Rancho Federal Credit Union
Attn: Member Services

P.O Box 2728

Downey, CA 90242

Disclosure of Account Information to Third Parties. It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make ONLY in the following situations:

· When it is necessary to complete transactions;

· When it is necessary to activate additional services;

· In order to verify the existence and condition of your account to a third party, such as a credit bureau or Payee;

· To a consumer reporting agency for research purposes only;

· In order to comply with a governmental agency or court orders; or,

· If you give us your written permission.

Service Fees and Additional Charges. Any applicable fees will be charged regardless of whether the Service was used during the billing cycle. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize the Service to deduct the calculated amount from your designated Billing Account for these amounts and any additional charges that may be incurred by you. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider.

Failed or Returned Transactions. In using the Service, you are requesting the Service to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction will not be completed. In some instances, you will receive a return notice from the Service. In such case, you agree that:

· You will reimburse the Service immediately upon demand the transaction amount that has been returned to the Service;

· You will reimburse the Service for any fees imposed by your financial institution as a result of the return;

· You will reimburse the Service for any fees it incurs in attempting to collect the amount of the return from you; and,

· The Service is authorized to report the facts concerning the return to any credit reporting agency.

Alterations and Amendments. This Agreement, applicable fees and service charges may be altered or amended by the Service from time to time. In such event, the Service shall provide notice to you. Any use of the Service after the Service provides you a notice of change will constitute your agreement to such change(s). Further, the Service may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, the Service reserves the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates.

Address or Banking Changes. It is your sole responsibility to ensure that the contact information is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made by contacting Customer Service. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. The Service is not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information.

Service Termination, Cancellation, or Suspension. In the event you wish to cancel the Service you may contact customer service via one of the following:

Telephone us at (866) 855-9050 during customer service hours; and/or Write to us at:

Rancho Federal Credit Union
Attn: Member Services

P.O. Box 2728

Downey, CA 90242

Any payment(s) the Service has already processed before the requested cancellation date will be completed by the Service. All Scheduled Payments including recurring payments will not be processed once the Service is cancelled. The Service may terminate or suspend service to you at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.

Payee Limitation. The Service reserves the right to refuse to pay any Payee to whom you may direct a payment. The Service will notify you promptly if it decides to refuse to pay a Payee designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement.

Returned Payments. In using the Service, you understand that Payees and/or the United States Postal Service may return payments to the Service for various reasons such as, but not limited to, Payee's forwarding address expired; Payee account number is not valid; Payee is unable to locate account; or Payee account is paid in full. The Service will use its best efforts to research and correct the returned payment and return it to your Payee, or void the payment and credit your Payment Account. You may receive notification from the Service.

Information Authorization. Your enrollment in the Service may not be fulfilled if the Service cannot verify your identity or other necessary information. Through your enrollment in the Service, you agree that the Service reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that the Service reserves the right to obtain financial information regarding your account from a Payee or your financial institution (for example, to resolve payment posting problems or for verification).

Disputes. In the event of a dispute regarding the Service, you and the Service agree to resolve the dispute by referring to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Service which supersedes any proposal or prior agreement, verbal or written, and any other communications between you and the Service relating to the subject matter of this Agreement. If there is a conflict between what an employee of the Service or Customer Service Department says and the terms of this Agreement, the terms of this Agreement will prevail.

Assignment. You may not assign this Agreement to any other party. The Service may assign this Agreement to any future affiliated company, directly or indirectly. The Service may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

No Waiver. The Service shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Service. No delay or omission on the part of the Service in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

Captions. The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of STATE, without regard to its conflicts of laws or their provisions.

THE FOREGOING SHALL CONSTITUTE THE SERVICE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, AND/OR THE SERVICE.

K. Mobile Banking Service

Service Description. The Mobile Banking Service (the “Service”) allows you to use your mobile access device to:

· Access your account balance information;

· Review transaction history and perform queries or transaction searches;

· Make transfers and loan payments;

· Make payments using our System Bill Payment; and

To use this Service you must be enrolled in the System. We offer this Service as an added convenience as a user of the System. However, the Service is not intended to replace your access of, or replace the full functionality of, the System’s capabilities through the use of your personal computer to access all of the Services for managing your accounts with us.

Accessing and Using the Service. Upon initial login, you will be required to enter your User ID, Password and Authentication Method provided by us after enrollment into the Service on your mobile access device. At that time, you will be required to change your Password according to our security criteria and select your Authentication Method. Going forward, you will use this information for future logon purposes into the Service. You acknowledge and agree not to provide any information regarding your access to the Service to any unauthorized person. It is your responsibility to keep this information confidential and secure, to not disclose or share it with anyone, to check your account statements and transactions on a regular basis, and promptly report any errors to us at 000-000-0000. Failure to do so will enable others access to the Service and your accounts, and you will be held liable for any transactions they authorize and we will not be responsible for any damages as a result.

You acknowledge and agree that by using the Service you are directly responsible for taking all appropriate precautions to ensure the security, safety and integrity of your account and transaction information. You agree not to use the Service while driving, or in any other manner that could be considered illegal. In addition, you agree not to leave your mobile access device unattended while logged into an active session of the Service and to log off immediately at the completion of each session.

Unauthorized Access or Lost or Stolen Mobile Access Device. Please contact us immediately at (866) 855-9050 if you believe you are the victim of unauthorized access to your accounts or experience a lost or stolen mobile access device.

Disclaimer of Warranty and Limitation of Liability. We do not guarantee that your mobile access device and/or mobile access device provider will be compatible with the Service, and the Service may not be accessible over some network carriers and may not be supported for all mobile access devices. You are solely responsible for the safe operation and maintenance of your mobile access device. We are not responsible for the availability of data services, any errors, omissions or other issues such as data outages or out of range situations related to the use of your mobile access device or services provided by your mobile access device provider, including any related fees associated with the purchase and use of your mobile access device, services provided by your mobile access device provider, or any other third party. You understand and agree that when you use the Service, you remain subject to the terms and conditions of all your existing agreements with us and our affiliates, including the terms and conditions of any other agreements with any unaffiliated service providers, including but not limited to, your mobile service provider. This Agreement does not amend or supersede any of those agreements, and you are solely responsible for resolving any issues or problems directly with your mobile device access provider or any other third party without involving us.

You acknowledge and agree that any mobile access device is susceptible to viruses, spyware, worms, malware, Trojan horses and other unauthorized programs or software (the “Viruses”). You are solely responsible for taking appropriate measures to adequately protect your mobile access device from such harm of Viruses which may result in lost or stolen data, damage to programs, files or graphics, the inoperability of your mobile access device, or other incidents or issues. We are not responsible or liable for any direct, incidental, special or consequential damage as a result from such Viruses detected or present on your mobile access device, nor from any incident or circumstance in which sensitive and/or confidential information is accessed from the Service in an unauthorized manner by a third party due to such Viruses at any point or from any source.

Use of the Service is limited to service area locations within the United States, and we make no representations that the Service will be available for use outside of this service area. Accessing the Service from locations outside of the United States is at your own risk.

Except as specifically provided in this Agreement, or otherwise required by law, you agree that our officers, directors, employees, agents or contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of the Service provided under this Agreement or by reason of your use of or access to the Service, including loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty. Further, in no event, unless specifically stated otherwise in this Agreement, shall the liability of the Credit union and its affiliates exceed the amounts paid by you for the services provided to you through the Service.

L. Multi-Bank Reporting Service

Service Description. The Multi-Bank Reporting Service (the “Service”) provides for the retrieval, presentment, and organization of your multi-bank account information from third party websites that is presented in a consolidated manner. To use this Service you must be enrolled in the System and access the Service within the System.

Authorization. You authorize and direct us and our service providers to access third party websites and accounts you designate on the Internet Banking Enrollment Form (the “Accounts”) to perform the Service on your behalf as your appointed agent by retrieving, consolidating, organizing and presenting Account information for this purpose. In doing so, you hereby grant us and our service providers a limited power of attorney, including appointing us as your true and lawful attorney-in-fact, with full power of substitution and re-substitution for you and your name, place and stead, and in any and all capacities, and grants us full power and authority to perform any and all actions or functions necessary to provide the Service in connection with such activities, as fully to all intents and purposes you might or could so in person. You acknowledge and agree that third party providers are entitled to rely on authorizations, agency and power of attorney granted by you to us when you accepted the terms and conditions of this Agreement. You acknowledge and agree that we are acting as your agent, and not the agent, or on behalf of a third party, when we access and retrieve information from a third party website.

Ownership, Authority and Access of Accounts. You represent and warrant to us and each third party provider that you are the legal owner of the Accounts at the third party websites in which you are enrolled in the Service, and that you have the right, direction and authority to designate us as your agent, use the Service, and provide us with your login information (such as passwords, usernames, authentication methods, and any other information) that you provide to us.

In providing the Service, you understand and agree that we are required to access other financial institutions’, credit unions’, and brokerage companies’ websites and data bases containing information regarding your Accounts and financial relationships as designated by you and on your behalf, to retrieve information as requested or authorized by you. By using the Service, you agree to authorize us to access such Account(s) to retrieve such information as requested or authorized by you, or for any other purpose authorized by this Agreement. You represent and warrant that the information you are providing us with is true, correct and complete. You represent and warrant to us that you have the right to authorize and permit us access to your Account(s), you assure us that by disclosing the information to us and by authorizing us to use such information to access your Account(s), and you are not violating any third party rights. You authorize and permit us to use any information submitted by you to us (such as account passwords, user names and authentication methods) to accomplish these purposes and to configure the Service to be compatible with the Account(s).

Disclaimer of Warranty and Limitation of Liability. You understand and agree that the account balance and other information provided by the Service will be effective as of the most recent update provided to the System. This available Account balance information may not be accurate if the update was not successfully completed or the information obtained during the update from the third party website is otherwise not accurate or current. Such Account information may include deposits still subject to verification or other items memo posted to the account (e.g., debit card activity) and may not include outstanding checks or credits. You agree that we are not responsible or liable for the accuracy and timeliness of the delivery of any information, including any potential errors, delays or any actions taken in reliance of such information furnished to the System by other third party reporting websites. Data and other information are provided for informational purposes only, and are not intended for trading or transactional purposes. You are responsible for any and all fees charged by a third party in connection with such Accounts, and you agree to comply with the terms and conditions of those Accounts. You agree to direct any questions or disputes regarding the Accounts or transactions to the account provider directly without involving us.

You understand and agree that when you use the Service, you remain subject to the terms and conditions of all of your existing agreements with us and our affiliates, including the terms and conditions of any other agreements with any unaffiliated service providers, including but not limited to, third party website providers. This Agreement does not amend or supersede any of those agreements. You understand and agree that at all times your relationship with each Account(s) provider is independent of us and your use of the Service. We are not responsible for any acts or omissions by the financial institution or other provider of any Account(s), including without limitation any modification, interruption or discontinuance of any Account(s) by such provider.

You agree that we shall not be liable for any costs, fees, losses or damages of any kind incurred as a result of our access to the Account(s), our retrieval of or inability to retrieve information from any third party account providers, any inaccuracy, incompleteness or misinformation contained in the information provided by a third party Account provider, any steps taken by a third party provider to block access by the Service, any charges imposed by the third party account provider, and your use of the Service.

Except as specifically provided in this Agreement, or otherwise required by law, you agree that our officers, directors, employees, agents or contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of the Service provided under this Agreement or by reason of your use of or access to the Service, including loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty. Further, in no event, unless specifically stated otherwise in this Agreement, shall the liability of the Credit union and its affiliates exceed the amounts paid by you for the services provided to you through the Service.

M. Bank to Bank Transfer Service

Service Description. The Bank to Bank Transfer Service (the “Service”) provides you the ability to electronically transfer funds to and from your eligible Credit union account(s) and other eligible account(s) held by you at another financial institution(s), credit union(s), or brokerage company(ies). To use this Service you must be enrolled in the System and access the Service within the System.

Authorization. You hereby authorize us and our processing agents, to debit and credit entries to your eligible credit union account(s) when you instruct us to electronically transfer funds to or from your eligible Bank account(s) and other eligible account(s) held by you at another financial institution(s), credit union(s), or brokerage company(ies) (the “Other Financial Institutions”) in the United States (“Bank to Bank Transfers” or the “Service”). You agree to comply with any applicable state or federal law in connection with your use of the Service and the fulfillment of its obligations under this Agreement. You further acknowledge to comply with all Automated Clearing House (“ACH”) system rules and abide by all local, state, and federal regulations, including but not limited to, the Electronic Fund Transfer Act and Regulation E, sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America in existence as of the date of this Agreement and as amended from time to time (herein collectively referred to as the “Rules”).

Use of this Service will also be affected by the agreements between you and the Credit union for your accounts maintained with the Credit union, including, but not limited to the Credit union’s general deposit agreement and related disclosures. Using this Service does not change the agreements you already have with the Credit union on those accounts. You should review those agreements for any applicable fees, for limitations on the number of transfers you can make, and for other restrictions that might impact your use of an account with the Service. The terms and conditions of any other such agreements govern the terms and conditions of this Agreement except that in the event of a conflict, the terms and conditions of this Agreement shall govern.

When you elect to sign up for this Service, you represent that you have full authorization from any other authorized signer on the eligible Credit union or Other Financial Institution(s) account(s) to execute this authorization and that any other authorized signer on the eligible account(s) agrees and understands that the Credit union, and any of our processing agents, are authorized to debit and credit entries to the eligible account(s) in accordance with your transfer instruction(s) under this Service.

Eligible Account Types. The following represents the types of accounts that are eligible for this Service:

· Credit union checking, savings, and money market accounts;

· Checking, savings, money market, investment and brokerage accounts held at an Other Financial Institution in the United States that are able to accept ACH transfers.

All of your Credit union account(s) will be automatically enabled for this Service. However, all of your account(s) held at Other Financial Institution(s) will be reviewed and verified by the Credit union. Please allow TIME PERIOD after the Service is activated before making any transfers to these accounts.

Ineligible Account Types. The following represents the types of accounts that are ineligible for this Service:

· Individual Retirement Accounts (IRAs);

· 401K accounts;

· Custodial and/or trust accounts;

· Business accounts for which more than one person has check writing privileges;

· Certificate of Deposits (CODs) or other time based accounts;

· Loan accounts (including credit card and equity accounts);

You may have other accounts that are ineligible for this Service due to restrictions by the Credit union or specific to your Other Financial Institution(s). Please contact us or your Other Financial Institution(s) to verify if your accounts are eligible for this Service.

Account Verification. The Credit union may verify any account you add to this Service. You authorize the Credit union to validate the account(s) at your Other Financial Institution(s) using one or more of the following methods:

· Electronic/Real Time. If you have online access to the Other Financial Institution account(s), then these accounts will be verified by the Credit union in real time electronically. If an account’s information can be accessed online with the username and password, then that account will be approved.

· Trial Deposit. This method requires that you make one or two small deposits to your external account and requests that you confirm the amounts deposited. You must confirm the amount by typing in the values of the deposits provided for on the Credit union’s online banking system. If the entered values match the trial deposit amounts, the account will be approved.

Account(s) held at the Credit union do not require account verification.

If your account information identifies the beneficiary or a credit union using both a name and a number, the Credit union may use the number only to execute your transfer instructions, and the Credit union is not responsible if the name and the number do not agree. Your obligation to pay the amount of the Bank to Bank Transfer to the Credit union is not excused in such circumstances.

Access to Account Information for Non-Credit union Accounts. You understand and agree that, in order to provide the Service, it is necessary for the Credit union to access Other Financial Institutions’ websites and data bases containing information regarding your accounts and financial relationships as designated by you (your Account(s)) on your behalf, to retrieve information as requested or authorized by you. By using this Service, you agree to authorize the Credit union to access such Account(s) to retrieve such information as requested or authorized by you, or for any other purpose authorized by this Agreement. You represent and warrant that the information you are providing the Credit union is true, correct and complete. You represent and warrant to the Credit union that you have the right to authorize and permit us access to your Account(s), you assure the Credit union that by disclosing the information and by authorizing the Credit union to use such information to access your Account(s), and you are not violating any third party rights. You hereby authorize and permit the Credit union to use any information submitted by you to the Credit union (such as account passwords and user names) to accomplish these purposes and to configure the Service to be compatible with the Account(s).

You understand and agree that at all times your relationship with each Account(s) provider is independent of the Credit union and your use of the Service. The Credit union will not be responsible for any acts or omissions by the Other Financial Institution(s) or other provider(s) of any Account(s), including without limitation any modification, interruption or discontinuance of any Account(s) by such provider. You agree that the Credit union shall not be liable for any costs, fees, losses or damages of any kind incurred as a result of:

· The Credit union’s access to the Account(s);

· The Credit union’s retrieval of or inability to retrieve information from the Other Financial Institution(s);

· Any inaccuracy, incompleteness or misinformation contained in information retrieved from the Other Financial Institution(s); and

· Any charge imposed by the provider of any third party account.

Transfer Limits. Transfer limits that will apply to your use of the Service are provided for on the Internet Banking Enrollment Form.

NOTE: It may take an additional business day for your Bank to Bank Transfer to be reflected in your account balance of the destination account depending upon the Other Financial Institution’s processing rules and cut off times.

Transfer Cancellation. You may cancel your Bank to Bank Transfer request any time prior to the cut off time on the day you submit the request by logging into the System and canceling the request. Future dated or recurring transactions may be cancelled prior to the cut off time on the business day before the settlement or next settlement date of the transaction by logging into the Credit union’s online banking system and canceling the request.

Rejected Transactions. A Bank to Bank Transfer will be returned if it cannot be successfully posted to your accounts, including, but not limited to:

· An incorrect entered account or ABA number;

· Insufficient available funds in the account to be debited and/or credited;

· Insufficient minimum available balance to meet the Service Limits transfer qualification criteria;

· Exceeding the dollar limit for an individual transaction, daily transfer limit, monthly transfer limit, or pending transfers that have not yet been posted.

It is your responsibility to monitor the status of your Bank to Bank Transfer requests and for ensuring your transactions have been accurately entered and processed as requested.

N. Overdrafts (Order of Payments, Transfers, and other Withdrawals)

If your account has insufficient funds to perform all electronic fund transfers you have requested for a given business day, then:

· Electronic funds transfers involving currency disbursements, such as ATM withdrawals, will have priority;

· Electronic fund transfers initiated through the System which would result in an overdraft of your account may, at our discretion, be cancelled; and

· In the event the electronic fund transfers initiated through the System which would result in an overdraft of your account are not cancelled, overdraft charges may be assessed pursuant to the terms of the deposit agreement for that account.

P. Contact in Event of Unauthorized Transfers

If you believe that your User ID, Password or Authentication Method has been lost or stolen, or that someone has transferred or may transfer money from your account without your permission, call us at (866) 855-9050, or write to us at P.O. Box 2728, Downey, CA and 90042.

Q. Limitations on Transfers

We reserve the right to limit the types and number of accounts eligible for the Services, including the right to refuse to make any transactions you request through the Services. In addition to the limitations elsewhere described in this Agreement, there are frequency limits that apply when transferring funds from a passbook savings, statement savings, or a money market account. Federal regulations limit the number of preauthorized electronic fund transfers and telephone transfers - including transfers you request using the Services - from these types of accounts. You may make a maximum of six transfers and withdrawals, or a combination of such transfers and withdrawals, per calendar month or statement cycle (or similar period) of at least four weeks, to another account (including a transaction account) of yours at the Credit union or to a third party by means of a preauthorized or automatic transfer, or telephonic (including data transmission) agreement, order or instruction, or by check, draft, debit card, or similar order made by the depositor and payable to third parties. If you exceed these limits, we may close the account, impose a fee and/or change the account to a non-interest bearing demand deposit account. Each transfer or payment you request through the Services from these types of accounts is counted as one of the six or three limited transfers you are permitted each monthly cycle. However, payments to your loans at the Credit union are not counted toward this limit. Transfers and withdrawals made in person, by messenger, by mail or at an ATM are unlimited. If a hold has been placed on deposits made to an account from which you wish to transfer funds, you cannot transfer the portion of the funds being held until the hold expires.

R. Confidentiality

We will disclose information to third parties about your account or the checks you deposit:

· When it is necessary for completing deposits, or

· In order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant, or

· In order to comply with government agency or court orders, or

· If you give us written permission.

S. Additional Disclosures

In addition to the above paragraph regarding confidentiality, you understand information about your accounts or the transfers you make may automatically be disclosed to others. For example, tax laws require disclosure to the government of the amount of interest you earn, and some transactions, such as large currency and foreign transactions, must be reported to the government. We may also provide information about your accounts to persons or companies we believe would use the information for reasonable purposes, such as when a prospective creditor seeks to verify information you may have given in a credit application or a merchant calls to verify a check you have written. In addition, we routinely inform credit bureaus when accounts are closed because they were not handled properly. We may also seek information about you from others, such as the credit bureau, in connection with the opening or maintaining of your account or in connection with approving your access to the System. You agree and hereby authorize all of these transfers of information.

T. Communications

Sending an e-mail through the Service is one way to communicate with us. However, you agree and acknowledge that e-mail is not a secure method of communication. You should not send an electronic mail message if you need to communicate with us immediately. Do not use e-mail to send banking instructions or to request Services provided through the System. You agree not to send an e-mail or text message while driving, or in any other manner that could be considered illegal.

Do not send account, transaction or confidential information via e-mail. If you e-mail us or ask us to reply to you via e-mail you agree to hold us harmless from any consequences, including financial loss, resulting from any unauthorized use or disclosure of your account or personal information resulting from e-mail. Also, if you send us an e-mail, it will be deemed to have been received on the following business day. The Credit union will have reasonable time to act on your e-mail. We are not required to act on any e-mail received and we are not responsible for misdirected or lost e-mails. At no time will we ask you for confidential information by e-mail.

Unless this Agreement provides otherwise, you can communicate with us in any one of the following ways:

· E-mail. You can contact us by e-mail at memserv@ranchofcu.org. (Please note that banking transactions through the System are not made via e-mail.)

· Telephone. You can contact us by telephone at (866) 855-9050.

· Facsimile. You can contact us by fax at (562) 803-4461.

· Postal Mail. You can write to us at:

Attn: Member Services

P.O. Box 2728

Downey, CA90242

· In Person. You may visit us in person at any one of our locations:

Refer to website for list of locations

You acknowledge and agree that as an authorized user of the System, all information provided to us from you in connection with your use of the Services is current, complete and accurate. In addition, you agree that we may send you e-mails, text messages, and or by any other methods, of communications relating to the Services (with an opportunity to opt-out).

U. Contacting Credit union Via E-Mail or Text Messaging

Sending an e-mail through the System or sending us a text message using your mobile access device are convenient ways to communicate with us. However, you acknowledge and agree that e-mail and text messaging are not secure methods of communication. You should not send these types of messages if you need to communicate with us immediately. Do not use e-mail or text messaging to send banking instructions or to request Services provided through the System.

Do not send account, transaction or confidential information via e-mail or text messaging. If you e-mail us or ask us to reply to you via e-mail or text messaging you agree to hold us harmless from any consequences, including financial loss, resulting from any unauthorized use or disclosure of your account or personal information resulting from e-mail or text messaging. Also, if you send us an e-mail or text message, it will be deemed to have been received on the following business day. The Credit union will have reasonable time to act on your e-mail or text message. We are not required to act on any e-mail or text message received and we are not responsible for misdirected or lost e-mails or text messages. At no time will we ask you for confidential information by e-mail or text messaging.

V. Periodic Statements

You agree that to the extent permitted by law, receipts, notices and disclosures associated with the System may be provided to you by e-mail, text messaging, facsimile, or over the Internet, either as part of a System session or otherwise. You will not receive a separate System statement. However your transactions involving transfers to or from your deposit accounts will be reflected on your monthly account statement. You may use the System to view activity in your account as indicated on the Internet Banking Enrollment Form. You agree to notify us of any changes to your mailing, e-mail address, or text message number. If you do not notify us, you will hold us harmless from any consequences, including financial loss, resulting from your failure to notify us of the change.

W. Consent to Electronic Delivery of Notices

In accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), you agree that any notice or other type of communication provided to you pursuant to the terms of this Agreement, and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically by posting the notice on the Credit union System website, by e-mail, text message, or by any other electronic means. You must provide us with your electronic address for such disclosures and notices during the enrollment period, and you agree to notify us immediately of any change in your electronic address by providing it through the System or Service. All disclosures and notices provided by us are deemed to be given and received by you immediately upon being sent to your electronic address, including those that may appear in your account statement from time to time. We are not required or obligated to provide any disclosure or notice to you by regular mail or by any other means other than electronically unless specifically required by law. If you withdraw your right for us to provide you with electronic delivery of such disclosures and notices we may terminate your access to the System. Your computer or mobile access device must have the ability to save such disclosures and notices or print them which were sent to you electronically from us. You may also request a paper copy of an electronic disclosure or notice at no charge by contacting us at 000-000-0000.

X. Disclaimer of Warranty and Limitation of Liability

We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, the existence of any latent or patent defects, viruses, or the accuracy or freedom from error, of the data or the program used by or furnished to the Credit union or to you by licenser or others, in connection with the System or Service(s) provided to you under this Agreement. Without limiting the generality of the foregoing, the Credit union makes no representation or warranty, express or implied, against any infringement of any proprietary rights of any other party. You assume the entire risk as to the quality and performance of the System, the suitability of the Service, and with respect to any documentation. This paragraph shall survive the termination of this Agreement by either account holder or the Credit union, and also limits the liability of any agent, employee or affiliate of the Credit union. We do not and cannot warrant that the System will operate without errors, or that any or all Service(s) will be available and operational at all times.

Except as specifically provided in this Agreement, or otherwise required by law, you agree that our officers, directors, employees, agents or contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of any services or products provided under this Agreement or by reason of your use of or access to the System, including loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty. Further, in no event, unless specifically stated otherwise in this Agreement, shall the liability of the Credit union and its affiliates exceed the amounts paid by you for the services provided to you through the System.

Y. Credit and Audit Review

You are subject to satisfactory credit and audit review by the Credit union from time to time, at the Credit union’s sole option and discretion, and in accordance with the Credit union’s established credit and auditing criteria. You shall, upon the Credit union’s request, provide to the Credit union any such credit and audit related information and assistance as the Credit union may require to perform any such review. Your failure to meet such standards in the sole discretion of the Credit union or to provide such information or assistance when requested shall constitute a breach of this Agreement and shall permit the Credit union to terminate this Agreement and your access to the System and the Services therein.

Z. Site Inspection and Visitation

You are subject to an on-site inspection at any location of your residence or business at any time and from time to time at the sole discretion of the Credit union to ensure compliance with the provisions of this Agreement. The Credit union shall not be liable or responsible to you or any third party for any loss, bodily harm, property damage, claims of the introduction of a virus or other malicious code into your system, including any which allegedly delay, alter or corrupt the data of yours, whether related to the transmission of imaged items or other data to the Credit union, or whether caused by the System, equipment, the Services, the Credit union, Internet service providers, Internet browsers, or other parties providing communication services to or from the Credit union to you in connection with the Credit union's entry on your premises for the purposes of installation or maintenance of the equipment, the System and Services, and for the purpose of conducting an on-site inspection.

AA. Severability

If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect.

BB. Headings

The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions.

CC. Waiver

Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach.

DD. Assignment

You may not assign this Agreement. The Credit union may assign this Agreement either in part or in whole at any time and with or without notice to you. This Agreement is binding upon your heirs and the Credit union's successors and assigns.

EE. Entire Agreement

This Agreement, together with the Internet Banking Enrollment Form, constitutes the entire agreement between you and the Credit union with respect to the subject matter in this Agreement and there are no understandings or agreements relative to this Agreement which are not fully expressed in this Agreement.

FF. Change in Terms

The Credit union may from time to time and any time amend, modify, add or delete (collectively and individually a "change") the terms of this Agreement with or without notice unless prohibited by applicable law. A change may include a change to existing terms, a change in terms, a change that involves a new term or a change that involves conditions not otherwise contemplated by account holder or the Credit union at the time this Agreement is entered. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or our electronic fund transfer system, you agree that we may notify you of the change in terms by mail or by posting a notice on our website. Further you agree that your continued use of the Services constitutes your agreement to the change. If you wish to decline to be bound by the change, you must terminate the account or discontinue the System to which the change relates; otherwise you will be deemed to have accepted and agreed to the change.

GG. Termination

We reserve the right to terminate this Agreement or limit your use of the System at any time and for any reason at our discretion reserve the right to cancel this Agreement at any time, with or without cause and without prior notice. Examples of when we may cancel this Agreement and the use of the Service(s) without prior notice include, but are not limited to:

· If you breach this or any other agreement we may have with you;

· If we have reason to believe that there has been or may be an unauthorized use of your User ID, Password and Authentication Method or account(s);

· If there is conflicting claims as to the funds in any of your account(s);

· If you request us to do so;

· If you do not access the System for a period of 90 days or longer;

· If you have insufficient funds in any one of your Credit union accounts; or

· If you do not designate a new Primary Account immediately after you or we close your Primary Account.

You may cancel your System access or access to certain Service(s) at any time by calling us at (000) 000-0000, or by writing to us at ADDRESS, CITY, STATE, and ZIP. Your access to the System or Service(s) will be suspended within TIME PERIOD of our receipt of your instructions to cancel the System or Service(s). Termination will not affect your liability or obligations under this Agreement for transactions that have been processed on your behalf. You will remain responsible for all outstanding fees and charges incurred prior to the date of termination. Termination will apply only to the System or Service(s) and does not terminate your other relationships with us.

II. Governing Law

This Agreement shall be construed in accordance with and governed by the laws of the State of STATE and this Agreement. It shall be the responsibility of you and your authorized representatives that transactions processed through the System comply with all local, state, and federal laws, rules and regulations, including but not limited to, sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America in existence as of the date of this Agreement and as amended from time to time. It shall further be the responsibility of you and your authorized representatives to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline.)

JJ. License and Intellectual Property

· License. The Credit union, subject to the terms and conditions of this Agreement, hereby grants you a non-exclusive, non-transferable license to:

· Use the System for those portions of the Service(s) selected by you, solely for your own business operations, in accordance with the terms of this Agreement;

· Copy and use the System and Service(s) support documentation to support your authorized use of the System; and

· Copy any System or Service actually delivered to you solely for archival or backup purposes.

· Protection and Security of System and Support Documentation. You agree to establish and maintain reasonable:

· Precautions and use commercially reasonable efforts to protect the confidentiality and security of the System and Support Documentation;

· Measures to protect the System and the Support Documentation from unauthorized copying, dissemination, disclosure or other unauthorized use; and

· Provisions to maintain a complete and accurate list of all locations where you have loaded and use the System, and make such list available to the Credit union upon the Bank's request.

In addition, you agree not to at any time either directly or indirectly:

· Copy or use the System or Support Documentation except as expressly authorized by this Agreement;

· Sublicense, rent, distribute, transfer, publish, disclose, display or otherwise make the System available to others;

· Use the System or Support Documentation for third party training, commercial time sharing or service bureau use;

· Alter, change, modify or otherwise create derivative works of the System or Support Documentation; and

· Reverse engineer, disassemble or decompile the System, except to the extent expressly permitted by applicable law.

If you or any third party take such action the Bank shall have the right to immediately terminate this Agreement and/or the license to the System upon notice to you.

· Ownership. You acknowledge and agree that all rights, title and interest in and to the System and the Support Documentation, together with modifications, enhancements and derivative works, and all intellectual property rights such as copyrights, patents, and trade secrets, pertaining to the System and the Support Documentation are:

· Owned exclusively by the Credit union and its licensors;

· Represented or contain valuable rights of the Credit union and its licensors; and

· Protected under United States patent, copyright, trademark and trade secret laws of general applicability.

No other license or interest in the System or Support Documentation, either express or implied, is granted under this Agreement other than the license set forth in this Agreement.

In addition, you agree not to at any time either directly or indirectly:

· Put to issue the scope, validity or ownership of the Credit union's (or its licensors') intellectual property rights in the System and Support Documentation;

· Perform any act which could reasonably be expected to impair the scope, validity or ownership of such intellectual property rights;

· Assert any ownership rights to the System or Support Documentation; or

· Remove or alter any copyright, trademark, or other intellectual property or proprietary right notices, legends, symbols or labels appearing on or in the System, Support Documentation or any packaging, and shall include any copy of the System or Support Documentation any copyright, trademark, or other intellectual property or proprietary right notices contained on the original.

You acknowledge and agree that this Agreement does not grant or convey to you an interest in or to the System or Support Documentation, or any right, title, interest or license in or to any trademark of the Credit union or its licensors but only a limited right of use (revocable in accordance with the terms hereof).

You hereby assign to the Credit union and/or its licensors, as directed by the Credit union, any rights, including any patent, copyright, mask work rights, trademarks, and trade secrets, which you may now have or may acquire at any time in the future to the System or the intellectual property rights to the System, and any other computer or mobile access device code using any of the System.

You agree to:

· Cooperate with the Credit union and its licensors to protect the System, including in connection with any lawsuits or disputes involving the System;

· Promptly notify the Credit union and provide relevant information and facts upon becoming aware of any actual or potential claim made by a third party regarding infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof, by the System; and

· In the event of any actual or potential infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof of the System by others:

· Grant to the Credit union and its licensors the sole right to determine the course of action with respect to such infringement and to bring any proceeding with respect thereto, and to settle, and collect any settlement amount or judgment for any such proceeding; and

· Agree that such licensors shall be solely entitled to any proceeds of any such proceeding, including without limitation any settlement proceeds, insurance proceeds, arbitration award, judgment, or other consideration in any form.

· Termination. You acknowledge and agree that the license to the System and Support Documentation will terminate upon the termination of this Agreement, or the termination of the Credit union's license to the System and Support Documentation.

· Limitation on Liability. The Credit union’s Licensors shall have no liability of any nature to you, or any third party, for damages, liabilities or claims, whether in contract, tort for negligence, infringement or otherwise, including without limitation damages, liabilities or claims arising from or under this Agreement, error in the System, or for any injury, damage or loss resulting from such error, or from any use of the System. Notwithstanding the generality of the foregoing, in no event will such licensors be liable for any consequential, indirect, incidental, special or punitive damages, or any lost profits or loss of any opportunity or good will, even if such licensors have been advised of the possibility of such.

· Compliance with Law. You shall not export, re-export or otherwise transfer, directly or indirectly, the System or any portion thereof to any location outside the United States without first complying with all applicable foreign and United States federal, state and local laws, rules, regulations or controls (including without limitation those regarding import, export, marketing, distribution or use of software programs).

· Assignment. You may not assign the license granted hereunder to any party whatsoever, except in connection with an assignment of the entire Agreement, subject to the terms of the Agreement. Any attempted assignment of the license in violation of this provision shall be void.

· Further Assurances. You agree to, at your expense, promptly execute and deliver such further documents and take any and all other actions reasonably requested by the Credit union from time to time, for the purpose of fully effectuating the intent and purposes of this Agreement, and to protect the interests of the Credit union, its licensors, and their respective successors and assignees.

· Injunctive Relief. You acknowledge that violation of your commitment regarding the security and use of the System may cause irreparable injury to the Credit union and/or its licensors, and agree that the Credit union be entitled to seek and obtain temporary and preliminary injunctive relief in a court of competent jurisdiction, without the necessity of proving actual damages or posting a bond, to prevent such violation.

· Survival. You agree that the provisions of this section of the Agreement survive termination of the license granted hereunder and the termination of this Agreement.

KK. Website Links

Our website, System or Service(s) may contain links to other websites, and they are solely provided to you as an additional convenience. You understand and acknowledge that by clicking or activating such links you will leave our website and go to the other website, and that we do not screen, review, approve, or otherwise endorse any content or information contained in these linked websites. You acknowledge and agree that we, our affiliates and partners are not responsible for the contents of any of these linked websites, including the accuracy or availability of information provided by the linked websites, and we make no representations or warranties regarding your use of the linked websites.

II. Terms and Conditions for Consumers Only

Section II applies only to Consumer and Consumer Transactions.

A. Liability for Unauthorized Use

Tell us AT ONCE if you believe that your User ID, Password or Authentication Method has been lost or stolen. Telephoning is the best way of keeping your possible losses down. You could lose all of the money in your account (plus your maximum overdraft line of credit if you have one).

If you tell us within two business days, you can lose no more than $50.00 if someone used your User ID, Password and Authentication Method without your permission. If you do NOT tell us within two business days after you learn of the loss or theft of your User ID, Password and Authentication Method, and we can prove that we could have stopped someone from using the User ID, Password and Authentication Method without your permission if you had told us, you could lose as much as $500.00.

Also, if your statement shows transfers that you did not make, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time.

If a good reason (such as a long trip or hospital stay) kept you from telling us, we may extend the time periods.

B. Error Resolution

Telephone us at (866) 855-9050 or write to us at P.O. Box 2728,, Downey, CA 90242, or e-mail us at memserv@ranchofcu.org as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt.

We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

· Tell us your name and account number (if any).

· Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

· Tell us the dollar amount of the suspected error.

If you tell us verbally, we may require that you send us your complaint or question in writing within 10 business days.

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

D. Financial Institution's Liability

If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages proximately caused by us. However, there are some exceptions. For instance, we will not be liable:

· If, through no fault of ours, you do not have enough money in your account to make the transfer.

· If the transfer would go over the credit limit on your overdraft line (if any).

· If the System wasn’t working properly, and you knew about the breakdown when you started the transfer.

· If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken.

· If there are other exceptions stated in our agreement with you.

E. Fees and Charges

You agree to pay the fees and charges for your use of the System and its Service(s) as we have established and may amend from time to time. These fees and charges will be in addition to any charges associated with the account you maintain with the Credit union. Our schedule of fees for the System and its Service(s) is set forth in the Credit union’s Schedule of Fees. You agree that all such fees and charges will be deducted from the Credit union checking account designated in this Agreement. If you close your account, you must contact us immediately to designate another account. You agree to pay any additional reasonable charges for services you request, which are not covered by this Agreement. You are also responsible for telephone and Internet service fees you incur in connection with your use of the System and the Service(s).

III. Terms and Conditions for Non-Consumers Only

Section III applies only to non-consumers and non-consumer transactions.

A. Services

In addition to the Services listed in Section I, Item G. above, you may also use the Services to:

· Receive special reports;

· Conduct Cash Concentration activities;

· Perform Positive Pay activities;

· Scan checks and make deposits into your accounts;

· Initiate domestic and international wire transfers; and

· Initiate ACH entries.

B. Bill Payment

You agree that that terms and conditions for the Bill Payment Service as described in Section I., Item J., under "Terms and Conditions for Both Consumers and Non-Consumers”, applies to non-consumer Bill Payments.

· Cash Concentration

By using the Cash Concentration option of the System, you can concentrate your funds deposited at financial institutions or regional lockbox accounts throughout the country into your primary account with us as outlined in the Internet Banking Enrollment Form. The centralized pool of cash is then available for more effective investment and debt reduction the next Business Day. The Cash Concentration option of the System allows you to create customized reports and improve your cash flow forecasting and financial planning.

D. Positive Pay

Positive Pay, via the System, identifies exception items on your account(s) as outlined on the Internet Banking Enrollment Form, allows you to request electronic images of exception items, and instructs us whether to pay or return those items.

Each Business Day, we provide to you a report via the System of checks presented to us for payment on the prior Business day which we have identified as exceptions. With Positive Pay, exceptions are determined by comparing checks presented to us with lists of checks issued or canceled by you transmitted electronically by you to us. We will not begin providing exception reports or activate the service until after we receive your first check issue report.

You must notify us via the System the same day we report exception items to you, by TIME deadline, which checks you want us to pay or which to dishonor and return. We are entitled to conclusively rely on the “pay or return” instructions received by us. Any communication purporting to have been sent by you will be deemed to have been sent by and authorized by you, and we are authorized by you to act in reliance on the communication. If you fail to notify us by the deadline, we will handle the exception items according to the default procedures in effect for you. Where available, you may choose the default procedure. In order to assist you in making a pay/no-pay decision on exception items, you may request a copy of any exception item.

· Acknowledgments. You authorize us to return checks in accordance with your return instructions. We will have no liability for payment of checks that have been altered or that bear forged, missing or unauthorized signatures if the checks are included in a report of exception items and you do not give us timely instructions to return the checks. By transmitting a check issue report to us, you warrant that all checks that match the information on the report were properly issued by you and we shall have no further responsibility or liability for examination of the checks for fraudulent signatures or material alterations.

The Positive Pay Service does not entirely replace our standard check processing procedures, which may cause a check to be dishonored even if your instructions or the default procedure do not otherwise require us to return such check. We will use reasonable efforts under the circumstances to respond promptly to proper request for copies of exception items, but you acknowledge that our failure to provide copies does not extend the deadlines by which you must notify us of your pay/no-pay decisions.

· Check Standards. You will ensure that all issued checks will be of minimum American National Standards Institute with respect to character position, formation and appropriate paper weight.

· Rejected Items. Rejected paid checks will be charged according to our Schedule of Fees. We shall promptly notify you of check quality problems.

E. Special Reports

The System will deliver special reports and statements which you designate on the Enrollment Form. These reports and/or statements will be available on the System for a period of TIME PERIOD from the date of issue for viewing and downloading.

F. Remote Deposit

The Remote Deposit Service (“Service”) allows you to operate an image scanner device specified by the Credit union to scan paper checks to create an image cash letter file to send to the Credit union through the System. This Agreement establishes the terms and conditions for electronic access to the remote deposit capture system (“System”).

You can use the Remote Deposit Service (the “Service”) to:

· Scan checks into imaged items and make deposits into your accounts designated on the Enrollment Form; and

· View deposit history, check images and reports.

Imaged Items sent to the Credit union or the Credit union’s designated processor will be cleared as Substitute Checks, Image Exchange Items, or ACH Entries in accordance with this Agreement.

Some of the Services may appear on your screen that have not been approved for you and, therefore, will not be available to you. Also, the Credit union may, from time to time, introduce new Services. We shall update this Agreement to notify you of the existence of these new services. By using these services when they become available, you agree to be bound by the terms and conditions in this Agreement and any updates thereto.

Information shown on the System is generally up to the minute. The available account balance may include deposits still subject to verification or other items memo posted to the account (e.g., debit card activity) and may not include outstanding checks or credits. The current balance is a count of items posted to the account. Please contact us if you have further questions.

· Equipment. You are required to purchase or lease equipment from the Credit union necessary to use the System (the “Equipment”). You agree to purchase or lease the Equipment in accordance with the prices listed in the Credit union’s Schedule of Fees. The Credit union makes no warranties of merchantability or fitness for a particular purpose or any other warranty, express or implied, on or regarding the Equipment. Warranties of the manufacturer of the Equipment (based upon standards applied by the manufacturer) may accompany the Equipment. If the Equipment fails while still under the manufacturer’s warranty, you are instructed to contact the manufacturer (or its representative thereof) in accordance with the warranty instructions that may be provided with equipment. The Credit union is not responsible for the servicing or repair of the Equipment. In the event the manufacturer’s warranty may be transferred, the Credit union shall transfer the warranty to you. The Credit union is not responsible for any errors or failures relating to any malfunction of the Equipment, nor for any computer or mobile access device virus or related problems that may be associated with the use of the Equipment. The Credit union has the right, in its discretion and at any time, to make changes to the Service that may result in the incompatibility of certain Equipment. The Credit union shall have no duty or obligation to update or replace any Equipment purchased by you in the event of such a change. In no event shall the Credit union be liable to you for any damages, including lost profits, lost savings, or other direct, indirect, incidental, special, or consequential damages arising out of the Credit unions use, or inability to use, or installation of, the Equipment, or for any claim by another party relating thereto.

· Posting of Deposits. Deposits initiated through the System before TIME on a business day are posted to your account the same day. Deposits completed after TIME or on a non-business day will be posted on the next business day. The System will provide you with automated deposit confirmations in the form of a unique transaction confirmation number from successful transmissions at the time a deposit is transmitted to the Credit union. It is your responsibility to understand and build into your Company’s transmission schedules the appropriate deadlines necessary to meet the availability schedules of the Credit union as set forth in the Deposit Account Agreements or as otherwise established by the Credit union. In addition, you are responsible for understanding and building into your Company’s transmission schedule the changes in transmission windows required by time changes associated with Daylight Savings Time.

You agree to communicate this information with any other persons with authorized access to your accounts concerning any transfers, payments, or other transactions from your accounts in order to avoid overdrafts.

· Your Operational Responsibilities.

· Maintaining at least one or more checking accounts at the Credit union eligible for the receipt of deposits of digitized images of checks.

· Performing initial installation procedures in accordance with the Credit union’s Remote Deposit Services User Guide.

· Using the System only for your internal business purposes.

· Agreeing to implement appropriate internal controls in accordance with the Credit union’s Remote Deposit Services User Guide, or those specifically mandated by the Credit union from time to time, at all of your locations where the Service is used, including providing any information regarding operational audits or additional information required or requested of the Credit union.

· Implementing separation of duties and other compensating controls to help mitigate the risk of one person having responsibility for end to end Service processing.

· Exercising due care in preserving the confidentiality of any User ID, Password, test key, or other code or Authentication Method provided by the Credit union and to prevent the use of the System by unauthorized persons, in addition to assuming full responsibility for the consequences of any missing or unauthorized use of or access to the System or disclosure of any confidential information or instructions by the customer, its employees and agents.

· Installing and implementing any changes and upgrades to the System as required by the Credit union within TIME PERIOD to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the System.

· Using only equipment authorized and approved by the Credit union as outlined in the Remote Deposit Services User Guide.

· Ensuring equipment is clean and operating properly at all times.

· Inspecting and verifying the quality of images, thus ensuring that the digitized images of the front and back of original checks (defined as a check for any amount in U.S. Dollars drawn on or payable through a U.S. financial institution that has not been previously presented and paid) are legible for all posting and clearing purposes by the Credit union. Specifically, you are representing and warranting that:

· The check image is an accurate representation of all information on the front and back of the original check at the time the original check was converted to a check image, and the check image contains all endorsements from the original check that permits financial institutions to:

· Acquire rights of a holder in due course in the collection process of Items;

· Handle, process, maintain and destroy original checks; and

· Ensure that no financial institution (depositary, collecting or payor), drawee, drawer or endorser receives presentment or return of, or otherwise is charged for an Item more than once in any form.

· Each check image (or related electronic data file) contains a record of all MICR line information required for a substitute check and otherwise satisfies all of the requirements of the American National Standards Institute (ANSI) X9.37 standards for image quality required by Check 21 and Regulation CC for the creation and/or transferring of a substitute check created from that check image;

· The original check, a duplicate check image, or any copy of the original check or check image will not be deposited by you with the Credit union (unless the Credit union instructs you to do so) or under any circumstances with any other credit union; and

· The original check, a duplicate check image, or any copy of the original check or check image will not be presented, transferred or returned such that the Credit union or any other person (such as the drawer of the check) will be asked to make payment based on a check or check image that the Credit union or the other person already paid.

In addition, your account(s) will be charged for any deposited check that is later returned to the Credit union due to an actual or alleged breach of any such representation or warranty.

· Using the System and equipment to enter, process and transmit original checks in accordance with procedures and transmission deadlines outlined in the Credit union’s Remote Deposit Services User Guide. You will create a check image of an original check using scanning equipment to scan the front and back of each original check, including the responsibility for entering the correct dollar amount of each check image. In addition, you are responsible for ensuring the MICR line information from the original check is accurately scanned, entered or repaired for each check image;

NOTE: A check image is considered received by the Credit union at a licensed location of the Credit union, and the Credit union is not responsible for any losses arising directly or indirectly from damage or alteration to the check image prior to its receipt by the Credit union. In the event the Credit union receives a check image from you on a day that is not a business day or after the applicable processing cutoff hour for a business day, the check image is deemed to have been received by the Credit union at the opening of the next business day.

· Any loss or failure to collect a check image that results from an inaccurate or illegible check image or failure to provide full and correct MICR data or dollar amount for a check image.

· Complying with the following security procedures and those outlined in the Credit union’s Remote Deposit Services User Guide and agreeing not to bypass, override or disable any security mechanisms in the software or processing equipment:

· You will comply with the instructions for using the Service contained in the Credit union’s Remote Deposit Services User Guide and those provided online when using the Service by taking reasonable steps to safeguard the confidentiality and security of any Passwords, Authentication Methods, equipment, and other proprietary property or information provided in connection with the Service.

· The person assigned as your Administrator has the authority to determine who will be authorized to use the Service on your behalf. You assume sole responsibility for the actions of the Administrator, the authority the Administrator provides to others to act on your behalf, and the actions of the persons designated by the Administrator to access and use the Service.

· You are solely responsible for establishing, maintaining and following security protocols as deemed necessary to ensure that imaged items transmitted directly to the Credit union are intact, secure and confidential until received by the Credit union.

· You agree to implement security procedures that the Credit union may offer from time to time to verify the authenticity of any imaged item transmitted to Credit union in the name of your Company. You agree that the Credit union may rely on and you are obligated on the imaged item transmission file, whether or not the file was authorized by you regardless of the security procedures implemented by you. In addition, if an imaged item transmission file was authorized by you, you are obligated on the file even if the Credit union 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 (e.g., duplicate transmissions of imaged items or errors in information provided to Credit union). The Credit union is not obligated to detect errors by you.

· You are required to limit access to any Passwords, Authentication Methods, and equipment to persons who have a need for such access, closely and regularly monitor the activities of employees who access the Service, immediately notify the Credit union if you have any reason to believe the security or confidentiality provisions required by this Agreement have been or may be breached, and immediately change the Password or Authentication Method if you know or suspect the confidentiality of the Password or Authentication Method has been compromised in any way.

· You agree to periodically change the Password(s) including whenever anyone who has had access to the Password is no longer employed or authorized by you to use the Service. The Credit union may elect to verify the authenticity or content of any transmission by placing a call to any authorized signer on your account or any other person designated by you for that purpose at the Credit union’s discretion. The Credit union may deny your access to the Service without prior notice if it is unable to confirm any person’s authority to access the Service or if the Credit union believes such action is necessary for security reasons.

· Maintaining qualified, trained and experienced personnel sufficient to perform the overall use of the Service, including the supervision and auditing of your employees’ use of the Service by designated administrative staff.

· Verifying Credit union’s receipt of your transmission(s) by verifying that deposits have been posted to the appropriate accounts, in addition to cooperating in any investigation and resolving any unsuccessful or lost transmission with the Credit union.

· Retaining each check for at least TIME PERIOD after the check has been digitized and processed, and promptly (but in all events within TIME PERIOD) providing any retained check (or, if the check is no longer in existence, a sufficient copy of the front and back of the check) to the Credit union as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any check. You are responsible for taking appropriate security measures to ensure that:

· Only authorized personnel have access to the original checks; and

· The information contained on the original checks or on any corresponding imaged items is not disclosed to third parties.

· Using commercially reasonable method(s) to destroy original checks after the required retention period has expired. You agree to destroy and dispose of the original checks with a high degree of care, including selecting and implementing appropriate destruction and disposal procedures. You are required to implement such procedures to ensure that the original checks are not accessed by unauthorized persons during the destruction and disposal process and, once destroyed, the original checks are no longer readable or capable of being reconstructed (e.g., through the use of competent shredding equipment).

· Retaining all information regarding your digitizing of checks as created by the System for at least TIME PERIOD.

· Cooperating with the Credit union in providing information in the event of lost, mistaken, incomplete or unusable electronic items, or in the event of claims of fraud, alteration, counterfeit or otherwise, including access to such records.

· Agreeing not to use the System to deposit or otherwise process:

· Non-cash items;

· Items for which the customer is not a holder in due course;

· Third party checks;

· Any checks which are drawn on a deposit account of yours at the Credit union or any other financial institution, or a deposit account of any business entity of which you are a principal, officer or authorized signer unless prior approval has been obtained from the Credit union in writing; or

· Substitute checks, except those which have been returned to the customer for any reason. Any previously truncated and reconverted substituted check must be physically deposited with the Credit union.

· Prohibited from engaging in any business or activity that:

· Would result in your Company being or becoming a “money service business” as defined in the Credit union Secrecy Act and its implementing regulations;

· Knowingly accepting restricted transactions in connection with another person in unlawful Internet gambling as defined in the Unlawful Internet Gambling Enforcement Act and Regulation GG (Prohibition on Funding of Unlawful Internet Gambling); or

· Directly or indirectly related to the use of the Service that is illegal or fraudulent.

· Ensuring that no information has been deleted or degraded from a substitute check returned by the Credit union in the event you capture for processing a digital image of a previously truncated and reconverted substitute check returned to you by the Credit union. If you capture for processing a digital image of any other previously truncated and reconverted substitute check, you are to ensure that the substitute check meets the requirements for legal equivalency under Regulation CC and the identifications of previous truncating and reconverting credit union(s) (as such terms are defined in Regulation CC) are preserved.

· Credit union Operational Responsibilities.

· Delivering the following items to the customer, in addition to providing access to the System:

· Remote Deposit Services User Guide;

· User IDs, temporary passwords and other related authentication methods; and

· Equipment necessary to perform the service.

· Providing initial installation and training support to ensure the proper implementation and use of the System;

· Providing maintenance and support for the System to ensure the accurate processing of checks, including but not limited to:

· Corrections, contingent or alternate work methods and fixes to any known system program bugs or errors;

· Modifications, enhancements and updates in the event the Credit union elects to make available to you; and

· Telephone and e-mail support during the Credit union’s normal business hours.

· Accepting for deposit to the applicable account digitized images of checks that are transmitted to the Credit union by you. Digitized images are deemed received upon confirmation by the Credit union of successful receipt of the transmission of the images that are complete, usable, and adhere to the data specifications set forth in the Credit union’s Remote Deposit Services User Guide. If the digitized images are not complete, are not useable, or do not adhere to data specifications, the images may not be processed by the Credit union, in which event your deposit will be adjusted and notification will be provided to you;

· Processing digitized images after the Credit union has received your transmission of the digitized images. The Credit union uses commercially reasonable efforts to present image exchange items and substitute checks for collection. Unless the Credit union notifies you otherwise, the Credit union provides same day credit to the applicable account for all items transmitted by the customer and received by the Credit union within the timelines established by the Credit union, and are subject to the Credit union’s availability schedule which may be amended without notice from time to time.

NOTE: Your deposit of a check image is subject to the Credit union’s verification and final inspection process. The Credit union may at any time deposit a check image or return all or part of a deposit of multiple check images to you without prior notice. The Credit union is under no obligation to inspect or verify a check image to determine accuracy, legibility or quality of the check image or MICR line information associated with the check image, or for any other purpose. However, the Credit union may correct or amend MICR line information associated with a check image to facilitate processing of the check image or a substitute check created from that check image.

The Credit union may process and collect a check image or a substitute check through one or more check clearing houses, Federal Reserve Credit unions, or other private clearing agreements with another credit union. The check images or substitute checks are subject to the rules of that clearing house, Federal Reserve Credit union, or private clearing credit union agreement.

The Credit union may hold and use funds in any deposit account of yours following termination of this Agreement and the Service for such time as the Credit union reasonably determines that any Item processed by the Credit union prior to termination may be returned, charged back, or otherwise a cause for any loss, liability, cost, exposure or other action for which the Credit union may be responsible, in addition to any other rights the Credit union may have with respect to your accounts. Without limitation, you recognize that under the Rules, the UCC, Regulation CC and the rules of any image exchange network credit union’s representations and warranties with regards to image exchange items and substitute checks may expose the Credit union to claims for several years following processing of the image exchange item or substitute check.

· Providing daily and monthly System reports, detailing items processed, return items, deposit adjustments and other related information;

· Retaining check images contained in the Credit union’s cash letter file for TIME PERIOD;

· If a payor financial institution returns an item to the Credit union for any reason, the Credit union may charge your applicable account for the returned item, whether or not the return is timely and proper, and may either:

· Return the item to you; or

· Re-present it to the payor financial institution before returning it to you.

Items may be returned as image exchange items, rather than substitute checks, as agreed by the parties. If a payor financial institution or other third party makes a claim against the Credit union or seeks a re-credit with respect to any check processed, the Credit union may provisionally freeze or hold aside a like amount in the applicable account pending investigation and resolution of the claim;

· Immediately suspending the System or the processing of any check or corresponding electronic item if the Credit union has reason to believe that there has been a breach in the security of the System, fraud involving your account(s) or check(s), or any uncertainty as to the authorization or accuracy of electronic items, including the right to process electronic items on a collection basis at any time; and

· Refusing to process any non-conforming items, including without limitation any items that do not meet the definition of a “check.”

· Disclaimer of Warranty, Limitation of Liability and Indemnity. We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, the existence of any latent or patent defects, viruses, or the accuracy or freedom from error, of the data or the program used by or furnished to the Credit union or to you by licenser or others, in connection with the System or Service(s) provided to you under this Agreement. Without limiting the generality of the foregoing, the Credit union makes no representation or warranty, express or implied, against any infringement of any proprietary rights of any other party. You assume the entire risk as to the quality and performance of the System, the suitability of the Service, and with respect to any documentation. This paragraph shall survive the termination of this Agreement by either account holder or the Credit union, and also limits the liability of any agent, employee or affiliate of the Credit union. We do not and cannot warrant that the System will operate without errors, or that any or all Service(s) will be available and operational at all times.

The Credit union agrees to be responsible only for performing the Service(s) expressly provided for in this Agreement and shall be responsible only for its actions or inactions for which the Credit union has engaged in gross negligence or willful misconduct in performing those Service(s). The Credit union will not be responsible for your acts or omissions and none of your employees or agents shall be considered agents of the Credit union. You agree to defend, indemnify and hold the Credit union harmless against any loss, liability or expense (including attorney’s fees and expenses) resulting from or:

· Any claim of any person that is responsible for any act or omission by you or your employees or agents;

· Any claims against the Credit union from a third party resulting directly or indirectly under this Agreement when the Credit union has acted in accordance with your instructions and/or within the terms of this Agreement;

· Your negligence or breach of this Agreement;

· Your failure to provide the appropriate information for an instruction via the System;

· Your failure to provide and maintain accurate information in this Agreement and Internet Banking Enrollment Form; and

· Any breach by you of any representation or agreements made pursuant to or in this Agreement.

You understand and agree that the Credit union’s liability and your sole and exclusive remedy for claims in connection with or arising out of this Agreement for any cause whatsoever and regardless of the form of action shall be limited to actual, direct damages for losses resulting from the Credit union’s gross negligence or willful misconduct. In no event shall the Credit union be liable for special, consequential, incidental, exemplary or similar damages including, but not limited to, lost profits or lost savings, even if the Credit union was advised of the possibility thereof.

Without limiting the generality of the foregoing provisions, the Credit union shall be excused from failing to act or delay in acting:

· If any legal constraint or circumstances beyond the Credit union’s control caused such failure or delay;

· If the System was not working properly, and you knew about the breakdown when you started the check image and deposit instruction; or

· If there are other exceptions stated in our agreement with you.

Nothing contained in this Agreement shall be deemed to relieve you of any liability, duty or obligation which may be imposed upon you by any federal, state or municipal laws, including without limitation, laws requiring you to maintain records regarding your business or employees or to withhold taxes or other deductions.

You will indemnify and hold harmless the Credit union, its licensors and providers of services, and their respective directors, officers, shareholders, employees and agents (each an “Indemnified Party”) from and against any third party suits, proceedings, claims, demands, causes of action, damages, liabilities, losses or expenses (including reasonable attorneys’ fees and other legal expenses) that result from or arise out of:

· The wrongful acts or omissions of you, or any person acting on your behalf, in connection with your use of the System or processing of checks hereunder, including without limitation:

· A breach by you of any provision, representation or warranty of this Agreement;

· The negligence or willful misconduct (whether by act or omission) of you, your customers, or any third party on behalf of you;

· Any modifications or changes to the System made by you or any third party within the control or on behalf of you;

· Any misuse of the System by you or any third party within the control or on behalf of you; or

· The failure by you to comply with applicable state and federal laws and regulations.

· Any act or omission of the Credit union that is in accordance with this Agreement or instructions from you; or

· Any claim by any recipient of a substitute check corresponding to a check processed by you hereunder, that such recipient incurred loss due to the receipt of the substitute check instead of the original check (a “Claim”).

The Credit union will not be liable to you for any of the following, unless liability or loss is a result of the Credit union’s breach of this Agreement or the gross negligence or willful misconduct of the Credit union or its employees or agents:

· Any damages, costs or other consequences caused by or related to the Credit union’s actions that are based on information or instructions that you provide to the Credit union;

· Any unauthorized actions initiated or caused by you or its employees or agents;

· The failure of third persons or vendors to perform satisfactorily, other than persons to whom the Credit union has delegated the performance of specific obligations provided in this Agreement;

· Any refusal of a Payor Financial Institution to pay an electronic item or substitute check for any reason, including without limitation that the check, electronic item or substitute check was allegedly unauthorized, was a counterfeit, had been altered, or had a forged signature;

· Any other party’s lack of access to the Internet or inability to transmit or receive data;

· Failures or errors on the part of Internet service providers, telecommunications providers or any other party’s own internal systems; or

· Actions by third parties, such as the introduction of a virus, that delay, alter or corrupt the transmission of an electronic item to the Credit union.

The Credit Union’s liability for errors or omissions with respect to the data transmitted or printed by the Credit union will be limited to correcting the errors or omissions. Correction will be limited to reprinting and/or representing substitute checks or electronic items to the Payor Financial Institution.

The Credit union shall indemnify and hold harmless you, and your directors, officers, shareholders, employees, and agents (each an “Indemnified Party”) from and against any third party suits, proceedings, claims, demands, causes of action, damages, liabilities, losses or expenses (including reasonable attorneys’ fees and other legal expenses) arising from a claim by a third party that your use of the System to:

· Capture electronic images of original checks;

· Electronically transmit the resulting electronic images to the Credit union for processing, in accordance with the Remote Deposit Service User Guide; and/or

· Store electronic copies of such electronic images within the System, directly infringes any valid United States copyright or United States patent of such third party (a “Claim”).

The Credit union shall have no liability under this provision to the extent a Claim is attributable to:

· Modification of the System by anyone other than the Credit union without the express prior written consent of the Bank, if liability for infringement would not have arisen but for such modification;

· Combination or use of the System with any software or hardware not provided by the Bank, if liability for infringement would not have arisen but for such combination or use with such software or hardware;

· Use of the System in any way not authorized by this Agreement, if liability for infringement would not have arisen but for such unauthorized use;

· Transmission of electronic images to any other computer or mobile access device, system or media, other than, transmission to the Credit union for the purpose of processing such electronic images as contemplated herein, if liability for infringement would not have arisen but for such transmission;

· Use of other than the most current release of the System provided to you, if liability for infringement would not have arisen if the most current release had been in use; or

· Any breach by you of this Agreement, if liability for infringement would not have arisen but for such breach.

If your use of the System is, or in the Bank’s opinion is likely to be, enjoined due to any Claim, the Credit union shall, at its sole option and expense, do one or more of the following:

· Provide you the right to continue using the System at no additional expense;

· Replace or modify the System with non-infringing software, without a material reduction in functionality or performance;

· Resolve any Claim so that you may continue using the System at no additional expense; or

· Terminate the Service and the license of the System.

Any action by the Credit union shall not relieve the Credit union of its obligation to indemnify Indemnified Parties in accordance with the other provisions of this provision, and you agree and acknowledge that the remedy provided in this provision is the sole and exclusive remedy of you, and consequently the sole and exclusive liability of the Bank, with respect to any Claim or any related action, and the Credit union shall not be otherwise liable to you for providing non-infringing software.

An Indemnified Party shall:

· Provide the indemnifying party prompt written notice of any Claim for which the Indemnified Party intends to claim indemnification;

· Provide the indemnifying party (and/or its licensors, in case the Credit union is the indemnifying party) the right to control and direct the investigation, defense and settlement of the Claim; and

· Cooperate fully with the indemnifying party (and/or its licensors, in case the Credit union is the indemnifying party) in the investigation, defense and settlement of such Claim.

The failure to deliver notice to the indemnifying party promptly after an Indemnified Party becomes aware of a Claim, if prejudicial to the indemnifying party’s ability to defend such action, shall relieve the indemnifying party of any liability to Indemnified Parties under this provision to the extent of such prejudice. An Indemnified Party shall not settle or compromise any Claim, and any settlement or compromise by an Indemnified Party of a Claim shall be void as against the indemnifying party and shall terminate the indemnifying party’s obligation to indemnify such Indemnified Party. The indemnifying party (and/or its licensors, in case the Credit union is the indemnifying party) may settle or compromise any Claim, provided that such settlement or compromise does not involve any admission of wrongdoing on the part of any Indemnified Party or require any payment or other performance by any Indemnified Party.

· Termination. Any termination will not affect obligations arising prior to termination, such as the obligation to process any checks and electronic items (including returned electronic items) that were in the process of being transmitted or collected prior to the termination date. Within TIME PERIOD after termination of this Agreement, you will return or remove all copies of the System and Remote Deposit Services User Guide in your possession or under your control, and will, upon request, certify in writing that you have returned or removed all such copies. In addition, you will keep your account(s) at the Credit union open until the later of:

· TIME PERIOD after the date of termination; or

· Final payment with respect to all processing fees, and will maintain funds in such account(s) in amounts and for a period of time determined by the Credit union in its reasonable discretion to cover any outstanding checks and your obligations for returns of checks, warranty claims, fees and other obligations.

If any such liabilities exceed the amount in the applicable account, the Credit union may charge such excess against any of your other accounts at the Bank, and you will pay immediately upon demand to the Credit union any amount remaining unpaid. You will also continue to retain checks and forward checks to the Bank.

G. Wire Transfer

This Agreement governs the origination and receipt of wire transfers on behalf of the Customer. The terms of this agreement are construed in accordance with the laws of the United States when applicable and with the laws of the STATE where the Credit union is located (the “State”) as amended from time to time. Unless otherwise defined, terms used in this Agreement shall have the meanings provided for in the Uniform Commercial Code, Article 4A (the “UCC-4A). Any controversy or claim between the Credit union and the Customer relating to this Agreement shall be determined by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. This Agreement, along with agreements related to accounts used for wire transfers, supersedes any prior agreements between the Credit union and the Customer and shall also be binding upon the Customer’s heirs, representatives, and successors. In the event of any inconsistency between this agreement and the account agreement with respect to wire transfers, this Agreement shall govern. If any part of this agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in effect.

· Security Procedures. The Customer agrees to the Bank’s security procedure options listed below and the format requirements as shown on the Bank’s current Wire Transfer Request form for each transfer request (and cancellation of a transfer request) transmitted to the Bank. Internet banking customers will transmit transfer requests in accordance with the Bank’s Internet Banking Agreement, but in the event the Internet banking system is unavailable, the option checked below will be used as an alternate method. In some cases the Credit union may take additional actions to those selected to verify the identification of the Customer or its agent, or to detect an error in the transmission or content of the transfer request. Any of these additional actions will not be considered part of this Agreement and may only be used periodically. Provided the Credit union complies with the security procedure selected by the Customer, the Customer shall be liable for payment of the transferred amount plus transfer fees, even if the transfer request was not actually transmitted or authorized by the Customer. If the Credit union does not follow the agreed security option, but can prove the transfer request was originated by the Customer, the Customer will still be liable for the transfer amount plus transfer fees. The Customer authorizes the Credit union to record electronically or otherwise any telephone calls relating to any transfer under this Agreement.

�� Option 1: Personal Identification Number (PIN)

Each transfer request transmitted to the Credit union by any means shall be accompanied by the following PIN:

�� Option 2: Callback Password

The Credit union shall telephone the Customer at the following telephone number to receive final verification by requesting the current “password” upon receiving a transfer request:

Callback Password: Callback Telephone Number:

�� Option 3: Signature Comparison and Additional Factor

PIN:

- or -

Callback Password: Callback Telephone Number:

�� Option 4: Multiple Options

Check the box above only if you request all selected options to be used for each transfer request. Otherwise any one of the previous selected options will be used.

Each funds transfer request shall be written (faxed or original) and shall include the signature of one of the authorized agents listed at the bottom of this Agreement. The corresponding signature will be compared to that appearing below or to picture identification. If Option 1 is selected, each transfer request transmitted to the Credit union shall be accompanied by the above PIN. If Option 2 is selected, the Credit union shall telephone the Customer at the above Callback Telephone Number to receive final verification by requesting the current “password” upon receiving a transfer request.

· Submission of Wire Transfers. All transmittals of wire transfer requests shall be made to the Bank’s Wire Transfer Department. Transmittal must be received by the Credit union before the local times listed below and in time to complete the requested security procedure. Transfer requests received after these times will be treated as being received on, and may be executed on, the following funds transfer business day. Times may vary at the Bank’s discretion.

Domestic Wire Transfer Cutoff Time: TIME

International Wire Transfer Cutoff Time: TIME

Internet Banking Wire Transfer Cutoff Time: TIME

Tax Payment Wire Transfer Cutoff Time: TIME

The Customer may not be able to amend or cancel a fund transfer request after the funds transfer request has been received by the Bank. The Credit union may at its discretion use reasonable efforts to act on the Customer's request for amendment or cancellation, but will not be liable if it does so. Furthermore, the Customer will indemnify and hold the Credit union harmless from any and all liabilities, costs and expenses the Credit union may incur in its amendment or cancellation efforts.

· Processing Wire Transfers. The Credit union shall process wire transfer requests based solely upon information received from the Customer. The Credit union may, at its discretion, process the wire transfer request through either the Federal Reserve Credit union System or the Society for Worldwide Interbank Financial Telecommunication (S.W.I.F.T.). In the case where the beneficiary’s credit union is the Bank, the Credit union may simply debit and credit the appropriate accounts as requested in the authorized wire transfer request.

If a wire transfer request indicates an intermediary credit union or a beneficiary’s credit union inconsistently by name and identifying number, execution of the request might be based solely upon the number, even if the number identifies a credit union different from the named credit union or a person who is not a bank. If a wire transfer request describes a beneficiary inconsistently by name and account number, payment might be made by the beneficiary’s credit union based solely upon the account number, even if the account number identifies a person different from the named beneficiary. The Customer’s obligations shall not be excused in these circumstances. The Credit union shall reject any transfer request or incoming wire transfer which does not conform to the limitations, security procedures, and/or other requirements set forth in this Agreement, such as availability of funds on deposit.

The Customer acknowledges that any wire transfer request executed by the Credit union will be subject to rules and regulations applicable to payment orders, including record keeping and information transmittal requirements under the federal Credit union Secrecy Act and its implementing regulations. Customer acknowledges and agrees that the Credit union may capture and transmit information regarding the Customer (for example, the Customer's name, address and account number) and regarding any beneficiary (for example, the beneficiary's name, address, account number, and other beneficiary identifiers) as part of the processing of a payment order. The customer agrees to assist the Credit union in connection with any requirements imposed on the Credit union in fulfilling the Bank's obligations in this regard.

The Credit union will comply with regulations issued by the US Treasury’s Office of Foreign Assets Control (OFAC). If any wire transfer request is to an entity listed on OFAC’s list of Specially Designated Nationals and Blocked Persons, by law the Credit union shall not complete the transfer and shall “block” the funds until such time OFAC issues a written release to the Bank. The Credit union shall have no liability to the Customer as a result of the Bank’s rejection of any transfer request or internal transfer if it complies with the terms of this Agreement.

The Credit union will comply with the provisions of the Unlawful Internet Gambling Enforcement Act (the “Act”) and Regulation GG (Prohibition on Funding of Unlawful Internet Gambling). The Customer acknowledges that the Customer is prohibited from knowingly originating or accepting prohibited or restricted entries or transactions in connection with another person in unlawful Internet gambling as defined by the Act and Regulation GG, which includes any of the following transactions or transmittals involving any credit, funds, instrument, or proceeds that Regulation GG prohibits any person engaged in the business of betting or wagering (which does not include the activities of a financial transaction provider, or any interactive computer, mobile access device, or telecommunications service) from knowingly accepting, in connection with the participation of another person in unlawful Internet gambling:

· Credit, or the proceeds of credit, extended to or on behalf of such other person (including credit extended through the use of a credit card);

· An electronic funds transfer, or funds transmitted by or through a money transmitting business, or the proceeds of an electronic funds transfer or money transmitting service, from or on behalf of such other person; or

· Any check, draft, or similar instrument that is drawn by or on behalf of such other person and is drawn on or payable at or through any financial institution.

· Payment to the Bank. The Customer agrees to pay the Credit union with available and collected funds on deposit for the amount of the wire transfer plus any current fees as listed in the Bank’s fee schedule at the time the Credit union executes a wire transfer or internal transfer. The Credit union shall be entitled to request cancellation of the transfer, or to undertake any other legal means to collect the amount of the transfer if unable to cancel, including exercise of right of offset as detailed in the Bank’s deposit agreement if the Customer fails to pay in accordance with this Agreement.

· Errors and Rejections. The Credit union may reject a wire transfer request for any reason or for no reason, including if the Credit union receives notice that a wire transfer transmitted by the Credit union has been rejected, insufficient collected funds in the Customer’s account, inability to verify the authenticity of the funds transfer request in accordance with the security procedures of this Agreement, or otherwise. The Credit union shall notify the Customer of the Bank’s rejection of the wire transfer request by telephone, electronic message, or U.S. mail. The Credit union will have no further obligation to transmit the rejected wire transfer if it complied with this agreement with respect to the original transfer request.

· Account Reconciliation. It is the Customer’s obligation to examine the statement for any discrepancy concerning any payment order. If the Customer fails to notify the Credit union of any such discrepancy within TIME PERIOD days after the Customer receives the statement or other sufficient information to detect such discrepancy, the Credit union shall not be liable for and the Customer shall indemnify and hold the Credit union harmless from any loss of interest with respect to the payment order and any other loss which could have been avoided had the Customer given such notice. If the Customer fails to notify the Credit union within TIME PERIOD after receiving the statement, the Customer is precluded from any claim against the Bank.

· Funds Transfer Method. The Credit union may, at its discretion, process the wire transfer request through either the Federal Reserve Credit union System or the Society for Worldwide Interbank Financial Telecommunication (S.W.I.F.T.). The Credit union will not be responsible for failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions, or other circumstances beyond the Bank's control. In addition, the Credit union shall be excused from failing to accept, execute or settle with respect to a wire transfer request if such would result in the Credit union exceeding any limitation upon its intraday net funds position established pursuant to present or future Federal Reserve guidelines, or otherwise the Credit union violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. or state governmental regulatory authority.

· Customer Liability. The Customer shall be liable to the Credit union for and shall indemnify and hold the Credit union harmless from any and all claims, causes of action, damages, expenses (including reasonable attorney’s fees and other legal expenses), liabilities and other losses resulting from acts, omissions, or provision of invalid or inaccurate data by the Customer or any other person acting in the customer’s behalf, including without limitation:

· A breach by the Customer of any provision of this Agreement;

· The Bank’s debiting or crediting of the account of any person as requested by the Customer; and

· The failure to act or the delay by any financial institution other than the Bank.

Any written notice to the Credit union by the Customer must be hand delivered or sent by U.S. mail or express carrier to the branch listed at the bottom of this agreement.

· Credit union Liability. The Credit union shall be responsible only for performing the wire transfer services provided in this Agreement and shall be liable only for its negligence or willful misconduct in performing these services. The Credit union shall not be liable for acts or omissions by the Customer or any other person including, without limitation, any funds transfer system, any Federal Reserve Bank, any beneficiary’s bank, and any beneficiary, none of which shall be deemed the Bank’s agent. Without limitation, the Credit union shall be excused from delaying or failing to act if caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, emergency conditions, strikes, or other circumstances beyond the Bank’s control. In addition, the Credit union shall be excused from delaying or failing to execute a transfer if it would result in the Bank’s exceeding any limitation on its intraday net funds position established through Federal Reserve guidelines or if it would result in violating any present or future risk control program of the Federal Reserve or a rule or regulation of other governmental regulatory authorities. In no event shall the Credit union be liable for any consequential, special, punitive, or indirect losses or damages incurred relating to this agreement including, without limitation, subsequent wrongful dishonor resulting from the Bank’s acts or omissions. Any liability of the Credit union for loss of interest resulting from its error or delay shall be calculated using a rate equal to the Federal Funds Rate at the Federal Reserve Credit union of STATE for the period involved. Payment will be made by crediting the appropriate account involved in the funds transfer.

· Amendments. The Credit union may amend any of the terms and conditions contained in this Agreement from time to time, including without limitation, any cutoff time, any business day, and any security procedure. Such amendments shall become effective upon receipt of notice by the Customer or such later date as may be stated in the Bank's notice to the Customer.

· Notices, Instructions, etc. The Credit union shall be entitled to rely on any written notice or other written communication believed by the Credit union in good faith to be genuine and to have been signed by an authorized agent of the Customer, and any such communication shall be deemed to have been signed by such person. The names and signatures of the Customer’s authorized agents are set forth at the bottom of this Agreement. The Customer may add or delete any of these authorized agents by written notice to the Credit union in form and substance satisfactory to the Bank. Such notice shall be effective on the TIME PERIOD following the day of the Bank's receipt thereof, unless otherwise specifically agreed to by the Bank.

Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered, or sent by United States registered or certified mail, postage prepaid, or by express carrier, and, if to the Bank, addressed to the following unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise expressly provided herein, any such notice shall be deemed given when received.

BANK

ADDRESS

CITY, STATE ZIP

ATTN: Wire Transfer Department

and, if to the Customer, addressed to:

· Data Retention. The Customer shall maintain records of each wire transfer request for TIME PERIOD following the requested transfer date and agrees to provide such records to the Credit union upon request to allow reconstruction.

· Term and Termination. The term of this Agreement shall begin on the day a copy of the Agreement signed by the Customer is delivered to and executed by the Bank, and shall end at TIME, local time of Bank, on the first anniversary thereof. Unless otherwise terminated by either party as set forth below, this Agreement shall renew for successive terms of one year each.

The Customer may terminate this Agreement at any time. Such termination shall be effective on the TIME PERIOD following the day of the Bank's receipt of written notice of such termination (unless the Credit union otherwise specifically agrees to earlier termination) or such later date as is specified in that notice. The Credit union reserves the right to terminate this Agreement immediately upon providing written notice of such termination to the Customer.

· Entire Agreement. This Agreement, together with the agreement governing the Customer’s account(s) (the "Account Agreement"), is the complete and exclusive statement of the agreement between the Credit union and the Customer with respect to the subject matter hereof and supersedes any prior agreement(s) between the Credit union and the Customer with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the Account Agreement, the terms of this Agreement shall govern. The Customer agrees that all transfers to or from an Account at the Credit union will remain subject to and limited by any limitations on the number of transfers to or from that Account, as set forth in the Account Agreement.

· Assignment. The Customer may not assign its interest or rights under this Agreement without the prior written consent of the Bank, and any purported assignment in violation of this section shall be void.

· Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties’ hereto and their respective legal representatives, successors, and permitted assigns. The Agreement is not for the benefit of any other person, and no other person shall have any right against the Credit union or the Customer hereunder.

· Headings. Headings used in this Agreement are for convenience only, and shall not be deemed a part of this Agreement.

· Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of STATE.

· Counterparts. This Agreement may be signed in counterparts, all of which shall constitute one agreement.

· Waiver. A waiver by the Credit union or the Customer of any term or provision shall not be construed as a waiver of such term or provision at any other time, or of any term or provision.

· Authorization. The Customer represents and warrants that the account number(s) listed below are owned entirely by the within named Customer, and are hereby authorized to be charged as instructed by the Customer for wire transfers and related fees:

The Customer hereby authorizes the following individuals as authorized agents for purposes of authorizing wire transfer requests on behalf of the Customer. These agents shall remain authorized until the Customer notifies the Credit union in writing of revocation of any agent’s authorization. Other individuals can be authorized only by adding them to this Agreement or by completion of a new Agreement with the Bank. Changes in authorized agents by the Customer shall be effective the TIME PERIOD following receipt of written notice or a new Agreement by the Bank.

Name: Signature: Title:

Name: Signature: Title:

Name: Signature: Title:

Name: Signature: Title:

H. Automated Clearing House

WHEREAS, the Financial Institution is a Participating Depository Financial Institution (“Participating Institution”) of the PAYMENT ASSOCIATION (“Association”) and may initiate electronic fund transfer Entries (the “Entries”) by means of the Automated Clearing House (“ACH”).

WHEREAS, the Company desires to initiate credit and debit Entries through the Financial Institution for deposit and transfer of funds to and from the accounts of certain Company’s customers and other parties (“Customers”) maintained at the Financial Institution and other Participating Institutions (“Accounts”).

NOW, THEREFORE, Financial Institution and Company agrees as follows:

1. Rules and Regulations. The Company will comply with all ACH Rules and abide by all local, state, and federal regulations, including but not limited to, the Electronic Fund Transfer Act and Regulation E, sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America in existence as of the date of this Agreement and as amended from time to time (herein collectively referred to as the “Rules”). It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline.) The specific duties of the Company provided in the following paragraphs of this agreement in no way limit the foregoing undertaking. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules. The term “Entries” shall have the meaning provided in the Rules and shall also mean (I) the data received from Company hereunder from which Financial Institution prepares Entries, and (ii) for the purposes of any request from Company for reversal of an Entry.

1. Consumer and Corporate Entries. The Company has requested that the Financial Institution permit the initiation of electronic credit and debit Entries for payment to and from consumer and/or corporate accounts maintained at the Financial Institution and other banks and financial institutions, by means of the ACH.

In consideration of the mutual promises contained herein this Agreement, it is agreed as follows:

· Consumer Entry Types. The Financial Institution will transmit the PPD credit and debit Entries initiated by the Company into the ACH as provided in the NACHA rules. The total amount of credit files sent by the Company shall not exceed established limits set forth by the Financial Institution.

· Corporate Entry Types. The Financial Institution will transmit the CTX, CCD and/or CCD+ credit and debit Entries initiated by the Company into the ACH as provided in the NACHA rules. The total amount of credit files sent by the Company shall not exceed established limits set forth by the Financial Institution.

1. Cross Border/International Entries. The Company may initiate cross border/international ACH Entries (IATs). In addition to complying with all ACH Rules (as well as future new or revised rules, and abiding by all local, state, and federal regulations, including but not limited to the Electronic Fund Transfer Act and Regulation E, sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America, the Company must also abide by::

· Applicable laws of the receiving country’s ACH network;

· International ACH Transaction Operating Rules; and

· The Bank Secrecy Act’s (BSA) “Travel Rule” information within the international payment format.

For definition purposes, an IAT is a debit or credit entry that is part of a payment transaction involving a financial agency’s office that is not located in the territorial jurisdiction of the United States. For the purposes of this definition, a financial agency means an entity that is authorized by applicable law to accept deposits or is in the business of issuing money orders or transferring funds. An office of a financial agency is involved in the payment transaction if it:

· Holds an account that is credited or debited as part of the payment transactions;

· Receives payment directly from a person or makes payment directly to a person as part of the payment transaction; or

· Serves as an intermediary in the settlement of any part of the payment transaction.

For clarification purposes, the IAT definition does not apply to transactions involving data received or processed offshore if the:

· Processing entity is not a party to the transaction;

· Processing does not alter the terms of the transaction; and

· Offshore party has no direct financial stake in the transaction through an account relationship or settlement obligation.

IAT entries must be originated using the IAT Standard Entry Class Code. IAT entries may be sent to demand, savings, general ledger, and loan accounts for live entries, pre-notes and returns. Zero dollar IAT entries may be sent to demand and savings accounts, but should not be sent to general ledger or loan accounts.

NOTE: While BSA only requires Travel Rule information when a funds transfer exceeds $3,000, the Company understands that ACH Rules require this information for all IAT entries.

The ACH Rule classifies IATs by focusing on where the financial agency that handles the payment transaction (movement of the funds) is located and not where any other party to the transaction (e.g., the originator or receiver) is located. Therefore, certain transactions that are sent as PPDs or CCDs, but are actually international transactions, must be sent as IATs.

The Company agrees that all of its originated IAT Entries include the BSA’s Travel Rule data within the ACH record for compliance with U.S. law. Specifically, IATs must include:

· A unique Company/Batch Header and Entry Detail Record;

· Seven required addenda (which is the same information provided in an international wire transfer) that includes:

· Name and physical address of the originator;

· Name and physical address of the receiver (beneficiary);

· Account number of the receiver;

· Identity of the receiver’s bank;

· Correspondent bank’s name, Bank ID number, and Bank Branch Country Code. Each correspondent bank involved in an IAT transaction must identity itself within an addenda record. A separate addenda record is to be added to the payment by each correspondent bank (for a maximum of five correspondent bank addenda records); and

· Reason for payment.

· Two optional addenda records to accommodate the transmission of remittance information. A maximum of 160 characters (80 characters per addenda record) can be included;

· A maximum of five addenda for required correspondent bank identification; and

· The seven required addenda for all returns (plus the one additional addenda record within which specific information related to the return would be included).

In addition the Company agrees to:

· Payment terms with the Receiver or trading partner before creating any IAT entry, such as:

· Currency;

· Payment mechanism;

· Penalties for late payments; and

· Timing of payments.

· Obtain authorization for payment origination from the Receiver or trading partner.

· Deliver payment instructions to the Financial Institution in the agreed upon format pursuant to the International ACH Payment Technical Specifications (The IAT Standard Entry Class (SEC) code consolidates international ACH transactions coded under the Corporate Cross Border (CBR) and Consumer Cross Border (PBR) SEC codes into a single SEC code with expanded format).

· Deliver payment instructions to the Financial Institution by the deadlines established within this Agreement.

· Provide immediate funding for credits originated, as specified within this Agreement.

The Financial Institution will notify the Company in the event that problems have occurred which may delay processing of an IAT entry. In addition, the Financial Institution will batch IAT Entries separate from other ACH transactions.

The Company agrees to become knowledgeable regarding the payment rules and regulations in the Receiver’s country, in addition to their own. The Company acknowledges that the Company and the Receiver are bound by the rules of their own countries’ national payments systems, and differences in rights and responsibilities may be significant.

1. EFTPS Tax Payments. The Company has requested that the Financial Institution permit it to initiate tax entries to/from accounts maintained at the Financial Institution and other financial institutions by means of the Automated Clearing House (the "ACH"). The Financial Institution has agreed to do so on the terms of this Agreement.

· General. The Financial Institution will transmit CCD credit tax payment Entries initiated by the Company into the ACH as provided in the NACHA rules. The total amount of credit files sent by the Company shall not exceed established limits set forth by the Financial Institution.

· Enrollment and Special Requirements of Federal Tax Payments. The Company warrants that it has enrolled in the Electronic Federal Tax Payment System (EFTPS) with the Internal Revenue Service (the “IRS”) and has selected the ACH Credit option. The Company warrants that all special requirements of the EFTPS system are met, including the generation of pre-notification entries before the first tax payment is sent. The Company further warrants that if it is generating the tax payment, it will use the CCD format with a TXP addenda record, as required.

· Funds Availability. The Company will immediately provide available funds to offset any credit Entries originated by the Company no later than TIME PERIOD, which may include settlement date or any pre-funding requirements required by the Financial Institution.

· Rejection of Entries. The Financial Institution shall reject any entry, including an on-us entry, which does not comply with the format or delivery requirements of this Agreement and may reject any entry if the Company is not otherwise in compliance with the terms of this Agreement. The Financial Institution shall notify the Company of such rejection no later than the business day such entry would otherwise have been transmitted by the Financial Institution to the ACH.

· Notice of Returned Entries. The Financial Institution shall notify the Company of the receipt of a returned entry from the ACH no later than TIME on the day received. The Financial Institution shall have no obligation to retransmit a returned entry if the Financial Institution complied with the terms of this Agreement with respect to the original entry.

· Reversals. Reversal entries and files are prohibited unless specifically approved by the Internal Revenue Service.

1. Point of Purchase (POP) Entries. The Company may initiate POP Entries through the ACH Network to its consumers’ checking accounts as an alternative to accepting consumer checks as payment for the purchase of goods or services including, but not limited to:

· Obtaining a check or draft from a consumer for the purchase of goods or services, and shall use the check as a source document only to capture the consumer’s routing and account information. The information from the check will be captured electronically, and the check will be stamped “VOID” and returned to the consumer. The draft must meet the following requirements to qualify as a source document for POP Entries:

· Drawn on a consumer account;

· Contain a pre-printed serial number;

· Not previously voided;

· Not previously negotiated by the customer;

· Not a third party check;

· Not a credit card, loan access, line of credit or overdraft access check;

· Not an obligation of a financial institution, such as a money order, cashier’s check, traveler’s check, official check, etc.;

· Not drawn on the Treasury of the U.S., a Federal Reserve Bank, or a Federal Home Loan Bank;

· Not drawn on state or local governments that are not payable through or at a participating DFI; and

· Payable in U.S. currency.

· The Company will provide an authorization form for the consumer to sign containing, but not limited to:

· Company’s name;

· Company’s telephone number (or the telephone number of the Third Party Service Provider, if applicable);

· Date of the transaction;

· Amount of the transaction;

· Check serial number captured from the source document;

· Merchant number or another unique number that identifies the location of the transaction; and

· If the Company intends to collect NSF fees through the ACH (as a separate transaction), then an authorization must be signed by the receiver containing clear and conspicuous wording to advise the receiver that NSF fees will be collected in this manner.

· A copy of the authorization will be provided to the consumer.

· The Company will provide an ACH formatted file using the POP standard entry class (SEC) code. It is optional for the Company to include in the “Individual Name” field either the Receiver’s name or a reference number or code that identifies a particular transaction or customer. The Company must place the check serial number in the “Check Serial Number” field. There is no dollar limit to POP transactions. All POP Entries must contain the word “PURCHASE” within the “Company Entry Description” field of the Company/Batch Header Record.

· The Company may initiate credit Entries for reversals or corrections only.

· POP Entries will only be reinitiated by the Company in cases of insufficient or unavailable funds and no more than three (3) times.

1. Represented Check (RCK) Entries. The Company may create ACH debit Entries for the purpose of collecting funds for checks that have been returned for insufficient or uncollected funds. In order to be eligible for this type of entry, the check must meet the following criteria:

· Amount not to exceed AMOUNT;

· Drawn on a consumer account;

· Must not be stale-dated (check must be dated less than 180 days from the date the entry is transmitted to the RDFI);

· Indicate on the document that it was returned for insufficient or uncollected funds;

· Must not have been submitted for payment more than two times in paper form if the entry is an initial represented check entry, and no more than once in paper form if it is a reinitiated represented check entry;

· Must be an item within the meaning of Revised Article 4 of the Uniform Commercial Code; and

· Must be a demand draft drawn on or payable through or at a participating DFI, other than a Federal Reserve Bank or a Federal Home Loan Bank.

Paper items specifically excluded from eligibility include, but are not limited to:

· Non-cash items (as defined by Regulation CC);

· Drafts drawn on the Treasury of the United States, a Federal Reserve Bank, or a Federal Home Loan Bank;

· Drafts drawn on a state or local government that are not payable through or at a participating DFI (as defined in the NACHA operating rules);

· United States Postal Service money orders;

· Items payable in a medium other than United States currency;

· Third party items; and

· Demand drafts and third party drafts that do not contain the signature of the check writer.

Formatting of represented check Entries requires the following:

· “REDEPCHECK” must be placed within the Company Entry Description field of the Company/Batch Header Record;

· The original payee on the face of the check must be identified within the Company Name Field of the Company/Batch Header Record; and

· The check serial number of the item to which the represented check entry relates must be placed within the Check Serial Number Field of the RCK Entry Detail Record.

The Standard Entry Class (SEC) Code of ‘RCK’ will be used for represented check Entries.

The Company acknowledges that for the following specific reasons represented check Entries may be returned by the RDFI for up to sixty (60) days after the settlement date of the item:

· The check is ineligible;

· No notice of the represented check entry policy was provided to the consumer by the originating company;

· All signatures on the check are not authentic or authorized;

· The check has been altered;

· A stop payment has been placed on the item to which the represented check entry relates; or

· The entry is for an amount different than the face value of the check to which the represented check entry relates.

The Company acknowledges that original checks must be retained for a period of ninety (90) days from the settlement date of the represented check entry, including copies of original checks for a period of seven (7) years from the settlement date of the entry. Copies must be readily available to provide to customers, upon request, within TIME PERIOD of the request.

1. Third Party Processor. The provisions of this section apply in the event the Company has contracted with a Third Party Processor for the processing of ACH services in which the Third Party Processor does not have an agreement with Financial Institution to originate Entries to the Financial Institution on behalf of the Company.

The Company acknowledges that it will maintain valid ACH processing agreements with the Third Party Processor which outline and include, but are not limited to, the following roles and responsibilities:

· Authorized contacts and transmittal documents;

· Compliance with all ACH Rules, in addition to future new or revised rules, and abide by all local, state, and federal regulations, including but not limited to the Electronic Fund Transfer Act and Regulation E, sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America;

· Disclosure of audit documentation upon request;

· File creation and retention;

· File medium and format;

· File reversals and error resolution procedures;

· Financial liability and indemnification;

· Funds availability;

· Holiday schedule;

· Obtaining and maintaining authorizations for Entries;

· Pre-notifications;

· Processing schedule and deadlines;

· Remake of files;

· Returns and notification of change;

· Security agreements;

· Settlement of funds;

· Schedule of fees for services rendered; and

· Types of Entries to be originated.

The Company acknowledges that the use of a Third Party Processor does not relieve the Company of its obligations under the ACH Rules, nor does it change the timing of when actions must be taken (i.e. response to Notification of Change, etc.). In addition, the Company acknowledges that it is responsible for making funds available for settlement of ACH files created on its behalf by its Third Party Processor.

1. Prohibited or Restricted Entries. The Company acknowledges that it is prohibited from engaging in any business or activity that would result in the creation or acceptance of prohibited or restricted entries, including those that would result in the Company:

· Being or becoming a “money service business” as defined in the Bank Secrecy Act and its implementing regulations;

· Knowingly originating or accepting prohibited or restricted entries or transactions in connection with another person in unlawful Internet gambling as defined in the Unlawful Internet Gambling Enforcement Act and Regulation GG (Prohibition on Funding of Unlawful Internet Gambling), which includes any of the following transactions or transmittals involving any credit, funds, instrument, or proceeds that Regulation GG prohibits any person engaged in the business of betting or wagering (which does not include the activities of a financial transaction provider, or any interactive computer, mobile access device, or telecommunications service) from knowingly accepting, in connection with the participation of another person in unlawful Internet gambling:

· Credit, or the proceeds of credit, extended to or on behalf of such other person (including credit extended through the use of a credit card);

· An electronic funds transfer, or funds transmitted by or through a money transmitting business, or the proceeds of an electronic funds transfer or money transmitting service, from or on behalf of such other person; or

· Any check, draft, or similar instrument that is drawn by or on behalf of such other person and is drawn on or payable at or through any financial institution.

· Knowingly originating or accepting prohibited or restricted entries or transactions defined under the sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America; and

· Directly or indirectly related to the use of the ACH that is illegal or fraudulent.

1. Delivery of Entries to Financial Institution.

· Delivery Requirements. All Entries shall be delivered by the Company to the Financial Institution location(s) and in compliance with the formatting and other requirements set forth in Schedule A attached hereto (the “Delivery Requirements”). [The total dollar amount of Entries transmitted by the Company to the Financial Institution for each batch on any one day shall not exceed $ . In the same respect, the total number of entries transmitted by the Company to the Financial Institution within each batch on any one day shall not exceed .]

· Security Procedures. The Company and the Financial Institution shall comply with the security procedure requirements described in Schedule B attached hereto (the “Security Procedures”) with respect to Entries transmitted by the Company to the Financial Institution.

· Customer Authorizations and Record Retention. Before the initiation by the Company of the first Entry to a Customer’s Account, the Company shall obtain from such Customer an authorization set forth in Exhibit 1 attached hereto (the “Authorization Agreement for Automatic Payments (ACH Credits)” or the “Authorization Agreement for Preauthorized Payments (ACH Debits)”) to initiate one or more Entries to the Customer’s Account, which authorization shall comply with the Rules. Company shall provide Customer with a copy of such authorization. Each Entry thereafter shall be made pursuant to such authorization, and no Entry shall be initiated by the Company after such authorization has been revoked or the arrangement between the Company and such Customer has terminated. The Company shall retain Customer authorizations for TIME PERIOD after they have terminated and other documents related to Entries for TIME PERIOD. The Company shall immediately furnish such authorizations and documents to the Financial Institution upon the Financial Institution’s request.

· Pre-notification. The Financial Institution recommends the Company issue zero dollar pre-notification Entries TIME PERIOD prior to initiating the first live dollar Entries. Such Entries are to be provided to the Financial Institution in the format and on the medium provided in the NACHA rules and set forth in Schedule A. Should the Company receive notice that any such pre-notification has been rejected by a Receiving Depository Financial Institution (the “RDFI”), or that a RDFI will not receive Entries without having first received a copy of the written authorization signed by its customer (the “Receiver”), the Company will initiate no further Entries to the Receiver until such time as the Company provides the RDFI with such authorization. At such time, the Company may initiate Entries within the time limits provided in the ACH Rules.

The Company understands that ACH Entries to a Receiver’s account where the individual name does not match the account information will be posted based on the account information provided in the ACH transaction, not based on the name, individual identification or other information provided in the Entry. Therefore, it is the responsibility of the Company to verify that the individual signing the ACH debit or credit authorization is in fact entitled to use of the specified account. However, the Company’s obligation to pay the amount of the Entry to the Financial Institution is not excused in such circumstances.

· Errors and Notification. The Company agrees to notify the Financial Institution within TIME PERIOD in the event the Company discovers that any Entry the Company has initiated was made in error. In such a case, the Financial Institution will utilize its best efforts to initiate an adjusting Entry or cease the processing of any “on-us” Entry. Should the Financial Institution be unable to stop the Entry from posting, or the time period has expired to withdraw the item from the ACH Operator, the Company may initiate a reversal file to correct the Entry, as provided for and abiding by the ACH Rules.

Should a reversal be created for an individual Entry or Entries, as opposed to a complete file reversal, the Receiver(s) of the Entries must be notified of the reversal no later than the settlement date of the reversing entry. Should a reversal be created for a complete file reversal, the Company must advise the Financial Institution within TIME PERIOD of settlement.

· Cancellation and Amendment of Entries; Reversals. The Company shall have no right to cancel or amend an Entry after it is delivered to the Financial Institution. The Financial Institution, however, shall use reasonable efforts to act on a request by the Company for reversal of an Entry file pursuant to the Rules; provided, however, that the Financial Institution shall not be liable for interest or losses if such reversal is not affected. Any request by the Company for reversal of an Entry must comply with the Delivery Requirements and the Security Procedures. The Company shall reimburse the Financial Institution for any expenses, losses, or damages the Financial Institution may incur in affecting or attempting to affect Company’s request for the reversal of an Entry.

The Company acknowledges that it is responsible for recreating Entries In the event that any Entries are rejected by the ACH for any reason. The financial institution is responsible for reissuing the file in the event the file was rejected due to an error caused by the Financial Institution. As such, it is the responsibility of the Company to provide the Financial Institution with sufficient information to allow the Financial Institution to recreate the Entries and file for up to TIME PERIOD after midnight of the settlement date.

1. Processing, Transmittal and Settlement by Financial Institution.

· Processing, Transmittal, and Settlement. The Financial Institution shall (i) process Entries received from the Company to conform with the requirements set forth in this Agreement, (ii) transmit such Entries as an Originating Depository Financial Institution to an Automated Clearing House processor (“ACH”) selected by the Financial Institution in its sole discretion, and (iii) settle for such Entries as provided in the Rules.

· Timing. The Financial Institution shall transmit such Entries to the ACH Operator by the deadline of the ACH ODFI set forth in Schedule C attached hereto (“Company Calendar”) [two (2) business days] prior to the Effective Entry Date shown in such Entries, provided (i) such Entries are received by the Financial Institution’s related cut-off time set forth in Schedule C on a business day, (ii) the Effective Entry Date is at least two days after such business day, and (iii) the ACH is open for business on such business day. For purposes of this Agreement (x) a “business day” is a day on which the Financial Institution is open to the public for carrying on substantially all of its business [other than a Saturday or Sunday], and (y) Entries shall be deemed received by the Financial Institution in the case of transmittal by electronic transmission, when the transmission (and compliance with any related Security Procedure) is completed as provided in the Delivery Requirements.

If any of the requirements of the preceding paragraph are not met, the Financial Institution shall use reasonable efforts to transmit such Entries to the ACH by the next deposit deadline of the ACH following that specified in Schedule C which is a business day and a day on which the ACH is open for business.

1. On-Us Entries. Except as provided in Section 9, in the case of an On-Us Entry, the Financial Institution shall credit the Receiver’s account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth in Section 6, clauses A. and B. are met. If either of those requirements is not met, the Financial Institution shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry on the next business day following such Effective Entry Date.

1. Returns and Notifications of Change. The Financial Institution may reject any Entry for any reason. The Financial Institution shall notify the Company of such rejection (either electronically, in writing, by telephone, or as otherwise agreed to by the Financial Institution and the Company) no later than the end of the business day after the Effective Entry Date. The Financial Institution shall have no obligation to reexecute a returned Entry. Upon receipt of return of items with a return reason code of authorization revoked or Customer advises unauthorized, the Company will cease transmission of said transactions until a new authorization has been signed by the Customer (authorization revoked) or until corrections have been made or an authorization has been obtained (Customer advises unauthorized). Financial Institution shall not be liable to Company for the rejection of any Entry, for Company’s non-receipt of a notice given to Company, or for the failure to give notice of rejection at an earlier time than provided for herein. Financial Institution shall not be required to pay Company interest on a rejected Entry for the period from rejection to the Entry to Company’s receipt of the notice of rejection.

The Financial Institution shall notify the Company of any return or notification of change Entries received for the Company no later than TIME PERIOD after the receipt of the item. This notification may be given by e-mail, telephone or fax notification to an authorized representative of the Company. Upon receipt of notification of change items, the Company must make the correction within TIME PERIOD, or before the next transaction (whichever is later).

1. Provisional Payment. The Company represents to the Financial Institution and agrees that it shall be bound by the provision of the Rules making payment of an Entry by the RDFI to a Receiver provisional until receipt by the RDFI of final settlement for such Entry, and specifically acknowledges that it has received notice of that Rule and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and the Company shall not be deemed to have paid the Receiver the amount of the Entry.

1. Security Procedures for Unauthorized, Authorized and Inconsistent Entries.

· Purpose of Security Procedures. The Company agrees that the purpose of the Security Procedures is to verify the authenticity of Entries transmitted to the Financial Institution in the name of the Company and not to detect an error in the transmission or content of any Entry, and that no security procedure for the detection of such errors has been agreed upon by the Financial Institution and the Company, and the Financial Institution will undertake no such effort.

· Protection of Security Procedures. The Company is strictly and solely responsible to establish and maintain procedures to safeguard against unauthorized transmissions of Entries. The Company warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and of any passwords, codes, security devices and related instructions provided by the Financial Institution in connection with the Security Procedures. If the Company believes or suspects that any such information or instructions are known or have been accessed by unauthorized persons, the Company shall notify the Financial Institution immediately.

· Unauthorized Entries. An Entry delivered to the Financial Institution that purports to have been transmitted or authorized by the Company shall be effective as the Company’s Entry as provided herein even if the Entry was not in fact authorized by the Company, provided the Financial Institution has accepted the Entry in compliance with the Security Procedures with respect to such Entry.

· Authorized Entries. If an Entry received by the Financial Institution was transmitted or authorized by the Company, it shall be effective as the Company’s Entry as provided herein, even if the Financial Institution did not comply with the Security Procedures with respect to that Entry and even if that Entry was erroneous in any respect or such error would have been detected if the Financial Institution had complied with the Security Procedures.

· Inconsistent Entries. The Company acknowledges and agrees that (i) if any Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the Financial Institution to an RDFI may be made by RDFI (or by the Financial Institution in the case of an On-Us Entry) on the basis of the account number even if it identifies a person different from the named Receiver, and that the Company’s obligations to pay the amount of the Entry to the Financial Institution is not excused in such circumstances, and (ii) if an Entry describes the RDFI inconsistently by name and identifying number, payment of the Entry may be made by the RDFI on the basis of the account number even if it identifies an RDFI different from the named RDFI, and that the Company’s obligation to pay the amount of the entry to the Financial Institution is not excused in such circumstances.

1. Company Account. The Company shall at all times maintain sufficient available funds in a deposit account maintained at the Financial Institution (the “Company Account”) to pay the amount of all credit and debit Entries, fees and other amounts that the Company is obligated to pay the Financial Institution under this Agreement. The Financial Institution in its sole discretion may require the Company to have sufficient available funds in the Company Account to cover the amount of a credit or debit Entry prior to the Financial Institution’s transmittal of such Entry to an ACH or the Financial Institution’s crediting or debiting of a Receiver’s account in the amount of an On-Us Entry. In the absence of such a requirement, the Company shall be obligated to have such available funds in the Company Account at such time on the Settlement Date with respect to such Entry, or in the case of an On-Us Entry, the date of crediting or debiting the Receiver’s account, as the Financial Institution, in its discretion, may determine. The Financial Institution may, without prior notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting the Company Account, and may credit the Company Account for any amount to which Company is entitled under this Agreement. If there are insufficient funds available in the Company Account to pay amounts the Company owes the Financial Institution under this Agreement, Company shall pay any amounts due immediately upon demand, and the Company agrees that the Financial Institution may debit any account maintained by the Company with the Financial Institution or that the Financial Institution may set off against any amount it owes to the Company, in order to obtain payment of the Company’s obligations.

1. Company’s Representations, Warranties, and Indemnification. The Company represents and warrants that for each Entry the Company delivers to the Financial Institution that: (i) the Entry is a credit or debit Entry and complies with the terms of this Agreement and the Rules; (ii) the Company has complied with the Rules with respect to the Entry; (iii) there has not been and shall not later be any breach of any warranty of the Company as an Originator or of the Financial Institution as an ODFI under the Rules; (iv) the Company has not breached any warranty contained in this Agreement; and (v) the Entry complies with all local, state, and federal regulations, including but not limited to the Electronic Fund Transfer Act and Regulation E, sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America in existence as of the date of this Agreement and as amended from time to time. It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline.)

The Company shall indemnify the Financial Institution against any loss, liability, or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or warranties.

1. Notices and Statements. The Financial Institution is not required to and will not provide the Company or Customers with notice of receipt or the Financial Institution’s transmittal or crediting or debiting of Entries. Entries and other credits and debits to the Company Account will only be reflected on the periodic statement for the Company Account. The Company shall notify the Financial Institution of any unauthorized or erroneous Entries or any other discrepancy or error on the periodic statement within TIME PERIOD of receipt of the statement, after which the statement will be conclusively presumed to be correct. The Financial Institution shall not be liable for any interest or losses resulting from the Company’s failure to give such notice.

1. Liability of Financial Institution; Limitations on Liability.

· Performance of Financial Institution. The Financial Institution shall be responsible only for performing the services it expressly agrees to perform in this Agreement, and shall be liable only for direct damages caused by its negligence in performing those services. The Financial Institution shall not be responsible for any acts or omissions of the Company, including without limitation the amount, accuracy, timeliness of delivery or Customer authorization of any Entry received from the Company, or any act or omission of any other person, including without limitation Association, and Federal Reserve Financial Institution, any ACH or transmission or communications facility, and data processor of the Company, or any Receiver or RDFI (including without limitation the return of an Entry by such Receiver or RDFI), and no such person shall be deemed Financial Institution’s agent.

· Limit on Damages. In no event shall the Financial Institution be liable for any consequential, special, punitive, or indirect loss or damage which Company may incur or suffer in connection with this Agreement, including without limitation loss or damage from subsequent wrongful dishonor resulting from the Financial Institution’s acts or omissions in performing its services under this Agreement.

The Financial Institution’s liability to the Company in the event the Company incurs any loss due to mishandling of a particular Entry or Entries by the Financial Institution shall be limited to:

· Liability for its own negligence or willful misconduct; and

· The amount recoverable by the Financial Institution from the ACH, or any third party pursuant to the ACH Rules or any indemnity agreement. Compensation shall be calculated using the compensation rules provided in the ACH Operating Rules publication.

· Force Majeure. The Financial Institution shall not be responsible for any failure to act or delay in acting if such failure is caused by legal constraint, the interruption of transmission or communication facilities, computer or mobile access device malfunction or equipment failure, war, emergency conditions, or other circumstances beyond the Financial Institution’s reasonable control. In addition, the Financial Institution shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in the Financial Institution’s having violated any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other governmental regulatory authority.

· Interest. Subject to the foregoing provisions of this Section, any liability which the Financial Institution may have for loss of interest for an error or delay in performing its services hereunder shall be calculated by using a rate equal to the average Federal Funds rate of the Federal Reserve Financial Institution of STATE for the period involved, less any applicable reserve requirements.

1. Indemnification. The Company shall defend, indemnify, and hold harmless the Financial Institution, and its officers, directors, agents and employees, from and against any and all actions, costs, claims losses, damages or expenses, including attorneys’ fees and expenses, resulting from or arising out of (i) any breach of any of the agreements, representations, or warranties of the Company contained in this Agreement, or (ii) any act or omission of the Company or any other party acting on the Company’s behalf, including but not limited to parties described in this agreement.

1. Payment for Financial Institution Services. The Company shall pay the Financial Institution fees for the services provided by the Financial Institution under this Agreement in accordance with Schedule E attached hereto (the “Service Fees”). Such charges do not include, and the Company shall be responsible for payment of, sales, use, or excise, value added, utility or other similar taxes relating to the services provided for in the Company’s agreement between the Financial Institution and the Company with respect to the Company Account (the “Account Agreement”). The fees for the services provided by the Financial Institution under this Agreement in accordance with Schedule E shall have a term of TIME PERIOD, during which time the prices and terms of this Agreement shall be guaranteed by the Financial Institution. The Agreement will automatically renew at the end of TIME PERIOD at the prices and terms then if effect, and shall continue after the initial contact period until terminated at the end of any calendar month, by either the Company or the Financial Institution giving the other at least TIME PERIOD prior written notice, stating the termination date. Amendments to this Agreement shall be effective only when in writing and signed by the Financial Institution and the Company.

1. Termination. The Financial Institution may terminate this Agreement immediately by notice to the Company, or without notice if the Company breaches any of its obligations under this Agreement or the Rules. The Company may terminate this Agreement at any time upon TIME PERIOD prior notice to the Financial Institution. Termination shall not affect any of the Financial Institution’s rights or the Company’s obligations under this Agreement or related to Entries initiated by the Company prior to such termination.

1. Confidentiality. The Company acknowledges that it will have access to certain confidential information regarding the Financial Institution’s execution of Entries, the Security Procedures, and the services contemplated by this Agreement. The Company shall not disclose any such confidential information of the Financial Institution and shall use such confidential information only in connection with the transactions contemplated by this Agreement.

1. Records. All electronic transmission files, magnetic tapes, Entries, Security Procedures and records used by the Financial Institution for transactions contemplated by this Agreement shall be and remain the Financial Institution’s property. The Financial Institution may, in its sole discretion, make available such information upon the Company’s request. Any expenses incurred by the Financial Institution in making any such information available to the Company shall be paid by the Company.

1. General Provisions.

· Entire Agreement. This Agreement and the schedules attached hereto constitute the entire agreement between the Financial Institution and the Company and supersede all prior agreements. In the event of any inconsistency between the terms of this Agreement and the Account Agreement, the terms of this Agreement shall govern. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation or government policy to which the Financial Institution is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and the Financial Institution shall incur no liability to the Company as a result of such violation or amendment. No course of dealing between the Financial Institution and the Company and usage of trade shall constitute a modification of this Agreement, the Rules or the Security Procedures or constitute an agreement between the Financial Institution and the Company regardless of whatever practices or procedures the Financial Institution or the Company may use.

· Amendment. The Financial Institution may amend any part of this Agreement, including any schedule hereto, from time to time immediately upon notice to the Company.

· Instructions and Notices.

· Except as otherwise expressly provided herein, the Financial Institution shall not be required to act upon any notice or instruction received from the Company or any other person, or to provide any notice or advice to the Company or any other person with respect to any matter.

· The Financial Institution shall be entitled to rely on any verbal or written notice, response, or other communication believed by it to be genuine and to have been provided by an authorized representative of the Company whose name is set forth on Schedule D (each an “Authorized Representative”), and any such communication shall be deemed to have been provided by such person on behalf of the Company. The Company may add or delete any Authorized Representative by written notice to the Financial Institution signed by at least two Authorized Representatives other than the one being added or deleted. Such notice shall be effective on the TIME PERIOD following the day of the Financial Institution’s receipt thereof.

· Any Entry or other data or information received by the Financial Institution from or transmitted by the Financial Institution to the following Third Party Processor selected by the Company shall be deemed to have been received from or transmitted to the Company, and such processor shall be deemed the agent of the Company:

. The Company may change such Third Party Processor by written notice to the Financial Institution signed by two Authorized Representatives. Such notice shall be effective on the TIME PERIOD following the Financial Institution’s receipt thereof. The Financial Institution shall not be liable in any way for the acts or omissions, whether intentional or negligent, of such Third Party Processor.

· Except as otherwise provided herein, any notice under this Agreement must be in writing and delivered by express carrier, faxed, or sent by United States registered or certified mail and, if to the Financial Institution, addressed to:

and, if to Company, addressed to (unless another address is substituted by notice delivered or sent as provided herein):

Notices must comply with any applicable Security Procedures. Except as otherwise expressly provided herein, any such notice shall be deemed given when received.

· Assignment. The Company may not assign its interest or rights under this Agreement without the prior written consent of the Financial Institution, and any purported assignment in violation of this section shall be void.

· Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties’ hereto and their respective legal representatives, successors, and permitted assigns. The Agreement is not for the benefit of any other person, and no other person shall have any right against the Financial Institution or the Company hereunder.

· Headings. Headings used in this Agreement are for convenience only, and shall not be deemed a part of this Agreement.

· Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of STATE and this Agreement. It shall be the responsibility of the Company that the origination of ACH transactions comply with all ACH Rules and abide by all local, state, and federal regulations, including but not limited to, the Electronic Fund Transfer Act and Regulation E, sanctions laws administered by the Office of Foreign Assets Control (OFAC), and laws administered by the United States of America in existence as of the date of this Agreement and as amended from time to time. It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline.)

· Counterparts. This Agreement may be signed in counterparts, all of which shall constitute one agreement.

· Waiver. A waiver by the Financial Institution or the Company of any term or provision shall not be construed as a waiver of such term or provision at any other time, or of any term or provision.

· Schedule A – Delivery Requirements.

A. Schedule. ACH Entries must be initiated at least two (2) business days prior to the transaction effective date. In order to meet these Company defined timeframes set forth in Schedule C attached hereto (“Company Calendar”), The Company shall deliver electronic media defined below to the Financial Institution:

Unless a later processing date is requested by the Company, Entries received by the Financial Institution before TIME, will be processed by the Financial Institution the same day they are received. Entries received after TIME will be processed by the Financial Institution before the close of business on the next business day. To fully complete the transaction, Entries must also be processed by the RDFI over which the Financial Institution has no control. The Financial Institution cannot and does not guarantee the date a transaction will be completed. To increase the likelihood that Entries will be fully completed by the desired effective date, the Company shall deliver electronic media to the Financial Institution no less than two (2) business banking days prior to the effective date.

A. Format. The Company agrees that all ACH Entries sent to the Financial Institution shall comply with the Operating Rules of Association, the Operating Rules of the National Automated Clearing House Association (“NACHA”), and the rules of the Federal Reserve Bank (“Federal Reserve”) in existence as of the date of this Agreement and as amended from time to time (herein collectively referred to as the “Rules”). All ACH Entries shall be transmitted in standard format which is acceptable under Association, NACHA, and Federal Reserve Rules. The Company shall have sole responsibility to obtain copies of and determine the requirements imposed by Association, NACHA, and the Federal Reserve Rules and any revisions thereto necessary to comply with this Agreement.

Entries submitted by the Company for processing shall be no float transactions. All Entries must be supported by collected funds. The total amount of credit or debit Entries in the transmission shall be exactly equal to either an offsetting item in the Entries to be debited or credited from or to Company’s account at the same time the Entries to process are transmitted.

A. Method and Submission. The Company shall send Entries to the Financial Institution by delivery of a file in one of the methods listed above. Entries must be in specified format. The Financial Institution shall transmit Entries according to any routing number or other designation of RDFI appearing in any form on the Entries. The Financial Institution shall not be liable for any delay which may result from handling an item according to one designation of a RDFI which appears on the Entries whether or not this designation is consistent with all designations of a RDFI which appear on Entries.

· Transmission Delivery. A Transmittal Letter (Exhibit 2) with all Entry information must be faxed to the Financial Institution’s operations center prior to the Entry transmission. The Financial Institution’s Security Procedures may include an e-mail or telephone call to the Company’s authorized contact listed on the Company Reference Card (Schedule D) to verify an ACH Entry that has been submitted or to verify the Entry scheduled for that day as indicated on the Company’s completed Company Calendar. The Company’s authorized contact will be asked by the Financial Institution for debit and credit dollar totals in addition to Entry counts. Failure by the Company’s authorized contact to verify this Entry information may result in a processing delay.

· Encryption. The Company agrees to transmit or exchange banking information either (1) in encrypted format using a commercially reasonable security technology that, at a minimum, is equivalent to 128 bit RC4 encryption technology or higher, or (2) via a secure session using commercially reasonable security technology that provides a level of security that, at a minimum, is equivalent to 128 bit RC4 encryption technology or higher.

A. Transfer Limits. The Company has agreed not to exceed the total file dollar and item limits for the aggregate amount of all payment orders received by the Financial Institution and in process of settlement. Payment orders greater than the total file dollar or item limits will be processed upon the Financial Institution’s validation of the file with confirmation from an authorized representative of the Company listed on the (“Company Reference Card), set forth as Schedule D attached hereto. Processing delays may result if the Financial Institution is unable to perform this validation.

· Schedule B – Security Procedures. The Financial Institution offers the following Security Procedures with regard to Company originated ACH Entries. These Security Procedures are hereby deemed to be commercially reasonable pursuant to Section 4A-202 (C) of Article UCC-4A. By executing this Acceptance, the Company agrees that its participation in the Company originated ACH Entries will be governed by the Agreement to Perform Automated Clearing House Services, the Rules, the Company Calendar, and agrees to the Security Procedures for the ACH service in which the Company participates.

All methods of input shall contain the following control information:

· Company ID Number

· Transmission File Name

· Transmission File Submission Date

· Settlement Date

· Debit Item Count

· Debit Dollar Amount

· Credit Item Count

· Credit Dollar Amount

· Total Number of Items

· File Amount

(Refer to NACHA Operating Rules Corporate Edition for record layout of control information.)

A. Dual Control Security Procedure. The Company or the Company’s Third Party Processor will fax a copy of a completed Transmittal Letter to the Financial Institution’s operations center prior to transmitting. A Financial Institution representative shall verify that the Company’s authorized representative’s signature(s) on the Transmittal Letter is listed on the Company Reference Card (Schedule D) on file with the Financial Institution’s operations center, and shall compare the control information to the transmission Entry that has been received by the Financial Institution. Any e-mails or telephone calls may be monitored and recorded by the Financial Institution.

A. Electronic Transmission Security Procedure. The Company agrees to the security procedures incorporated in the System. The Company will maintain the login IDs, passwords and other authentication methods and aspects of the security procedures confidential and secure and will prevent access to them by unauthorized persons. Additionally, the Company agrees that these security measures are commercially reasonable.

The Financial Institution and the Company agree to the forgoing Security Procedures. The Security Procedures have been discussed and offered as part of the ACH Service chosen by the Company and the Company agrees that they are commercially reasonable for the Company pursuant to Section 4A-202(C) of Article 4A of the Uniform Commercial Code. The Company Agrees to be bound by any ACH Entries that are submitted and verified using the Financial Institution’s Security Procedures, subject to the terms contained herein.

I. Responsibility for Administrators

The System requires you to designate at least one Administrator. You will provide us with your Administrator’s name in this Agreement. The Administrator will be responsible for maintaining your System settings and user security. Access to your accounts through the System will be based upon the identification of users and authority levels specified by you in your Internet Banking Enrollment Form. You must notify us if you terminate or change the Administrator. You must also notify us if you add or delete accounts or functionalities.

The System will allow the Administrator to establish authority levels to help you manage additional users, obtain such optional services such as ACH origination, Wire Transfer, Positive Pay, Account Reconciliation, Remote Deposit and Cash Concentration capability. The levels are used to specify who can access specific accounts, what dollar amounts individuals are authorized to handle, and what functions an individual can access within an account. It has a hierarchical structure that gives an Administrator access to all functions. The Administrator is then responsible for setting up other users within the Company. You can use the System seven days a week, twenty-four hours a day, although some or all System options may not be available occasionally due to emergency or scheduled system maintenance. We will attempt to post notice of any extended periods of non-availability through the System or website screens.

The Administrator is responsible for assigning all persons ("Authorized Users") with a User ID, Password and Authentication Method and who will be an Authorized User and what (if any) limitations (including what level of activity is appropriate for each account). Such limitations include, but are not limited to, determining which Authorized Users have access to ACH and wire services, determining which accounts an Authorized User can access and determining dollar limitations for each type of Service that an Authorized User can access via the System. The Administrator is also responsible for changing and maintaining the System ID and Password, resetting Login Count, changing account names, modifying display options and being the primary contact with the Credit union support staff. Further, the Administrator is responsible for the ability to add, change or delete Authorized Users; add, change or delete access to accounts; and reset User IDs and Passwords for Authorized Users. Finally, the Administrator will have full access to your accounts at the Bank, as well as any new accounts you may open in the future which are designated to be accessed via the System, including the ability to initiate transfers and add, change or delete stop payment requests.

The Credit union will not control or oversee the Administrator function. If you accept the Administrator function, you agree to this and all action taken by the Administrator, and all such persons are your agent for purposes of use of the System or the Services. You further agree to assume all risks associated with providing User IDs, Passwords and Authentication Methods to your agents, representatives, employees or officers, and to limit the number of User IDs, Passwords and Authentication Methods issued to only those who have a specific need to use the Service. You must establish authorization parameters and/or limits for each person you authorize to use the Service on your behalf.

J. Responsibility for Access Codes and Instructions in Your Name

The User ID, Password and Authentication Method are security procedures. You agree that we may use the security procedures to verify the authenticity of requests for a transfer, ACH, or wire transaction, or any other payment order (collectively a "communication") in your name that are received by us. If we verify the authenticity of an instruction using the security procedure, we may rely on and you will be obligated on the instruction, whether or not the instruction was authorized by you. Also, if an instruction was authorized by you, you will be obligated on the instruction 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 consider the size, type and frequency of transfers, payment orders or other money transactions or instructions you use the Services to accomplish. You will consider the risks presented by the possibility of unauthorized access to these Services and your obligation on instructions even though they are unauthorized. You should choose security procedures that are commercially reasonable for you, after considering these risks. Once you have chosen the security procedures, you agree and acknowledge that they are commercially reasonable for you and that you will be bound by instructions in your name as set forth above.

You are responsible for the input and verification of all information onto the System. The Bank shall have no responsibility to determine the accuracy of such information. Should there be any conflict between account number and account name, the account number shall prevail. The Credit union shall be entitled to rely upon any instruction via the Service reasonably believed by the Bank to have been input by you or your authorized users specified in the Internet Banking Enrollment Form if the instruction was authenticated by the security procedure of User ID, Password and Authentication Method or any security procedure chosen by you.

K. Obligations to Review Security Procedures

You agree to take appropriate steps to ensure that all User IDs, Passwords and Authentication Methods and any other applicable security procedure issued to your agents, representatives, employees or officers are protected and kept confidential. In your Company’s review of the Service, including those aspects of the Service pertaining to the issuance, use, and protection of User IDs, Passwords and Authentication Methods and security procedures, You agree to notify the Credit union in the event your Company's use of the Service would necessitate or be better served by a level of security that exceeds that offered by the Service. If your Company fails to notify the Bank, your Company acknowledges and agrees that the security aspects of the Service are appropriate for its needs and will provide your Company with a commercially reasonable degree of security against unauthorized use.

L. Security Interest in Accounts and Settlement Reserve

You grant us a security interest in all Accounts or other deposits (whether general or special) of yours at the Bank, and in all funds in such Accounts or other deposits, to secure your obligations to us under this Agreement. This security interest will survive termination of this Agreement. We may hold any funds on deposit with us by you after termination of this Agreement for up to TIME PERIOD following the expiration of any return or chargeback rights regarding any request or ACH entry processed by you using the System or, if later, until any other claims to such funds have expired.

You may be required to maintain a reserve (“Settlement Reserve”) of an amount to be solely determined by the Bank. You acknowledge and agree that any Settlement Reserve will be deposited in a Credit union account for exclusive use by the Credit union for purposes of offsetting any of your obligations under this Agreement. You authorized the Credit union to immediately replenish the Settlement Reserve to an amount to be determined by the Credit union via an ACH debit to your account or by a direct deposit to the Settlement Reserve if your Settlement Reserve falls below the required amount. You grant the Credit union a security interest in any Settlement Reserve to enable the Credit union to enforce any obligation owed by you under this Agreement without notice or demand to you. Your obligation to maintain a Settlement Reserve shall survive the termination of this Agreement, with such obligation lasting until all of your obligations under this Agreement have been fully offset. The Bank’s security interest shall continue until all of your obligations under this Agreement have been fully offset.

M. Company's Representations and Warranties

Company represents and warrants to Credit union as follows:

· Company has all requisite power and authority to enter into this Agreement. The entering of the Agreement, and execution of the corresponding application incorporating the same, has been duly and validly authorized by all necessary action. Further, the individual or individuals who execute the application for the services contemplated under the Agreement on Company's behalf is each duly authorized by Company to do so;

· Any transaction contemplated hereby will not be in violation of state or federal law; and

· All formalities will be followed with respect to each transfer of funds, including but not limited to, proper authorization of individual transactions and any record keeping requirements with respect thereto.

N. Liability, Limitations of Liability and Indemnification

The Credit union agrees to be responsible only for performing the Services expressly provided for in this Agreement and shall be responsible only for its actions or inactions for which the Credit union has engaged in gross negligence or willful misconduct in performing those Services. The Credit union will not be responsible for Company's acts or omissions and none of Company's employees or agents shall be considered agents of the Bank. Company agrees to defend, indemnify and hold the Credit union harmless against any loss, liability or expense (including attorney's fees and expenses) resulting from or arising out of (i) any claim of any person that is responsible for any act or omission by your Company or your Company's employees or agents; (ii) any claims against the Credit union from a third party resulting directly or indirectly under this Agreement where the Credit union has acted in accordance with your Company's instructions and/or within the terms of this Agreement; (iii) your Company's negligence or breach of this Agreement, (iv) your Company's failure to provide the appropriate information for an instruction via the Service, (v) your Company's failure to provide and maintain accurate information in this Agreement and Internet Banking Enrollment Form; and (vi) any breach by your Company of any representation or agreements made pursuant to or in this Agreement.

Your Company understands and agrees that the Bank's liability and your Company's sole and exclusive remedy for claims in connection with or arising out of this Agreement for any cause whatsoever and regardless of the form of action shall be limited to actual, direct damages for losses resulting from the Bank's gross negligence or willful misconduct. In no event shall the Credit union be liable for special, consequential, incidental, exemplary or similar damages including, but not limited to, lost profits or lost savings, even if the Credit union was advised of the possibility thereof.

Without limiting the generality of the foregoing provisions, the Credit union shall be excused from failing to act or delay in acting (i) if any legal constraint or circumstances beyond the Bank's control caused such failure or delay; (ii) if, through no fault of ours, you do not have enough money in your account to make a transfer or complete an instruction; (iii) if your transfer or instruction would go over the credit limit on your account (if any); (iv) if the System wasn't working properly, and you knew about the breakdown when you started the transfer or instruction; or (v) if there are other exceptions stated in our agreement with you.

The Credit union may, in its sole discretion, reject any transfer request if there are insufficient available collected balances in your authorized account(s) as specified on your Internet Banking Enrollment Form; or the instruction or transfer:

· Is not authenticated to the Bank’s satisfaction or which the Bank, in good faith, believes may not be authorized by you;

· Contains incorrect, incomplete or ambiguous information; or

· Involves funds subject to a lien, hold, dispute or legal process which prevents their withdrawal. The Credit union shall incur no liability for any loss to you or to any third person occasioned by the Bank’s refusal to make such transfer or comply with such instruction.

Nothing contained in this Agreement shall be deemed to relieve your Company of any liability, duty or obligation which may be imposed upon your Company by any federal, state or municipal laws, including without limitation, laws requiring your Company to maintain records regarding your Company's business or employees or to withhold taxes or other deductions.

O. Fees and Charges

You agree to pay the fees and charges for your use of the System and its Service(s) as we have established and may amend from time to time. These fees and charges will be in addition to any charges associated with the account you maintain with the Bank. Our schedule of fees for the System and its Service(s) is set forth in the Bank’s Schedule of Fees. You agree that all such fees and charges will be deducted from the Credit union checking account designated in this Agreement. If you close your account, you must contact us immediately to designate another account. You agree to pay any additional reasonable charges for services you request, which are not covered by this Agreement. You are also responsible for telephone and Internet service fees you incur in connection with your use of the System and the Service(s).

By using any RFCU online services, you acknowledge that you have read and understand this Agreement and the separate agreements, disclosures, schedules and exhibits as they appear on the Credit Unions’s website or given to you, including but not limited to, optional services (if selected by you).