BUSINESS eBANKING AND MASTER CASH MANAGEMENT AGREEMENT

The following represents the Business eBanking and Master Cash Management Agreement (“Master Agreement”) between you and Alma Bank (“Financial Institution,” “we,” “our,” “ours”). This Master Agreement, including, as applicable, any related Enrollment Form, Cash Management Application, signature card, rate and fee schedule, and applicable Product Schedule and other instructions and the terms and conditions contained herein relating to specific services that may be provided in connection herewith (each a “Service” and, collectively, the “Services”), sets forth the terms and conditions governing the provision of Online Banking and Cash Management Services to you or anyone authorized by you (collectively, “Customer,” “you,” “your,” “yours”) and describes your and our rights, responsibilities and obligations. The Enrollment Form for Online Banking is attached and is made an integral part of this Master Agreement. By completing and signing the Enrollment Form, and/or using one or more of the Services, Customer agrees to, and shall be bound by, the terms, conditions and provisions in this Master Agreement, including those for each Service the Customer selects from time to time. Financial Institution, in its sole discretion, may not permit Customer to use a Service until Financial Institution has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of the Service, and until Financial Institution has had a reasonable opportunity to review the Enrollment Form and activate the Service. In any event, Customer agrees that the use by Customer of any Service shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Financial Institution’s terms and conditions for the use of such Service as may be in effect as of the time of such usage, whether set forth in this Master Agreement, any applicable Product Schedule or otherwise prescribed by Financial Institution. In the event of a conflict between the terms of this Master Agreement and those of any Enrollment Form or Product Schedule, the terms of the Enrollment Form or Product Schedule, as applicable, shall govern and control with respect to the Service at issue. In order to activate the Service, you must have at least one Account with Financial Institution linked to the Service.
Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and Financial Institution, intending to be legally bound, do hereby agree as follows:

1. Definitions.

The following terms and definitions apply when used in this Master Agreement.

• 1.1.“Account” or “Accounts” means one or more business checking, savings, money market deposit or loan accounts that you hold with us.
• 1.2.“Account Access” means your ability to access account and transaction information on Accounts and transfer funds between Accounts through the Internet.
• 1.3.“Account Agreement” means the agreement between you and us that governs the use of your Account including the deposit account agreement, any funds availability agreement, electronic funds transfer agreement or disclosure, line of credit agreement, and our schedule of fees and charges.
• 1.4.“Enrollment Form” means the Application for Online Banking.
• 1.5.“Cash Management Application” means the Application for Cash Management Services.
• 1.6.“Bill Payment Account” means the checking Account(s) you have authorized us to debit to make a Bill Payment to Payee(s) in connection with the Bill Payment Service.
• 1.7.“Bill Payment Service” means our Service that allows you to pay or transfer funds to designated Payees based upon your instructions to us through the Online Banking platform via personal computer or other device connected to the internet.
• 1.8.“Bill Payment” or “Payment” means the Service enabling the remittance of funds, initiated through Online Banking Service, from a Bill Payment Account to a Payee.
• 1.9“Business Day(s)” means Monday through Friday; federal banking holidays (“Holidays”) are not included. The cut-off time/deadline applicable to certain online transactions during a Business Day may vary.
• 1.10.“Deposit Account Agreement” has the meaning provided in Section 10.7.
• 1.11.“Electronic” means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.
• 1.12.“Electronic Payment” means a payment to a third party initiated through the Services that is not an internal Funds Transfer, a Bill Payment or a Wire Transfer.
• 1.13.“Funds Transfer” or “Transfer” means a transfer of funds, initiated through Online Banking Service, from one Eligible Account (as defined in Section 2.1) at Financial Institution to another.
• 1.14.“Online Banking” means the Service(s) described in this Master Agreement, including any amendments thereto from time to time.
• 1.15.“Password” means the confidential identification number or other code assigned to you by us or selected by you for identification purposes in connection with the use of Online Banking.
• 1.16.“Payee” means any individual, financial institution, educational institution, company, merchant or other entity you wish to pay using Bill Payment.
• 1.17.“PC” or “Computer” means a personal computer (including any tablet or other wireless access device) that meets the requirements for use of Online Banking Services.
• 1.18.“Product Schedule” refers to a separate agreement for a certain Service offered by Financial Institution.
• 1.19.“You,” “Your” and “Yours” refer to you as well as any entity in which you possess an ownership interest or signatory authority.

Other definitions may be set forth elsewhere in this Master Agreement.

2. Setup and Use of Online Access Services.

2.1. Eligible Accounts.

To have access to the Services you must have at least one Eligible Account (deposit or loan) with us. If you have more than one Eligible Account, you will have access through the Service to the Eligible Accounts you specify on the Enrollment Form.  If you specify more than one Eligible Account on the Enrollment Form, we will “link” the Accounts together, provided that the Accounts which are to be “linked” under the Services have a common tax identification owner on our records. Any Account that is not eligible to be linked will not be accessible through the Service, except with the permission of the Financial Institution.  You agree to designate an Administrator to manage the Services on your behalf.  The Administrator will be provided with a User Name and initial temporary Password which will be required to gain access to Online Banking (the User Name and Password are referred to collectively as the “Access Codes”).  Online Banking will require your Administrator to change the Password as part of the first time use of the system.

“Eligible Accounts” include the following:

1. Checking (Demand Deposit) Accounts
2. Savings Accounts
3. Money Market Accounts
4. Certificates of Deposit (view only)
5. Loans

2.2. Security Procedure.

The use of a password, in addition to other authentication methods described below, is a security procedure established by Financial Institution to authenticate the identity of the person attempting to gain access to the Service (“Security Procedures”).  The Security Procedures are not designed for the detection of errors.  We may require you to change your password from time to time for security reasons. You should keep your password in a secure location. Any person having access to your password will be able to access the Services and perform all transactions, including reviewing Account information and making Transfers to other Accounts and Payments to other persons. You are responsible for safeguarding your password.

2.2.1. You agree to comply with the Security Procedures and any other Security Procedures Financial Institution directs you to use, and you acknowledge and agree that the Security Procedures, including (without limitation) any code, password, personal identification number, user identification technology, Token, certificate, layered security, or other element, means, or method of authentication or identification used in connection with a Security Procedure (“Security Devices”), constitute commercially reasonable security procedures under applicable law for the initiation of the Services you utilize, including without limitation, transfers and access to confidential information.  You authorize us to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us, according to notification procedures prescribed by us, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than you or User(s) and until we have had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction or instructions using applicable Security Procedures constitutes sufficient authorization for Financial Institution to execute such transaction or instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to your deposit account maintained with Financial Institution, and you agree and intend that the submission of transactions and instructions using the Security Procedures shall be considered the same as your authorized written signature in authorizing us to execute such transaction or instruction.  You acknowledge and agree that you shall be bound by any and all transactions initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law.  You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or transactions initiated by you and that you bear the sole responsibility for detecting and preventing such error.  If you determine at any time that the Security Procedures do not constitute commercially reasonable security procedures for Service(s) you are utilizing, you agree to cancel your use of and access to such Service or from Online Banking completely.

2.2.2. You agree to appoint and designate an Administrator who will be a User who is authorized and responsible for creating and maintaining subsequent User IDs, Passwords and Tokens on your behalf, including assigning and revoking access privileges for all persons using the Services, (“User”) and providing new and upgraded or replacement Security Devices to the Users.  Financial Institution will provide the Administrator a soft token device or a hard token device through United States postal mail and/or other delivery service selected by Financial Institution at Financial Institution’s option, with access credentials and Tokens to be distributed by the Administrator to each User with respect to one or more of the Services. A “Token” is a type of Security Device that constitutes an electronic device that produces a unique code that must be provided by a User to use certain Services.  Customer understands and agrees that the Administrator has the capability of providing administrative privileges identical to that of the Administrator to any User, including the ability to create and maintain subsequent User accounts and assigning and revoking access privileges. If these privileges are granted by the Administrator to a User, that User will also be considered an Administrator. Customer and Users will be required to use the Security Devises each time they access the Services. Customer acknowledges that any Administrator shall have the ability to control security levels such as Service access and Service transaction limits, including without limitation, the ability to assign dollar amount limits to transfers of funds. You also agree that the Administrator or any User shall also have the authority on behalf of Customer to electronically accept and approve any and all agreements and amendments to agreements by and between Financial Institution and Customer, including, but not limited to, this Master Agreement, as may be requested by us.

2.2.3. You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to your Administrators and Users.  You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person.  You also agree that Users shall not share Security Devices with each other.  Where you have the ability to change or modify a Security Device from time to time (e.g., a password or User Name), you agree to change Access Codes frequently in order to help ensure the security of the Security Procedures.  You agree to notify us immediately, according to notification procedures prescribed by us, if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other than you or your Administrators and Users, or if you believe that any transaction or activity is unauthorized or in error.  In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions.  You agree to indemnify, defend, and hold Financial Institution harmless from and against any claims, loss, damages, or expenses, including but not limited to attorneys’ fees, caused by you, your Users, employees’, or agents’ failure to keep the Security Procedures or Security Devices confidential and secure.

2.2.4. You agree to notify us immediately, according to notification procedures prescribed by us, if the authority of any authorized signer, Administrator or User shall change or be revoked.  You shall recover and return to us any Security Devices in the possession of any of your Administrators and Users whose authority to possess the Security Device(s) has been revoked.

2.2.5. We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in our discretion.  We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets.  Your implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.

2.2.6. If Financial Institution uses short message service (SMS) text messages in connection with its Security Procedures, the following terms apply. We will not be liable for any delays or failures in your receipt of any SMS messages as delivery is subject to an effective transmission from your network operator and processing by your mobile device. SMS message services are provided on an AS IS, AS AVAILABLE basis. By enrolling in the Services, you are deemed to provide the explicit agreement of each User to receive an SMS message from us unless and until such permission is revoked by a User. We will send each registered User a message only once. You represent and warrant that the information provided to us on any form, whether online or otherwise, is true, accurate and complete; and that each User is the owner, or an authorized user of the wireless device that is used to receive the SMS messages and that each User is authorized to approve the applicable charges. Financial Institution does not impose any charges for issuing SMS messages. You understand and agree that the receipt of such messages and any content may cause a User to incur additional charges from a wireless carrier. Each User should contact their wireless carrier for information about their messaging plan, which plan may impose message fees or limitations on a wireless account that are outside our control. Certain data of each User may be obtained by us in connection with the use of the SMS message service, including but not limited to a mobile phone number, the name of the wireless carrier, the date, time, and content of a User’s messages and other information that a User may provide. You agree that we may use this information to contact a User and to provide the Services you request from us, and to operate, develop, and improve the Service. We will only use the information provided by a User to transmit SMS messages or as otherwise described in this document. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, or governmental request, to avoid liability, or to protect our rights or property. The Services, as well as the content and materials received through the Services, are proprietary to us and our licensors.  You and each User agree not to damage, impair, interfere with, or disrupt the SMS message service or its functionality.  If you have any questions, e-mail internetbanking@almabank.com . You can also text the word HELP to 32858 to get additional information about the Services. If you receive a message from us unexpectedly or otherwise wish not to receive messages from us, you can text the word STOP to 32858; however, texting STOP may interfere with a Security Procedure that authorizes certain transactions through a Service.

2.3. Access.

Services are generally accessible 24 hours a day, seven days a week, except that the Services may be inaccessible for a reasonable period on a daily basis for system maintenance.  We are not liable under this Master Agreement or any applicable Product Schedule for failure to provide access due to a system failure or other unforeseen acts.  We may modify, suspend, or terminate access to the Services at any time and for any reason without notice or refund of fees you have paid.  The Financial Institution may change the terms and conditions of this Master Agreement or any applicable Product Schedule from time to time to conform with changes or advancements in our services, or as required by law or regulation. All such changes will be made according to the procedures outlined in Article IX.  Use of Online Banking after the effective date of such changes will constitute your consent to the changes.

2.4. Equipment Requirements.

In order to use the Services, you must first obtain your own PC and related equipment (the “Hardware”) with a supported operating system and web browser enabling Internet connection capability (the “Software”). Access to Online Banking and the Services via the internet requires a web browser with Java scripting capabilities and 128-bit SSL encryption.  Also recommended is an internet connection with broadband speeds (e.g., fiber optic, cable, DSL) or higher. For optimal performance, the latest versions of major web browsers are recommended: Google Chrome (latest version), Microsoft Edge (the successor to Internet Explorer) latest version for Windows users, Mozilla Firefox version 109 (64-bit) or higher, and Apple Safari version 16.0 or higher for macOS users. Once the Hardware and Software have been properly connected and any required Internet access has been established, you will be able to access the Online Banking website. You are and will remain solely responsible for the purchase, hookup, installation, loading, operation and maintenance of the Hardware, Software, and the Internet access service to your PC, and for all related costs. You are solely responsible for virus protection and maintenance of your PC.  Financial Institution shall have no responsibility for failures, interruption or other defects in the Services which are occasioned by incompatible, improperly installed or improperly maintained Hardware or Software.  The Financial Institution may add to, modify, or replace software programs used in conjunction with providing the Services under this Master Agreement or any applicable Product Schedule at its sole discretion and without notice. From time to time, the Financial Institution may deem it necessary to hold training or retraining classes for you. You agree that you will require appropriate personnel to participate in such training.

3. Business Online Access Services.

3.1. Available Services.

Business Customers may use the Services to:

1. Make transfers between linked Accounts you have with us.
2. Make Payments to a Payee from your Account(s) (Bill Payment Service).
3. Zelle®
4. Obtain Account balances. Your account balance is generally current as of 9:00 AM Eastern Time (Standard or Daylight) of each Business Day, but may not include current transactions (such as checks cashed at a teller on the Business Day). In addition, your account balance may show funds that have been credited to your account but are not yet available for withdrawal.
5. Review recent transactions in your Accounts.
6. Make loan payments.
7. Communicate directly with Financial Institution via the Online Banking secure message center.
8. Download account information in various formats.
9. Issue a request to stop payment on a check.
10. View check images.
11. * ACH Origination Services
12. * Positive Pay Services
13. * Lockbox Services
14. * Remote Deposit Capture
15. * Online Wire Transfers

These activities are limited to the extent noted herein and, in the agreements, governing your Accounts.
*You must execute the applicable Product Schedules to use these services.

3.2. Additional Services.

Additional Services may be included in an update to this Master Agreement or in other separate agreements. Information about new Services may be obtained from our website at www.AlmaBank.com.  By using any new Service when it becomes available, you agree to be bound by the terms and conditions contained in this Master Agreement or separate agreements covering such Service.

3.3. Restrictions; Limits.

In most cases you may use Online Banking to gain access to deposit Accounts in which you have an unrestricted right to withdraw funds. However, the Financial Institution, as it may determine at any time and from time to time in its sole discretion, may modify Online Banking by denying access to Accounts, restricting transactions in Accounts, or placing limits on the funds that may be withdrawn or transferred from any Account or through any Service.

3.4. Vendor.

You acknowledge and agree that all or a portion of the Services can be provided by an independent third-party service provider (“Vendor”) as selected by Financial Institution, and that both the Vendor and the Services are subject to change from time to time without notice to you, except as required by law or in accordance with the terms of a separate agreement you have with us.

4. Additional Information about the Services.

4.1. Account Access.

Transfers and Payments from your Account will be deducted on the date you instruct us to process them.  If the date you schedule a Transfer or Payment falls on a weekend or holiday, we will process your transaction the next Business Day.  We may refuse to act on your Transfer instructions or Payment request if sufficient funds, including funds available under any overdraft protection plan, are not available in your Account on the date you want us to make the Transfer or Payment.

4.2. Processing Transfers.

We can process a Transfer until 9:00 PM, Eastern Time (Standard or Daylight) on a Business Day.  If you request a Transfer after the cut-off time, the Transfer will be processed the following Business Day.  If you schedule a Transfer for a future date, we will process the transaction at or before the opening of business on that date, if that day is a Business Day.  Otherwise, the Transfer will be made on the following Business Day.

4.3. Canceling Transfers or Payments.

You may cancel a pending Transfer or Payment transaction.  However, to do so, we must receive your instruction to cancel prior to the cutoff time on the Business Day the transaction is scheduled to be processed.  If we do not receive your instruction to cancel a transaction before that time, we may process the transaction.

4.4. Transfer(s) from Savings/Money Market Deposit Accounts.

You are limited to six (6) preauthorized electronic fund transfers from savings or money market Accounts per month.  Each fund transfer through these Services from your savings or money market deposit Account is counted as one of the six (6) transfers permitted each calendar month.  However, payments to your loan Accounts with us are not counted toward this transfer limit for savings/money market deposit accounts.

4.5. E-Mails.

The Financial Institution will not immediately receive e-mails that you send.  Therefore, you should not rely on e-mail if you need to communicate to the Financial Institution immediately.  For example, if you need to stop payment on a check, report a lost or stolen card, or report an unauthorized transaction from one of your Accounts, you should contact the Financial Institution immediately by calling the Customer Care Center (see Section 10.6).  The Financial Institution will not take actions based on your e-mail requests until the Financial Institution actually receives your message and has a reasonable opportunity to act.

4.6. Overdrafts: Order of Payments, Transfers, and Other Withdrawals.

If funds are withdrawn from any of your Accounts by means of a check or electronic transfer (other than those initiated through Online Banking) on the same Business Day as an Online Banking transaction, and if the Account contains insufficient funds to enable the payment of a check, the electronic transfer and the Online Banking transfer to be made, then the order of payment will be handled as follows. After all credits to your Account(s) have been posted, the Financial Institution will: (i) first identify your requests for internal transfers and begin with the item in the lowest dollar amount and continue to pay internal transfers in order of the next highest amount; and (ii) second, identify all external payments and begin with the item in the lowest dollar amount and continue to pay the external transfers in order of the next highest amount.  Once there is an insufficient available balance in the account to complete any remaining series of transactions, payment(s) will be refused or will result in an overdraft on your Account.  An overdraft is permitted to occur at the Financial Institution’s sole discretion.
You are fully obligated to us to provide sufficient funds for any payments or transfers you make or authorize to be made.  If there are insufficient funds in your Account to make a Transfer, we will refuse to make the Transfer.  If we complete a payment that you make or authorize and we subsequently learn that you have insufficient funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other deposit account(s) you have with us to the extent permissible by the applicable law and the terms of any other relevant agreements. In either event, you are responsible for any non-sufficient funds charges that may apply.

4.7. Bill Payment Service.

4.7.1. You can arrange, at your option, for the Payment of your current, future and recurring bills (each, a “Payee”) from your designated Bill Payment Account, which account must be a checking account.  Your Payee list may include utility companies, merchants, financial institutions, insurance companies, individuals, etc. within the United States that you wish to pay through Bill Payment Service. When setting up a Payee, you must include all the information requested, such as the full name, a complete mailing address and telephone number, your account number with the Payee, the amount of the Payment, and whether the Payment is recurring. The Financial Institution reserves the right to decline to make Payments to certain persons and entities. You agree that any Payment for taxes, Payments that are court-ordered, government Payments and Payments outside of the United States are prohibited and that you will not attempt to use the Service to make these types of Payments.  On recurring Payments, it is the responsibility of the account owner or designated authorized Users to update Payee account information such as address changes, account numbers, etc.

Payments are posted against your available balance.

4.7.2. You may schedule Payments to be initiated on the current Business Day, on a future date, or on the same date of each month.  If you are scheduling a Payment for the current Business Day it must be initiated prior to 9:00 PM Eastern Time. Changes to previously scheduled Payments must be made by no later than 9:00 PM Eastern Time on the Business Day before the day it is scheduled to be initiated. If the requested Payment shows a (PAID) status, then the Payment cannot be modified or canceled.  Although you can enter Payment information through the Service twenty-four (24) hours a day, seven (7) days a week, the Financial Institution only initiates Payments on Business Days. Funds must be available in your Bill Payment Account on the scheduled Payment date.  After funds are withdrawn from your Bill Payment Account to make a Payment, we may make the Payment either by transferring funds electronically to the Payee or by mailing a check to the Payee.  Funds for your Payment (electronic or check) will generally be deducted from your Bill Payment Account on the scheduled Payment date.  If you schedule a Payment to occur on a day other than a Business Day, it will be initiated on the following Business Day.  The Bill Payment Service will indicate whether a Payee is paid electronically or by check.  If you make a Payment request on an expedited basis, we will issue a check or initiate an ACH payment from your Account and the funds for such a payment will be deducted from your Bill Payment Account either when the check clears or when the ACH payment settles, as applicable.

When you create a new Payee in the Bill Payment Service, it has a temporary status until we have had sufficient time to set up the Payee account, and verify the information provided about your business Payees.  You should schedule a Payment to a new Payee at least 7 Business Days before a Payment due date.   Financial Institution shall not be liable for any service fees or late charges levied against you by the Payee due to postal or processing delays. There is no limit on the number of Payees or number of Payments that you may authorize. The maximum per Payment amount is $10,000.00 for Payments made by check. However, Financial Institution reserves the right to impose limits at some future date, with or without prior written notice in its sole discretion, to reduce limits or suspend the Bill Payment Service in order to address issues with security or fraud. Payments made electronically are subject to the availability of sufficient funds in the designated Bill Payment Account.

For all subsequent Payments, you agree to allow at least 3 Business Days for Payments made electronically and 7 Business Days for payments made by check between the date you schedule a Payment to be initiated and the Payment due date (that is, the due date shown on your invoice or provided in your agreement with the Payee, not taking into account any applicable grace period).  If you do not, you will be fully responsible for all late fees, finance charges or other actions taken by the Payee.  If you schedule your Payment and follow all instructions provided, and the Payment is not received by the Payee in a timely manner, a representative of Financial Institution will work with the Payee on your behalf to try to have any late fees or charges reversed.

4.7.3. If a Payment is to be made electronically and your Account does not have sufficient available funds to make a Payment as of the date the Payment is scheduled to be made, the Payment will be canceled and no further attempt will be made by Financial Institution to make the Payment.  Financial Institution shall have no obligation or liability if it does not complete a Payment because there are insufficient funds in your Bill Payment Account to process a transaction.  In all cases, you are responsible for either making alternate arrangements for the Payment or rescheduling the Payment through the Bill Payment Service.  In the case of recurring Payments, only the Payment currently scheduled will be canceled.  Recurring Payments scheduled for future dates will not be affected.

4.7.4. Recurring Payments are those made for the same amount, on the same date, on a weekly, bi-monthly, monthly basis, etc.  Once initiated, recurring Payments will be made automatically until you delete the Payment or upon its expiration. If the Payment is not a recurring Payment, it will be a “One-time Payment.”  One-time Payments do not recur and are not made until you enter the Payee and amount of the current bill and submit the Payment for processing.  A recurring Bill Payment transaction that you want deleted or altered must be deleted or the next Payment date changed at least 3 Business Days before the next transaction date.

You must place a stop payment on a Bill Payment that is to be made electronically at least 3 Business Days prior to the scheduled date of Payment.  A stop payment on a Bill Payment that is made by check can be placed at any time before the check is paid, provided we receive your stop payment request and have a reasonable amount of time to take action on it.  In either case, you should contact Customer Support by phone as set forth in Section 10.6.

There is no fee for canceling or deleting a Payment that is scheduled through Bill Payment but has not yet been issued. A fee will apply for a stop payment request for a Bill Payment made by check that is already in process.

In the event a Payment is returned to us for any reason, you authorize us, in our sole and absolute discretion, to either research and correct the Payment information or void the Payment and re-credit your Bill Payment Account.

5. Limitations.

Your use of the Services is subject to the following limitations:

5.1. Dollar Amount.

There may be a limit on the dollar amount of the transactions you can make using certain Services for security reasons. These limits are subject to change from time to time.  Payment can only be made with U.S. currency.

5.2. Frequency.

In addition to the Federal banking regulations that restrict the number of certain types of transfers and withdrawals in savings or money market accounts, there may be limits on the number of transactions you can make using the Services. These limits are for security reasons and are subject to change.

5.3. Foreign Transactions.

No Payments may be made to Payees outside the United States unless the Payee has been specifically approved by the Financial Institution through the use of Wire Transfer Service.

5.4. Additional Limitations.

Additional limitations may be contained in this Master Agreement or the applicable Product Schedule. Your ability to initiate transactions may also be limited by the terms and conditions of other agreements you have entered into with the Financial Institution or by applicable laws and regulations.

6. Parties’ Responsibilities.

6.1. Your Responsibility.

6.1.1. Physical and Electronic Security.

6.1.1.1 You are solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control, including, but not limited to, the Hardware and Software.  We are not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an online system. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and Financial Institution is not responsible for any damage to your Computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise.  You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems.  Financial Institution is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems.

6.1.1.2 You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, frauds commonly referred to as “phishing” or “pharming”).  You agree to educate your Users, representative(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. In the event you receive an e-mail or other electronic communication that you believe, or have reason to believe, is fraudulent, you agree that you shall not respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail.  To the extent allowed by law, you agree that Financial Institution is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or internet fraud.

6.1.1.3 In the event of a breach of the Security Procedure, you agree to assist Financial Institution in determining the manner and source of the breach.  Such assistance shall include, but shall not be limited to, providing Financial Institution or Financial Institution’s agent or law enforcement authorities access to your hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure.  You further agree to provide to Financial Institution any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party.  Your failure to assist Financial Institution shall be deemed an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by Financial Institution.

6.1.2 Reporting Unauthorized Transactions.

You should notify us immediately if you believe your User Name or Password has been lost or stolen, someone has gained information about or access to the Security Procedure, someone has transferred or may transfer money from your Account without your permission or if you suspect any fraudulent activity on your Account.  To notify us, call us at the number provided in Section 10.6 between 9:00 AM to 5:00 PM Eastern Time during a Business Day.

6.1.3. Duty to Inspect.

You shall inspect all transaction history, reports, journals, and other material evidencing the output of the Service(s) performed by Financial Institution.  You must report all errors to the Financial Institution for Services performed and indicated in the transaction history, reports, journals, and other material evidencing the output of the Service(s) or otherwise reported to you daily by the close of business on the Business Day following the day on which the Service(s) was rendered. You must report all other errors within a reasonable time not to exceed thirty (30) days from the date that the error was made or within any other time period applicable to a particular Service.  Failure to promptly report errors within such specified time shall preclude you from asserting against the Financial Institution any claims arising from the error or any loss caused by the error.

6.1.4. Financial Information.

Financial Institution may from time to time request information from you in order to evaluate a continuation of the Service(s) to be provided by Financial Institution hereunder and/or adjustment of any limits set by this Master Agreement or any applicable Product Schedule.  You agree to provide the requested financial information immediately upon request by Financial Institution, in the form required by Financial Institution.  If you refuse to provide the requested financial information, or if Financial Institution concludes in its sole discretion that you present an unacceptable credit risk, Financial Institution may terminate the Service according to the provisions hereof.  You hereby authorize Financial Institution to investigate or re-investigate at any time any information provided by you in connection with this Master Agreement or any applicable Product Schedule or any Services and to request reports from credit bureaus and reporting agencies for such purpose.

6.1.5. Deadlines.

You shall deliver or transmit all data or information to Financial Institution by the deadline(s) specified in this Master Agreement or any applicable Product Schedule and the Operating Instructions. Financial Institution shall have no obligation to process data or perform a Service if the data is not received by the Financial Institution by the specified deadline.

6.1.6. Payment for Services.

6.1.6.1 You agree to pay Financial Institution the fees established by Financial Institution for rendering the Services under the terms of this Master Agreement or any applicable Product Schedule.  Depending on which Online Banking Services to which you subscribe, you will be charged the applicable Online Banking fees as set forth in our General Information and Fee Schedule hereby incorporated by reference and made a part hereof.  Once you have subscribed, you will be charged the applicable Monthly Fee(s) whether or not you use Online Banking.

6.1.6.2 The Financial Institution may change or add any fees for Online Banking according to the procedures outlined in Article IX for amending this Master Agreement.  Fees charged for Online Banking under this Master Agreement are in addition to any service charges or fees that apply to your Accounts with us.

6.1.6.3 You authorize the Financial Institution to deduct all applicable Monthly Fees from any Account listed on the Enrollment Form.  If you close the Account(s) associated with the Service, Fees may be deducted from any other account you maintain with us or any of our affiliates.  Furthermore, Financial Institution may set off against any amount it owes to you in order to obtain payment of your obligations under this Master Agreement or any applicable Product Schedule.

6.1.6.4 In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Service, this Master Agreement, and/or the software or equipment made available to you (excluding any income tax payable by Financial Institution).  You are also responsible for the costs of any communication lines and any data processing charges payable to third parties.

6.1.7. Operating Instructions

The information contained in the Product Schedule establishing the terms and conditions of the specific Services selected by you and the set of detailed instructions (“Operating Instructions”) establish the procedures and operating instructions governing the Services.

6.1.8. Data and Information Supplied by You.

You shall transmit or deliver data and other information in the format and on the media as provided for in the Product Schedule and the Operating Instructions as applicable or as otherwise required by the Financial Institution in conjunction with rendering the Service(s) selected by you.  You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted.  You acknowledge and agree that Financial Institution shall not examine the data for correctness and the Financial Institution shall not have any responsibility for detecting errors in the data transmitted by you. The data transmitted by you must be legible, correct and complete.  Financial Institution shall not process, and Financial Institution shall not be liable to you or any third party for failure to process, the data if it is not in the format specified by Financial Institution or if the data is incomplete. Financial Institution shall not be liable for errors or omissions caused by data that is rejected as the result of your failure to provide the data in accordance with the standards specified in the Master Agreement or any applicable Product Schedule and the Operating Instructions.

6.1.9. Remotely Created Checks.

You agree not to create or deposit a Remotely Created Check, as that term is defined in Federal Reserve Board Regulation CC. Further, you warrant to Financial Institution that you will take financial responsibility for any Remotely Created Check presented against your Account(s) regardless of the circumstances and will indemnify, defend and hold harmless Financial Institution against any claims arising from any such transactions as set forth in Article 10 hereof.

6.1.10. Use of Services.

You will use the Services only for your own internal business use in accordance with the terms of this Master Agreement.  Without limiting the generality of the foregoing, you agree not to make the Services available or allow use of the Services in a computer bureau service business, time-sharing, or otherwise disclose or allow use of the Services by or for the benefit of any third party.  FURTHER, YOU REPRESENT AND WARRANT THAT NONE OF THE ACCOUNTS HAVE BEEN ESTABLISHED OR ARE BEING OR WILL BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND THAT YOU ARE NOT A “CONSUMER” UNDER REGULATION E ‑ ELECTRONIC FUNDS TRANSFER ACT.

6.1.11. Prohibited Transactions.

You agree not to use or attempt to use the Services to: (a) engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, (b) breach any contract or agreement by which you are bound, (c) engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, (d) engage in any activity or business that would result in you being or becoming a “money service business” as defined in the federal Bank Secrecy Act and its implementing regulations, or (e)  engage in any transaction or activity that is not specifically authorized and permitted by this Agreement.  You acknowledge and agree that Financial Institution has no obligation to monitor your use of the Services for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that Financial Institution reserves the right to decline to execute any transaction or activity that Financial Institution believes violates the terms of this Agreement.

6.2. The Financial Institution’s Responsibilities.

Financial Institution agrees to use ordinary care in rendering Services under this Master Agreement and any applicable Product Schedule.  You recognize and agree that ordinary care does not mean error free.  You agree to pay all attorneys’ fees, costs and expenses Financial Institution may incur in collecting any sums you owe to Financial Institution for overdrafts, service charges or otherwise, or in enforcing any rights Financial Institution may have under the terms of this Master Agreement and any applicable Product Schedule or law, rule or regulation applicable to your Account(s) or the Services rendered by Financial Institution under this Master Agreement and any applicable Product Schedule.  You also agree to pay all attorneys’ fees, costs and expenses that Financial Institution may incur as a result of defending any claim or action made against Financial Institution by you or on your behalf where Financial Institution is found not to be liable for such claim.  In no event shall Financial Institution be liable to you for attorneys’ fees incurred by you in any action brought by you against Financial Institution.

Our sole responsibility for an error in a transfer will be to correct the error.  Without limiting the generality of the forgoing, we will not be responsible for the following matters, or for errors or failures of our Services as result of:

6.2.1. Access.

Failure to provide, or interruptions in, access to our Services due to a system failure or other unforeseen acts or circumstances.

6.2.2. Your Computer Equipment & Your Software.

(a) Any malfunction of your Computer or any computer virus or other problems related to your Computer or any Hardware or Software used with our Services.

(b) Malfunction or misapplication of any system you use, including your browser (Mozilla Firefox®, Microsoft Internet Explorer®, or otherwise), your Internet service provider, your personal financial management or other software (such as Quicken® or Microsoft Money®), or any equipment you may use (including your telecommunications facilities, computer hardware and modem) to access or communicate with the Online Banking Services.

6.2.3. Any Transaction or Instruction.

We will not honor a request for a Transfer or Payment if:
(a) it exceeds your available funds on deposit with the Financial Institution; (b) it is not in accordance with any condition indicated by you and agreed to by the Financial Institution; (c) the Financial Institution has reason to believe it may not be authorized by you; (d) it involves funds subject to hold, dispute, or legal process preventing their withdrawal; (e) it would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (f) it is not in accordance with any other requirement stated in this Master Agreement or any Financial Institution policy, procedure or practice; or, (g) the Financial Institution has reasonable cause not to honor the Transfer or Payment for the protection of the Financial Institution or you.

7. Privacy and Confidentiality.

7.1. Privacy/Information Sharing.

The importance of maintaining the confidentiality and privacy of the information provided by you is one of our highest priorities.  We may disclose information about your Accounts or the Payments and other transactions you may make: (a) where necessary for completing the transfers or processing or maintaining your Accounts; (b) in order to verify the existence or condition of your Accounts for a third party such as a credit bureau or merchant; (c) in order to comply with legal process, government agency or court orders; (d) to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements; or (e) otherwise as permitted by law.  An explanation of our privacy policy will be provided to you separately in the manner required by applicable law.  Please review it carefully.  Our privacy policy may change from time to time and is always available on our website and at our Financial Institution locations.

7.2. Confidential Information.

All information of a business nature relating to the assets, liabilities or other business affairs disclosed to the Financial Institution by you and your customers in connection with this Master Agreement and any applicable Product Schedule is confidential.  Financial Institution shall not, without your express written consent, disclose or permit access to any such information by any person, firm or corporation and Financial Institution shall cause its officers, employees, and agents to take such action as shall be necessary or advisable, to preserve and protect the confidentiality of disclosing such information to persons required to have access thereto for the performance of this Master Agreement and any applicable Product Schedule, or to any other party to which the Financial Institution is permitted or required by law to report such information.  You agree to hold confidential and to use only in connection with the Services provided under this Master Agreement and any applicable Product Schedule all information furnished to you by Financial Institution or by third parties from whom Financial Institution has secured the right to use the Services, including, but not limited to, Financial Institution's product and service pricing structure, system design, programming techniques or other unique techniques.  In addition, should you at any time receive or acquire any information relating to another customer of the Financial Institution, you shall promptly return such information to Financial Institution and not reveal such information to any other party and shall not make use of such information for your own benefit.  The obligations and agreements between you and Financial Institution under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, or is or becomes generally available to the public other than by breach of this Agreement, or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party.  Notwithstanding anything to the contrary contained herein, it is authorized and agreed by the parties hereto that the performance of the Services hereunder are or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and/or a State regulatory agency, and you acknowledge and agree to the release of your reports, information, assurances, or other data as may be required by them under applicable laws and regulations.  You agree that any specifications or programs developed by the Financial Institution in connection with this Master Agreement and any applicable Product Schedule supplied or made available to you by Financial Institution are the exclusive property of Financial Institution, its agents, suppliers, or contractors, and further agree that such material shall not be copied or used in any manner or for any purpose without the express written consent of Financial Institution.  This clause shall survive the termination of this Master Agreement.

8. Termination.

8.1. Termination Upon Written Notice.

Subject to Section 8.2 below, either you or the Financial Institution may terminate this Master Agreement, any applicable Product Schedule, and your Online Banking subscription at any time upon giving the other party written notice at least 10 days prior to the termination.  If you terminate the Online Banking Service, you authorize the Financial Institution to continue making Transfers and Payments you have previously authorized and to continue to charge monthly fees until such time as the Financial Institution has had a reasonable opportunity to act upon your termination notice.  Once the Financial Institution has acted upon your termination notice, the Financial Institution will make no further Transfers and Payments from your accounts, including any Transfers and Payments you have previously authorized.  If the Financial Institution terminates your use of Online Banking, the Financial Institution reserves the right to make no further Transfers and Payments from your Accounts, including any transactions you have previously authorized.

8.2. Immediate Termination.

Financial Institution shall have the right to terminate this Master Agreement, any applicable Product Schedule, and your Online Banking subscription immediately by giving written notice to you if you: (i) cease to conduct your business in the ordinary course, (ii) have any substantial part of your property become subject to any levy, seizure, assignment or application for sale for, or by, any creditor or government agency, (iii) are a party to an acquisition, (iv) in the reasonable judgment of Financial Institution, experience an adverse change in your financial condition or business which impairs your ability to perform your obligations under this Master Agreement or any applicable Product Schedule, (v) fail to perform your obligations under this Master Agreement or any applicable Product Schedule or default under any other agreement between the parties, or (vi) make any false or misleading warranty or representation.

Notwithstanding the foregoing or Section 8.1, Financial Institution may immediately terminate this Master Agreement and/or any applicable Product Schedule without notice if: (a) you or we close your Account(s), (b) there has not been any activity in your Accounts for 180 consecutive days, or (c) in Financial Institution’s sole discretion, it determines that you have abused the Online Banking Service or Financial Institution believes that it will suffer a loss or other damage if the Master Agreement and/or applicable Product Schedule is not terminated. 

8.3. Rights Cumulative.

Financial Institution’s election to terminate this Master Agreement and/or any applicable Product Schedule is in addition to any and all other remedies that may be available to Financial Institution and will not affect any obligations you may have to Financial Institution.  Any reinstatement of the Service under this Master Agreement and/or any applicable Product Schedule will be at Financial Institution’s sole discretion and must be agreed upon in writing by an authorized representative of Financial Institution.

8.4. Rights/Duties Upon Termination.

Upon termination of this Master Agreement and/or any applicable Product Schedule, any property or rights of Financial Institution in the possession of Customer, tangible or intangible, shall be returned to Financial Institution as soon as possible, but in no event later than 15 days after the termination of the Master Agreement and/or any applicable Product Schedule.

Upon termination of this Master Agreement and/or any applicable Product Schedule: (i) you will promptly pay to Financial Institution all sums due or to become due under this Master Agreement and/or applicable Product Schedule, and (ii) you shall have no further right to make use of the Service(s) or any system or software which may have been provided in connection with the Service.

9. Changes in Terms and Other Amendments.

The Financial Institution may amend the terms of this Master Agreement and any applicable Product Schedule and alter, change, or modify the Services provided under the terms of this Master Agreement and any applicable Product Schedule (including the fees and charges for Services listed) or any supplemental agreement at any time in its sole discretion by giving written notice to you. If required by agreement or applicable law, notice will be given for the required number of days in advance of such amendments by mailing a copy of the amendment to you at your most recent address shown on our records or, if you have previously agreed, by providing notice delivered to the last email address you have provided us. Your continued use of the Services shall constitute your agreement to such amendment. No amendments requested by you shall be effective unless received in writing by Financial Institution and agreed to by the Financial Institution in writing.

10. Other Provisions.

10.1. Electronic Notices.

If you have agreed to Financial Institution’s Online Statement Service Agreement and Disclosure, we may deliver to you any required disclosures and other notices concerning these Services or your Accounts by e‑mail or other appropriate electronic means. 

You may use e‑mail to contact us about inquiries, maintenance and/or some problem resolution issues.  E‑mail may not be a secure method of communication.  Thus, we recommend you do not send confidential personal or financial information by e‑mail.  There may be times when you need to speak with someone immediately (especially to report a lost or stolen Password, or to stop a payment).  In these cases, do not use e‑mail.  Instead, you should call us at the number provided in Section 10.6.

10.2. Hours of Operation.

Our representatives are available to assist you from the hours of 9:00 AM to 5:00 PM Eastern Time (Standard or Daylight) on Business Days, by calling the number provided in Section 10.6.

10.3. Ownership of Website.

The content, information and offers on our website are copyrighted by Financial Institution and/or Vendors and the unauthorized use, reproduction, linking or distribution of any portions is strictly prohibited.  You agree not to copy, display, distribute, download, license, sub-license, modify, publish, repost,    reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or commercial purposes, the information and materials on the site, except as provided in this Master Agreement, without our express written permission.  Unless otherwise noted, all other trademarks, service marks, and logos used on the Financial Institution’s sites are the trademarks, service marks or logos of Financial Institution, or others as indicated.

10.4. Web-linking Practices.

Financial Institution may provide access to information, products or services offered on other third-party websites.  The Financial Institution is not responsible for, nor does it control, the content, products, or services provided by linked sites.  The Financial Institution does not endorse or guarantee the products, information or recommendations provided by linked sites, and it is not liable for any failure of products or services advertised on those sites.  In addition, each third-party site may provide less security than the Financial Institution and have a privacy policy different than that of the Financial Institution.  Your access to, use of, and reliance upon such content, products or services are at your own risk.

10.5. Geographic Restrictions.

The Services described in this Master Agreement and any application for credit, deposit services, and brokerage services available on our website are offered solely to citizens and residents of the United States of America residing within the United States of America.  Citizens and residents may not be able to access these Services outside the United States of America.

10.6. Contact Information.

In case of questions about your electronic transactions, contact customer service at:

Alma Bank
Attn: Customer Care Center
31-10 37th Ave Suite 400
Long Island City, NY 11101
Toll-Free at 855.541.1000
Email: contactus@almabank.com

10.7. Deposit Account Agreement.

You acknowledge and agree that your demand deposit Account maintained with Financial Institution is an integral part of the Services offered by Financial Institution and that all transactions and Services initiated or processed pursuant to this Master Agreement are subject to the terms and conditions of the rules, regulations and agreement (“Deposit Account Agreement”) governing accounts in effect from time to time between you and Financial Institution. The Deposit Account Agreement is expressly incorporated herein by reference. The terms and conditions of this Master Agreement shall control over any inconsistent terms and conditions of the Deposit Account Agreement.  You acknowledge that you have signed and executed all agreements, resolutions, signature cards and forms governing your demand deposit account required by Financial Institution. If you have not signed the foregoing forms required by Financial Institution, by signing this Master Agreement, you acknowledge that you have read the contents of and agree to be bound by the terms of those forms, agreements and documents, and adopt and ratify, as an authorized signatory(s), the signature(s) of any person(s) who has signed a signature card or any check on your account. You also agree to establish all accounts that must be opened in conjunction with the Services provided by Financial Institution.

10.8. Account Linking.

10.8.1. Eligibility and Approval. Subject to the prior written approval of the Financial Institution, which may be withheld in the Financial Institution’s sole discretion, Customer may be permitted to link its Account(s) beyond linking among its Eligible Accounts as described in Section 2.1.  Customer may request Financial Institution to enable its Accounts to be linked with a Related Account of Customer.  A “Related Account” of Customer is a business account at Financial Institution held by a Related Entity of Customer.  A “Related Entity” is a commercial enterprise: (a) that is controlled by or under common control with Customer; and (b) whose authorized signer(s) has agreed to permit the linking of its accounts with the Eligible Accounts of Customer.  The term ‘control’ as used herein means any entity which Customer owns, directly or indirectly, in excess of fifty percent (50%) of the equity interests or voting rights or which is under direct or indirect common control with Customer, whether now existing or subsequently created or acquired during the term of this Agreement.   Financial Institution will only permit linking where it is satisfied that all affected account holders have duly authorized Financial Institution to implement account linking of each party’s designated Eligible Accounts and all Related Accounts.  An authorized signer of Customer and each Related Entity, which may be the same person, must designate the Eligible Accounts and Related Accounts for which linking is being authorized hereunder.  The terms and conditions for account linking under this Section 10.8 will supplement all other existing disclosures and agreements that govern the affected Accounts maintained by Customer and the Related Entity that holds each Related Account at Financial Institution. 

10.8.2. Access to Accounts and Services.  If linking is permitted under this Section 10.8, each authorized signer of Customer and the applicable Related Entity acknowledges and agrees that the linking contemplated hereunder will enable the Administrator and User(s) designated by Customer and each Related Entity to access each party’s own Eligible Accounts and the Related Accounts of the other party to the same extent as if such person was an Administrator or User of such party.  As used herein, the term ‘link’ (including, ‘linking’ or ‘linked’) means the ability of an authorized signer of Customer to instruct Financial Institution to enable a person who is an Administrator or User of Online Banking on behalf of one party to access the Account(s) and Service(s) of a Related Entity (each, a “Linked User”).  Each Administrator and User of Customer that is given access to a Related Account shall have the authority to access information and use a Service to conduct transactions in the Related Account to the same extent as that Administrator or User possesses to conduct transactions in his or her Eligible Accounts.  Likewise, each Administrator and User of a Related Entity will have the same authority to access information and use a Service to conduct transactions in the Accounts of Customer.  By way of example, an Administrator or User of Customer with authority to initiate a wire transfer in its own Eligible Accounts will have the same transaction authority in a linked Related Account and vice versa.

10.8.3. Representations and Warranties; Limitation of Liability.  By requesting the linking of accounts under this Section 10.8, Customer and each Related Entity, as applicable, represents and warrants, that: (1) the Account Linking is authorized by a duly authorized signer of such party and that such authorization will not violate any applicable provision of such party’s existing agreements, laws or resolutions; (2) any transactions between and among the applicable accounts held by each party and any related commingling of funds among and between the applicable accounts is in accordance with law and the authorization and permissions applicable to the parties and their respective Linked Users; (3) any transactions between and among accounts held by the parties and any related commingling of funds will be performed at the direction of a duly authorized Linked User of such party and at the sole risk of the affected party or parties; (4) each Linked User is acting on behalf of its respective party and none of the parties shall make a claim against Financial Institution or hold Financial Institution liable for any actions, omissions, losses and/or damages of any type or kind arising from the access or transactions initiated by a Linked User that are permitted hereunder; (5) the authorizations described herein are in addition to any other authorizations currently in effect; (6) the authorizations set forth herein shall remain in effect until written notice of their revocation is delivered to Financial Institution by a party and Financial Institution has a reasonable opportunity to take action with respect to such requested revocation; and (7) none of the Eligible Accounts nor Related Accounts that are linked hereunder are accounts held for personal, family or household purposes (i.e., a consumer account).

10.8.4. Privacy and Information Sharing.  By linking your Eligible Accounts with Related Accounts as described herein, Customer and each Related Entity acknowledge, understand and agree that it is giving the Financial Institution its express written instruction to provide a Linked User of the other party with any and all information about its Account(s) that is available through Online Banking and the applicable Services.

10.8.5. Transaction Limits and Security Procedures.  Access by a Linked User of one party to an Account of the other party shall be subject to the same terms and conditions of a Service, including any conditions and/or limitations on the frequency or dollar amount of transactions during a prescribed time period (e.g., daily or monthly payment limit) as may be imposed on the applicable Linked User or Account.  In addition, the Customer and each Related Party agree that each Linked User will use the security procedures applicable to the Account to which online access is granted hereunder (e.g., random number Tokens) and that each party acknowledges and agrees that such security procedures are commercially reasonable.

10.9. Effective Dates.

The effective date of this Master Agreement and any applicable Product Schedule shall be the date upon which the Master Agreement is executed by you and accepted by Financial Institution.

10.10. Internet Disclaimer.

For any Service(s) described in the Master Agreement utilizing the Internet, Financial Institution does not and cannot control the flow of data to or from Financial Institution's network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). Financial Institution cannot guarantee that such events will not occur. Accordingly, Financial Institution disclaims any and all liability resulting from or related to such events and in no event shall Financial Institution be liable for any damages (whether in contract, tort or otherwise) that are attributable to the public Internet infrastructure, your ability to connect to the Internet, or Financial Institution's ability to connect to the Internet on your behalf.

10.11. Limitation of Liability.

10.11.1. YOU AGREE THAT FINANCIAL INSTITUTION SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, FINANCIAL INSTITUTION OR FINANCIAL INSTITUTION’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.11.2. TO THE FULLEST EXTENT ALLOWED BY LAW, FINANCIAL INSTITUTION’S LIABILITY TO YOU UNDER THIS MASTER AGREEMENT OR ANY APPLICABLE PRODUCT SCHEDULE SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM FINANCIAL INSTITUTION’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL FINANCIAL INSTITUTION BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY FINANCIAL INSTITUTION DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM.

10.11.3. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY FINANCIAL INSTITUTION ON AN “AS IS” BASIS.

10.11.4. EXCEPT AS EXPRESSLY SET FORTH IN THIS MASTER AGREEMENT, FINANCIAL INSTITUTION MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY.  YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY FINANCIAL INSTITUTION EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS MASTER AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.

10.11.5. FINANCIAL INSTITUTION MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF FINANCIAL INSTITUTION’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.11.6. FINANCIAL INSTITUTION SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY FINANCIAL INSTITUTION TO YOU IN CONNECTION WITH THIS MASTER AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO FINANCIAL INSTITUTION OR FROM FINANCIAL INSTITUTION TO YOU.  FINANCIAL INSTITUTION SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE.

10.12. Relationship of Parties.

Customer and Financial Institution acknowledge and agree that the relationship between Financial Institution and Customer is that of an independent contractor and that this Master Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between them.

10.13. Force Majeure.

The Financial Institution shall not be responsible for any liability, loss, or damage resulting from Financial Institution's failure to perform any Service or to perform any other obligations under this Master Agreement and any applicable Product Schedule which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or third parties and their personnel; criminal acts; or generally any cause reasonably beyond the Financial Institution's control.

10.14. Reimbursement.

Any reimbursement by Financial Institution for any liability hereunder may be made either directly to you or by adjustment of the aggregate ledger and collected balances of your accounts.

10.15. Indemnification.

In addition to other indemnification and liability provisions elsewhere in this Master Agreement and any applicable Product Schedule, to the fullest extent allowed by law, you will be liable for, hold harmless, defend and indemnify Financial Institution, and its employees and agents from and against all claims of any sort by third parties or others arising out of this Master Agreement and any applicable Product Schedule, including all losses and expenses incurred by Financial Institution arising out of your failure to report required changes, transmission of incorrect data to Financial Institution, or failure to maintain compliance with all laws, regulations and rules.  Except for those losses caused directly by Financial Institution’s failure to exercise ordinary care or act in good faith, you agree to indemnify, defend and hold Financial Institution, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) arising from or related in any way to: (i) any Services performed in connection with this Master Agreement and any applicable Product Schedule, (ii) Financial Institution’s action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Financial Institution to be an authorized representative of you, an Authorized User, or a Linked User, (iii) your or a Linked User’s breach of any of covenants, agreements, responsibilities, representations or warranties under this Master Agreement and any applicable Product Schedule, and/or (iv) your or a Linked Users breach of applicable laws, rules or regulations.

10.16. WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.17. Governing Law; Jurisdiction.

These terms and conditions of this Master Agreement and any applicable Product Schedule shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions or to your state of residence. The parties hereto agree that any legal suit, action, or proceeding against them arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State and County of New York.  The parties hereto hereby accept the jurisdiction of such courts for the purpose of any such action or proceeding and agree that venue for any such action or proceeding and each of the parties hereby irrevocably consents to the service of process in any action or proceeding.

10.18. Attorney’s Fees.

The prevailing party in any action under this Agreement or a Product Schedule shall be entitled, subject to applicable law, to payment by the other party of its reasonable attorney’s fees (which may be or include the allocable cost of in-house counsel) and costs, including fees for any arbitration, mediation, appeal, or bankruptcy proceedings, and any post-judgment collection actions, if applicable.

10.19. Compliance with Laws, Rules, and Regulations.

You agree to comply with all existing and future instructions used by the Financial Institution for processing of transactions.  You further agree to comply with and be bound by all applicable state or federal laws, rules and regulations affecting the use of checks, drafts, fund transfers, and ACH transactions, including, but not limited to, rules and procedural guidelines established by the Federal Trade Commission, the Board of Governors of the Federal Reserve, the National Automated Clearing House Association and any other clearinghouse or other organization in which Financial Institution is a member or to which rules Financial Institution has agreed to be bound.  These laws, procedures, rules, regulations, and definitions shall be incorporated herein by reference.

10.20. Miscellaneous Provisions.

10.20.1. Headings.  The headings and captions contained in this Master Agreement and any applicable Product Schedule are included only for convenience of reference and do not define, limit, explain, or modify this Master Agreement and any applicable Product Schedule or its interpretation, construction, or meaning.

10.20.2. Severability.  The holding of any provision of this Master Agreement and any applicable Product Schedule as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Master Agreement and any applicable Product Schedule, which shall remain in full force and effect.

10.20.3. Waiver.  The terms of this Master Agreement or any Product Schedule may be waived only by an instrument in writing duly executed by the parties hereto.  No waiver by the Financial Institution of any term, condition, or obligation of you under this Master Agreement and any applicable Product Schedule shall bind the Financial Institution to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver.

10.20.4. Binding Effect.  This Master Agreement and any applicable Product Schedule shall inure to the benefit of and be binding upon the successors, heirs, trustees, and permitted assigns of the parties hereto.

10.20.5. Entire Agreement.  This Master Agreement and any applicable Product Schedule constitute the entire agreement between the parties hereto concerning the subject matter hereof.  All prior or contemporaneous agreements or understandings concerning the subject matter hereof, whether oral or written, are merged into this Master Agreement.

10.20.6. Transfers and Assignments.  You cannot transfer or assign any rights or obligations under this Master Agreement and any applicable Product Schedule without Financial Institution's written consent.   The Financial Institution may assign its rights and delegate its duties under this Master Agreement and any applicable Product Schedule to a company affiliated with the Financial Institution or to any other party.

10.20.7. Statute of Limitations.  You acknowledge and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to this Master Agreement or any Product Schedule must be filed within one year after such claim or cause of action arose or shall be forever barred.

10.20.8. Survivability. The provisions of this Master Agreement which by their terms call for performance subsequent to termination or expiration of this Master Agreement or any Product Schedule, shall so survive such termination, whether or not such provisions expressly state that they shall so survive, including, but not limited to, Sections 7, 8.4, 10.3, 10.11, 10.14–18, 10.20.2, and 10.20.4–7.