also authorized to enter into an agreement for TowneBank online banking Service for another entity, and if you want to link the Accounts of the other entity to the Accounts covered by this Agreement, you may do so by written request to the Bank and in accordance with the Service Agreement for our business online banking Service. Such Accounts would be linked at your risk and that of the other entity or person, but not of the Bank, a common user ID and password may be used for TowneBank online banking Service for all linked Accounts. Only someone authorized to link the Accounts of the different entities may do so. You further agree to

10 inform the Bank if such person no longer has authority over any linked Account. TowneBank shall not be liable for any person s lack of authority over any Account until it is informed of the change in authority. 3. You expressly authorize us to debit the appropriate Deposit Account in the amount of any transaction initiated through any Service by you or by any other person who is authorized to use your password or other Security Procedure, or to access said Account. You agree that we may treat any such transaction from a Deposit Account the same as a duly executed written withdrawal, transfer, or check and that we may treat any such transaction to a Deposit Account the same as a deposit, all in accordance with the terms of this Agreement and your deposit agreement(s) with us. 4. Your ability to initiate transfers between Deposit Accounts may be limited by federal law or by the terms of your deposit agreement with us. Withdrawals from Deposit Accounts that are savings or money market deposit accounts are limited as required by federal regulation. You agree that we may, without notice or other obligation to you, refuse to make any transaction for security reasons or as otherwise expressly provided in this Agreement or your deposit agreement(s) with us. 5. We agree to correct any error made in crediting or debiting any Account by making the appropriate adjustment to your Account balance. You agree to repay promptly on demand any amount credited to your Account in error, and you authorize us to initiate a debit transfer to any Account to obtain payment of any erroneous credit. 6. The Deposit Account statements or other notices provided to you by us, whether by U.S. mail or by use of the electronic statement Service, will notify you of (a) the execution of transfers and the debits to the Deposit Account made with respect to such transactions and (b) amounts debited by TowneBank from the Billing Account or any other Account for payment of the Services or other charges pursuant to this Agreement. You agree that we will not be required to provide any other notice to you of the execution of any transaction. You agree to examine promptly each statement for a Deposit Account and to promptly report any discrepancies between your records and the Deposit Account statements or any other notices mailed or sent to you by other means (e.g., electronic transmission) by TowneBank to you, as provided in Section III. 7. You may access the Accounts through TowneBank s online banking Service 24 hours a day, seven days a week, except that TowneBank may perform regular maintenance on our systems or equipment, which may result in errors or interrupted service. We may also find it necessary to occasionally change the scope of our Services. TowneBank cannot guarantee that we will be able to provide notice of such interruptions and changes, although we will attempt to provide such notice. 8. If you fail to pay when due any sum owing to us, we are hereby authorized at any time and from time to time, without notice to you (such notice being expressly waived), to set off and apply any and all deposits and other indebtedness at any time owing to us by you, or held by us for the credit of your account, against all obligations now existing or hereafter matured or unmatured, arising under this Agreement and any Service Agreement. Our rights under this paragraph are in addition to any other rights and remedies (including, without limitation, other rights to set off) that may be provided under this Agreement and any other Account Document, and under law and equity.

11 D. Time of Certain Bank Transactions; Posting; Funds Availability. If you initiate a Deposit Account transfer of available funds or a regular loan payment with available funds on or before eight (8:00) p.m. Eastern Time on a Business Day by Online Transfer, the Online Transfer will be posted to the Account(s) on the same Business Day. If you initiate an Online Transfer after eight (8:00) p.m. Eastern Time on a Business Day, a weekend, or TowneBank holiday, such Online Transfer will be posted on the following Business Day. The following sets forth our schedule for posting and funds availability (intervening holidays will alter this schedule): If Online Transfer is initiated before 8:00 p.m. Eastern Time: Funds will be posted on: Monday Monday Tuesday Funds will be available on: Tuesday Tuesday Wednesday Wednesday Wednesday Thursday Thursday Thursday Friday Friday Friday Saturday Saturday Monday Tuesday Sunday Monday Tuesday Except as expressly otherwise provided in this Section, transferred funds will be available for transfer and withdrawal as provided in our Schedule of Funds Availability (the "Schedule of Funds Availability"). The schedules provided in this Section are subject to the provisions of subsection (E)(2) of this Section and of Section III. Different cutoff times apply to wire transfer requests and ACH transfers/payments originated through your online banking Service. Cutoff times will be provided when you enter into the wire transfer Service Agreement and/or ACH origination Service Agreement. E. Certain Services. 1. Online Banking. In accordance with the Service Agreement for TowneBank s online banking Service, entitled "Business Online Banking Service Agreement", you may use TowneBank online banking Services to initiate electronic fund transfers from one Deposit Account that is a checking, savings or money market deposit account to any other Deposit Account that is a checking, savings or money market deposit account, or to any Credit Account at TowneBank, as provided in said Service Agreement. These types of transactions are referred to in this Agreement as "Online Transfers." The online banking Service provided by TowneBank may also allow you to: a. View current balance information for your linked TowneBank Deposit Accounts and Credit Accounts; b. Transfer funds between any Deposit Accounts, such as checking, savings or money market deposit accounts; c. Receive and download balance and transaction history that is available on the system;

12 d. Make payment from any Deposit Account to any Credit Account at TowneBank; e. Pay bills, via online bill payment Service; f. Make stop payment requests on checks; g. Receive secure messages from and transmit secure messages to TowneBank, all as described in this Agreement and the Software; h. Request outgoing wire transfers, with recommended dual security feature (A Wire Transfer Service Agreement will need to be entered into between the Company and TowneBank before this option will be made available; i. Request ACH transfers/payments (An ACH Origination Agreement will need to be entered into between the Company and TowneBank before this option will be made available.); j. Manage "User Administrator s" or "User s" authority for Services listed; k. Request positive pay Service for checks (a Positive Pay Service Agreement will need to be entered into between the Company and TowneBank before this option will be made available.); l. View online images of certain transactions; and m. View online statements. See Schedule A for TowneBank s Security Procedures and Confidentiality Terms for the online banking Service. 2. Funds Transfers. With respect to a Service governed by Article 4A of the UCC: a. We will use reasonable efforts to act on a recall, cancellation or amendment request that has been initiated by an authorized signer or pursuant to the related Security Procedure, provided we have reasonable opportunity to do so prior to execution of the payment order, but we will not be liable for any loss, liability, claim or expense if such recall, cancellation or amendment is not effected. You shall be responsible for and shall be liable to us and shall pay on demand for any loss, liability, claim or expense (including attorneys fees) we may incur in connection with assisting you in the recall, cancellation or amendment of a payment order. b. We will receive and process payment orders only on our funds transfer business days and within our established cut-off hours, which we may revise from time to time upon prior notice to you. Payment orders received after our cut-off hours may, at our sole discretion, be considered received and may be processed on our next funds transfer business day. We may record all telephone communications received.

13 c. Subject to the preceding subsection, we shall execute each accepted payment order by the payment date of the order. You shall be responsible to remit the amount of the payment order to us upon execution thereof. You shall be responsible for identifying the routing of all funds transfers made pursuant to any payment order, or shall be deemed to have appointed us to do so on your behalf. We may use any appropriate funds transfer system or communications system in executing, paying or transmitting payment orders, including CHIPS, FedWire and SWIFT. You and TowneBank agree to comply with and be bound by the rules of any such funds transfer system through which a payment order may be executed, paid or transmitted. d. In executing a payment order, TowneBank, as well as all other originating and receiving banks (including the beneficiary s bank) are authorized to and may rely on the identifying or bank account number of an intermediary bank, beneficiary s bank or beneficiary as proper identification of the intermediary bank, beneficiary s bank or beneficiary, even if the number (no matter where located on the payment order) identifies a person different from the bank or beneficiary identified by name. You shall be responsible for and shall be liable to us for any loss, liability, claim or expense (including attorneys fees) we may incur in relying on the designated identifying or bank account number. e. As more specifically set forth in the Service Agreement for our wire transfer Service, if you issue a payment order for payment outside the U.S. in a currency other than U.S. dollars, we shall, in the absence of a foreign exchange contract with us to the contrary, debit your Account for the U.S. dollar equivalent of the amount of the foreign currency transferred, at our then prevailing sell rate of exchange. Where applicable, you accept the risk of a fluctuation in currency exchange rates prior to finalization of the transaction. You understand that if the beneficiary s bank is instructed to pay in a currency other than its local currency, payment will normally be made by the beneficiary s bank at its rate of exchange on the date of its payment. In connection with each money transfer, you shall comply with all local currency restrictions and any other local law governing the transaction. 3. ACH Transactions. a. You have access to a copy of the Rules at all of our branch locations and ACH rules can also be accessed at no charge by visiting You agree to comply with and be bound by the Rules. b. You warrant to us all warranties we are deemed by the Rules to make with respect to entries originated by you. Without limiting the foregoing, you warrant and agree that:

14 i. each Entry is accurate, is timely, has been authorized by the party whose account will be credited or debited and otherwise complies with the Rules; ii. each debit Entry is for a sum which, on the settlement date with respect to it, will be owing to you from the party whose account will be debited, is for a sum specified by such party to be paid to you, or is a correction of a previously transmitted erroneous credit Entry; iii. you have complied with all prenotification requirements of the Rules which include sending prenotifications six (6) banking days prior to the first production Entry and action on any changes or returns resulting from these prenotifications; iv. you will comply with the terms of the Electronic Funds Transfer Act, if applicable, or UCC Article 4A, if applicable, and shall otherwise perform its obligations under this Agreement and the related Service Agreement in accordance with all applicable laws and regulations; v. you will retain the original or copy of the customer authorization record as required by the Rules for a period of not less than two (2) years after termination or revocation of such authorization and will, upon our request, furnish such original or copy to us; vi. you may not act as an agent between any other person and us for purposes of ACH origination; and vii. you will comply with U.S. law in regards to origination of ACH Entries including but not limited to sanctions enforced by the Office of Foreign Assets Control ("OFAC"). It shall further be your responsibility to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at OFAC.) viii. We shall have the right to audit any records for compliance with the agreements and Rules relating to ACH Entries originated by you. ix. In addition to any other termination or suspension rights in any agreement, we shall have the right to immediately terminate or suspend ACH Services for breach of the Rules. x. You acknowledge that the ACH transactions originated are restricted to the standard entry class (SEC) codes detailed in Attachment 5 of the ACH Service Agreement. xi. You acknowledge that the Rules make provisional any credit given to you for any debit Entry originated until we receive final settlement from the financial institution debiting the account specified in the Entry. If we do not receive final settlement, we are entitled to a refund from you and you shall be deemed to have not been paid by the party named in the Entry. xii. We shall reject any Entry, including an on us Entry, which does not comply with the requirements of the Rules, this Agreement, or the related Service Agreement, and may reject any Entry if you are not otherwise in compliance with the terms therewith. We shall notify you by telephone of such

15 rejection no later than the Business Day such Entry would otherwise have been transmitted by us to the ACH or, in the case of an on us Entry, its effective entry date. We shall have no liability to you by reason of the rejection of any Entry or the fact that such notice is not given at an earlier time than that provided for herein. We shall retain the right to reject any on us transaction for any valid reason such as but not limited to insufficient funds or revoked authorization. xiii. We shall notify you electronically of the receipt of a returned entry or Notification of Change NOC) no later than one business day after the business day of such receipt. notifications will instruct you to review the information by logging into achedi.com. We shall have no obligation to re-transmit a returned Entry if we complied with the terms of this Agreement and the related Service Agreement with respect to the original Entry. If your customer returns any transaction, then it is your responsibility to collect any funds that are owed. In the event an Entry is returned for correction, you agree to make said correction before transmitting a subsequent live Entry to the receiver. You agree not to originate a transaction where authorization has been revoked. xiv. You may or request that we initiate a reversing Entry or file of Entries as permitted by the Rules. xv. The periodic statement we issue for your Account will reflect Entries credited and debited to that Account. You agree to notify us within a reasonable time not to exceed thirty (30) days after you receive a periodic statement of any discrepancy between your records and the information in the periodic statement. xvi. Due to the ever-changing technological environment in which business and commerce operate, we from time to time may supply to you hardware and software upgrade requirements or alternative electronic delivery methods for the Service. We will establish a reasonable conversion time frame for you to convert to the new technology configuration. You are solely responsible for all expenses incurred to maintain the hardware and software compatibility level with us. xvii. In the event you cannot create or transmit an ACH file due to hardware or communications outage, it is your responsibility to have contingency procedures in place. In the event we cannot process the file through normal channels, every effort will be taken by us to find alternate means to process the file. 4. Stop Payments. a. With respect to Paper-Based Services, notwithstanding anything to the contrary contained in this Agreement, any Service Agreement, or any other Account Document, we will use reasonable efforts to act on a stop payment or stop removal request that has been initiated pursuant to any such Service, but we will not be liable for any loss, liability, claim or expense if such stop payment or stop removal

16 is not effected due to the absence of reasonable opportunity on our part to do so prior to the processing of the applicable item, including if you do not provide sufficient information on the item to allow us to effect the order within the necessary time. You shall be responsible for and shall be liable to us and shall pay on demand for any loss, liability, claim or expense (including attorneys fees) we may incur in connection with our assisting you to stop payment or to remove a stop on any check. b. With respect to Electronic Services, notwithstanding anything to the contrary contained in this Agreement, any Service Agreement, or any other Account Document, we will use reasonable efforts to act on a stop payment or stop removal request that has been initiated pursuant to any such Service, but we will not be liable for any loss, liability, claim or expense if such stop payment or stop removal is not effected due to the absence of reasonable opportunity on our part to do so prior to the processing of the applicable item, or if said order cannot be verified pursuant to an agreed upon Security Procedure, if any. You shall be responsible for and shall be liable to us and shall pay on demand for any loss, liability, claim or expense (including attorneys fees) we may incur in connection with our assisting you to stop payment or to remove a stop on any transaction. c. With respect to all Services, a stop payment order shall be valid for six months unless renewed. 5. Electronic Messages. You may use TowneBank s online banking Service to send an electronic message ("message") to us and to receive a message(s) from us. In addition, you may request that our customer service personnel share an on-line session with you in order to troubleshoot problems and answer any questions you may have regarding a Service or an Account. Since no security information need be passed along to us in order to do this, these collaborative sessions are secure. Neither the message service nor the shared online sessions may be used to make Online Transfers between Accounts. Message(s) transmitted by you to us via TowneBank online banking often will not be delivered to us immediately. If you need to contact us immediately to stop payment, to report an unauthorized use of your password, to report unauthorized access to an Account, or for any other reason, please contact your nearest TowneBank branch. We will not be responsible for acting on or responding to any message request made through TowneBank online banking until we actually receive your message and have a reasonable opportunity to act. You should check your message center regularly; we will attempt to notify you by message in the event of any technical difficulties or other occurrence that my affect your use of TowneBank online banking. 6. Additional Services. We may, from time to time, make additional Services available. We will notify you of the availability and terms of these new Services. By using these additional Services when they become available, you agree to be bound by this Agreement, the related Service Agreement and any additional instructions, procedures and terms provided to you with respect to each of these new Services.

17 7. Bank Records. Our records (written, electronic and telephone recordings) of any transaction will be accepted as correct unless you prove an error. III. LIABILITY; INDEMNIFICATION. A. TowneBank s Liability for Failure to Make or Stop Certain Transactions. If we do not comply with an instruction or order, or complete a transaction in connection with an Electronic Service or Paper-Based Service to or from an Account in a reasonable amount of time or in the correct amount according to our agreement with you, we will only be liable for your direct losses or actual damages, except in the following instances, where we shall not be liable for any damages: 1. If, through no fault of ours, you do not have enough money in the Account (or any linked Account) to make the transaction. 2. If the transaction would go over the credit limit on any check overdraft protection line of credit account linked to the Deposit Account. 3. If you have not completely and properly followed the terms of this Agreement, the related Service Agreement, or other instructions provided by us or the Service Provider regarding how to effect the transaction. 4. If any data or instruction transmitted by TowneBank online banking are inaccurate or incomplete. 5. If you do not initiate a transaction according to the time limits set forth in this Agreement or the related Service Agreement, or if the payment amount requested is less than the full amount due. 6. If the payment has been transferred from the Deposit Account to a third party, including, without limitation, any third party through which payment is made and any payee or its financial institution. 7. If the applicable hardware or software, or the Service Provider, or any part of the TowneBank online banking system or other operating system, was not working properly and you knew about the breakdown when you started your transaction. 8. If circumstances beyond our control, such as an act of God, failure, delay, or error on the part of any third-party service provider (including, without limitation, the Service Provider, the United States Postal Service or any other delivery service), power outage, difficulty with telephone or cable lines or satellite communications, difficulty with any hardware, software, or the Service Provider, computer virus or related problem, or cessation of the operation of the Service Provider or the arrangement between TowneBank and the Service Provider, prevent or delay the transaction, despite reasonable precautions that we have taken. 9. If your funds are being held or frozen or are subject to legal proceedings. 10. If the funds in the Deposit Account are unavailable (funds are only conditionally credited until they become available for withdrawal). 11. If your password, or other similar Security Procedure, or portion of a Security Procedure, has been reported lost or stolen or if we have any other reason to believe that a transaction

18 may be erroneous or unauthorized, or if we are unable to determine whether you are complying with the Security Procedure. 12. If you have exceeded the limitations on the number of withdrawals or transfers allowed during the statement period for the type of Deposit Account you have with us (e.g., certain types of savings accounts, including money market deposit accounts). 13. If the Deposit Account has been closed. If we do not receive the necessary transfer information from you or any third party, or if such information is incomplete or erroneous when received by us. There may be other exceptions stated in this or other applicable agreements that we may have with you. B. Limits on TowneBank s Liability. Our liability for transactions made to or from Deposit Accounts may also be governed by other Sections of this Agreement. If any provision herein is inconsistent with any provision of applicable law that cannot be varied or waived by agreement, the provisions of applicable law shall control. To the fullest extent permitted by applicable law, you agree that we will have no liability whatsoever for any loss, liability, claim or expense arising out of or in connection with any delay or failure in the performance of any Service in accordance with the terms of this Agreement or the related Service Agreement, including but not limited to, that which results from our negligence. Our duties and responsibilities to you are strictly limited to those described in this Agreement and the Service Agreements to which we are parties, except with respect to any provisions of the law that cannot be varied or waived by agreement. In no event will TowneBank be liable for any consequential, special, or punitive damages or for any indirect loss that you may incur or suffer in connection with any Service (even if TowneBank has been informed of the possibility of such damages), including, without limitation, attorneys fees. The Service Provider is an independent contractor and not TowneBank s agent. TowneBank s sole duty shall be to exercise reasonable care in the initial selection of the Service Provider. YOU ACKNOWLEDGE THAT NO EXPRESS OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS OR A PARTICULAR PURPOSE, IS MADE BY TOWNEBANK WITH RESPECT TO ANY OPERATING SYSTEM, INCLUDING WITHOUT LIMITATION THE TOWNEBANK ONLINE BANKING SERVICE OR ANY SOFTWARE, AND TOWNEBANK HEREBY DISCLAIMS ALL SUCH WARRANTIES. The only warranties are those provided by the licensor of any related software and are set forth on the related software package. To the fullest extent permitted by applicable law, and without limiting the generality of the foregoing, TowneBank shall not be liable at any time to you or any other person for any loss, charge, fee, penalty, expense or other damage resulting from any failure or delay of the performance of TowneBank s responsibilities under this Agreement which is caused or occasioned by any act or thing beyond TowneBank s reasonable control, including, without limitation, legal restraint, interruption of transmission or communication facilities, equipment failure, electrical or computer failure, war, emergency conditions, acts of God, fire, storm, or other catastrophe, or inability to obtain or delay in obtaining wire services or Internet access, or refusal or delay by the Service Provider or another bank or financial institution to execute any bank transfer or bill payment. In addition, TowneBank shall be excused from any failure or delay in executing a bank transfer or bill payment, if such execution would result in the violation of any applicable state or federal law, rule, regulation or guideline. To the fullest extent permitted by applicable law, you agree that TowneBank shall not have any liability whatsoever for any loss, liability, claim or expense caused by the act, error, or omission of you or any other person, including, without limitation, the Service Provider, any Internet access service provider, any federal reserve bank or transmission or communications facility or any intermediary or receiving financial institution, and no such person shall be deemed TowneBank s agent.