Online Banking Services Agreement

BY CLICKING “I ACCEPT THE TERMS AND CONDITIONS”, “ACCEPT”, “AGREE”, “PROCEED”, OR “CONTINUE”, AS APPLICABLE, OR BY USING ANY OF SIGNATURE BANK’S ONLINE BANKING SERVICES (AS DESCRIBED HEREIN), YOU AGREE TO BE BOUND BY AND FULLY COMPLY WITH EACH AND EVERY PROVISION OF THE ONLINE BANKING SERVICES AGREEMENT

ONLINE BANKING SERVICES AGREEMENT

THIS ONLINE BANKING SERVICES AGREEMENT states the terms and conditions that apply when you use Signature Bank Online Banking Services.  These terms and conditions are in addition to those that otherwise apply to any accounts you have with us or any other services by us for you.  You must also follow all of our instructions, procedures, and policies applicable to Online Banking Services.

1.       YOU ACKNOWLEDGE AND AGREE THAT ANY PERSON USING ONLINE BANKING SERVICES MUST BE AT LEAST FOURTEEN (14) YEARS OLD. PERSONS UNDER FOURTEEN (14) YEARS OLD ARE PROHIBITED FROM USING OR ACCESSING ONLINE BANKING SERVICES.

2.       Acceptance and Amendment of this Agreement. You agree to all of the provisions of this Agreement and each amendment to this Agreement by any and all of the following means: (a) using our Online Banking Services to perform any transaction; (b) causing your company representative to consent to this Agreement, if you are a business entity; and (c) completing a separate electronic consent form to receive disclosures and enter into this Agreement electronically.

Your electronic consent or use of our Online Banking Services has the same effect as if you had signed this Agreement with your physical signature or that of your authorized company representative.

Your electronic consent or use of our Online Banking Services is also your acknowledgement that you have read this Agreement in electronic form. If you would like to have a paper copy of this Agreement, please contact us by telephone at 1-877-888-8550 or write us at Signature Bank of Arkansas, P.O. Box 8550, Fayetteville, AR 72703 and we will mail a paper copy to you.  You may also access a copy of this Agreement on the Web Site at the “Documents” link.

We may amend this Agreement at any time.  We will comply with any notice requirements under Applicable Law for such changes. If Applicable Law does not specify any notice requirements for the change, we will decide what kind of notice (if any) we will give you and the method of providing any such notice, which methods may include without limitation sending electronic notice or posting such amendment on the Web Site.  The use of Online Banking Services by you, the Master User, and any Sub-User after the effective date of any such amendment shall constitute an acceptance by you of such amendments to this Agreement.  You shall be responsible for establishing an internal procedure for reviewing the Web Site and any messages sent by us to you through Online Banking Services on a regular basis to obtain timely notice of amendments to this Agreement.  You agree not to contest the validity or enforceability of this Agreement as amended per this Section.  The course of dealing among the Parties shall not modify or amend this Agreement in any respect.

You are not permitted to alter or amend this Agreement or any related document without our express written consent. Any attempt to do so will be void and unenforceable.

3.       Explanation of Certain Terms. For purposes of this Agreement, the following terms and all variations thereof (including the singular, plural, and possessive and the past, present, and future tense) shall have the following meanings:

“ACH” means automated clearing house.

“ACH Agreement” means the agreement between you and us with respect to services we may provide you in connection with ACH transactions, as amended from time to time.

“ACH Rules” mean the rules of the National Automated Clearing House Association and any other relevant clearing house associations, as amended from time to time.

“Agreement” means this Online Banking Services Agreement and any amendments made in accordance with the provisions of this Agreement.

“Applicable Law” means the constitutions, statutes, codes, ordinances, rules, regulations, orders, decisions, judgments and decrees of any governmental authority of the State of Arkansas and any other governmental authority having jurisdiction over the Parties.

“Bank”, “we”, “us”, “our”, and “SBA” mean Signature Bank of Arkansas and any other person or legal entity whom we designate to provide Online Banking Services.

“Business Account” means an account that is not a Consumer Account.

“Business Day” means a day of the year on which banks are not required or authorized to close in Fayetteville, Arkansas.

“Compatible Device” means any one or more of the following stationary and mobile devices that may be used in connection with the access and use of Online Banking Services: computer hardware, communications hardware, desktop computer, laptop computer, notebook computer, mobile computer, tablet computer, pad computer, telephone, mobile or cellular phone, smartphone, personal digital assistant, pager, smart watch or other equipment.

“Connected Accounts” means any one or more of the deposit, loan, or other accounts designated by you for use in connection with Online Banking Services.

“Connect” your account(s) means to enable you to obtain information and perform transactions we make available for your qualifying accounts over the Internet by use of a Compatible Device and/or other means we authorize or allow.

“Consumer Account” means an account established primarily for personal, family, or household use.

“Customer”, “you”, and “your” mean an individual person or business entity that we permit or they permit to use Online Banking Services.

“Customer Account” means any one or more of the loan, demand deposit, time deposit, savings, money market, or other accounts held by Customer at Bank.

“Fees and Expenses” means: (a) any fees or expenses identified on the fee schedule established by us, as may be amended from time to time by sending notice or posting such amendment on the Web Site; (b) overdrafts and overdraft fees; (c) fees and expenses relating to the Connected Accounts or any other Customer Account; (d) transaction fees; (e) any and all fees or charges incurred by you or us to third parties that are related to use of the Web Site or Online Banking Services; (f) attorneys’ fees paid or incurred by us to enforce or interpret any provision of this Agreement; (g) attorneys’ fees paid or incurred by us if we shall file or commence any litigation to protect our rights with respect to you, Online Banking Services, or to enforce any provision of this Agreement; (h) auditing and investigation fees; (i) any fees and expenses regarding the Required Technology; (j) all those fees and expenses identified in this Agreement; (k) late fees; and (l) all other expenses paid or incurred by us on behalf of you in connection with this Agreement.

“Master User” means the individual designated by you to be responsible for supervising use of the Web Site and Online Banking Services.

“Online Banking Services” mean such services provided by Bank, from time to time through the Web Site, Signature2Go Mobility Apps, or through any Required Technology, as contemplated by this Agreement.  Such services may include but are not limited to the following services described herein:  Online Account Services, Stop Payment Services, Funds Transfer Services, External Funds Transfer Services, Voice Banking Services, Mobile Banking Services, which may include but are not limited to Computer Services Inc. Text Banking, provided by  Computer Services Incorporated, Third Party Transfer Services, which may include but are not limited to  Person-to-Person Transfer Services (P2P), Online Statement Services, ACH Transfer Services, Wire Transfer Services, Bill Pay Services, Remote Deposit Capture Services, FinancialVue, Credit Card Services, and Business Transfer Authorization Services.  Such services may be provided during the Term as further defined in this Agreement.

“Party” means one or more of you and us.

“Person” means any individual, business or other corporate entity, trust, trustee, personal representative, executor, receiver, liquidator, or other person.

“Required Technology” means the computer and communications software, web internet access, communications services, applications, or other technology necessary to access and use Online Banking Services in accordance with this Agreement, which may include without limitation, computers, software applications, Security Software, text or SMS messaging service, and Compatible Devices.

“Security Procedures” mean any user ID, password, personal identification number (PIN), passcode, access code, authorization number, or authenticated fingerprint, facial image data, or other biometric identifier, confidential information, encryption key, confirmation or tracking number, method, protocol, Security Software, or any other information, control, identifier, document, program, mechanism, or procedure used to gain access to, verify, or protect the security and operation of the Web Site, Online Banking Services, or other sensitive information.

“Security Software” means comprehensive software program or suite of programs to protect software and hardware computing systems from infiltration or intrusion by or vulnerabilities to malicious software, including but not limited to computer viruses, trojans, worms, keyloggers, spyware, backdoors, packet analyzers, and malicious code extensions, scripts, active content, files, and browser helper objects.

“Signature2Go Mobility Apps” mean any one or more of our mobile banking applications downloadable from time to time on certain Compatible Devices using Required Technology and through which we may permit you to access certain Online Banking Services.

“Sub-User” means any one or more individuals authorized to use the Web Site or Online Banking Services by the Master User.

“Term” means the term of this Agreement as set forth in this Agreement.

Third Party Transfer Services means transfers of funds using a third party vendor including but not limited to Person-to-Person Transfer Services (P2P).

“Transfer” means any direct or indirect, voluntary or involuntary, sale, purchase, assignment, pledge, conveyance, delegation, assumption, abandonment, or other change in ownership or possession of any kind, character, or description.

“Unauthorized Use” means any of the following uses or activities regarding the Web Site or Online Banking Services: (a) any Master User or Sub-User account or login information being used for access by more than one individual; (b) any Person exceeding the scope of the authority granted such Person by you; (c) any use or access in violation of the terms of any loan or agreement between you and us; (d) sending any transmission to us containing errors; (e) any use or access that is in violation of Applicable Law or that may reasonably be expected to subject us to investigation, prosecution or legal action; (f) any use or access related to a failure or defect in Required Technology; (g) any action resulting in an overdraft of any Customer Account; (h) any involuntary use or access; (i) any use or access resulting from a failure to maintain confidentiality of or observe any Security Procedures; (j) any use or access that is not solely for conducting your business with Bank; (k) any use or access by any Person other than a Sub-User or the Master User; (l) any use or access by any Person who is under fourteen (14) years old; (m) any use or access by any person who is under eighteen (18) years old and for which a Minor Indemnity Agreement (as defined herein) regarding the use and access of such person has not been executed and delivered by you and the Master User; and (n) any use or access in connection with a transaction processed through Online Banking Services where (i) Customer makes or receives payment on behalf of a third party, (ii) Customer, Master User, or any Sub-User receives or is promised a benefit from a third party and the sole material consideration for such benefit is the initiation of such transaction through Online Banking Services, and (iii) Customer has no material interest in such transaction other than such benefit promised or received for initiating such transaction.

“Web Site” means any one or more of” www.Signature.bank” and “https://signature.myebanking.net/#/login” and any individual internal web page linked from the foregoing sites and established and maintained by Bank.  The term “Web Site” shall not include any web site or internet address not controlled and maintained by Bank.

4.       Online Banking Services. We may provide Online Banking Services to you during the Term from time to time as described in this Agreement.  You understand and agree that we may, and you authorize us to, provide Online Banking Services through one or more third party vendors.  This Agreement does not apply to services provided under separate agreements with third party vendors that do not specifically reference this Agreement or that are not specifically referenced in this Agreement.

Please refer to the online help and instructions on how to use our Online Banking Services. Such instructions are part of this Agreement.  Please note that during your use of Online Banking Services, we may provide you with additional requirements and limitations regarding the use of Online Banking Services through the system by which we may provide Online Banking Services.  You agree to be bound by any and all such additional requirements and limitations.  You also agree to be bound by any and all of our published policies and procedures, whether published on the Web Site, through Online Banking Services, or otherwise.  Any and all such policies and procedures shall be a part of this Agreement.

5.       Types of Online Banking Services. You, or any Person you have authorized, intentionally or unintentionally, by giving them access to your login information, password, or other Security Procedures or a Compatible Device or other Required Technology (even if such Person exceeds your authority), can instruct us to perform the following transactions: (a) transfer funds between Connected Accounts; (b) obtain information that we make available about Connected Accounts; and (c) obtain other services or perform other transactions that we allow, as discussed in this Agreement. You hereby authorize us to process and execute any and all requests, payment orders, or other transactions initiated by you through Online Banking Services.  The following are the types of Online Banking Services we may provide under this Agreement:

5.1.       Online Account Services.  We may allow you to obtain an overview and history of your Connected Accounts with our Online Account Services.  You may also view recent online and other account activity for your Connected Accounts and send secure messages to us requesting account information or making other inquiries.  Other features we may offer through Online Account Services are allowing you to change your address on file with us, order and re-order checks, change the way information is displayed through Online Banking Services, change your password and login information, and set automated alerts for certain events occurring with respect to your Connected Accounts.

We may also allow you to download information regarding Connected Accounts to your systems for use with your third party financial management software such as Quicken® or Microsoft Money®.  Please note, we cannot control and are not responsible for such information or your use or storage of such information after downloading from our systems.

Information you obtain about your Connected Accounts using our Online Banking Services may not reflect transactions that have not yet been posted to your accounts. You should keep that in mind when you perform or attempt to perform any transactions on the basis of such information.

5.2.       Stop Payment Services.  We may allow you to initiate stop payment requests through our Online Banking Services.  You may place a stop payment on any check you have written or electronic transfer item you have initiated that that has not already been processed by us for payment. The information on the stop payment request must precisely identify the check number, the date, the payee and the amount of the check. In the instance a series of checks are missing, you must precisely identify the beginning check number and the ending check number in the series of checks that are missing. If you do not give complete, exact information, we assume no responsibility for stopping payment. You acknowledge that a stop payment request is not effective immediately upon our receipt but must be received in time to give us a reasonable time to act upon it. If the item is an electronic transfer (ACH or otherwise), we must receive this notice at least three (3) Business Days preceding the scheduled date for the payment of the item. We cannot stop payment on an electronic fund transfer resulting from a point of sale transaction. Stop payments received  on a Business Day are intended to be processed on the following Business Day on which it may be received. Stop payment requests received  on a non-Business Day will be processed on the next Business Day. A stop payment request for a check must be received before the check has been presented for payment. A stop payment order is effective for six (6) months.   If a longer period of time is desired, a new stop payment request is to be submitted online or in writing before the expiration of the six (6) months. If the stop payment request is not  received before the expiration of six (6) months, it will automatically terminate, and the Bank is free to pay the check or other item. In such an instance, you hereby agree to waive any and all claims against us with respect to the stop payment request or the check or other item itself and you further agree to indemnify and hold us harmless with regard to any and all claims involving the stop payment request and the applicable check or other item. You agree to pay a stop payment fee for each new stop payment request and each new request of a stop payment  processed through Online Banking Services, as disclosed in the Schedule of Fees agreement provided at account opening.

To stop a payment, you may also call or write us at the phone number or address listed in the Section titled “Notice”, or by using any electronic stop payment method which we provide for this purpose. If you call or write, you must do this in time for us to receive your request three (3) Business Days or more before the transfer is scheduled to be made. If you call, we may also require you to put your request in writing and have it delivered to us within fourteen (14) days after you call.

By using Stop Payment Services, you acknowledge and agree that Stop Payment Services are not intended to be used for and shall not be used for the cancellation of payments processed or to be processed through Bill Pay Services.  You agree that (a) you shall not initiate any stop payment request for any point of sale transaction or electronic item processed or to be processed through Bill Pay Services and that (b) if you desire to cancel any transaction initiated through Bill Pay Services, you will initiate such cancellation through Bill Pay Services within the timeframes required with respect to Bill Pay Services.  In the event a stop payment request is initiated for a point of sale transaction or electronic item processed or to be processed through Bill Pay Services and such item is paid by us, we shall have no liability for such payment, and you hereby authorize us to collect from any Customer Account, the amount of any such items paid.

5.3.       Funds Transfer Services.  This Section applies to internal funds transfers to and from accounts held with us and to external funds transfers to or from accounts held with other depository institutions.  To the extent we make them available, you authorize us to establish preauthorized recurring fund transfers and one-time funds transfers in accordance with the request that is made.  We may reject preauthorized recurring fund transfers that vary in amount. You must have enough available money or credit in any account from which you instruct us to make a transfer. All transfers must be in U.S. Dollars.

If any Connected Accounts are money market deposit accounts or savings deposit accounts, certain types of withdrawals from those accounts, including payments and transfers, are limited for any specified period. The specified period for money market deposit accounts is the monthly statement period. The specified period for savings deposit accounts is a calendar month. The kinds of withdrawals covered by this limitation are those made by means of preauthorized or automatic transfers and payments or telephone agreement, order or instruction. A limit on the total number of these kinds of withdrawals may be made by check, draft, debit card, or similar order payable to third parties.

Transfers are not final at the time we receive your instructions, but we will begin to process them each day at 4pm Central Time. You should allow at least one (1) Business Day for the transfer to post to your account(s).  Please note that for external fund transfers, the time for completion and posting of the transfer may be extended due to processing times and delays by other financial institutions and intermediaries and for transfers to other countries.  We will not be responsible for any delay regarding a funds transfer due to any processing time or delay of other financial institutions and intermediaries or relating to a transfer of funds to another country.

Each transfer will be posted to any Customer Account from which it is initiated, and to any other Customer Account that is involved in the transaction, on the Business Day on which the transfer is completed. Each transfer you make on a non-Business Day, or after our online banking cut-off time on any Business Day, will be considered initiated on the following Business Day. Our online banking cut-off time is 7:00 p.m. Central Time.

If you want to change transfers you have instructed us to make, you must notify us before we have started processing the transaction. This applies to both individual transactions as well as preauthorized recurring transactions. The normal way to do this is for you to access the appropriate function in our Online Banking Services no later than the day before the Business Day the transfer is scheduled to be made, and either delete it or make the change.

You may also call or write us at the phone number or address listed in the Section titled “Notice”, or by using any method which we provide for changing transfers. If you call or write, you must do this in time for us to receive your request three (3) Business Days or more before the transfer is scheduled to be made. If you call, we may also require you to put your request in writing and have it delivered to us within fourteen (14) days after you call.

5.4.       External Funds Transfer Services.  We may allow you to Connect external accounts (accounts held at depository institutions other than us) that you own or for which you have unlimited authority to initiate deposits and withdrawals.  By Connecting an external account, you authorize us to initiate ACH debit or credit entries to such external account.  By Connecting an external account, you also certify that you are an owner or authorized on the external account with unlimited withdrawal or deposit rights on the depository institution’s records, to originate transfers to or from the account.  Upon our request, you agree to provide us written documentation of your ownership of or unlimited authority regarding such external Connected Accounts, as applicable, and any other information we deem necessary or desirable regarding such external Connected Accounts.  You are required to notify us if any external Connected Account is closed or your withdrawal rights are limited or removed so such external Connected Account may be un-Connected from Online Banking Services.  You acknowledge that all transactions involving external Connected Accounts must comply with Applicable Law.  The offsetting entries for any transfer to or from an external Connected Account must be made to or from a Connected Customer Account.  Transfers between external Connected Accounts are prohibited.  When initiating a transfer to or from an external Connected Account, if you are not an owner of such account, you certify that you have full authority to initiate such transfer and that such transfer has been authorized by any and all necessary Persons.

5.5.       Voice Banking Services.  We may allow you to access our Voice Banking Services by calling our voice banking system at the following telephone numbers:  (a) for Northwest Arkansas customers, (479) 575-0150; (b) for Brinkley customers, (870) 734-2265; or (c) toll-free, 1 (877) 888-8511.  Please note you will need to be calling from a touch tone phone to access and use Voice Banking Services.  Our Security Procedures may also require you to provide certain account information, login information, or PIN numbers to access Voice Banking Services.  Through our Voice Banking Services, we may allow you to obtain information for your accounts and our branch hours and locations.  In addition, we may also allow you to make transfers between your Connected Customer Accounts.  You understand and agree that we cannot control your physical environment to prevent interception of or eavesdropping on the contents of calls to our voice banking system and that, if you fail to use adequate internal Security Procedures, as required by this Agreement, your use of cordless and cellular telephones and other Compatible Devices used to call our voice banking system may not be secure.  By accessing our Voice Banking Services, you assume any and all risk associated with your use of cordless and cellular telephones and other Compatible Devices in connection with Voice Banking Services, including but not limited to the risk of interception of and eavesdropping on the contents of your calls to our voice banking system.

5.6.       Mobile Banking Services.  We may allow you to access certain of our Online Banking Services with Compatible Devices using Required Technology.  Certain of our Online Banking Services may be unavailable or limited when you use Online Banking Services with certain Compatible Devices.  Please note you will have to comply with any minimum hardware and software compatibility requirements established by any software vendor in connection with any software application, Compatible Device, or other Required Technology.  See the Section titled “Required Technology” for recommended minimum user hardware, software, and other feature standards for use of certain Mobile Banking Services with certain Compatible Devices.  We may also require you to register each Compatible Device, or other Required Technology, a telephone number, and a valid email address or with which you intend to access Mobile Banking Services.  You understand and agree that by registering a Compatible Device or other Required Technology with us, you are subscribed to Computer Services Inc.  Text Banking, provided by Computer Services Inc..  You agree and affirm that you are the authorized user of a Compatible Device or other Required Technology that you register with us or any Computer Services Inc. service.  You also understand and agree that you are subscribed until you send via text or SMS message, the message “STOP” to Computer Services Inc.  Text Banking, provided by Computer Services Inc..   As with any other Required Technology, you are required to comply with the provisions of any and all license agreements regarding your use of any mobile or smartphone software application used to access Mobile Banking Services.  Such applications may include but are not limited to Computer Services Inc., though which you may be allowed to view the balance and related information for your Connected Accounts, locate ATMs, set automated alerts for certain events occurring with respect to your Connected Accounts, and set restrictions or limitations on certain transactions regarding your Connected Accounts.  Our Security Procedures may also require you to provide certain account information, login information, four (4) character Display Name, mobile authorization code or PIN numbers to access Mobile Banking Services, which you agree and understand shall remain confidential.  You understand and agree that we cannot control your physical environment to prevent interception of the contents of transmissions to and from your Compatible Device or Required Technology in connection with your use of Mobile Banking Services.

Bank may, in Bank’s sole and absolute discretion, allow one or more of you, the Master User, and Sub-Users to use third party technologies that allow access to and use of Online Banking Services using one or more fingerprints or other biometric identifiers or personal information stored in or transmitted to Bank by a Compatible Device.  You acknowledge that and agree to communicate to the Master User and all Sub-Users that (a) use of such third party technologies and any such storage of biometric identifiers or other personal information on a Compatible Device by an unauthorized Person may result in Unauthorized Use, (b) it is possible the third parties providing such technologies may permit their use to obtain access to and use other software applications or for other purposes in addition to Online Banking Services, and (c) that allowing any Person to use such technologies for such other purposes on a Compatible Device used for Online Banking Services may allow such Person to engage in Unauthorized Use.  In addition to any and all other Security Procedures required to be imposed by Customer, you shall establish and follow sufficient Security Procedures to maintain the security of any Compatible Device using such third party technology and shall not permit any unauthorized Person to (i) access or use such biometric identifiers or personal information or (ii) store such unauthorized Person’s biometric identifiers or personal information on or though such Compatible Device in a manner that may allow such unauthorized Person to engage in Unauthorized Use.  For clarity, Bank will never see your biometric identifiers, but please remember that any other user that has saved his or her biometric identifiers on your Compatible Device may be able to access your Online Banking Services account(s). Your use of biometric authentication is completely up to you.

You understand that if you fail to use adequate internal Security Procedures, as required by this Agreement, your use of a Compatible Device or other Required Technology may not be secure.  By accessing Online Banking Services through Mobile Banking Services, you assume any and all risk associated with your use of a Compatible Device or other Required Technology in connection with Online Banking Services, including but not limited to the risk of interception of the contents of your transmissions to and from our systems, the risk of unauthorized transactions appearing to be transmitted from an authorized Compatible Device, and the risk of an unauthorized Compatible Device imitating an authorized Compatible Device transmitting or receiving unauthorized information.

You understand and agree that for a Compatible Device or other Required Technology that you want to use with Mobile Banking Services, you must enable and use a key lock, passcode or other software locking process to restrict use of such Required Technology.  You understand and agree that each time you finish your use of Mobile Banking Services you are required to completely exit and terminate the software application or any other program you used to access Mobile Banking Services.  You also understand and agree that you are required to notify us immediately if a Compatible Device or other Required Technology used to access Mobile Banking Services is lost or stolen.  To the maximum extent permitted by Applicable Law, we will not be responsible for your failure to use any of the foregoing Security Procedures.

5.7.       P2P and Other Third Party Transfer Services.  We may allow you to send funds to third party recipients using Third Party Transfer Services including but not limited to Person-to-Person Transfer Services (P2P).  We may provide Third Party Transfer Services through a vendor.  You understand and agree that if we allow you to use Third Party Transfer Services, we may suspend, restrict, or cancel any Third Party Transfer Services if we reasonably suspect fraud, theft, Unauthorized Use, or for any other reason.  You will provide all of the required information for Third Party Transfer Services including the recipient’s name, email address, mobile telephone number, account numbers (including debit card account numbers), and such other information as we may require. Our app may request access to your device’s contacts to streamline interactions with friends and family who are also using our services. You assume full responsibility for the accuracy of all information provided to us.  You authorize us to disclose all information we may consider as necessary to complete transactions initiated through Third Party Transfer Services.  We may send emails or other notices and communications to the Persons including financial institutions who may be involved with respect to the use of Third Party Transfer Services.  You acknowledge and agree that any Person with access to the required transfer information provided to us, or any Compatible Device used in connection with Third Party Transfer Services will have full authority to use Third Party Transfer Services on your behalf, even if such Person is not intended by you to use Third Party Transfer Services.  We may impose limitations on the dollar amount, frequency, and other terms of Third Party Transfer Services from time to time.  We may also restrict the use of Third Party Transfer Services for certain purposes such as overdue or defaulted debts, court-ordered obligations including alimony or child support, gambling, and other uses.  You agree that we will not be responsible for ensuring any funds sent with Third Party Transfer Services are received or claimed by the intended recipient.  If any funds sent via Third Party Transfer Services are not claimed within any time period established by us from time to time, you agree that we may reverse such transfer and credit the applicable funds to the Connected Account from which such transfer was sent.  If we do so, we will not be liable for (i) any interest that may have accrued on such funds or (ii) Fees and Expenses charged with respect to any Connected Accounts, during the time such funds were unclaimed.

5.8.       Online Statement Services.  We may allow you to elect to receive periodic statements for your Connected Customer Accounts electronically through Online Banking Services.  You may make such election by logging into Online Banking Services, accessing the “Documents” section and then the “E-Statement” form, and following the instructions provided.

By initiating an electronic request through Online Banking Services for delivery of Online Statements, you (a) consent to receiving the electronic format of periodic statements and agree that we may stop delivering paper periodic statements by mail for the Customer Accounts indicated in your electronic request, (b) you agree that you are able to view and download Adobe PDF files, and (c) you are required to update and download any software updates or other Required Technology in connection with any upgrade or modification to the PDF file format.

For joint account holders, any consent or withdrawal of consent to receive Online Statements by any one of you will be effective for all of you. By initiating a request to receive Online Statements you also agree to electronically receive any communication normally provided in the periodic statements, including contract change in terms, our Customer Information Privacy Notice, and other notices that may be required by Applicable Law.

If you have “Combined Statement” accounts, then you have chosen to receive the transaction detail for those accounts on one “Full Activity” periodic statement. If you want to receive Online Statements for any account that appears in a Full Activity periodic statement, you must first select a lead account and agree to receive the Online Statement not only for the lead account you have selected, but also for all accounts that appear in the Full Activity periodic statement.  If, in the future, the lead account you have selected is closed (for any reason) and subsequently removed from Online Banking Services, you will  be able to access Online Statements for only two years from the date of the last online statement for the lead account and any other accounts listed in a Full Activity periodic statement..  If you desire not to receive Online Statements for all accounts listed in a Full Activity periodic statement you must contact us to request that an account be removed from the Full Activity periodic statement, and after we have processed your request in our ordinary course of business, you will receive a separate periodic statement for each of the removed accounts.   In addition, by withdrawing your consent to receive Online Statements for any account that appears in a Full Activity periodic statement, you will also withdraw your consent and remove all of the Combined Statement accounts that appear in the “Full Activity” periodic statement from the Online Statements service   If, in the future, you link additional accounts to the Full Activity periodic statement, then your consent to receive Online Statements acts as your consent to receive Online Statements for those additional Combined Statement accounts as well. If you choose to stop receiving Online Statements for a period of time (for any reason), you will no longer have the ability to access the electronic statements during that period of time you are no longer enrolled.  Even if the account is re-enrolled into Online Statement Services, you will not have access to Online Statements during that have occurred during that laps of time.

If you receive Online Statements for a Full Activity periodic statement and later remove an account from appearing in the Full Activity periodic statement, your consent to receive Online Statements for the Full Activity periodic statement is also your consent to receive Online Statements for any account subsequently removed from the Full Activity periodic statement.

If you open a new account after the date you elected to consent to receive any Online Statements, we will automatically set that account up for the Online Statements service unless you instruct us otherwise by sending us a secure message through the “Messages” feature of Online Banking Services, or by calling us toll free at the number listed in the Section titled “Notice”.  When you add accounts to a Full Activity periodic statement, you may have chosen to display summary balance information for certain other stand-alone accounts in the Full Activity periodic statement. Unless you have consented to receive Online Statements for such stand-alone accounts, you will continue to receive a separate periodic paper statement explaining the transaction detail for those accounts.  If you have chosen to electronically receive a Full Activity periodic statement that previously displayed summary balance information for stand-alone accounts, then your Online Statements will contain such summary balance information. If you choose to withdraw your consent and stop receiving Online Statements for the Full Activity periodic statement, then you will no longer receive that summary balance information via Online Statements.

For stand-alone accounts, you may currently receive a periodic paper statement with transaction detail for that statement period only for that account. You may enroll to receive an Online Statement in lieu of your paper periodic statement for a stand-alone account if the account is a personal checking, savings, or money market account with us, and you consent to receive Online Statements for that account.

If you have consented to receive Online Statements, you must access Online Banking Services through the Web Site to get your Online Statements.  You may receive notification via email that one of your accounts has a new statement available for viewing.

If you consent to the delivery of Online Statements for an account, we will no longer provide you with periodic paper statements for that account. You shall obtain paper copies of all your Online Statements by printing them yourself from the Web Site or by saving a copy to your Compatible Device and printing later. You may also request a copy from us by calling us at the toll free number listed in the Section titled “Notice”, but you may be charged a fee when we mail you a copy of your periodic statement.

You may withdraw your consent to receive Online Statements at any time by changing your Online Statement preferences through the “E-Statements” feature of Online Banking Services.  You may also send us a message through our Online Banking system by accessing the “Messages” feature, or by calling us toll free at the number listed in the Section titled “Notice”.  Also, if this Agreement is terminated or we deactivate the Master User’s login account (for any reason), we will begin sending you paper periodic statements beginning in the month following the month of termination or deactivation.

If your email address changes, you must contact us and provide us with your updated email address. You may update your email address online by accessing the “Profile” link through Online Banking Services.  You may also update your email address by calling us at the toll free number listed in the Section titled “Notice”.  To the extent provided by Applicable Law, you agree that if we send an email message to you regarding any electronic communication, notice, disclosure, periodic statement or other electronic information or documentation to the email address you have provided us and such email message is returned as undeliverable, (i) we shall be deemed to have provided such electronic communication, notice, disclosure, periodic statement or other electronic information or documentation to you, and (ii) we may terminate or suspend this Agreement immediately in our sole and absolute discretion.

If you want to receive Online Statements again after you have withdrawn your consent for Online Statements, you must complete the consent process again and reconfirm your ability to access Online Statements through Online Banking Services.

5.9.       ACH Transfer Services; Services Involving ACH Transactions; ACH Agreement.  Your transfers and payments to external accounts outside the Bank and certain other Online Banking Services may be completed by ACH entries.  You understand and agree that you are prohibited from using Online Banking Services to initiate a payment from an external account outside Bank to a Connected Account unless you own or have unlimited transfer and withdrawal authority with respect to such external account.  You agree to be bound by the ACH Rules and the ACH Agreement with respect to all such transfers and payments.    The ACH agreement is incorporated into this Agreement as if set forth herein word-for-word.  In the event of an irreconcilable conflict between the provisions of this Agreement and the provisions of the ACH Agreement with respect to any ACH transaction or services provided in connection with any such transaction, the provisions of the ACH Agreement shall control; provided that the provisions of this Agreement regarding Unauthorized Use shall govern over any conflicting provisions of the ACH Agreement.

You will be considered the originator of your ACH entries under the ACH Rules. You agree not to initiate ACH entries that violate Applicable Law or the ACH Rules, including but not limited to sanctions enforced by the Office of Foreign Assets Control (OFAC). It is your responsibility to obtain information regarding OFAC enforced sanctions. You may obtain further information from the OFAC Compliance Hotline at (800)540-OFAC.  Except for the entries we create to carry out your transfer and payment requests, this Agreement does not allow you originate any other types of ACH entries.  We may terminate or suspend this Agreement immediately if we believe you have breached the ACH Rules or the ACH Agreement.  You agree that we may audit your compliance with this Agreement, the ACH Rules, the ACH Agreement, and any other agreement between you and us, as requested from time to time.  The scope, outline and scheduling for such audit will be in accordance with our audit policy as amended from time to time or as otherwise determined by us. You shall provide such records, documentation, and information and shall cooperate with such audit as requested by us. By initiating a funds transfer through Online Banking Services, you certify that such transfer complies in all respects with Applicable Law, the ACH Rules, and the ACH Agreement.

5.10.     Wire Transfer Services.  This Section shall not apply to Consumer Accounts.  We may allow you to make wire transfers through Online Banking Services during the Term.  We send outgoing and receive incoming wire transfers through the Arkansas Bankers’ Bank or other third party financial institutions, as selected by us from time to time.  All wire transfers made pursuant to this Agreement are governed by this Agreement, Subpart B of Regulation J of the Federal Reserve Board, and all other Applicable Law.  You shall designate to us in the form required by us those Users authorized to instruct us regarding wire transfers including without limitation, Users authorized to initiate wire transfer requests and select advice methods, confirmation methods, and any or all authorizations and instructions that may be requested by us.  We may rely on any such authorization until it has been revoked by you in writing or through Online Banking Services.  We shall have a reasonable time to process any revocation received pursuant to this Section.

We may use means and routes for wire transfers that we deem suitable for each outgoing wire transfer in our sole and absolute discretion.  We shall establish from time to time a specific time of day after which we will not accept an incoming wire transfer request to be processed on the day of receipt.  Wire transfer requests received after our established deadline or on any non-Business Day, including any Saturday, Sunday, holiday or any day that Bank’s wire department is not open will be considered received on the next Business Day.

You shall supply to us any information we may reasonably request regarding any wire transfer request initiated by you, including, without limitation, money amounts, affected accounts, dates of transfer, the beneficiary’s name and account number, the name and routing number of the beneficiary’s financial institution, such additional information as we may reasonably request and, if necessary, further evidence of any Master User’s or Sub-User’s authority to transfer funds or to do any other act contemplated by this Agreement.  The order in which we process wire transfer requests is determined solely by us in our sole and absolute discretion.  In addition to any other reasons contained in this Agreement, we may reject a wire transfer request from you for any reason, in our discretion, including if we are unable to obtain confirmation of such wire transfer request satisfactory to us.  We may notify you by phone call or email in the event we reject a wire transfer request.  We may also reject an incoming wire transfer if we have reasonable grounds to do so.

 The Master User shall designate Users authorized to confirm wire transfer requests.  The Master User may add, change or delete the Users appointed under this Section by written notice or through Online Banking Services.  We advise you not to waive confirmation.  If you, however, choose to waive confirmation, you shall be liable for all outgoing wire transfer requests. You acknowledge that not using confirmation procedures substantially increases your risk of liability for an unauthorized wire transfer.

You will select the method or type of advice you wish to receive after we send an outgoing wire transfer or receive an incoming wire transfer.  If you select telephonic advices, you shall designate one or more Users to be contacted and telephone numbers to be used for advice purposes.  We shall not be required to make more than one (1) attempt to reach your designated location by telephone.  If we are able to reach your designated location, but not a User so designated by you, we may leave a message containing the information to be conveyed.  If you select advices by facsimile or email, you shall exercise extreme care in maintaining your own security in the receipt of facsimile advices.  You acknowledge that the information to be received by facsimile or email may include confidential information, including, without limitation, names, amounts, telephone numbers, and email addresses.  You shall establish and maintain appropriate Security Procedures to protect such confidential information.  You may waive your right to receive advices.

Wire transfers across country borders are customarily processed by us through a correspondent.  Any and all fees, commissions, or charges assessed by the correspondent shall be passed on to you.  Payment to a foreign country is subject to the laws of the foreign country involved.  We assume no liability for delays, non-delivery or other events resulting from causes beyond our control.  In refunding unexecuted payment orders, our liability to you shall be limited to the extent we receive payment from the correspondent financial institution processing the transfer.  Cancellation of a transfer involving other than domestic currency is subject to any rate exchange loss as determined by us.  You shall sell any canceled payment order to us at the then current applicable foreign currency buy rate.

5.11.     Bill Pay Services.  During the Term, we may allow you to pay bills by electronic transfer or check to any Person whom we approve and you designate as a payee in any bill payment request sent through Online Banking Services.  You may access our Bill Pay Services after logging into Online Banking Services by clicking on the Bill Payment link on the left side of the screen or through a Compatible Device through a software application that we may make available to you in our sole discretion.  You will then be directed to the web site of our third party bill payment provider.  You will establish your list of payees by following the on-screen instructions and help features and instructions on the provider’s web site.  You may add a new fixed or recurring payment for any payee but only if the payee is on your authorized list of payees and has been approved by us. If the payee is not able to receive electronic payments, a paper check may be generated for payment. The check will carry your account number and will clear directly through the Customer Account you designate. A unique check number will appear on your statement for easy recognition and later viewing. We reserve the right to refuse the designation of a payee for any reason. We are not responsible if a bill payment request cannot be made due to incomplete, incorrect, or outdated information provided by you regarding a payee or if you attempt to pay a payee that is not on your authorized payee list.

We will process variable payments so that the payment is received on the Business Day you or the payee’s statement designates as the due date, as applicable; provided the payment request is received prior to the applicable cut-off time.  The current cut-off time set by us is 3 p.m. Central Time. Variable bill requests received after the cut-off time, or at any time on a non-Business Day may be processed on the prior Business Day. We reserve our right to change the cut-off time by giving you notice of the new cut-off time. FOR RECURRING PAYMENT REQUESTS, IF YOU DESIGNATE A PAYMENT DATE OF THE 28TH THROUGH THE 31ST OF A MONTH, THE PAYMENT WILL ALWAYS BE SCHEDULED TO ARRIVE ON THE CALENDAR DAY YOU SELECTED UNLESS THAT MONTH DOES NOT HAVE THE SAME NUMBER OF DAYS IN IT.  THEN IT WILL BE SCHEDULED TO ARRIVE ON THE FIRST DAY OF THE FOLLOWING MONTH.  Recurring payments will be processed and applied on the payment dates you have designated, unless such payment date falls on a non-Business Day resulting in your payment being processed to arrive on the prior Business Day. BASED ON THE LOCATION AND MANNER IN WHICH PAYMENT IS TO BE SENT, YOU MUST INITIATE YOUR BILL PAYMENT REQUESTS A REASONABLE AMOUNT OF TIME PRIOR TO THE ACTUAL DUE DATE TO PROVIDE ENOUGH TIME FOR YOUR PAYMENT TO REACH THE PAYEE PRIOR TO THE ACTUAL DUE DATE.   SUCH REASONABLE TIME SHALL NOT BE LESS THAN (A) FIVE (5) BUSINESS DAYS FOR EACH PAPER BILL PAYMENT (RECURRING OR VARIABLE) OR (B) THREE (3) DAYS FOR EACH ELECTRONIC PAYMENT. IT IS YOUR RESPONSIBILITY TO SCHEDULE/ACTIVATE PAYMENTS SUFFICIENTLY IN ADVANCE OF THE ACTUAL PAYMENT DATE, WHETHER RECURRING OR ONE-TIME PAYMENTS.  WE WILL USE REASONABLE EFFORTS TO PROCESS YOUR BILL PAY REQUESTS MADE THROUGH OUR BILL PAY SERVICES, BUT WE ARE NOT RESPONSIBLE FOR LATE PAYMENTS WHEN YOU FAIL TO TIMELY INITIATE PAYMENTS SUFFICIENTLY IN ADVANCE OF THE ACTUAL PAYMENT DATE AND WE DO NOT OTHERWISE GUARANTEE THE TIMING OF BILL PAY REQUEST OR THE DATE ON WHICH THE PAYEE WILL RECEIVE OR POST A PAYMENT FROM YOU.  Due to circumstances beyond our control, some payees take longer to post payments than others. We may send out your first payment up to eight (8) Business Days in advance of the payment date, and thus the amount of your check or electronic draft will be deducted from your Connected Account sooner than a payment/payee relationship that has already been established. After your first payment has posted, you will have a better understanding of how much time to allow for each payee. You must select a payment date that is at least three (3) Business Days before the actual due date reflected on your payee statement. If your actual due date falls on a non-Business Day you must select a payment date that is at least one Business Day before the actual due date. Payment dates should be prior to any late date or grace period. When you have scheduled a payment, you authorize us to debit your Connected Account and remit funds on your behalf. You certify that your Connected Account is an account from which you are authorized to make payments and any payment you make will be debited from your Connected Account. You also authorize the credit of returned payments from payees using the Bill Pay Service. We will incur no liability if we are unable to complete any payments initiated because of any of the following: (a) you have not provided us with the correct payment account information, or the correct name, address, telephone number, or account information for the payee upon initiation of the payment;  (b) circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force) prevent us from properly executing the transaction; (c) the payment-processing center is not functioning properly; or (d) the payee does not accept or returns the payment for any reason.

You agree to have available funds on deposit in the applicable Connected Account you designate in amounts sufficient to pay for all bill payment requests, as well as, any other payment obligations you have to us. We reserve the right, without liability, to (a) reject or reverse a bill payment request or (b) suspend your use of the Bill Payment Services, if you fail to comply with this requirement or any other terms or conditions of this Agreement. If you do not have sufficient funds in the funding Connected Account and we have not exercised our right to reverse or reject a bill payment request, you agree to pay for such payment obligations on demand. You further agree that we, at our sole option, may charge any of your accounts with us to cover such payment obligations.  We reserve the right to select the method in which to remit funds through the Bill Pay Service on your behalf to your payee. Any bill payment request may be changed or canceled provided the change or request is made through the Bill Pay Service in sufficient time and consistent with our policies with respect to the method of bill payment.  Additionally, payments cannot be made to any person or entity outside of the United States or one of its territories. .

You must have enough available money or credit in any account from which you instruct us to make a bill payment request. All bill payment requests must be in U.S. Dollars.  For security reasons, we may implement limits on the number or amount of bill payment requests you can make using our Bill Pay Services. In addition, a single bill payment request cannot exceed $10,000.00 and the collective total for one (1) Business Day cannot exceed $20,000.00.  If you desire to make a transaction in excess of such limits, after receiving a written request from you, we may, in our sole and absolute discretion, modify such limits.

By using Bill Pay Services, you understand that we and/or the United States Postal Service may return payments for various reasons, such as, but not limited to, an incorrect address being provided, the account number is not valid; the Bill Pay Service is unable to locate the account; or payee account is paid in full.

By using Bill Pay Services, you acknowledge and agree that (a) Stop Payment Services are not intended to be used for and shall not be used for the cancellation of payments processed or to be processed through Bill Pay Services and (b) Bill Pay Services are not intended to be used for and shall not be used for the initiation of payments subject to a previous stop payment request.  You also agree that in no event shall you initiate through Bill Pay Services any payment of any item for which you have previously initiated a stop payment request through Stop Payment Services.  In the event a payment request is initiated through Bill Pay Services, such payment is not cancelled through Bill Pay Services within the required timeframe, and such item is paid by us, we shall have no liability for such payment notwithstanding any stop payment request initiated prior to payment of such item, and you hereby authorize us to collect from any Customer Account, the amount of any such items paid.

5.12.     Remote Deposit Capture Services.  We may provide Remote Deposit Capture Services to you during the Term through your access to the Online Banking Services.  Remote Deposit Capture Services may be designated by us on the Web Site or in other communications or services as “Mobile Deposit” or “Mobile Deposit” services.  We may establish certain criteria that customers are required to meet prior to being permitted to use Remote Deposit Capture Services, and we reserve the right to prohibit any Person from using Remote Deposit Capture Services in our sole and absolute discretion.  As used in this Section, “Files” means electronic image(s) and data files regarding checks to be deposited, which image(s) and data files are submitted by you to us in connection with the Remote Deposit Capture Services.

Through our Remote Deposit Capture Services, we may allow you to transmit Files to us for us to process for payment through the Federal Reserve System or other clearing networks and depositing into a Customer Account or, if we allow in our sole and absolute discretion, an account other than a Customer Account.  We may prepare image replacement documents to facilitate the deposit and collection of items.  You will be responsible for the accurate scanning of checks and for successfully transmitting accurate, complete, balanced, and readable Files to us. All checks deposited using Mobile Deposit must be endorsed as: “For mobile deposit at Signature Bank of Arkansas only,” followed by your full written signature.  You will be required to create Files using a TWAIN compliant scanner or other Required Technology, as we determine from time to time.

You shall cause the image quality of each File provided by you to satisfy the requirements of Applicable Law.  You shall cause each check to be properly endorsed by all required Persons prior to conversion of the check into a File.  You shall place an “electronically presented” legend and such other information required by us on the rear of each check immediately after each check shall be scanned.  See the Section titled “Mobile Banking Services” for endorsement requirements regarding the Mobile Remote Deposit Capture (mRDC) functionality with respect to certain Signature2Go Mobility Apps.  You shall ensure that the Files accurately represent all of the information on the front and back of checks, including all endorsements.  You shall not transmit Files to us that contain information which duplicates information you previously provided to us or that contains information with respect to checks that you have previously transferred to, deposited with, or attempted to clear through a third party.  You shall not transfer to, deposit with, or attempt to clear through a third party or otherwise directly or indirectly ask any third party to make payment based on, the checks reflected in the Files transmitted to us.  You shall retain each check which has been converted to a File in a safe and secure location for such time as you deem necessary and advisable, but in no event less than sixty (60) days after such check has been processed by us.  You shall thereafter destroy the original checks using commercially reasonable methods (unless doing so would be a violation of Applicable Law).  You shall promptly provide any retained check (or, if the check has been destroyed, a sufficient copy of the front and back of such check) to us as requested to aid in the clearing and collection process, to resolve claims or other disputes regarding any check, and to facilitate investigations related to unusual transactions or poor quality Files.  You will be solely responsible for any liability resulting from further negotiation or transfer of any checks for which a File has been submitted to us.  All Files transmitted by you to us shall be the result of bona fide transactions with non-affiliated third parties and no such Files shall be directly or indirectly, for the benefit of any third party.  You shall not transmit Files that represent non-cash items.  You shall transmit Files that represent items drawn only on U.S. banks.  You must complete transmission of Files to us prior to 5:00 p.m. Fayetteville, Arkansas time, in order for such transactions to be processed on the same day.  We reserve the right to reject any File for any reason.  All files submitted to us shall be subject to our verification and final inspection and may be rejected by us in our sole discretion without liability.  We are not obligated to detect any errors by you and, except as expressly provided otherwise, are not liable for errors in providing Remote Deposit Capture Services.  We will give you notice of any rejected or returned File.  We are authorized to debit or credit the applicable Customer Account for Files that are returned to us.  We have no obligation to pay you interest on the amount of any returned File debited from the Customer Account.  A File shall not be received by us until shown as a deposit into the applicable Customer Account according to our records.

A deposit using Remote Deposit Capture Services may be accepted by us only upon the satisfaction of the following:  (a) preliminary verification by us, in our sole and absolute discretion, that the image quality of the File is acceptable to us and all item information is complete; (b) we have successfully performed all further validation routines regarding the deposit as deemed necessary by us in our sole and absolute discretion; (c) the daily dollar limit established by us, if any, has not been exceeded; (d) we have received the File on a Business Day; and (e) all other requirements of Bank, including but not limited to those regarding Security Procedures and Required Technology have been satisfied.  In the event we allow you to use Remote Deposit Capture Services to make a deposit into an account other than a Customer Account, any and all items to be deposited through Remote Deposit Capture Services must have been made initially payable to Customer in connection with a bona fide transaction through which Customer receives a material benefit other than consideration for the use of Remote Deposit Capture Services.  By submitting any File for deposit through Remote Deposit Capture Services, in addition to any and all other representations and warranties made in connection with such File and the underlying item (whether pursuant to Applicable Law or otherwise), you represent and warrant that you and any and all agents and employees acting on your behalf in any way with respect to such File and item are fully authorized to process such File and item using Remote Deposit Capture Services and to cause a deposit to be made to the applicable account.  The foregoing notwithstanding, any item may be rejected by us in our sole and absolute discretion without liability.

We will use commercially reasonable efforts to process and present items for payment within a reasonable period of time after our receipt of a File submitted using Remote Deposit Capture Services.  Any transmission of Files by you to us which is not received by us prior to 5:00 p.m. Fayetteville, Arkansas time, may not be processed on the same day.

We may at any time establish daily dollar limits applicable to items submitted to us through Remote Deposit Capture Services.  Any such limits may be increased or decreased from time to time by us upon notice to you.  We shall have the right from time to time to conduct periodic audits of your use of Remote Deposit Capture Services, the processes relating thereto, and our internal Remote Deposit Capture Services policies and procedures, including but not limited to Required Technology, Security Procedures, and document retention requirements.  You agree to cooperate with us and to provide all relevant information requested by us in connection therewith.

We shall have the right to implement, and to revise from time to time, such further internal controls and polices regarding Remote Deposit Capture Services as determined by us in our sole and absolute discretion.  You hereby agree to be subject to and comply with any such internal controls and policies upon receipt of notice thereof from us.

You understand and agree that substitute checks will be the legal equivalent of the original checks for all purposes as provided in the federal Check Clearing for the 21st Century Act.  Pursuant to such Act, we will be deemed to make certain warranties and will have certain indemnity responsibilities to third parties with respect to Files.  To the extent that we shall be required to pay any warranty or other claim or indemnify any third party in respect of Files, you shall reimburse us upon demand.  Our right of reimbursement shall be absolute and unconditional, shall survive any termination of our relationship with you, and shall not, for any reason whatsoever, be subject to any reduction, setoff, defense, counterclaim, deferment or right of recoupment.

5.13.     FinacialVue Services.  We may provide you access to FinacialVue Services during the Term.  FFinacialVue  Services may allow you to view financial information in your various loan, deposit, investment, and other financial accounts held with us, other financial institutions, or other Persons.  FinacialVue Services are provided in the form of a hyperlink to a third party vendor.  By accessing such hyperlink, you are requesting that we and such third party vendor provide the FinacialVue Services, and you represent, warrant, and covenant that we are not endorsing, warranting, or guaranteeing any web site, information, or products offered or provided by such third party vendor.  The information provided to you through FinacialVue Services is solely for informational purposes.  To obtain information for your various loan, deposit, investment, and other financial accounts through FinacialVue Services, you may be required to provide such third party vendor with login, password, financial information, or other confidential information.  By using FinacialVue Services you hereby consent to the use and disclosure of such information for the purposes of providing the FinacialVue  Services.  We cannot control and are not responsible for the use and storage of such information by such third party vendor.

By using the FINANCIALVUE  Services you agree to indemnify and hold us harmless from and against any liability in connection with your use of FINANCIALVUE  Services, including but not limited to the processing, STORAGE, and displaying of any financial or other confidential information by any third party vendor.

To the extent this Section or our allowing you access to the FinancialVue Services in any way conflicts with our privacy policy, you hereby expressly authorize us and such third party vendor to use, access, display, and disclose any and all financial and other confidential information provided by you as necessary to provide the FinancialVue Services. We are not responsible for the acts or omissions of any third party vendor. By using FinancialVue Services, you represent, warrant, and covenant that you have received from us or such third party vendor, all necessary disclosures and policies regarding use of FinancialVue Services and the use, displaying, and disclosure of your financial and other confidential information in connection therewith, including but not limited to the following documents:  (a) Signature FinancialVue Security:  What You Need to Know; (b) Signature FinancialVue Disclaimer; and (c) Signature FinancialVue– Privacy Policy.  You understand and agree that you shall be required to comply with any and all disclaimers and policies regarding FinancialVue Services, whether made available to you by us, such third party vendor, or otherwise.  We will not be responsible for your use, downloading, transmitting, or storage of any information provided through FinancialVue Services, including but not limited to your downloading such information for use with any third party software program such as Quicken®, Microsoft Money®, or other financial software.

5.14.     Credit Card Services.  This Section applies to Customers who have a Signature Bank VISA Card.  We may provide you with Credit Card Services regarding your Signature Bank VISA Card during the Term.  Through Credit Card Services, you may be able to access information and make payments regarding your Signature Bank VISA Card.  Credit Card Services are provided through a hyperlink to a third party vendor.  Your use of Credit Card Services is subject to the cardmember agreement between you and us with respect to your Signature Bank VISA Card, and such cardmember agreement is incorporated into this Agreement as if set forth herein word-for-word.  By using Credit Card Services, you represent, warrant, and covenant that you have received and reviewed all necessary disclosures and policies regarding (a) your Signature Bank VISA Card as contained in the cardmember agreement and (b) the use, displaying, and disclosure of your financial and other confidential information in connection therewith.  You understand and agree that you shall be required to comply with any and all such disclaimers and policies, whether made available to you by us, such third party vendor, or otherwise.  We will not be responsible for your downloading, transmitting, or storage of any information provided through Credit Card, including but not limited to your downloading such information for use with any third party software program such as Quicken®, Microsoft Money®, or other financial software.

5.15.     Business Transfer Authorization Services.  This Section applies to transactions regarding Business Accounts.  We may provide Business Transfer Authorization Services during the Term in connection with certain transactions made regarding a Business Account.  Through our Business Transfer Authorization Services, we may allow the Master User to specify one or more individuals who are required to approve certain transactions through Online Banking Services regarding a Business Account.  The Master User may also set per-transaction and per-day limits on the amounts of transactions that the authorizing individual may approve.  The Master User’s designation of an authorizing individual will require certain identifying and other information regarding such authorizing individual, which may include without limitation, name, address, telephone number, and email address.  In addition, designation of an authorizing individual may require assignment of a mobile authorization code to such authorizing individual.

After proper designation of all authorizing individuals, such authorizing individuals will receive a notice from us in the event a transaction is initiated that requires their approval.  Such notice may be sent via email, text message, phone call, or other means we allow.  In order to approve such transactions, the authorizing individual will be required to comply with certain Security Procedures required by us, which may include, without limitation, submitting a mobile authorization code, password, or passcode to us with a Compatible Device or other Required Technology.  You understand and agree that, as with other Security Procedures, anyone with access to any of the Security Procedures issued to authorizing individuals will be able to approve transactions that would otherwise be subject to approval by an authorizing individual.

We cannot control and will not be responsible FOR, and you agree to indemnify and hold us harmless from, any liability relating to any failure BY YOU, the master user, any sub-user, and any other person to (a) maintain the security of and comply with Security Procedures or (b) maintain the physical security of the systems used by authorizing individuals to approve business transactions.

5.16.     NuFund Online Account Opening Services.  We may provide Online Account Opening Services during the Term.  Through our Online Account Opening Services, we may allow you to submit an application to open a demand deposit, time deposit, savings, or money market account with us.  By submitting an application through our Online Account Opening Services, you agree that you have received, read, understand, and agree to be bound by the E-Sign and E-Notice Consent for Online Account Opening Services. All applications submitted through our Online Account Opening Services are subject to our internal practices and procedures for reviewing account applications and opening accounts, including but not limited to identity verification.  We may modify such practices and procedures from time to time in our sole and absolute discretion.  When you apply to open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We will also ask for information from your driver’s license or state-issued identification.  We may also ask to see your driver’s license or other identifying documents that will allow us to identify you.  During the application process, we may verify your identity using commercially available databases containing information from public records, other financial institutions and credit reporting agencies.  You understand that by submitting any application to open an account through Online Account Opening Services, you are providing written instructions to us under the Fair Credit Reporting Act and other Applicable Law to obtain information from your credit profile (commonly referred to as a consumer report or credit report) from a consumer or credit reporting agency. In addition, you authorize us to obtain additional information from your credit report at any time during the course of any account relationship with us as deemed necessary by us in our sole and absolute discretion.  You understand and agree that we may use information obtained from your credit or consumer report in connection with the account applied for and any products or services we may offer in connection with such account.  After obtaining and reviewing your application and any other information submitted to us, we may request additional information from you.  In order for us to consider your application, you agree to provide any and all information requested by us.  If you fail to provide any requested information, we may reject your application.

After submitting an application to us through Online Account Opening Services, we will review your application and determine whether to approve or reject your application.  At such time as we have made a determination regarding your application, we will notify you.  While we will endeavor to process your application and notify you of our determination in the ordinary course of our business, we make no representation, warranty, or guarantee that your application will be processed, approved, or rejected in any specific time period.  Notwithstanding the existence of any other accounts you have with us, we make no representation or warranty whatsoever that any account application will be approved.  If you have any questions regarding any application submitted to us, please contact us by one of the methods set forth in the Section titled “Notice”.

If we approve your application, we may require you to immediately fund the new account.  In accordance with our internal practices and procedures and to the extent permitted by Applicable Law, we may set restrictions or limitations on any account opened in connection with our Online Account Opening Services, including but not limited to per-transaction and per-day limits on the amounts of transactions that may be made regarding such account.  We may deem any account opened in connection with Online Account Opening Services to be a Connected Account  Notwithstanding any other provision of this Agreement, we reserve the right (a) to discontinue Online Account Opening Services at any time for any or no reason; (b) to modify the types of accounts for which we accept applications through Online Account Opening Services; (c) to the extent permitted by Applicable Law, to reject any application submitted through Online Account Opening Services for any or no reason; (d) to require you to make your application in person at one of our branch locations; and (e) to require you to meet with us in person to provide additional information regarding your application, to sign applicable account agreements and signature cards, or for other purposes.

5.17.     P2P Services.  Reserved.

6.       Individual Agreement for Online Banking Services. We do not have joint agreements for our Online Banking Services. If you are an individual or sole proprietor, you are the only customer under this Agreement. However, any of the accounts to which you have access through our Online Banking Services may be jointly owned with, or joint obligations with, others. If joint account owners or authorized individuals each obtain our Online Banking Services—meaning that each of owner or authorized individual will have separate access codes—this will be identified as two separate agreements for Online Banking Services.

7.       Term. This Agreement, as amended from time to time, will stay in effect until it is amended or terminated. Either Party may terminate this Agreement by providing written notice thereof to the other Party.  We will ordinarily send you notice of any termination, but we are not required to do so unless Applicable Law requires such notice. Once we terminate this Agreement, no further or pending transfers will be made, including but not limited to any transfers scheduled in advance or any preauthorized recurring transfers. We may routinely terminate Online Banking Services for customers that have not used the service for 365 days.  Termination shall be effective as to prospective transactions only, and shall not alter the rights of the Parties as to transactions prior to the effective date of termination.  In the event we terminate this Agreement, we shall have no responsibility to complete any previously initiated transfers.  However, in our discretion, scheduled or recurring payments may continue unless such payments are specifically terminated not later than one business day before the date of such payments.  You may terminate this Agreement at any time by notifying us in writing.  However, in the event you terminate this Agreement, any instructions from you to make transfers will continue in effect until we have received your written notice of termination and have had a reasonable opportunity to act upon it. Once we have acted upon your notice, no further or pending transfers will be made, including but not limited to any transfers scheduled in advance or any preauthorized recurring transfers.

8.       Fees and Expenses. You are required to pay us for any and all Fees and Expenses incurred in connection with Online Banking Services.  Fees and Expenses will be charged to you or any of your Customer Accounts in accordance with the fee schedule established by us, as amended from time to time and published on the Web Site or sent to you otherwise.  Fees and Expenses are payable monthly, and you hereby authorize us to withdraw the Fees and Expenses from any Customer Account.  Fees and Expenses do not include applicable taxes, if any, which are your responsibility.  In the event of an overdraft in any Customer Account, you are required to pay the overdraft and any Fees and Expenses relating to such overdraft within two (2) Business Days after being notified of such overdraft.

9.       Connected Accounts and Periodic Statements. We will tell you which types of Customer Accounts qualify for our Online Banking Services.  We may reject or disqualify any account from use with Online Banking Services in our sole and absolute discretion.  Our records must reflect that you are a named owner of or an individual with unlimited authority to make deposits, withdrawals, and transfers regarding the account for it to qualify. The use of Online Banking Services in connection with any account requiring more than one signature for withdrawal, draw or transfer of funds will be subject to additional restrictions or limitations established by us from time to time in our sole and absolute discretion. You agree to provide us with any authority we require before we permit access to any qualifying account.  You are required to maintain at least one Connected Account to use Online Banking Services.  In the event you desire that a Connected Account no longer be used in connection with Online Banking Services, you must promptly notify us and request such Connected Account be un-Connected.  We will process your request in the ordinary course of business.  All checks and other cash items processed by us pursuant to this Agreement and the Connected Accounts.  The periodic statement(s) issued by us or otherwise made available to you for the Connected Accounts will reflect entries credited and debited to the Connected Accounts.  In the event you believe there is a discrepancy or error in the information in any periodic statement, you should notify us within the time period set forth in the account agreement between you and us with respect to the applicable Connected Account.  If you fail to notify us regarding a discrepancy or error within the applicable time period, our liability with respect to any such discrepancy or error may be reduced or discharged in accordance with Applicable Law.  Please note your liability regarding review of periodic statements may be different under the Electronic Funds Transfer Act and related federal regulations if the applicable Connected Account is a Consumer Account.  See the Section titled “In Case of Errors or Questions about Transactions Involving Consumer Accounts” for additional provisions regarding Consumer Accounts.  You are solely responsible for monitoring the Connected Accounts.  Any account or other agreement between you and us regarding the Connected Accounts is hereby incorporated into this Agreement.  You agree to inspect all entries received or initiated through Online Banking Services, and to notify us promptly of any errors.

10.       Master User and Sub-Users. You must designate one (1) Master User who is at least fourteen (14) years old and meets any and all other requirements established by Bank from time to time; provided in no event may you designate a Master User who is less than the age of majority in their U.S. state of residence until such time as you have executed and delivered an indemnity agreement regarding the use and access of banking services by such Master User in a form satisfactory to Bank in the sole and absolute discretion of Bank (a “Minor Indemnity Agreement”).  We may require such designation to be in writing.  Your designation of the Master User may be amended or revoked from time to time by sending written notice to us at least seven (7) days prior to the effective date of any such amendment or revocation.  The Master User shall be authorized to act on behalf of you with regard to the Web Site and Online Banking Services.  The Master User may designate individuals as Sub-Users if such individuals are over the age of fourteen (14) years old; provided in no event may you or the Master User designate any Sub-User who is less than eighteen (18) years old until such time as you and the Master User have executed and delivered a Minor Indemnity Agreement regarding such Sub-User.  Bank may require you and the Master User to come to a business location of Bank to execute and deliver any required Minor Indemnity Agreements.  In the event the Master User is less than eighteen (18) years of age, Bank may, in its sole and absolute discretion, restrict or prohibit such Master User from designating individuals as Sub-Users.  In no event shall any failure by you or the Master User to execute and deliver a Minor Indemnity Agreement in any way reduce, impair, or discharge any liability or obligation you have under this Agreement for the use of Online Banking Services by Sub-Users or otherwise.  You and the Master User will be responsible for establishing adequate internal Security Procedures relating to your use of the Web Site and Online Banking Services, accepting delivery of software, system-wide configuration of bank accounts, establishing levels of authority of Sub-Users, and establishing and distributing Security Procedures.  You will be bound by and responsible for the actions of the Master User and all Sub-Users with respect to the Web Site and Online Banking Services.  The Master User will also be responsible for all use of Online Banking Services by Sub-Users.  You agree that the authority given to a Sub-User by designation of such Sub-User by the Master User will supersede any conflicting provision in any agreement between you and us to the extent such provision would limit or restrict the authority given to such Sub-User by the Master-User.  We may allow you to designate Sub-Users and the access level of such Sub-Users by executing and delivering to us an Online Banking Permissions Agreement or other document.  The provisions of such Online Banking Permissions Agreement or other document shall be in addition to the provisions of this Agreement, but in the event of an irreconcilable conflict between the provisions of this Agreement and any such Online Banking Permission Agreement or other document, the provisions of this Agreement shall control in all respects.

You hereby represent, warrant, and covenant, as of the date of this Agreement and upon designation of each Sub-User, that (a) you have investigated any and all Sub-Users as much as you deem necessary, and you have made an informed decision to designate such Sub-Users; (b) all Sub-Users are able to properly use any and all Security Procedures, the Web Site, and Online Banking Services; (c) Bank shall have no liability for or responsibility with respect to your selection of any Master User or Sub-User; and (d) none of the Master User, the Sub-Users, or your employees are a national of a designated blocked country or “Specially Designated National”, “Blocked Entity”, “Specially Designated Terrorist”, “Specially Designated Narcotics Trafficker”, or “Foreign Terrorist Organization”, as defined by the United States Office of Foreign Assets Control or any other person who is prohibited by Applicable Law from using any banking services, including but not limited to Online Banking Services.

YOU HEREBY AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY IN ANY WAY RELATED TO THE ACTIONS OF THE MASTER USER AND ANY AND ALL SUB-USERS WITH RESPECT TO ONLINE BANKING SERVICES.

In the event you want to remove or limit the authority of a Sub-User, the Master User may login to Online Banking Services and modify the authorization designations applicable to such Sub-User.  You also may call or write us at the address and telephone number listed in the Section titled “Notice” to request we remove or modify a Sub-User’s authority to use Online Banking Services.  However, any time you request to remove or limit the authority of a Sub-User, we must be provided a reasonable time before any such modifications may be made.  We may limit or restrict certain Online Banking Services to allow only the Master User to use such services. In addition to all of our other rights under this Agreement, we reserve the right in our sole and absolute discretion to limit or restrict, from time to time, the level and types of Online Banking Services that may be used by any individual, Master User, or Sub-User who is under eighteen (18) years old.

11.       Bank Security Procedures.

11.1      General Security Procedures. We will make commercially reasonable efforts to control access to Online Banking Services through the use of Security Procedures we establish and amend from time to time.  You are required to comply with all Security Procedures required by us or this Agreement.  We reserve the right to reject any transaction or service request that is not made in accordance with our required Security Procedures.  You acknowledge receiving an electronic copy of our current Security Procedures.  You acknowledge that our required Security Procedures shall be deemed commercially reasonable in all respects.  You are required at all times to use a web browser that supports 128-bit SSL and 128-bit RC4 minimum encryptions.  You are also required to change passwords for the Master User and each Sub-User on a regular basis no less frequent than every one hundred eighty (180) days.  You acknowledge that using your computer, browser, Compatible Device, or other Required Technology to store login information, passwords, or passcodes, or authenticated fingerprints, facial image data, or other biometric information or other Security Procedures used to authorize or authenticate your use of Online Banking Services increases the risk of Unauthorized Use. You assume any and all risk associated with such storage.  In the event you fail to change passwords in accordance with this Agreement, our liability to you or any third party for any loss or damage resulting from, or arising out of, your failure to change passwords may be limited or discharged pursuant to this Agreement or Applicable Law.  You understand that our required Security Procedures are not for the purpose of detecting errors in transmission or content of a payment order or other request not initiated by us.  You acknowledge that anyone with knowledge of the Security Procedures will be able to use Online Banking Services and act on your behalf.  You are required to inform all Sub-Users that Security Procedures should not be shared with any Person and maintain a secure environment to ensure against Unauthorized Use, including but not limited to securing physical access to the Compatible Device used for services when the Master User or a Sub-User has logged on to use Online Banking Services or otherwise.  Due to emerging technologies and ensuing changes in Security Procedures, we reserve the right to supplement or amend our Security Procedures from time to time upon reasonable notice to you as published on the Web Site or otherwise.  If we shall in good faith believe that changes in our Security Procedures shall be immediately necessary to reduce the risk of Unauthorized Use, we may initiate such changes immediately and give notice to you as soon as practicable.  You acknowledge and agree that, notwithstanding anything to the contrary set forth in any agreement, in matters of Unauthorized Use, reasonable notice may be less than one day or even, in some cases, notice after the fact.  By entering into this Agreement and using the Web Site and Online Banking Services you understand and agree that no computer system or security procedure is invulnerable or incapable of being infiltrated or compromised and that our sole obligation with respect to the security of the Web Site and Online Banking Services is to make commercially reasonable efforts to prevent infiltration or compromise of the Web Site and Online Banking Services by establishment of Bank’s Security Procedures.

If you are a corporation, partnership, limited liability company, association or some other form of business entity, we may issue Security Procedures to the Master User. It is your responsibility to ensure that Security Procedures are provided only to persons you authorize. You represent to us that the Master User and each Sub-User (to the extent such Sub-User has been given the ability through Online Banking Services to initiate transactions) has general authority from you to give us instructions to perform transactions using our Online Banking Services.

Each person using the Security Procedures issued to you may have the ability to: (a) make transfers from qualifying accounts, regardless of the dollar amount of the transaction; (b) make transfers regardless of whether he/she is otherwise an authorized signer or an obligor on any accounts that are accessed; (c) obtain information that we make available about Connected Accounts; (d) obtain other services or perform other transactions that we authorize or allow; and (e) allow anyone else to use those Security Procedures to make transfers or obtain information or other services.

None of our employees or employees of our affiliates will contact you via telephone or email requesting your access codes. If you are contacted by anyone requesting this information, you must not provide your access codes to them and must contact us immediately at our telephone number shown in the Section titled “Notice”.

11.2      Funds Transfer Security Procedures. We will provide non-consumer customers with specific Security Procedures that apply to funds transfers made in connection with certain Online Banking Services (such as, but not limited to wire transfers and ACH transfers) (those Security Procedures are referred to as “Funds Transfer Security Procedures”).  You agree: (i) to carefully review the Funds Transfer Security Procedures we provide; and (ii) that the authenticity of funds transfer instructions issued to us in your name will be verified pursuant to such Funds Transfer Security Procedures.  If you use an Online Banking Service that involves us making funds transfers, you confirm that you have received and reviewed our Funds Transfer Security Procedure for that service and that, considering your wishes and circumstances, among other things, our Funds Transfer Security Procedure is commercially reasonable.  The internal policies, procedures and technologies that we employ from time to time shall be taken into account for purposes of determining whether our Funds Transfer Security Procedure is commercially reasonable, even if not contained in the materials we provide to you.  Alternative Security Procedures may be available upon request, but unless an alternative is agreed to in writing, you will be considered to have chosen the Funds Transfer Security Procedure we provided.  ANY FUNDS TRANSFER INSTRUCTION ISSUED TO US IN YOUR NAME SHALL BE EFFECTIVE AS YOUR VALID ORDER TO US AND YOU AGREE TO BE BOUND BY IT IF: (1) IT WAS IN FACT TRANSMITTED OR AUTHORIZED BY YOU OR ON YOUR BEHALF; OR (2) IT WAS ACCEPTED BY US IN COMPLIANCE WITH OUR FUNDS TRANSFER SECURITY PROCEDURE, WHETHER OR NOT IT WAS ACTUALLY AUTHORIZED BY YOU.   We are not obligated to comply with instructions you give us restricting us from making funds transfers unless and until we actually receive and acknowledge them in writing and have a reasonable opportunity to act on them.  In the event that we receive or act on any unauthorized funds transfer instructions, you agree to cooperate and to provide such information as we may reasonably request to investigate and recover any resulting loss.

12.       Customer Security Procedures. In addition to the Security Procedures required by us, you are required to establish and maintain internal Security Procedures sufficient to prevent any Unauthorized Use, including but not limited to (a) running Security Software before transmitting data to us or to or through the Web Site, (b) maintaining the security of your internal communications networks and Compatible Devices, and (c) ensuring a secure physical environment when using Online Banking Services. You understand and agree that your failure to do so may result in Unauthorized Use.  You may use any commercially available, industry recognized Security Software of the type that detects and disinfects malicious software automatically, without the need for you to execute malicious software scanning for each file manually.  You are required to update your Security Software regularly and in no event less often than once every month, and at all times, to act in accordance with Applicable Law.  You are further required to conduct an annual audit to ensure that your information or information obtained by you from third parties is protected by Security Procedures that include adequate levels of: (1) physical security to protect against theft, oral or electronic eavesdropping, monitoring, tampering or damage, (2) personnel and access controls to protect against Unauthorized Use, and (3) network security to ensure secure capture, storage, transmission, and distribution of financial information.  You must provide proof of your security audits to us upon request.  Any such information provided to us shall be kept confidential to the extent required by Applicable Law.  We may cease providing Online Banking Services if we in our sole and absolute discretion determine that your internal Security Procedures are inadequate.

In addition to protecting your Security Procedures, you should also take precautions to protect your personal identification information, such as your driver’s license, social security number, or tax identification number. This information by itself or together with account information may allow unauthorized access to your accounts.  You should also protect and secure all information stored in any Compatible Device you use to access our Online Banking Services.

13.       Your Liability for Authorized Transactions. Our system supporting our Online Banking Services is designed so that it may be operated only upon (a) entry of valid login information and passwords or recognition of authenticated fingerprints or facial image data and (b) compliance with any other Security Procedures we have established.  You are liable for all transactions that you make or authorize, even if the person you authorize exceeds your authority.  If you have given someone access to the login information, passwords, or other Security Procedures or a Compatible Device or other Required Technology we provided to you and you want to terminate that person’s authority, you must notify us that transactions by such person are no longer authorized. We may have to change your access codes, login information, passwords, or other Security Procedures or take additional steps to prevent further access by such person.  We will comply with any such request after having a reasonable time to process such request.

YOU UNDERSTAND AND AGREE THAT WE ARE UNABLE TO DETECT ANY ERRORS BY YOU THAT RESULT FROM YOUR INCORRECTLY ENTERING IN ANY ACCOUNT NUMBER OR AMOUNT IN CONNECTION WITH A FUNDS TRANSFER REQUEST.  YOU UNDERSTAND AND AGREE THAT We and any other party processing a funds transfer request from you may rely on the number in your request that identifies tHE AMOUNT OF FUNDS TO BE TRANSFERRED, The beneficiary, and ANY beneficiary’s bank OR intermediate financial institutions identified in YOUR request, even if such numbers ARE INCORRECT OR do not correspond to the name of the beneficiary or the financial institution.  We and any other receiving financial institution have no obligation to determine whether a name and number identify the same person or institution.  You acknowledge that payment of a funds transfer request initiated by you might be made by us or the beneficiary’s bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary.  With respect to incoming transfers that do not include an account number recognizable to us; we may return the transferred funds to the sending financial institution without incurring any liability to you.

14.       Notify us IMMEDIATELY for Unauthorized Transactions. Tell us AT ONCE if you believe your login information, passwords, or other Security Procedures or a Compatible Device or other Required Technology we provided to you have been lost, stolen or otherwise compromised or used without your authorization. Quickly telephoning us is the best way of reducing your possible losses.  In the event you believe any of your login information, passwords, or other Security Procedures we provided to you have been lost, stolen or otherwise compromised or used without your authorization, you agree to immediately change your password and modify your Security Procedures to prevent Unauthorized Use.

You may call us at 1-877-888-8550 or write to us at Signature Bank of Arkansas, P.O. Box 8550 Fayetteville, AR 72703. If we provide you with another electronic means of notifying us for this specific purpose, you may use that means. However, DO NOT use a general email service or other electronic means that we have not specifically authorized for this purpose.

15.       Unauthorized Use. This Section shall apply to both Business Accounts and Consumer Accounts, except to the extent your liability regarding a Consumer Account may be limited by Applicable Law, including but not limited to the Electronic Funds Transfer Act and related federal regulations.

You shall not permit any Unauthorized Use.  if YOU HAVE actual knowledge that the security of the Web Site or Online Banking Services has been compromised or that there has been any Unauthorized Use, You are required to (a) promptly notify Bank in writing and (b) PROMPTLY change your password and modify your security prcoedures to prevent unauthorized use.  you, the master user, and each sub-user, AND ANY of your OTHER AGENTS OR EmpLOYEES SHALL MAINTAIN THE HIGHEST POSSIBLE LEVEL OF CONFIDENTIALITY WITH REGARD TO ALL Security Procedures.  You are required to TAKE ALL STEPS NECESSARY TO PREVENT ACCESS TO Security Procedures BY UNAUTHORIZED PERSONS.  we shall have no liability FOR your INTERNAL SECURITY PROCEDURES, AND you ASSUME FULL RESPONSIBILITY FOR (x) MAINTAINING THE CONFIDENTIALITY OF the Security Procedures; (y) the actions of all Persons using the Security Procedures issued to you; and (z) all unauthorized use.  you agree to HOLD us HARMLESS AND INDEMNIFY us AGAINST ANY AND ALL LIABILITIES ARISING OUT OF any unauthorized use.  you shall be bound by any USE OF ONLINE BANKING SERVICES that is processed by us in compliance with our REQUIRED Security Procedures whether authorized or resulting from unauthorized use, INCLUDING BUT NOT LIMITED TO ANY payment order sent in the name of Customer.

Notwithstanding the foregoing, we agree that you will not be responsible for transactions which occur after you have notified us to block the login information, passwords, or other Security Procedures or Compatible Device or other Required Technology that were used to perform the transaction, and we have had a reasonable opportunity to do so. Thus, the sooner you notify us of a problem, the better you can minimize your losses.  You may notify us at the telephone number and addresses listed in the Section titled “Notice”.

16.       In Case of Errors or Questions About Transactions Involving Consumer Accounts. Your liability regarding unauthorized transfers and errors involving Consumer Accounts may be limited by the Electronic Funds Transfer Act and related federal regulations, as further set forth in the Electronic Funds Transfer Initial Disclosure provided to you when you opened your Consumer Accounts.  You may request a copy of such notice by contacting us pursuant to the methods listed in the Section titled “Notice”.

Call us at 1-877-888-8550 or write us at Signature Bank of Arkansas, P.O. Box 8550, Fayetteville, AR 72703 as soon as you can, if you think your periodic statement is wrong or if you need more information about a transfer covered by this Agreement which is listed on the statement.

We must hear from you within the time periods set forth in the Electronic Funds Transfer Initial Disclosure or your liability may be increased. Your notice should include the following:  (a) your name and account number (if any); (b) a description of the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error and why you need more information; and (c) the dollar amount of the suspected error.  If you tell us orally, we may require that you send us your complaint or question in writing so that we receive it within ten (10) Business Days.

After receiving such notice from you we will conduct an investigation, notify you of the results of our investigation, and make any necessary or appropriate adjustments to your Consumer Account as required by Applicable Law and as further set forth in the Electronic Funds Transfer Initial Disclosure.

17.       In Case of Errors or Questions About Transactions Involving Business Accounts. Call us at 1-877-888-8550 or write us at Signature Bank of Arkansas, P.O. Box 8550, Fayetteville, AR 72703 as soon as you can, if you think your periodic statement is wrong or if you need more information about a transfer covered by this Agreement which is listed on the statement.

18.       Final Settlement and Reversal of Transactions. Notwithstanding any other provision of this Agreement, the crediting of any and all funds to a Connected Account shall be a provisional settlement until such time as we receive final settlement from any and all parties involved in such transaction.  You agree that we may reverse or chargeback for any pending or completed transaction for any reason to the extent required or not prohibited by Applicable Law, including but not limited to insufficient funds, Unauthorized Use, and service of legal process or orders of any governmental authority.

19.       Limitation or Suspension of Online Banking Services. For security reasons, we may implement limits from time to time on the number or amount of transactions you can make using our Online Banking Services. You also agree that we may, at any time, temporarily or permanently suspend the availability of Online Banking Services if required by Applicable Law, any governmental authority, or if we believe such suspension of Online Banking Services to be necessary for security purposes (for example if you input incorrect login information, passwords, or otherwise fail to comply with established Security Procedures), or to prevent Unauthorized Use, loss, theft, fraud, or any other liability or damage to you, us, or any other Person.  In the event of such suspension, we may refuse to process or complete any scheduled or recurring transactions initiated through Online Banking Services.  In the event of suspension of Online Banking Services, we will attempt to provide you reasonable notice.  However, you understand and agree that the circumstances regarding any Unauthorized Use, loss, theft, or fraud, may dictate that notice is reasonable if given at the time of suspension or in some cases after suspension of Online Banking Services.  We may also limit access from countries other than the United States of America.

20.       Required Technology. You shall at all times be responsible for purchasing, installing, and maintaining the Required Technology.  You may be required to purchase Required Technology from us.  You are solely responsible for maintaining the Required Technology with the necessary compatibility and format to interface with our systems, including without limitation, the ability to support the Security Procedures required by us or established by you.  You are required to comply with the minimum compatibility requirements for all Required Technology used in connection with Online Banking Services, including but not limited to those for any Required Technology that we subsequently allow to be used with Online Banking Services.

The following are the recommended minimum user hardware, software, and other feature standards for use of certain Online Banking Systems with certain Compatible Devices:

1)         Standard PC or Mac® with 1-GHz processor or higher and 1 GB of RAM or greater.

2)         Cable, Digital Subscriber Line (DSL), or Integrated Services for Digital Network (ISDN) Internet connection (dial-up connections are not supported).  Satellite connections have difficulty supporting encrypted, Hypertext Transfer Protocol Secure (HTTPS) applications.  Because Online Banking Services are HTTPS-encrypted for the safety of your financial information, some satellite connections may exhibit slow response.

3)         Browser support is subject to change with little to no notice. Use the most recent versions available for the browsers  for the most secure experience with Online Banking Services.  We reserve our right to end support for any browser.  For the most secure and consistent experience on mobile and tablet Compatible Devices, use Signature2Go Mobility Apps instead of mobile browsers.  See the minimum recommendations for Signature2Go Mobility Apps elsewhere in this Section.

4)         We may make certain Signature2Go Mobility Apps available for download on certain Compatible Devices from the Apple Store (for iOS Compatible Devices) or Google Play (for Android™ Compatible Devices).

Please note the following details regarding Signature2Go Mobility Apps: (a) a valid email address and telephone number are required; (b) tend to function best when the GPS or native mapping application (also known as Location Services) on certain Compatible Devices are enabled; (c) Compatible Devices that do not have Location Services or native mapping applications do not support branch/ATM location functionality; functionality; (d) do not support Access Devices that have certain modifications such as being rooted or jail broken; and (e) are incompatible with the following mobile operating systems: (1) Windows Phone®; (2) Blackberry®; and (3) Kindle Fire™.

Please further note, certain biometric features found in Android and Apple IOS hardware may be available for use in connection with certain Signature2Go Mobility Apps including authenticated fingerprint and facial image recognition features.  In addition to such biometric features, you may enable a four (4) digit PIN to log into certain Signature2Go Mobility Apps from certain Compatible Devices.  You shall not enable more than one (1) four (4) digit PIN for any such Signature2Go Mobility App.  If you wish to enable a new four (4) digit PIN,  access the  “Profile” menu and then register the four (4) digit PIN on the  “My Profile” screen of such Signature2Go Mobility App.

A Compatible Device with a rear-facing camera is required to deposit checks with the Mobile Remote Deposit Capture (mRDC) functionality in certain Signature2Go Mobility Apps.  You shall place “for mobile deposit only” legend and such other information required by us on the rear of each check immediately before the image of each check shall be captured.

We are not responsible for your failure to use Required Technology in compliance with the minimum recommendations.  We are not responsible for any liability caused or in any way arising out of the installation, use or maintenance of your personal computer hardware or software or other Required Technology or Compatible Device, including any software provided by us or any of our suppliers or vendors.

Any Required Technology provided by you, prior to use in connection with Online Banking Services, shall meet any and all requirements established or modified by us from time to time, including but not limited to those set forth in this Section.  You agree (a) to comply with any license agreement related to any Required Technology and (b) that a failure to comply with any such license agreement shall be a default under this Agreement.  To the extent applicable, we hereby grant you a limited, non-exclusive sublicense to use any software or other Required Technology made available by us.  Such sublicense shall automatically terminate upon termination of this Agreement for any reason, and upon termination of this Agreement, you are required to immediately remove from your systems any Required Technology made available to you by us.  You are also responsible for ensuring that your use of Required Technology is in compliance with all applicable requirements of telecommunications companies, government authorities, and otherwise, including but not limited to your communications connection to Online Banking Services.

21.       Rejected, Returned, and Incomplete Transactions. We may reject or refuse to process any transaction that is not initiated in accordance with this Agreement or Applicable Law.  If a transaction is rejected by a third party due to improper processing or delays by us, we shall reinitiate such transaction.  In the event that a transaction is rejected or returned by us or any third party for any other reason whatsoever, it shall be your responsibility to reinitiate such transaction.  We will give you notice of any rejected or returned transaction.  We are authorized to debit or credit the Connected Accounts or any other Customer Account for transactions that are rejected or returned to us.  You shall promptly provide immediately available funds to reimburse us if any transaction is rejected after we have permitted you to withdraw immediately available funds in the amount thereof or if any adjustment memorandum that relates to any such transaction is received by us.  Unless required by Applicable Law, we have no obligation to pay you interest on the amount of any returned or rejected transaction debited from the Connected Accounts or other Customer Account.  A third party receiving an order as a result of a Customer-initiated transaction may, in some cases, have the right to have an unauthorized or erroneous transaction credited to its account.  You agree that we may deduct any amount owing to such third party from any Customer Account upon our receipt of proper notice of such crediting from such third party’s bank.  We may charge back against you any transaction that is returned or reversed by any third party receiving an order related to such transaction.

You are required to retain all tracking and confirmation numbers provided to you by us in connection a transaction.  If you contact us inquiring about a transaction, we may require you to provide the tracking or confirmation numbers to us to verify that the transaction was initiated.  If a tracking and confirmation number is not provided to you in connection with your attempted initiation of a transaction, such transaction has not been initiated.  Please note that a screen shot or other information regarding a transaction that has not been posted to a Connected Account will never be deemed evidence that such transaction was properly initiated, processed, or completed unless you can provide a confirmation number issued by us for such transaction.

22.       Transfers Involving Insufficient Funds. If you instruct us to make a transfer and you do not have a sufficient balance in the Connected Account from which you are making the transfer (including available credit under any overdraft line), we may refuse to complete the transaction. We may do this even if there are sufficient funds in accounts other than the one you were using to make the transfer. If we complete a transfer that you make or authorize and we learn that you have insufficient funds for the transaction in the account from which the transfer is made, you agree that we may reverse the transaction or offset the shortage with funds from any other account you have with us. In any case, you are fully obligated to us to provide sufficient funds for any transfers you make or authorize.

Notwithstanding any other provision of this Agreement, if we do not make a transfer, or if we reverse a transfer because of insufficient funds, we are not required to make any further attempt to process the transfer or to notify you that the transfer has not been completed. You may be liable for a non-sufficient funds fee under the terms governing the account from which you made, or attempted to make, the transfer.

23.       Availability of Online Banking Services. We will use reasonable efforts to make Online Banking Services available at all times.  However, we only process transactions and update information on Business Days and in some instances, only those transactions initiated prior to certain cut off times on Business Days.  We do not guarantee a specific delivery time with respect to any information or document or Online Banking Services.  We reserve the right to modify any cut off time or deadline set forth in this Agreement by publishing notice of such modification on the Web Site or otherwise providing notice to you by any means set forth in this Agreement.  We will use reasonable efforts to provide the information requested through the Web Site and Online Banking Services in a prompt fashion, but shall have no liability for failure to provide timely information or services.  You acknowledge and agree that access to Online Banking Services may be affected by local market telecommunication network activity, capacity and compatibility with third party communications equipment, Internet access, software, servers, and browsers. We disclaim and any and all responsibility for any defect or service interruption in connection with local market telecommunication network activity, capacity and compatibility with third party communication equipment, Internet access, software, browsers and servers. You acknowledge and agree that there are no assurances that information transmitted over the Internet or other computer or wireless networks will be secure or confidential, and you waive any and all claims against us in connection with any such transmissions. You further acknowledge that the Internet is known to be unpredictable in its performance and may from time to time impede access to Online Banking Services. You agree that we are in no way responsible for any such difficulties you may experience as a result of attempting to transmit data over the Internet or through any computer network while using Online Banking Services, and you waive any and all claims against us in connection with such use.  In such event, you shall be responsible for carrying out banking business through alternative delivery channels.  Transactions will only be processed in the ordinary course of our business on the Business Day initiated.  Transactions initiated after such time period may be processed on the next Business Day.  The following transactions made by you on any non-Business Day may be recorded as having been initiated on a Business Day: entries to accounts at Bank (i.e. transfers between accounts at Bank, including scheduled loan payments), stop payment requests, and requests for coin or currency or both.  We reserve the right not to provide Online Banking Services in the event any default exists under any loan agreement, promissory note, guaranty, deposit agreement, or other agreement, instrument, or document between you and us.

24.       Delivery and Use of Information; Privacy Policy. You may elect to receive data through one or more delivery mechanisms, including, without limitation, the internet, computer dial-up, telephonic delivery, text message, facsimile or secured email. Our app may request access to your device’s contacts to streamline interactions with friends and family who are also using our services. Balance and related information for your non-Customer Accounts may be made available by other financial institutions or providers that input information into our systems.  You hereby authorize any other financial institutions at which you maintain Connected Accounts to release all of such account information to us for release through the Web Site and Online Banking Services.  Such other financial institutions shall not be liable to you for providing such information to you and to us through the Web Site and Online Banking Services.  All of the provisions of this Agreement shall apply to such external Connected Accounts.  You are required to retain data adequate to permit you to remake or restore any documentation, file, or other information submitted to us for at least ten (10) Business Days following the date such information is sent to us, and shall provide such data to us upon request.  We and our suppliers provide Online Banking Services from our own sites and make no representation or warranty that any information, material or functions included in Online Banking Services are appropriate for use by you in your jurisdiction.  If you choose to use Online Banking Services, you do so, on your own initiative and are solely responsible for compliance with Applicable Law.

The policy of Bank is to protect your confidential information in accordance with Applicable Law.  The purpose of this policy is to inform you about types of information gathered through the Web Site, how the information may be used, and whether the information should be disclosed.  We may store, process, transmit, and make available through our systems and through third party data processing providers information regarding Connected Accounts.  E-mail messages that contain personally identifying information and electronic forms filled with information may be used to respond to your requests and to analyze results.  We automatically collect electronically generated information about your use of the Web Site, such as the date, type of browser used, and technical Internet protocol data.  We may use “persistent” cookies (which would reside on the Compatible Device used to access the Web Site or Online Banking Services) to increase the ease of use.  Such a cookie might contain user IDs, thereby relieving the user of having to enter user IDs each time the Web Site or Online Banking Services are accessed.  Under this circumstance Bank will only use a “persistent” cookie when authorized during the login process for the Web Site or Online Banking Services.  A “persistent” cookie may be reset in our discretion but will be reset at least once every 365 days.

We may disclose information about your accounts, and you authorize us to disclose such information, as follows: (a) to consumer reporting agencies; (b) for fraud, security or risk control; (c) to help complete a transaction you initiate, including information requested to verify the existence or condition of an account; (d) to resolve disputes or inquiries you may have about your accounts; (e) with your consent or at your direction, which may be oral, in writing, by telephone, electronic or other means we recognize; (f) when disclosure is required by Applicable Law, such as pursuant to court order, subpoena, legal process or government agency examination or investigation, or to protect or enforce our rights; (g) to companies that perform services for us in connection with your accounts and Online Banking Services, such as data processing and software companies and collection agencies; (h) as otherwise necessary to service your account, or as permitted or required by Applicable Law.

By entering into this Agreement and using Online Banking Services, you represent and warrant that you understand and agree as follows:  (x) in connection with any governmental investigation or activity intended to promote or further national security interests, information sent through the Web Site or Online Banking Services may be obtained by governmental authorities through legal process or means that are unknown to us, (y) we may be unaware that any such information has been obtained, and (z) we shall have no liability or obligation to (i) prevent any governmental authority from obtaining such information or, (ii) except to the extent required by Applicable Law and known to us, disclose that any such information may have been obtained.

See our separate “Consumer Information Privacy Notice” for more information about how we use customer information and your choices.

25.       Electronic Disclosures. In order for you to receive Online Banking Services, you must consent to our providing required disclosures in electronic format and provide us with a valid email address.  You hereby consent to receive any and all disclosure that we may provide regarding Customer Accounts in electronic format through Online Banking Services.  Your consent applies to all of the documents we provide to you electronically in connection with applying for and opening an account and in using Online Banking Services.  You also consent to receive in electronic format at our Web Site any communication normally provided in periodic statements, including amendments to this Agreement, the Customer Information Privacy Notice, and other notices that may be required by Applicable Law.  The consent in this Section does not apply to periodic statements.  We may allow you to receive electronic periodic statements as set forth in the Section titled “Online Statement Services”.

If you consent to electronic delivery of documents, we may also provide you with paper copies, but we are not required to do so. If we do not provide you with paper copies, you may obtain these documents in paper form without charge by printing them yourself or by calling us and requesting us to mail paper copies of these documents to you if they are available. You may contact us at the toll free number listed in the Section titled “Notice”.

In no event will withdrawal of consent be effective for documents that we have already provided to you electronically.  As stated above your consent to receive electronic disclosures is required to use Online Banking Services.  In the event you withdraw such consent we may terminate this Agreement or your ability to use Online Banking Services.

26.       Email. Sending email is a very good way to communicate with us regarding the Connected Accounts or Online Banking Services. However, unless you use the “Messages” feature available through Online Banking Services AFTER YOU HAVE SECURLY LOGGED INTO THE ONLINE BANKING SITE, your email is sent via your own software and, as a result, may not be secure. Because of this, you should not include confidential information, such as account numbers and balances in any email to us. You cannot use email to initiate Online Banking Services transactions. All such transactions must be initiated using the appropriate functions within Online Banking Services. We will not be liable for any errors, omissions, claims, or problems of any kind involving your email.

27.       Third-Party Components and Content . The Online Banking Services may include or incorporate certain components which are licensed or made available under separate terms by the third-party licensor of such components. Any use of these third-party components by you shall be governed by, and subject to, the terms and conditions of the separate terms applicable to such component. In addition, information that we publish on the Internet, through the Web Site, or through Online Banking Services may contain links to other sites that are not controlled by us nor subject to our privacy policy and third parties may establish links to our site.  We make no representations about any other web site that you may access to, from or through the Web Site. Unless expressly stated in writing, we neither endorse the products or services offered by any company or person linked to the Web Site or through Online Banking Services.  We are not and shall not be responsible for any software or the content of any information published on the site of any third party. You should take precautions to protect your computer software and data from interception by unauthorized persons, malicious software, and other destructive programs when browsing, downloading files, or sending information through the Internet, through any third-party components or any third-party site.

28.       Indemnification and Liability. We will provide Online Banking Services as an accommodation to you.  You acknowledge that without the limitation of damages and our liability contained in this Agreement, we would not enter into this Agreement or provide Online Banking Services.  We do not undertake any fiduciary obligation to you.  The provisions of this Agreement shall not be deemed to indicate that we are in control of you or that we are otherwise closely connected to you.  If you shall develop a perception that we shall have taken any action or shall have engaged in any conduct in a wrongful or unlawful manner, you are required to notify us in writing no later than three (3) days of developing such perception.

29.       Indemnification of Bank by Customer. To the maximum extent permitted by Applicable Law, You shall hold harmless, indemnify, and defend us, our shareholders, officers, directors, representatives, agents, and employees from and against any and all liability, including reasonable attorneys’ fees and costs, arising from or related in any manner to: (a) your negligence; (b) your failure to comply with Applicable Law; (c) any transactions or attempted transactions covered by this Agreement from a business account; or (d) your failure to comply with the terms and conditions of this Agreement. If any of the Connected Accounts are Consumer Accounts, the foregoing provision may be limited to the extent required by Applicable Law, including the Electronic Funds Transfer Act and related federal regulations.

30.       Accuracy and Timeliness of Information Provided by Customer or Third Parties. Our performance is dependent upon our receiving timely, accurate, and complete data for each Online Banking Service and each transaction initiated by you, in the agreed upon form which can be processed on our system.  If any of these requirements are not met by you, any of your other financial institutions, or any third party, we shall (1) no longer be expected to maintain the normal delivery schedule; (2) be empowered to charge appropriate fees and expenses for the cost of converting non-standard data into standard format or completing missing data; (3) be authorized to deliver, as complete and finished, whatever portion of the Online Banking Service that can be performed with available data; and (4) be authorized to return any incomplete or improper data and decline to proceed until accurate and complete data shall be provided.

We shall have no liability for any inaccurate or incomplete information with respect to transactions which have not been completely processed or posted prior to being made available.  In no event shall we be obligated to verify the accuracy or completeness of any information provided to us by you or any other financial institution.  We shall have no liability for any loss or damage arising directly or indirectly from any inaccuracy or incompleteness in the input of an order or instruction from you; any failure by you to obtain a confirmation of an order or instruction; or any cancellation or attempted cancellation by you of an order or instruction.  Information with respect to all transactions is provided solely for your convenience, and you shall have no recourse against us as to use of such information.  You acknowledge that, except to the extent required by Applicable Law, we have no obligation to maintain back-up copies of any document, file, or other information delivered by you to us.  We assume no responsibility for the accuracy or timeliness of information and other financial data supplied by other financial institutions or providers.

31.       Our Liability for Failure to Complete Transfers from Consumer Accounts. In addition to any other applicable limitations on our liability, we will NOT be liable for the following:  (a) if, through no fault of ours, you do not have enough available money in the account from which a transfer is to be made, or if the account has been closed or suspended or is not in good standing, or if we reverse a transfer because of insufficient funds; (b) if any transfer would go over the credit limit of any account; (c) if your equipment or ours was not working properly; (d) if you have not given us complete, correct or current account numbers or other identifying information so that we can properly credit your account or otherwise complete the transaction; (e) if you do not properly follow our instructions or if you provide us with wrong or inaccurate information or fail to correct or tell us about any inaccuracy of which you are aware; (f) if you do not instruct us soon enough for your transfer to be received and credited; (g) if the money in the account from which a transfer is to be made is subject to legal process or other claim restricting the transaction; (h) if circumstances or persons beyond our control prevent, delay, intercept, or alter the transaction, despite reasonable precautions that we have taken; (i) if you do not print out or write down the transfer reference, confirmation or tracking number for research purposes; and (j) if other events occur beyond our reasonable control.

32.       Limitation of Damages. Our sole responsibility for any error with respect to Online Banking Services shall be to make reasonable efforts to correct that error.

WE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES CAUSED BY ANY ERROR, ACT, DELAY OR OMISSION BY US, INCLUDING BUT NOT LIMITED TO DISHONOR OF CHECKS OR OTHER ITEMS OR EXPENSES WHICH YOU MAY INCUR OR SUFFER BY REASON OF THIS AGREEMENT OR THE SERVICES WE PROVIE, WHETHER OR NOT THE POSSIBILITY OR LIKLIHOOD OF SUCH LOSS OR DAMAGE, OR EXPENSE IS KNOWN TO US.

In the event you incur any loss due to our fault, our liability to you shall be limited to general money damages not to exceed the lesser of the actual damages sustained and proven by Customer or the total amount due from Customer for Online Banking Services for the month during which those services in question shall have been performed. You are required to notify us immediately if you experience errors, acts, delays, or omissions with respect to Online Banking Services.  We shall not be liable for any liability arising from any use or disclosure of any images of documents or items by any Person to whom you shall have directed us to provide any of such images.  We shall have no liability for failing to transmit or delay in transmitting an order or transaction initiated by you if such transmittal would result in our violating any Applicable Law, including but not limited to exceeding any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines, or any present or future risk control program of the Federal Reserve or any rule or regulation of any other regulatory authority of the United States government.

33.       Disclaimer of Warranties. Neither WE nor OUR suppliers warrant the adequacy, accuracy or completeness of any information provided as a part of Online Banking Services (INCLUDING ANY THIRD-PARTY COMPONENTS THAT ARE ACCESSIBLE THROUGH THE ONLINE BANKING SERVICES), or contained in any third-party sites linked to or from THE web site. Online Banking Services are not guaranteed to be free from error or interruption.  ALL ONLINE BANKING SERVICES (INCLUDING ANY THIRD-PARTY COMPONENTS THAT ARE ACCESSIBLE THROUGH THE ONLINE BANKING SERVICES), all information contained in any third-party sites linked to or from the web site AND ANY REQUIRED TECHNOLOGY PROVIDED BY US ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ONLINE BANKING SERVICES, THE WEB SITE, ANY THIRD-PARTY COMPONENTS THAT ARE ACCESSIBLE THROUGH THE ONLINE BANKING SERVICES, ANY THIRD-PARTY SITES LINKED TO OR FROM THE WEB SITE (INCLUDING ANY INFORMATION CONTAINED IN ANY THIRD PARTY SITES) OR ANY REQUIRED TECHNOLOGY.  WE DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WE shall have no liability for any claim, loss, or damage relating to ANY Required Technology, including but not limited to a failure to perform in the manner for which it was intended or designed.  YOU ARE RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO YOU WHICH COULD BE CAUSED BY INTERRUPTIONS OR MALFUNCTIONS OF ONLINE BANKING SERVICES OR REQUIRED TECHNOLOGY, AND YOU ASSUME THE RISK OF SUCH OCCURRENCES.

34.       Representations & Warranties of Customer. You hereby represent and warrant to Bank that (a) you and any representative entering into this Agreement on your behalf have full power and authority (including full corporate, limited liability company, or other entity power and authority) to enter into this Agreement and to perform your obligations pursuant to this Agreement; (c) the creation and performance of this Agreement have been duly authorized by you; (d) each Person who may enter into this Agreement on your behalf has all necessary legal capacity and authority; and (e) this Agreement constitutes the valid and legally binding obligation on you enforceable in accordance with its provisions, except to the extent enforcement may be limited by (i) bankruptcy, insolvency, moratorium, or other similar laws generally affecting the rights of creditors; (ii) general principles of equity; and (iii) the exercise of judicial discretion.

35.       Recording. You agree that we may record any oral conversations you have with us regarding the services covered by this Agreement. However, we are not obligated to do so and may choose not to in our sole and absolute discretion.

36.       Business Day. If any provision of this Agreement shall require the performance of an obligation on a date that shall be a legal holiday pursuant to Applicable Law, a Party may postpone the performance of such obligation until the next Business Day.

37.       Currency. Any reference to dollars or money in this Agreement shall mean legal tender of the United States of America.  Any amount required to be paid by a Party pursuant to this Agreement shall be paid by check, draft, or electronic transfer.

38.       Force Majeure. We shall not be liable for any loss nor damage due to causes beyond our control, including fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, malicious software, errors or lack of responsiveness of other organizations or entities, or other causes beyond our control.  We cannot control and will have no liability for the loss, confidentiality or security of any data while in transit via the Internet, communication lines, postal system or ACH network.  Either Party may terminate this Agreement immediately on written notice if we are prevented from performing our obligations under this Agreement for a period of more than thirty (30) days due to the reasons set forth in this subsection.

39.       Attorneys’ Fees. In the event of litigation among the Parties regarding the provisions of this Agreement or the transactions contemplated by this Agreement, you shall reimburse us for all attorneys’ fees and expenses paid or incurred by us in the course of such litigation or the enforcement or interpretation of any provision of this Agreement.

40.       Performance by Bank. If you fail to perform any of your obligations under this Agreement, we may perform or cause the performance of such obligation, and the Fees and Expenses incurred by us in connection therewith, plus interest at the highest lawful rate, shall be paid by you.  Notwithstanding the foregoing, nothing in this Agreement shall obligate us to perform any of the obligations on you under this Agreement.

41.       Law That Applies. Regardless of where you live or work or where you access our Online Banking Services, this Agreement is subject to the internal law of the State of Arkansas and the federal law of the United States of America. If any of the terms of this Agreement cannot be legally enforced, they will be considered changed to the extent necessary to comply with Applicable Law.  Any litigation among the Parties arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be brought in the courts of the State of Arkansas in the County of Washington.  Each Party irrevocably, unconditionally, and absolutely submits to the jurisdiction of such courts, and each Party irrevocably, unconditionally, and absolutely waives any objection to venue or to convenience of forum.

42.       Jury Trial. EACH PARTY IRREVOCABLY, UNCONDITIONALLY, AND ABSOLUTELY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION AMONG THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  A COPY OF THIS SECTION SHALL BE WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND NEGOTIATED CONTRACT OF THE PARTIES TO IRREVOCABLY, UNCONDITIONALLY, AND ABSOLUTELY WAIVE TRIAL BY JURY.

43.       Remedies. Due to the likelihood of irreparable injury, we shall be entitled to an injunction prohibiting any breach of this Agreement by you.  To the extent permitted under Applicable Law, the remedies provided to you in this Agreement shall be exclusive of any remedies otherwise available to you pursuant to Applicable Law.  You agree that notwithstanding any other provision of this Agreement, we may pursue any and all remedies available under Applicable Law in connection with the enforcement of this Agreement.

44.       Notice. Except as otherwise provided in this Agreement, all notices required to be sent to you will be effective when we mail or deliver them to the last known address that we have for you in our records or when we make such notices available to you through electronic means. Any notice, demand, request, or other communication permitted or required to be given by Customer to Bank pursuant to this Agreement shall be deemed effective when we have received them and have had a reasonable time to act on them.  All notices, demands, requests, and other communications permitted or required by this Agreement shall be in writing and shall be delivered to Bank by either:  (a) personal delivery; (b) overnight delivery service with delivery costs prepaid and receipt of delivery requested; (c) certified or registered mail with postage prepaid and return receipt requested; (d) secure email using our secure email system; (e) using the “Messages” feature available through Online Banking Services; (f) through autodialed or prerecorded calls or text messages with standard rates charged by your provider.  We may give any notice, demand, request, or other communication required by this Agreement pursuant to the requirements of this Section or otherwise, including but not limited to notice given by placing such notice on the Web Site, by secure email using our secure email system, and by using the “Messages” feature available through Online Banking Services.  You understand and agree that by using Online Banking Services, it may be necessary or desirable for us to contact you regarding Online Banking Services from time to time, and you agree that such contact may be made through the Web Site, Online Banking Services, Compatible Devices, Required Technology, telephone, mobile phone, SMS or text message, MMS or multimedia message, or other electronic means.  With respect to contact through telephone, mobile phone, internet phone, text or SMS message, MMS or multimedia message, or other method requiring a ten-digit phone number, you agree that we may contact you using any phone number you have provided to us.  Such contact may be made through autodialed or prerecorded calls or text messages.  Standard telephone minute and text charges may apply.  In the event you no longer desire to receive such contact, you must notify us in writing immediately, and in such event, we may immediately terminate this Agreement and cease providing Online Banking Services without any further liability to you.  All notices, demands, requests, and other communications permitted or required by this Agreement to be delivered to a Party’s physical address shall be delivered at the following addresses unless another address shall be designated by a Party by notice pursuant to the provisions of this Section:

If to Bank:                     Signature Bank of Arkansas
P.O. Box 8550
Fayetteville, Arkansas 72703

If to Customer:              Any address provided by Customer with respect to a Connected Account

Please call us toll free at 1-877-888-8550 or write to us at Signature Bank of Arkansas, P.O. Box 8550, Fayetteville, AR 72703 in the event of any of the following:  (a) Unauthorized Use; (b) if the security of any login, password, access codes, or other Security Procedures has been compromised (c) if a  Compatible Device or other Required Technology used to access Online Banking Services has been lost, stolen or compromised; (d) to initiate a stop payment request; or (e) to request paper copies of periodic statements or this Agreement.

Please note that if you have enrolled in our Online Statements Service, you may be charged a fee for a request for a paper periodic statement.  You may also be charged a fee for initiating a stop payment request according to the fee schedule we publish from time to time.  Please note our toll free telephone number listed above is available Monday through Friday from 7:30 a.m. to 6:00 p.m. Central Time and from Saturday from 9:00 a.m. to 1:00 p.m. Central Time.

45.       Time. Time shall be of the essence.  You understand and agree that any and all times referenced herein or related to this Agreement shall refer to the local time in Fayetteville, Arkansas unless expressly stated otherwise.

46.       Review of Agreement. You represent, warrant, and covenant that you had an adequate opportunity to review this Agreement and to seek legal counsel prior to entering into this Agreement.

47.       Severability. Each provision of this Agreement shall be severable from all other provisions of this Agreement.  If any provision of this Agreement shall be determined to be invalid or unenforceable in any litigation among the Parties, such provision shall be deemed to be amended to the extent necessary to render this Agreement valid and enforceable, and the remaining provisions of this Agreement shall be valid and enforceable.

48.       Interpretation. This Agreement shall be interpreted as follows: (a) equally against the Parties regardless of who is more responsible for its preparation; (b) if there is an irreconcilable conflict between a part of this Agreement and any present or future Applicable Law, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law; (c) gender or lack of gender of any word shall include the masculine, feminine, and neuter; (d) singular shall include plural and plural shall include singular; (e) the words “include” and “including” mean, in addition to any regularly accepted meaning, “without limitation” and “including but not limited to”; (f) references to Sections refer to Sections of this Agreement; (g) subject headings, captions, and titles shall not affect the interpretation of this Agreement; (h) the definition of any term in this Agreement shall apply to all uses of such term whenever capitalized or the context requires; and (i) any exhibits or addendums to this Agreement shall be incorporated into this Agreement as though fully set forth word for word in this Agreement.

49.       Further Assurances. You are required to execute and deliver any other documents and take further actions as may be necessary to fulfill the your obligations pursuant to this Agreement.

50.       Transfer of Rights and Obligations Under This Agreement. This Agreement and your rights and obligations pursuant to this Agreement may not be assigned, delegated, or otherwise Transferred to any Person without our written consent in our sole and absolute discretion.  Any assignment, delegation, or other Transfer of this Agreement or any of your rights or obligations pursuant to this Agreement shall not release you from any of the provisions of this Agreement.  We may Transfer all or any part of this Agreement without notice to or consent from you.  In connection with any Transfer by us, you hereby irrevocably consent to the disclosure of information pertaining to you and, this Agreement in connection with such Transfer.  You acknowledge that we have not made any representation, warranty, or covenant to you with respect to the Transfer of all or any part of this Agreement.  Any Transfer by us of this Agreement shall release us from any further liability to you whatsoever.  You shall indemnify and hold us harmless from and against all liabilities arising out of any Transfer of all or any part of this Agreement.

51.       Third Party Beneficiary. The Parties do not intend to create any rights under this Agreement for the benefit of any third party beneficiary except as provided in this Agreement.

52.       Binding Effect. The Parties executed and delivered this Agreement with the intent to be legally bound to its provisions.  This Agreement shall inure to the benefit of, shall be binding on, and shall be enforceable by the heirs, successors, and assigns of the Parties.

53.       Waiver. The provisions of this Agreement may be waived only by a subsequent written agreement executed by us.  Any delay or inaction by us shall not be construed as a waiver of any of the provisions of this Agreement.  A waiver of any provision of this Agreement by us:  (a) shall not be construed as a waiver of any other provision of this Agreement; (b) shall be applicable only to the specific instance and for the specific period in which the waiver may be given; (c) shall not be construed as a permanent waiver of any provision of this Agreement unless otherwise agreed by us in a subsequent written agreement executed by us; (d) shall not affect any right or remedy available to us; and (e) shall be subject to such terms and conditions as provided in a subsequent agreement executed by us.

54.       Conflict Between This Agreement and Other Agreements. In the event of an irreconcilable conflict between the provisions of this Agreement and the provisions of the written account agreement between you and us regarding a Connected Account, the provisions of the written account agreement shall control.  In the event of an irreconcilable conflict between the provisions of this Agreement and the provisions of any Treasury Management Services Agreement and any applicable addendums between you and us, the provisions of this Agreement shall control, expect to the extent otherwise expressly set forth in this Agreement.  In the event of an irreconcilable conflict between the provisions of this Agreement and the provisions of any Minor Indemnity Agreement, the provisions of the Minor Indemnity Agreement shall control.

55.       Entire Agreement. This Agreement, including but not limited to any exhibits, addendums, or other provisions incorporated herein, contains the entire agreement of the Parties on the subject matters of this Agreement, and any oral or prior written understanding on the subject matters of this Agreement shall not be binding on us.  You represent, warrant, and covenant that you have not been influenced to enter into this Agreement by any Person and have not relied on any representation, warranty, or covenant of any Person other than as provided in this Agreement.  You agree that: (a) it shall be unreasonable for you to have or rely on any expectation or perception not reflected in the provisions of this Agreement; (b) if you have or shall develop an expectation or perception (i) contrary to, (ii) in addition to, or (iii) that there is a conflict among the provisions of this Agreement, you shall have a duty to give written notice to us immediately; and (c) if you shall fail to obtain an amendment to this Agreement after having developed such expectation or perception, such failure shall be an admission for evidentiary purposes in any litigation that the expectation or perception was not reasonable and was not part of the final binding agreement of the Parties.

I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY SUCH AGREEMENT.