Effective 01/24/2016 ADDENDUM F COMBINED COMERICA WEB PAY EXPRESS AND COMERICA WEB INVOICING TERMS AND CONDITIONS This Addendum F is incorporated by this reference into the Comerica Web Banking Terms and Conditions ( Terms ). Capitalized terms used in this Addendum F and not defined in this Addendum F will have the meanings assigned in the Terms. Also, the terms and conditions of this Addendum F supplement and modify, to the extent provided in this Addendum F, the Terms. In the event that this Addendum F is inconsistent with the Terms, then the terms of this Addendum F will govern (to the extent of the inconsistency). This Addendum F provides the terms and conditions for our small business payments service ( Comerica Web Pay Express ) and our web invoicing service for small business ( Comerica Web Invoicing service ) which allows you to: (i) transfer funds from one or more of your checking or money market deposit accounts held at Comerica Bank to one or more third parties who hold a deposit account with Comerica Bank or with another financial institution located in the United States; (ii) give instruction for accepting incoming electronic payments from third parties (commonly referred to as incoming electronic payments); (iii) have one or more third parties who hold a deposit account with Comerica Bank or with another financial institution located in the United States request that you transfers funds to the third party; and (iv) e-mail professional invoices to third parties with your business name and logo in order to request that one or more third parties who hold a deposit account with Comerica Bank or with another financial institution located in the United States transfer money to you for the invoiced amounts. The Comerica Web Pay Express and Comerica Web Invoicing services are offered through Comerica Web Banking for Small Business. For purposes of this Addendum F, Comerica Web Pay Express and Comerica Web Invoicing services may collectively be referred to as Payments and Invoicing Services. Comerica Payments and Invoicing Services Fees. The following fees apply: (i) a $15 monthly subscription fee for the Comerica Web Pay Express service; (ii) a $15 monthly subscription fee for the Comerica Web Invoicing service; and (iii) $10 per each Next-Day Account and Next-Day Mobile/Email small business payment. The monthly subscription fees (for a total of $30 per month) for the Payments and Invoicing Services will be imposed each month regardless of: (i) the amount of payments you generate each month through Comerica Web Pay Express; (ii) the amount of invoices you generate (subject to the applicable maximum) each month through the Comerica Web Invoicing service; and (iii) whether you use the Comerica Web Pay Express or Comerica Web Invoicing service in any particular month. Comerica Bank reserves the right to modify its fees including adding new fees that were not contemplated at the time this Addendum F was executed. Any modification to the fees will be subject to advance notice and will be effective on the date indicated in the notice. You agree your continued enrollment and/or use of the Payments and Invoicing Service after we have provided you such notice will constitute your agreement to the modified fees. Comerica Money-Back Offer. In the event that you are dissatisfied with one or both of the services offered as part of the Payments and Invoicing Services, we will refund your account for the applicable monthly subscription fees that you have incurred as set forth above, provided that such fees do not exceed three months worth of fees (excluding any non-subscription fees, such as fees for Stop Payment and Next Day) for the applicable service you are dissatisfied with and you terminate your use of the applicable service. Specifically, you must call us at 888.444.9876 no later than the last business day in the third month of enrollment in the applicable service to request a refund under the Comerica Money- Back Offer and to terminate the applicable service. For example, if you enrolled in our Payments and Invoicing Services on January 15, 2015, then you have up until March 30, 2015 to request your refund under our Comerica Money-Back Offer for either or both of the services that are part of the Payments and Invoicing Services. Once you have communicated your dissatisfaction of the applicable service within the required period of time, then your designated checking account should receive a credit for the refund of your fees within 60 days. Only one Comerica Money-Back Offer is allowed for Comerica Web Pay Express fees and Comerica Web Invoicing fees per business customer. Also, you agree that Comerica
Bank is not required to use any credit you may receive under our Comerica Money-Back-Offer to offset any applicable fees and charges you may have otherwise incurred. Finally, Comerica Bank reserves the right not to provide the Comerica Money-Back Offer if Comerica Bank has reason to believe you have improperly used the Payments and Invoicing Services. Authorization for Comerica Payments and Invoicing Services. By selecting the Send Payments and/or Send Invoices function under the Business Tools tab of our Comerica Web Banking for Small Business services, and enrolling in the Comerica Payments and Invoicing Services (send payments and send invoices) you are allowed to: (i) electronically send your customized invoices that you have created with your business name and/or logo; (ii) credit your designated checking or money market deposit account held at Comerica Bank in order to accept payments from third parties who designated you as the beneficiary of their transfer requests (which may be a result of your electronic invoice); (iii) electronically debit your account in order for you to pay a third party that sent you a request for money (commonly referred to as Request for Money from a Third Party ); and (iv) debit your checking or money market deposit account held at Comerica Bank in order to pay the third party you designate as the beneficiary of your payment request. You acknowledge that: (i) we may choose the payment mechanism to execute your request to make a payment using the Comerica Payments and Invoicing Services, including, but not limited to, the Automated Clearing House ( ACH ), check, wire, or correspondent bank transfer; (ii) all of your incoming and outgoing payment requests using the Comerica Payments and Invoicing Services must comply with the provisions of U.S. law; (iii) Comerica Bank is not required to give you next day notice after Comerica Bank s receipt of a returned or rejected payment request or of any ACH credit for a rejected or returned payment request, instead notification is sufficient by posting the recredited amount to the applicable deposit account used for the debit and listing it on your periodic statement; and (iv) the rules governing the ACH credits and debits will not apply to any type of payment request for which the ACH was not actually utilized. Sending Invoices; Cancelling Invoices. Description of Comerica Web Invoicing Service within the Comerica Payments and Invoicing Services. The Comerica Web Invoicing Service allows you to e-mail professional invoices to third parties. Specifically, through the Comerica Web Invoicing service you can request that a third party pay you by creating an invoice using the Business Tools tab of our Comerica Web Banking for Small Business service, which will take you to the Send Invoices tab where you can generate an invoice. More specifically, the Comerica Web Invoicing service provides you with various templates and other tools to assist in the creation of invoices. Your invoices may generally contain the following information: (i) the name of the third party that you are contacting; (ii) the payment terms; (iii) the due date; (iv) penalties (you can add your own custom penalties); (v) product or service description, such as item name, unit cost or rate, quantity, taxes, or applicable discounts; (vi) any applicable descriptions as to what is being invoiced plus cost and whether it is taxable; and (vii) if applicable, a note by you to the recipient of the invoice. The various templates and other tools are for your convenience only and are not intended as legal or tax advice. You are solely responsible for the content and accuracy of all information you include in an invoice. If you have any questions, then please consult with your legal or tax advisor. Also, we will send each web invoice as a PDF attachment to the e-mail address you provide for your customer. This may require additional software for your customer to open and read the invoice. The e-mail and PDF attachment are not encrypted or otherwise secure. You agree: (i) you will ask us to send an invoice only when you have authorization from your customer to use the e-mail address for this purpose; and (ii) not to include any information that may be subject to additional requirements with respect to security or confidentiality of information. Further, you agree that when you request money by sending a web invoice, the recipient of the invoice is not obligated to pay you electronically. You agree that you will not hold Comerica Bank liable for any damages resulting from a recipient's decision not to pay for an invoice made through the Comerica Web Invoicing service.
Single or Recurring Comerica Web Invoices. A web invoice may be scheduled at a time up to 365 days in advance of the date the invoice is to be e-mailed, (called a "Non-recurring Invoice ), or may be set up as an automatic recurring invoice to be e-mailed at substantially regular intervals (e.g., daily, monthly, quarterly, etc.), provided that you do not exceed the applicable maximum invoices allowed, in the same amount and for the same third party (called a "Recurring Invoice"). You agree to immediately cancel all Recurring Invoices and reminders upon your customer s request. Web invoices can only be set up by accessing Comerica Web Banking for Small Business. Cancelling Comerica Web Invoices. You can cancel any web invoice that has not been paid by the recipient by clicking on the Business Tools tab of our Comerica Web Banking for Small Business service, and then using online instructions provided on the Activity tab. Types of Payments; Cancelling Payments. Description of Comerica Web Pay Express service within the Comerica Payments and Invoicing Service. The Comerica Web Pay Express service allows you to: (i) transfer funds from your Comerica Bank checking or money market deposit accounts to one or more third parties who hold a deposit account with Comerica Bank or with another financial institution (commonly referred to as outgoing small business payments); (ii) give instruction for accepting incoming payments from third parties; and (iii) pay a request from a third party asking for payment. Specifically, through the Comerica Web Pay Express service you can pay a designated third party (also known as a payee ) by providing Comerica Bank with one or more of the following pieces of information: (i) the payee s deposit account number and financial institution routing number; (ii) the payee s e-mail address; or (iii) the payee s mobile phone number. Any credits or debits to a non-u.s. deposit account will be rejected by the Comerica Web Pay Express. Single or Recurring Small Business Payments. A small business payment may be scheduled at a time up to 365 days in advance of the date the payment is to be made, (called a "One Time Payment), or may be set up as an automatic recurring payment to be made at substantially regular intervals (e.g., monthly, quarterly, etc.) in the same amount and for the same payee (called a "Recurring Payment"). Small business payments can only be set up by accessing Comerica Web Banking for Small Business. Cancelling Small Business Payments. You can cancel any small business payment that has not been processed by using online instructions provided in Comerica Web Pay Express under the Activity tab. Specifically, there is a button called Cancel Payment under the section that lists your scheduled payments where you can cancel the payment. For Recurring Payments, you can skip the next scheduled Recurring Payment, or cancel all Recurring Payments using the cancellation process outlined on our Send Payments tab. You must transmit your request to skip or cancel a Standard Account or Standard Mobile/Email small business payment request, which includes any payment you agreed to pay pursuant to a request from a third party (meaning someone sent you a request for payment instruction and you agreed to pay it via the Comerica Web Pay Express), before the cutoff time, 1:00 a.m. on the business day after the Standard Account or Standard Mobil/Email small business payment request is scheduled. For Next Day Account or Next Day Mobile/Email small business payments, including Recurring Payments, you must transmit your request to skip or cancel it before the cutoff time, 8 p.m. (ET) on the business day before the Next Day Account or Next Day Mobile/Email small business payment is scheduled. If you do not meet these deadlines, we may not have sufficient time to process your cancellation instruction, which means your small business payment request may be processed as you originally scheduled it. If your small business payment request has not been processed you may be able to place a stop payment. Please see the section entitled Stop Payment below.
Business Days. For purposes of this Addendum F, Comerica Bank s business days are Monday through Friday. Holidays are not included. Codes. For purposes of this Addendum F, the term code refers collectively and individually to your password, user ID, and any required authentication information or other means to access Comerica Web Banking for Small Business or the Comerica Payments and Invoicing Service. Contact in Event of Unauthorized Transfer. If you believe that your code has been lost or stolen, then you should call: 888.444.9876 or write: Comerica Web Banking for Small Business 1717 Main Street, MC 2325 Dallas, Texas 75201 You should also call the number or write to the address listed above if you believe a transfer has been made using your account information without your permission. Password, Security and Your Liability for Unauthorized Payments for Business Accounts. The codes are the security procedures. You agree that we may use the security procedures to verify the authenticity of small business payment requests delivered to us in your name through the Comerica Payments and Invoicing Service. If we verify the authenticity of the small business payment request using the security procedures, then we may rely on it and you will be obligated on the small business payment request whether or not the small business payment request was authorized by you. Also, if the small business payment request was authorized by you, then you will be obligated on the small business payment request even if we did not verify its authenticity using the security procedures and even if the security procedures would have prevented error. You agree that the security procedures are intended to verify authenticity and not to detect error. You agree to notify us in the event your use of the Comerica Payments and Invoicing Service would necessitate or be better served by a level of security that exceeds that offered by the security procedures. If you fail to notify us, then you acknowledge and agree that the security aspects of the Comerica Payments and Invoicing Service are appropriate for your needs and will provide you with commercially reasonable degree of security against unauthorized use for the size, type and frequency of payments you use the Comerica Payments and Invoicing Service to accomplish. Stop Payment. The ability to process a stop payment order on a small business payment will depend on the ACH rules, if applicable. Also, you must give us a reasonable opportunity to act on any stop payment order after a small business payment has been scheduled. If you desire to stop any small business payment request that has already been scheduled then you may place a stop payment order via the Activity tab, provided it has not been processed. Comerica Bank will make every effort to accommodate your stop payment order request, but Comerica Bank will have no liability for failing to do so. The charge for each stop payment order, including any payment you set up through the Comerica Payments and Invoicing Service as a result of a third party requesting payment from you, is $20. Requirements. You must have a valid email address and personal mobile phone number in order to use the Comerica Payments and Invoicing Service. When you use Comerica Payments and Invoicing Service, you will receive e-mail messages informing you of events related to using the service, such as notifications of changes to your profile (e.g., new email or mobile number) or changes to transactions and alerts for validation. The Comerica Payments and Invoicing Service will verify the third party s ability to access the mobile phone number or e-mail address given if you have chosen to pay the third party by mobile phone number or e-mail address. To enable verification, Comerica Payments and Invoicing Service will send the third party an e-mail or an SMS message with a verification code that they will need to enter to direct your payment to their designated bank account. The third party may receive SMS messages related to your
business payments from time to time. SMS (text messaging) must be enabled in order for the third party to be able to receive business payments by mobile phone number. Standard text messaging and data rates from the mobile phone provider will apply. If you have questions regarding the Comerica Web Pay Express service within the Comerica Payments and Invoicing Service, you can contact us at 888.444.9876 at any time from your mobile phone or by sending a text to the service provider of our Comerica Payments and Invoicing Service with the word "HELP" to this number: 767666 (POPMON). If you want to opt-out of receiving messages only with regards to the Comerica Web Pay Express service within the Comerica Payments and Invoicing Service, then you can initiate the opt-out process by sending a SMS message that contains the word STOP to this number: 767666 (POPMON). If you want to terminate the Comerica Web Pay Express service, then please review the section below entitled Termination. Limitations for Comerica Web Invoicing within Comerica Payments and Invoicing Service. There are limitations for how many invoices you may generate and send through the Comerica Web Invoicing service. Specifically, you may not send more than 50 electronic invoices per day and 100 electronic invoices per rolling thirty day period of time.we will use the date each electronic invoice is sent for purposes of calculating the rolling thirty day time period. Please note that each Recurring Invoice counts as a separate invoice for purposes of this frequency limitation. Dollar Limitations for Comerica Web Invoicing within Comerica Payments and Invoicing Service. There are dollar limitations for sending invoices through the Comerica Web Invoicing service. Specifically, there are invoice dollar limits per transaction, day, and month. Also, there is an overall outstanding limit for the total amount of invoices that are sent and not yet paid for the calendar month (excluding those invoices paid through the Comerica Web Invoicing service or those invoices manually marked as paid or cancelled by you within the Comerica Web Invoicing service). When you reach your applicable limit you will not be able to generate and send additional invoices via the Comerica Web Invoicing service until invoices are either paid or cancelled. The following are the dollar limitations for generating and sending invoices: Maximum amount allowed per outgoing Invoice: $7,500 Daily limit of all outgoing Invoices: $10,000 Limit on monthly * outgoing Invoices: $50,000 * monthly means a calendar month. Accepting Incoming Payments within Comerica Payments and Invoicing Services. Incoming electronic payments delivered to the Comerica Payments and Invoicing Service will be credited to your designated Comerica Bank deposit account(s). In order to deposit incoming electronic payments delivered to you via the Comerica Payments and Invoicing Service, you must designate a checking or money market account that will be used to credit the applicable incoming electronic payment sent to you from a third party. In the event you fail to designate a checking or money market account for any particular incoming electronic payment within 10 days of payment notification, then the applicable electronic payment will expire. Responding to a Request for Money from a Third Party within the Comerica Payments and Invoicing Service. The Comerica Payments and Invoicing Service will allow you to respond to requests for money within 30 days of being in receipt of such request by initiating a debit to your checking or money market account in order to send money to the applicable third party.
Dollar Limitations. There are dollar limitations for sending outgoing small business payments. For purposes of this Dollar Limitations Section, there are four types of small business payments. They are: (i) Standard Account; (ii) Standard Mobile/Email; (iii) Next Day Account; and (iv) Next Day Mobile/Email. These four types are defined in further detail below. The dollar limitations set forth below for these four types of outgoing small business payments are independent dollar limits and are not aggregated together. Also, in addition to individual dollar limits there are dollar limits for how much money can be outstanding for each particular type of small business payment. Specifically, each type of outgoing small business payment has dollar limits per transaction, day, and month. Also there is an overall limit ( outstanding limit ) for each of these types of payments. Further, there are maximum dollar amounts that can be "in progress" at any given time for that particular type of payment. When you reach your applicable limit you will not be able to schedule additional small business payments via the Comerica Web Pay Express within the Comerica Payments and Invoicing Service until the status indicator on the Transfer Activity tab for one or more in process payments shows a "Completed" status. Standard Account (using third party s financial routing and deposit account number). The term Standard Account refers only to outgoing small business payment requests to transfer money from your deposit account held at Comerica Bank to a third party and that requires a minimum of three (3) business days to be completed when you provide us with the financial institution routing and deposit account number of the third party payee. The following are the dollar limitations for Standard Account outgoing small business payments: Minimum transaction amount for each outgoing Standard Account payment: $10.00 Per transaction limit for each outgoing Standard Account payment: $20,000 Daily limit on all outgoing Standard Account payments: $20,000 Limit on all outstanding outgoing Standard Account payments: $40,000 Limit on monthly * outgoing Standard Account payments: $70,000 * monthly means a rolling 30-day period and neither a calendar month nor a statement cycle. Standard Mobile/Email (using payee s e-mail address or mobile phone number). The term Standard Mobile/Email refers only to outgoing small business payment requests to transfer money from your deposit account held at Comerica Bank and that requires a minimum of three (3) business days to be completed when you provide us with the payee s e-mail address or mobile phone number. The minimum of three (3) business days applies when the payee has properly provided us with the payee s financial institution routing and deposit number account number. If the payee s financial account information is not provided to us, then the Standard Mobile/Email payment using this particular method of payee s e-mail address or mobile phone number will not be executed by us. The following are the dollar limitations for the Standard Mobile/Email outgoing small business payments: Minimum transaction amount for each outgoing Standard Mobile/Email payment: $10.00 Per transaction limit for each outgoing Standard Mobile/Email payment: $20,000 Daily limit on all outgoing Standard Mobile/Email payments: $20,000 Limit on all outstanding outgoing Standard Mobile/Email payments: $40,000 Limit on monthly* outgoing Standard Mobile/Email payments: $70,000
* monthly means a rolling 30-day period and neither a calendar month nor a statement cycle Next Day Account (using payee s financial institution routing and deposit account number). The term Next Day Account refers only to outgoing small business payment requests to transfer money from your deposit account held at Comerica Bank and that requires a minimum of one (1) business day to be completed when you provide us with the correct financial institution routing and deposit account number of the third party payee. The following are the dollar limitations for Next Day Account outgoing small business payments: Minimum transaction amount for each outgoing Next Day Account payment: $10.00 Per transaction limit for each outgoing Next Day Account payment: $5,000 Daily limit on all outgoing Next Day Account payments: $5,000 Limit on all outstanding outgoing Next Day Account payments: $10,000 Limit on monthly* outgoing Next Day Account payments: $25,000 * monthly means a rolling 30-day period and neither a calendar month nor a statement cycle Next Day Mobile/Email (using payee s e-mail address or mobile phone number). The term Next Day Mobile/Email refers only to outgoing small business payment requests to transfer money from your deposit account held at Comerica Bank to a third party and that requires a minimum of one (1) business day to be completed when you provide us with the payee s e-mail address or mobile phone number. The minimum of one (1) business day applies when the payee has properly provided us with the payee s financial institution routing and deposit number account number. If the payee s financial account information is not provided to us, then the Next Day Mobile/Email payment using this particular method of payee s e-mail address or mobile phone number will not be executed by us. The following are the dollar limitations for Next Day Mobile/Email outgoing small business payments: Minimum transaction amount for each outgoing Next Day Mobile/Email payment: $10.00 Per transaction limit for each outgoing Next Day Mobile/Email payment: $5,000 Daily limit on all outgoing Next Day Mobile/Email payments: $5,000 Limit on all outstanding outgoing Next Day Mobile/Email payments: $10,000 Limit on monthly * outgoing Next Day Mobile/Email payments: $25,000 * monthly means a rolling 30-day period and neither a calendar month nor a statement cycle Frequency Limitations. In addition to those limitations for electronic payments elsewhere described, there are frequency limits that apply when transferring funds from a savings or money market account. You may make a maximum of 6 preauthorized, automatic or telephone transfers per statement cycle on a savings or money market account. No more than 3 of the 6 transfers may be made by check, draft, debit or similar order made by you and payable to third parties. If you exceed these limits, then Comerica Bank may close the savings or money market account or reconvert the savings or money market account to a non-interest bearing account. Also, Comerica Bank will impose a fee for each transfer that exceeds these limits. (See Comerica s Business Account Service Charges and Interest Information brochure for applicable fees for exceeding these limits.) Each electronic payment that you request through the use of the Comerica
Payment and Invoicing Services from your savings or money market account, counts as one of the six transfers that you are permitted each statement cycle. Other limitations. We reserve the right to limit the frequency and dollar amount of transactions from any of your deposit accounts for security reasons. In addition, it is possible that third party deposit accounts held at other financial institutions are subject to dollar and frequency limitations that will affect your ability to conduct your requested small business payment. We will not be liable to you for any small business payment that cannot be completed in accordance with your instructions due to limitations imposed by other financial institutions. Other Next Day Account and Next Day Mobile/Email Limitations. Further, based on your use of the Payment and Invoicing Services and status of your deposit accounts associated with the Payment and Invoicing Services we may: (i) limit your access to use Next Day Account or Next Day Mobile/Email; and (ii) make any modifications to dollar or frequency limits regardless of your past use of Next Day Account or Next Day Mobile/Email. Also, we may terminate your ability to use Next Day Account or Next Day Mobile/Email from time to time at our sole discretion. Specifically, you will only be able to utilize the Next Day Account or Next Day Mobile/Email within the Payment and Invoicing Services if our Payment and Invoicing Services makes it available to you. Finally, in order to obtain and maintain access to the Next Day Account or Next Day Mobile/Email service offered within the Payment and Invoicing Services you must have had no history of negative activity or NSF items related to the Payment and Invoicing Services for three months. Provisional Payment. There is an ACH rule that makes payment of an ACH credit entry provisional until the financial institution, which holds the deposit account that is credited for the ACH credit entry, is in receipt of final settlement for such ACH entry. You specifically agree and acknowledge that you have received notice of this ACH rule. Further, if there is no final settlement, then we will be entitled to a refund from you and the third party who initiated the ACH credit entry will not be deemed to have paid you the amount of the ACH credit entry. For example, if you agree to accept an incoming electronic payment where funds will be coming from a third party s deposit account in order to credit your deposit account held at Comerica Bank and the third party doesn t have the funds, then we may debit your deposit account in the amount of the ACH credit entry and the third party will not be deemed to have paid you. Reliance on Your Instructions. We are not responsible for detecting any errors in any payments requested by you through the Payments and Invoicing Services. You are responsible for the content of any payment instruction and we may rely upon the information you provide to us when processing the payment instruction. Comerica Bank and any other financial institution may rely solely on the account numbers, bank identifying numbers, mobile numbers and e-mail addresses that you provide to Comerica Bank for identifying a third party s deposit account(s) and financial institution(s) holding such accounts, regardless of whether or not you also provide the name of the account holder or the name of the financial institution. We and other financial institutions processing your small business payment requests have no responsibility to identify or investigate any discrepancy between names and account numbers. Also, your obligation to pay the amount of any small business payment request will not be excused in circumstances where your small business payment request describes the name and account number inconsistently, the name and identifying number of the financial institution inconsistently, the e-mail address incorrectly or mobile number incorrectly. Our Right to Reject Comerica Web Invoices and Small Business Payment Requests. We may reject a web invoice to be e-mailed through the Comerica Web Invoicing service for any reason. We may also reject a small business payment request for any reason. We will notify you of such rejection (either electronically, in writing, by telephone or as otherwise agreed by you and Comerica Bank), and if the rejection involves a small business payment request, then we will give notice no later than the business day after the Effective Entry Date, as that term is defined in the ACH rules. Further, we reserve the right to complete or to reject any attempted small business payment request that exceeds or is lower than the applicable dollar limit or
exceeds the available balance in your account, at our complete discretion, and, regardless of our decision in that regard, you understand that such attempted or completed small business payments may subject your deposit account to an overdraft fee as stated in the Business Account Service Charges and Interest Information brochure. Prohibited Use. You agree not to use the Payments and Invoicing Service in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret or proprietary rights or rights of public or privacy; (b) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to the use of Payments and Invoicing Service to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including without limitation those governing expert control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for Comerica Bank or its affiliates or cause us to lose (in whole or in part) the services of our thirdparty provider; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (g) may be potentially be perceived as objectionable. Suspension and Reinstatement of the Payments and Invoicing Services. In the event that we, at any time, incur a problem with your use of either the Comerica Web Pay Express service, or the Comerica Web Invoicing service, including without limitation, to collect funds with respect to any of your payments, as described above, and without limiting any other right or remedy that we may have under the Terms, this Addendum F or otherwise, we reserve the right to suspend your right to use either or both the Comerica Web Pay Express or Comerica Web Invoicing service, immediately and without prior notice to you. You understand and agree that such action is reasonable for us to take in order to protect Comerica Bank and you from potential losses. In the event of such suspension, you may request reinstatement of your Payments and Invoicing Services by contacting us at 888.444.9876. We reserve the right in our sole discretion to grant or deny reinstatement of your use of the Payments and Invoicing Services. Comerica Bank reserves the right to adjust the applicable Dollar and/or Frequency Limitations at any time. Termination. The Comerica Web Pay Express and Comerica Web Invoicing service remains in effect until they are terminated by either you or by us. You may cancel your Comerica Web Pay Express or Comerica Web Invoicing service at any time by calling 888.444.9876. The Comerica Web Pay Express or Comerica Web Invoicing service will be cancelled after we have had a reasonable opportunity to act upon your cancellation request. You agree to use the Payments and Invoicing Services only for bona fide and lawful purposes. We may suspend or terminate your participation in either or both the Comerica Web Pay Express or Comerica Invoicing service for any reason, at any time. We will try to notify you in advance, but we are not obligated to do so. Any payments or invoices we have already processed before the termination date will be completed. We recommend that you cancel any scheduled payments or invoices prior to notifying us that you are terminating the Comerica Web Pay Express or Comerica Web Invoicing service. You are responsible for any payments or invoices scheduled by you prior to termination that you have not canceled. Termination will not affect your liability or obligations under the Terms and this Addendum F for payments or invoices we have processed on your behalf. Further, regardless of how many days are left in the month in which either or both the Comerica Web Pay Express or Comerica Web Invoicing service was terminated, you agree that you are responsible for the entire monthly subscription fee for the service(s) that are terminated. No Obligation to Honor Instructions. We shall have no obligation to honor any instruction, in whole or in part, that: (a) is, or that we reasonably believe is used for, any illegal or improper purpose or activity; (b) exceeds the available funds in your deposit account; (c) we have reason to believe may not be authorized by you; (d) involves funds subject to a hold, dispute or legal process; (e) would violate any law, rule or regulation applicable to us, the Payments and Invoicing Services, you or any other party that processes or receives the payment; (f) is not in accordance with any other requirement stated in the Terms or this Addendum F, or any other applicable agreement with us, or any of our policies, procedures or practices; or (g) for our protection or yours, we have reasonable cause not to honor. We reserve the right to refuse to honor an instruction or suspend or terminate the Payments and Invoicing Services, in whole or in part, at any time, with or without cause and without notice, and may immediately do so including, without limitation, if: (i)
we have reason to believe that your deposit account has been compromised or mismanaged in any way, such as by unauthorized or erroneous use of your password; or (ii) we believe the Payments and Invoicing Services is not being used for its intended, bona fide and lawful purposes under this Addendum F; (iii) you repeatedly overdraw your deposit accounts at Comerica Bank; (iv) your deposit account at Comerica Bank is closed; or (v) access to your deposit account is restricted for any reason. Other Important Information. To report any unauthorized transactions, please call us immediately at 888.444.9876. Funding of Small Business Payments. Subject to any limitations, funds will be debited from your Comerica Bank deposit account(s) to fund any small business payment request any time after the applicable cutoff time on the business day before send date. When you send money, the recipient is not required to accept it. You agree that you will not hold Comerica Bank liable for any damages resulting from a recipient's decision not to accept a payment made through the Payments and Invoicing Services. We will return any unclaimed, refunded or denied payment within 10 days of the date you initiated payment. The number of days is subject to change. If a payment is unclaimed, denied or refunded for any reason, we will return the money to your deposit account at Comerica Bank. Further, Comerica Bank is not responsible for any failure of another financial institution to act in a timely manner. As a result, we cannot guarantee the timely delivery or return of funds as a result of the failure of another institution to act in a timely manner. Similarly, if you are using the Payments and Invoicing Services to make a deposit into your Comerica Bank deposit account but the deposit is not completed or funds are otherwise not received by us, and we make the funds available to you and the deposit is returned for any reason, regardless of whether the return was timely then you agree we may debit any of your other deposit accounts at Comerica for the funds that you have used as a result of the returned deposit. The Payments and Invoicing Services will be provided using technology that meets industry standards for security, including without limitation challenge questions and identity verification. These procedures are not guaranteed in any way, and we make absolutely no representation concerning the accuracy or privacy of any information supplied via email, mobile phone, or other systems using the Payments and Invoicing Services. Without limiting the foregoing, you accept full responsibility for ensuring that the correct and current account number, routing number, email address or mobile phone number of the intended recipient are used when requesting the Payments and Invoicing Services. You may not be able to retrieve your funds in the case of a dispute or if you provide an incorrect account number, routing number, email address or mobile phone number. DO NOT USE THE PAYMENTS AND INVOICING SERVICES IF YOU HAVE ANY DOUBT ABOUT THE RECIPIENT S ACCOUNT NUMBER, ROUTING NUMBER, EMAIL ADDRESS OR MOBILE PHONE NUMBER AS YOU COULD SEND FUNDS TO AN UNKNOWN THIRD PARTY. In all cases, you bear responsibility for small business payments to or from your deposit accounts at Comerica Bank including those through the Payments and Invoicing Services. You agree that your action of checking the box below or using the Payments and Invoicing Services constitutes your agreement and acknowledgement of this Addendum F and agreement to the Terms. If you do not wish to be bound by this Addendum F, then do not check the box below to indicate your agreement and acknowledgement of Addendum F or use our Comerica Payments and Invoicing Services.