Online Cash Management Access Agreement

This Online Cash Management Access Agreement (this “Access Agreement” or “Agreement”) sets forth the terms and conditions governing Cash Management Services as well as the other Services. The term “Cash Management Services” means the services provided by Bank under this Access Agreement other than the other Services offered through the Schedule Agreements (defined below). “Services” means any and all of the services provided by Bank under this Access Agreement and the Schedule Agreements. The terms “we,” “us,” “our,” “River City Bank” and “Bank” refer to River City Bank. The terms “Customer”, “you” and “your” refer to the party in whose name an Account is maintained, each signer on an Account, each Authorized Agent and Services user, and all owners and beneficiaries of the Accounts.

By using Cash Management Services, you agree to the terms and conditions of this Access Agreement and by using any of the Services offered by us under an agreement attached as a Schedule to this Access Agreement, you also agree to the terms and conditions of that agreement and all exhibits, schedules, appendices, addenda and other attachments thereto. All agreements attached as Schedules to this Access Agreement are part of this Access Agreement and this Access Agreement is a part of each of those agreements. Our Deposit Account Agreement is also incorporated herein by reference, made a part of this Access Agreement, and governs the Services and each Account. See our website for the most recent version of the Deposit Account Agreement. In the event of a conflict between the terms of this Access Agreement and the Deposit Agreement and Disclosure or any Loan Advance Agreement (each as defined below), the terms of this Access Agreement will control to the extent of such conflict. In the event of a conflict between the terms of this Access Agreement and the terms of a Schedule Agreement, the terms of such Schedule Agreement will control to the extent of such conflict.

Each of your Accounts and any Services are also governed by the applicable fee schedule(s) and by any applicable product information and disclosure statement (collectively, and together with the Deposit Account Agreement, the “Deposit Agreement and Disclosure”). It is Customer’s responsibility to ensure that a copy of this Access Agreement and the Deposit Agreement and Disclosure is provided to each signer, Authorized Agent, Services user, and all owners and beneficiaries of the Accounts.

1. Instructions and Notices

1.1

Except as otherwise expressly provided herein, Bank is not required to act upon any notice or instruction received from you or any other person, or to provide any notice or advice to you or any other person with respect to any matter.

1.2

Bank may rely on any oral or written notice, response, or other communication believed by it to be genuine and to have been provided by an Authorized Agent and any such communication shall be deemed to have been provided by such person on your behalf.

“Account” means a deposit account at River City Bank through which you access or use Services or which are otherwise subject to this Agreement.

“Appointment Form” means an Appointment of Agent and System Administrator form (or similar form approved by Bank) executed by you or on your behalf. If the only appointment of an agent or administrator in effect is pursuant to an agreement superseded by this Access Agreement, then such appointment will remain in effect until superseded by the execution of a new Appointment Form.

“Authorized Agents” means the agents and system administrators named as such in an Appointment Form, as well as the individuals granted authority by those named agents and system administrators to provide instructions and to effect transactions with respect to your Accounts or your credit facilities with Bank. A person will remain an Authorized Agent until you notify Bank of the revocation of such appointment and Bank has a reasonable period to act on such revocation.

“Loan Advance Agreement” means agreements or arrangements related to requesting or obtaining loan advances or disbursements from Bank if you can request advances or disbursements under the relevant credit facilities by using any of the Services or any of Bank’s website, online or mobile procedures, systems or services.

“Schedule Agreement” means each of Schedules 1-5, including the attachment to a Schedule.

2. Protecting Your Accounts and Loans

2.1 Preventing Misuse of Your Accounts or Loans

Your role is extremely important in the prevention of any wrongful use of your Accounts or Loans (defined below). You must promptly examine your statement upon receipt. If you find that your records and ours disagree, you must immediately call River City Bank at (916) 567-2899.

2.1.1 Protecting Personal Information

In addition to protecting your Account and Loan information, you should also take precautions to protect your personal identification information, such as your driver’s license, Social Security Number, etc. This information by itself or together with information on your Account or Loan may allow unauthorized access to your Accounts or Loans. It is your responsibility to protect personal information with the same level of care that you protect your Account or Loan information.

2.1.2 Taking Care of Your Password

The password that is used to gain access to Cash Management Services should also be kept confidential. We strongly recommend that you not disclose it to others, as doing so gives the person or company to whom you have given this sensitive information the power to access and perform transactions on your Accounts or Loans. In fact, if you make such a disclosure along with other pertinent information about your Accounts or Loans and any Service, neither we, nor you will be able to prevent that person or company from accessing or performing transactions on your Accounts or Loans whether or not you actually authorize or even know about such activity, and the access and transactions so performed will be considered authorized. You are solely responsible for the confidentiality and use of your assigned User ID and/or passwords (a “Security Code”). You are solely responsible for all instructions received by us through and under your Security Code.

2.1.3 Authorized Agents

An Authorized Agent is responsible for assigning the levels of security necessary for you. The Authorized Agents will be required to change the initial passwords the first time they use their IDs to login into our cash management system. It is the Authorized Agents’ responsibility to understand the security capabilities built into the Service and to assign and, as appropriate to your business and security needs, restrict access to the various applications only to those employees who have a need to know, keeping in mind the importance of separation of duties as an important way of protecting you.

2.2 Online Security Best Practice Recommendations

You are responsible for implementing effective security systems to protect your Accounts and Loans. The following are a few recommended online security best practices to consider with your own security professionals:

Ensure your systems are updated – All your workstations and networks should have the latest software and hardware to protect against all types of malware and cybercrime, including software to protect against viruses, adware and spyware, and the latest firewall protection. All security patches and updates should be installed as soon as they are available.

1. Use dual controls – Have one individual create your outgoing online banking transactions (wires / ACH) and another individual approve each transaction.

2. Perform a daily reconciliation – Review the transactions in your Accounts and Loans on at least a daily basis and alert us immediately if there is any suspicious activity.

3. Read your electronic notices – These notices are for your own protection and are meant to alert you of your real online banking activity. If you receive a notice and did not perform or authorize the activity, you must immediately call us to report suspicious activity.

4. Use dedicated work stations – Isolate a workstation in your office to conduct all online banking activity. Do not use the workstation for personal use, web browsing, or email and do not place administrative rights on the users’ work stations. These steps will help prevent unknown downloading of malware.

5. Beware of the “official” email and ensure your staff is trained accordingly – Never open an email or click on a link in an email where you are unsure of the sender. Cyber criminals send phishing emails to place viruses on your computer and obtain relevant Account or Loan information. When in doubt, don’t click.

6. Use a bookmark to access our website. Avoid “direct navigation,” which involves manually typing our web address into a browser.

7. Contact your business insurance provider – Review your business insurance policy to determine if it provides the necessary coverage for fraudulent cyber activity.

2.3 Additional Security Precautions Offered by River City Bank

Security experts and even federal banking regulators recommend that bank customers take security precautions in addition to “single factor” authentication such as a username and password. Bank offers its business customers the opportunity to implement additional security precautions in addition to the security procedures otherwise applicable to online transactions from Accounts and Loans.

2.3.1 Dual Control

One such additional security precaution is dual control. The term “dual control” refers to a process in which the active involvement of two people is required to complete a particular transaction. Dual control is one of the foundations of online banking and information security because it is based upon the premise that both parties would have to be in collusion for a security breach to occur. The system enables your Authorized Agents to set rights and privileges for your users to be initiators and/or approvers of online banking transactions. If dual control is implemented, then a transaction requires one individual to initiate the transaction and a separate individual to approve the transaction in order for Bank to process the transaction. Because no one security method or combination of methods is failsafe, you must ensure that your network and all computer systems are updated, protected against intrusion and otherwise administered in accord with best practices.

2.3.2 Additional Login Code

Another additional security precaution is the generation of a numeric code at the point of login if the computer is unrecognized. Our online system calls the phone number on record in the cash management system to confirm the code presented by the system or, if you choose, will send a one-time code to the mobile device number designated in our online cash management system. You must input the code (in addition to your usual Security Credentials) in order to complete the login process and gain access to our online system. If the code is not input correctly, access will not be granted and you cannot log in. Because no one security method or combination of methods is failsafe, you must ensure that your network and all computer systems are updated, protected against intrusion and otherwise administered in accord with best practices.

2.3.3 Related Accounts and Loans

Bank may, but is not required to, apply the additional security precautions you request not only to the Accounts and Loans of the named Customer but also to the Accounts and Loans of persons and entities treated as affiliates of the named Customer in our online system. It is solely your responsibility to give Bank written notice of instructions to apply security procedures to Accounts and Loans in a manner different than what Bank does in the absence of such instructions.

2.4 Your Responsibility for Security

It is solely your responsibility to ensure that your computers, network, servers, firewalls, telephone lines, passwords, identification numbers, and all other items and facilities needed by you to transmit a transaction request to Bank and to receive confirmations thereof from Bank (collectively, the “Customer Systems”) are secure and have not been compromised. You represent and warrant that you have established and maintain physical and electronic security and controls to protect against fraud perpetrated by insiders and outsiders, including fraud perpetrated by means of physical or electronic intrusion, insider complicity and by means of impersonation of your Authorized Agents and other personnel. If Bank receives any transaction request purporting to be made on your behalf and which request was able to be sent to Bank due to any failure or deficiency in Customer Systems, then Bank will have no liability to you for honoring such transaction request and you must indemnify Bank from any and all losses, attorney’s fees and other costs arising from Bank’s acting on that transaction request. You represent and warrant that you considered the size, type, value and frequency of the transactions and related communications that you anticipate making in connection with this Access Agreement and agree that our security procedures are commercially reasonable in light of those anticipated transactions.

2.5 Unauthorized Access or Transactions in Your River City Bank Accounts or Loans

Notify us immediately if you believe another person has improperly obtained access to any security credentials, including password or username, or other information that could allow the person to access or debit your Accounts or obtain Advances under your Loans. Also notify us if someone has transferred or may transfer money from your Accounts or may have obtained an Advance without your permission, or if you suspect any fraudulent activity on your Accounts or Loans. Only reveal your Account number or Loan number to a legitimate entity for a purpose you authorize (such as your insurance company for automatic payments). To notify us, call River City Bank at (916) 567-2899, or write River City Bank, Attention: Cash Management, 2480 Natomas Park Drive, Sacramento, CA 95833.

2.6 Unauthorized Loan Advances

You agree that each draw, advance and disbursement (each, an “Advance”) made under a loan, credit facility or other extension of credit (each, a “Loan”) from Bank constitutes indebtedness outstanding under that Loan and must be repaid in full if Bank made such Advance in good faith reliance on instructions or a request made by an actual or apparent Authorized Agent using our website or other online or mobile systems (such systems collectively, the “Online System”), even if the Advance was requested fraudulently, without your knowledge, inconsistently with your instructions or it was made by an unauthorized person. You acknowledge the heightened risks you assume by allowing any person to request an Advance using the Online System. You acknowledge that the Authorized Agents named in a Loan Advance Agreement may differ from the Authorized Agents named in an Appointment Form if you do not ensure that they are consistent. You agree that Bank may rely on the information stated on either a Loan Advance Agreement or on an Appointment Form in evaluating whether a person is an Authorized Agent. If there is a conflict between the terms of, or information on, (1) a Loan Advance Agreement and (2) this Access Agreement or an Appointment Form, then the terms of this Access Agreement and the Appointment Form will control for any Loan Advance that is transacted online. You agree that you will ensure that Bank has up to date Appointment Forms and that your Loan Advance Agreements are consistent with your Appointment Forms at all times.

You agree that you will ensure that all Advances will be requested to be disbursed to a demand deposit account at Bank owned by the borrower under the relevant Loan. You must notify us immediately upon your discovery of any unauthorized Advance and you must fully cooperate with us at your cost if we choose to investigate any Advance alleged or believed by any person to be unauthorized or improper.

Bank may allow any particular Advance to be obtained (or not obtained) through the Online System in its sole discretion without notice to you. Allowing Advances through the Online System in some instances is not a guarantee or commitment that such Advances will be allowed in other instances.

You grant Bank a security interest in all Accounts to secure your obligations, indebtedness and liabilities under this Access Agreement and under all your Loans. Bank may place a hold on some or all funds in those Accounts during such time that Bank reasonably believes it may need to apply those funds to your outstanding or reasonably expected obligations to Bank.

2.7 Optional Security by Bank

Bank may in its sole discretion decide to use or apply one or more security or authentication measures with respect to your Accounts or Loans even though those measures are not required under your agreements with Bank. You acknowledge and agree that Bank’s choice do so on one or more occasions will not give rise to any obligation to do so on another occasion, even if Bank personnel tell you that the measures are being used or you are otherwise aware of such usage.

3. Privacy Policy

See our Privacy Policy (as named or renamed from time to time) at www.rivercitybank.com, which Privacy Policy is incorporated by reference herein, as and when the same may be modified from time to time.

4. Accessing Your River City Bank Accounts or Loans through Cash Management

4.1 Requirements

To access your Accounts or Loans through Cash Management Services, you must have the appropriate security credentials.

4.2 River City Bank Secure Message Center

Sending secure messages through the River City Bank Secure Message Center is a way to communicate with Bank. Secure messaging is provided for you to ask questions about your Accounts or Loans and provide general feedback and is accessible by logging into the River City Bank Secure Message Center found on www.rivercitybank.com. To ensure the security of your Account and Loan information, we recommend that you use secure messaging when asking specific questions about your Accounts or Loans. You cannot use the Secure Message Center to initiate transactions on your Accounts or Loans. For banking transactions, please use the appropriate functions within the cash management system or call (916) 567-2899.

4.3 Fees

See the Cash Management Schedule of Fees attached as Attachment A to this Access Agreement, as the same is modified from time to time (the “Cash Management Schedule of Fees”). The fees on the Cash Management Schedule of Fees apply in addition to all fees that apply under the Deposit Agreement and Disclosure.

Please note that other fees may be assessed by your Internet Service Provider.

5. Terms and Conditions

Each time you access your Accounts or Loans through Cash Management Services you agree to be bound by all the terms and conditions of this Access Agreement and you acknowledge your receipt and understanding of this disclosure.

5.1 Your Password

You will be given a temporary password that will give you access to Cash Management Services for your Accounts and Loans. You will be prompted to create a new password at your first logon attempt. This password can be changed within the cash management system using the administration menu. We recommend that you change your password regularly and you will be prompted to change your password at least every 90 days or other interval established by Bank in its sole discretion. Bank will act on instructions received under your password. For security purposes, it is recommended that you memorize this password and do not write it down. You are responsible for keeping your password, Account and Loan numbers and other Account and Loan data confidential.

5.2 Payment Account

You may be asked to designate a payment account for selected Services provided under this Access Agreement. You agree to pay promptly all fees and charges for those Services and authorize us to charge the Account that you have designated as the payment account or any other Account for the fees.

If you close the payment account, you must notify Bank and identify a new payment account for the selected Services. If you do not notify us of a new payment account, then we will apply charges to any of your open Accounts. Additionally, if you close all Accounts, you must notify our Cash Management Department to cancel Cash Management Services and we will bill you for unpaid charges, which you agree to pay upon receipt.

Your Cash Management Services access may be canceled at any time without prior notice due to insufficient funds in one of your Accounts. After cancellation, Cash Management Services may be reinstated once sufficient funds are available in your Accounts to cover any fees and other pending transfers or debits. In order to reinstate your Services, you must call River City Bank at (916) 567-2899.

If you do not access your Accounts or Loans through Cash Management Services for any 6-month period, Bank reserves the right to disconnect your Service without notice. Please note that your ACH, wire, and bill payment information will be lost if you are disconnected.

You agree to be responsible for any telephone charges incurred by accessing your Accounts or Loans through Cash Management Services.

If you wish to cancel any of the Services offered through Cash Management Services, please contact River City Bank at (916) 567-2899 or send us cancellation instructions in writing to River City Bank, Attention: Cash Management, 2480 Natomas Park Drive, Sacramento, CA 95833.

5.3 Overdrafts

When you schedule a payment or transfer pursuant to this Agreement, you authorize Bank to withdraw the necessary funds from your Accounts. You agree that you will instruct Bank to make a withdrawal only when a sufficient balance is or will be available in the applicable Account at the time of withdrawal. If you do not have a sufficient balance, including available credit under any overdraft protection plan, fees may apply, and we may complete the transfer or payment. For more information, please see your Deposit Agreement and Disclosure.

5.4 Hours of Accessibility

You can access your Accounts and Loans through Cash Management Services seven days a week, 24 hours a day. However, at certain times, some or all of Cash Management Services may not be available due to system maintenance. You may be notified via email or an online posting when this occurs.

5.5 Additional Terms and Conditions

5.5.1 Obtaining Account or Loan Balance and Transaction History

You can obtain balance and transaction history on all eligible Accounts and Loans. Current balance and activity information is available as of the close of the previous banking day.

5.5.2 Transferring Funds

The number of transfers from a savings account is limited as described in the applicable Deposit Agreement and Disclosure. If a hold has been placed on deposits made to an Account from which you wish to transfer funds, you cannot transfer the portion of the funds held until the hold expires.

5.5.3 Online Loan Payments – Prepayment Premiums

The terms and conditions of any prepayment premium, prepayment fee or other charge contained in your loan agreement will apply for loan payments made online.

6. Bill Pay Service

6.1 Using the Service

The Bill Payment Service allows you to schedule bill payments through Cash Management Services. You can schedule, at your option, for the payment of your current, future and recurring bills from any of your eligible River City Bank checking accounts. There is no limit to the number of payments that may be requested to be made from your checking accounts. Other account types may have transaction limitations as described in your Deposit Agreement and Disclosure. You may pay any merchant or individual through the use of Bill Payment Service. By furnishing us with the names of payees/merchants, you authorize us to follow the payment instructions to these payee/merchants that you provide us through Cash Management Services. The earlier of (a) the date you designate that you would like a payment to be sent and (b) the date the bill payment system can send payment under our normal operating procedures is called the “Send Date”. When we receive a payment instruction (for the current or a future date), we will transfer funds to the payee on your behalf from the funds in your bill payment Account on the Send Date.

For payments directed to third parties, such as other lenders, credit card companies, etc., you must allow sufficient time for the payee to receive the payment. Some payees will receive your payment through the ACH, while others will receive a paper draft (“Draft”), which is similar to a check.

We will use commercially reasonable efforts to process all your payments properly, but it is your sole responsibility to ensure compliance with applicable rules, policies and/or procedures of the payee or their agent (such as the U.S. Treasury / Internal Revenue Service). We make no representations or warranties about our ability to process any payments to federal, state, or local tax agencies and you should assume that we cannot process such payments at all.

You may stop or change any scheduled payment. You must cancel the payment by no later than 12:00 p.m. noon (Pacific Time), on the Send Date, by using the CANCEL function on the cash management system’s “Pending Payment” screen.

Bank reserves the right to terminate your use of cash management Bill Payment Service in whole or part, at any time without prior notice.

If, for any reason, you should ever wish to cancel cash management Bill Payment Service, we strongly suggest that you cancel all future bill payments at the same time that you cancel your Service, either by deleting those payments yourself using the cash management system or calling River City Bank’s Customer Service at (916) 567-2899. This will ensure that future payments and transfers made by you will not be duplicated. We will automatically cancel all outstanding payment orders (all individual payments and all recurring payments) once we have been notified that your Service has been terminated. We will continue to maintain your Accounts until you notify us otherwise.

6.2 Bill Pay Fees

See the Cash Management Schedule of Fees for applicable fees and charges.

Additionally, you agree to pay any special charges in effect as announced by Bank from time to time. These charges are in addition to the fees and service charges specified in your applicable checking, savings, and overdraft protection account agreements (for example, uncollected or overdraft charges on your checking account).

If the payment account has insufficient funds to cover fees, Bank will deduct the fee from any other checking account linked to Cash Management Services (in any order we may choose). If the fee cannot be paid, we may cancel your bill pay service. After cancellation, your bill pay service may be reinstated by contacting River City Bank at (916) 567-2899 once sufficient funds are available in your payment account to cover the bill payment fees and any other pending transfers or debits.

7. General Terms

7.1 Changes to Charges, Fees or Other Terms

We reserve the right to supplement and change the charges, fees or other terms of this Access Agreement (including Schedules and attachments hereto) and related documents upon providing notice to you, by email or by an online posting on our Cash Management Services website. However, when increases are made to any fees or charges, we will notify you online, or send a notice to you at the address shown on our records, or send you an electronic mail message (email). The notice will be posted or sent in advance of the effective date of any additional fees for Services or of any stricter limits on the type, amount or frequency of transactions, unless (a) an immediate change is necessary to maintain the security of the system, (b) the changes do not have a material effect on your use of Services or (c) we are adding a new schedule or exhibit to the Agreement for which prior notice is not otherwise required. If a change requiring disclosure is made but it cannot be disclosed in advance without jeopardizing the security of the system in our judgment, then we will provide you with electronic or written notice within 30 days after the change. As always, you may choose to accept or decline changes by continuing or discontinuing the Accounts or Services to which these changes relate. Changes to fees applicable to specific Accounts are governed by the applicable Deposit Agreement and Disclosure.

If performance of Services provided herein in accordance with the terms of this Access Agreement would result in a violation of any present or future statute, regulation or government policy to which Bank is subject, and which governs or affects the transactions contemplated by this Access Agreement, then this Access Agreement will be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Bank will incur no liability to you as a result of such violation or amendment.

If prior to the date we provide you a copy of or notice regarding this Access Agreement, you and Bank were parties to a prior version of this Access Agreement, then this Access Agreement will replace such prior agreement after you use any Services or provide any instructions provided for in this Agreement following receipt of a copy of or notice regarding this Access Agreement, which receipt will be deemed to have occurred the earlier of (i) 5 banking days after Bank sends a copy of this Agreement to your email address of record with Bank or posts this Access Agreement online or (ii) the first time at which you utilize the Services after such notice. Exhibits, schedules and other attachments to the prior version of this Access Agreement (and the previous versions of the Schedule Agreements) with customer-specific information, and customer-specific information incorporated into such previous agreements, will remain in effect until Bank and you agree in writing upon replacement exhibits, schedules and attachments and information, respectively.

7.2 Changes to Services and Bank Systems

You agree that Bank may, in its sole discretion, periodically modify any or all of its hardware, software, processes and procedures and any or all other systems and system settings, configurations, limits, downtime or hours of operation involved in or related to providing Services to you.

7.3 Privacy and Disclosure of Account and Loan Information

Bank recognizes that our customers and others visiting our website have an expectation of their privacy in their dealings with us. For these reasons River City Bank takes security and privacy of our customer information very seriously. You understand that in addition to information furnished pursuant to legal process, some information about your Accounts and Loans may be disclosed to others. For example, the tax laws require disclosure to the government of the amount of the interest you earn, and some transactions, such as certain large currency and foreign transactions, must be reported to the government. Bank may also provide information about your Accounts and Loans to persons or companies Bank believes would use the information for reasonable purposes, such as when a prospective creditor seeks to verify information you may have given in a credit application or a merchant calls to verify a check you have written.

For additional information regarding River City Bank’s privacy and security policies please review the Deposit Agreement and Disclosure, and visit www.rivercitybank.com and click on the Privacy Policy link.

7.4 Questions or Error Correction on Cash Management Services Transactions; Notifying Us of a Problem

You agree to notify us immediately if you discover: (a) any error or discrepancy between your records and the information we provide or make available to you about your Accounts, Loans or transactions (including information in your online transaction register or in a paper or electronic statement, printout, file, confirmation or report (each, a “Report”)); (b) unauthorized transactions involving any Account or Loan; (c) a breach in the confidentiality or security of any Security Code, including a lost or stolen Security Code or unauthorized use thereof; or (d) any other problems related to Services, including unauthorized use of a Service. Please see your Deposit Agreement and Disclosure for important information about error resolution timelines and notifications that may impact your rights and obligations.

7.5 Other General Terms

7.5.1 Other Agreements

In addition to this Access Agreement you agree to be bound by and will comply with the requirements of the applicable Deposit Agreement and Disclosure, our rules and regulations, the rules and regulations of any funds transfer system in which Bank participates or belongs, and applicable State and Federal laws and regulations. We agree to be bound by them also.

7.5.2 Bank’s Right to Audit You

Bank may periodically audit your technology and other systems, procedures and processes related to your use of or access to Services at any or all of your locations for the purpose of confirming your compliance with the terms of this Access Agreement, applicable laws and any agreements or rules incorporated into or referenced by this Access Agreement. All information provided to Bank or obtained by Bank in connection with such audits is subject to the confidentiality provisions of Section 9.7 (Confidential Information and Proprietary Right in Data). Bank may require you to implement internal controls as a condition to continuing to access or use Services. You are solely responsible for determining whether such internal controls and continued use of Services are appropriate for your business and for complying with law. You agree to cooperate with such audits, implement internal controls required by Bank and to promptly provide the information and access requested by Bank.

8. Business Services

8.1 Systems

You are responsible for providing and maintaining at your own expense, all equipment necessary in connection with the Services. This includes, but is not limited to, telephones, terminals, modems, Internet connectivity, and computers. We assume no responsibility for any errors, failures, or malfunctions of your computer or software, or for any computer virus or related problems that may occur during your use of the Services that is not proven to have originated from Bank.

8.2 Business Accounts

You are only allowed to access Accounts and Loans on the cash management system that are directly related to your tax identification number. If you request access to accounts or loans of your parent company, subsidiaries or affiliates, you are thereby warranting that they have authorized you to access their accounts through Cash Management Services in the same manner as your own Accounts and Loans and that their accounts and loans may be considered “Accounts” and “Loans,” respectively, under this Access Agreement. You agree to provide us with their written authorization, in form and substance acceptable to us, evidencing your authority.

8.3 Fees

You agree to pay us the Service fees described in the Cash Management Schedule of Fees. We will charge these fees directly to your Accounts with us. If you fail to pay any amount owing to us under this Access Agreement, the amount will bear interest at the rate of 12% per year until paid. We may amend our Service fees from time to time as set forth above.

8.4 Access to Account and Loan Data

You can obtain balance and other Account and Loan information through Cash Management Services. Since certain information and transactions are not processed by us until after the close of our banking day, some transactions may not be reflected in the system until the next banking day. “Posted” items may be reversed due to insufficient funds, stop payments etc. Items may appear as paid, yet may be reversed the next day. Certain balances also may not be subject to immediate withdrawal. We assume no responsibility for any loss arising from incomplete information or for any temporary interruption of Cash Management Services.

8.5 Information Processing and Reporting

We offer a number of Services that require us to receive, process and report information involving your Accounts, Loans and transactions. We will not be responsible for determining the accuracy, timeliness or completeness of any information that you or others provide to us. We will not have a duty to interpret the content of any data transmitted to us, except to the limited extent set forth in this Access Agreement. Unless otherwise agreed in writing, we will not be required (by means of any security procedure or otherwise) to detect errors in the transmission or content of any information we receive from you or third parties.

You acknowledge that it is not possible for the Services to be totally free from operator, programming or equipment error, and that errors in processing and compiling data may occasionally occur (e.g., due to the failure of others to provide accurate information, telecommunication failures, or a breakdown in an electronic data interchange). As such, you agree to review and verify all results and to maintain adequate controls for insuring both the accuracy of data transmissions and the detection of errors. Unless otherwise required by law, our sole responsibility for any reporting errors caused by us will be to reprocess the information for the period in question and to submit corrected reports at our own expense. You agree to maintain adequate backup files of the data you submit for a reasonable period of time in order to facilitate any needed reconstruction of your transactions (e.g., in the event of a telecommunication failure). If we are unable to provide a Service for any reason, we will promptly inform you of the problem and will take reasonable steps to resume processing.

8.6 Inaccurate/Conflicting Information

If you submit a funds transfer request which describes an intermediary financial institution, beneficiary financial institution or beneficiary by name and identifying account number, we and other financial institutions may process the request on the basis of the identifying number, rather than the name, even if the number identifies a different person, entity, account or financial institution. We are not obligated to review any funds transfer request for inconsistencies or to confirm the correctness of any such request, except to the extent provided in this Access Agreement.

8.7 Security Codes and Procedures

We will provide you with a Security Code to access Cash Management Services. You agree to: (a) change your Security Code immediately upon accessing the site; (b) comply with all security procedures we agree to provide to you in connection with Cash Management Services; (c) take reasonable steps to safeguard the confidentiality and security of the Security Code and any other proprietary property or information we provide to you in connection with the Services; (d) limit access to your Security Codes to persons who have a need to know such information; (e) closely and regularly monitor the activities of employees who access Cash Management Services.

Your Security Code(s) may be changed by you or your Authorized Agents from time to time. You agree to change your Security Code(s) immediately if someone who has had access to a Security Code is no longer employed by you or is no longer authorized to use Cash Management Services. We may also require you to change your Security Code at any time. We may deny access to Cash Management Services without prior notice if we are unable to confirm (to our satisfaction) any person’s authority to access Cash Management Services or if we believe such action is necessary for security reasons. Your best course of action is to keep all Security Codes separate and confidential for each employee with access to Cash Management Services. Bank will have no liability to you for any unauthorized payment or transfer made using your Security Code that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice.

Each time you perform a funds transfer with Cash Management Services, you warrant that the Security Code procedures and any other security procedures to which we have agreed with you for particular Services are commercially reasonable for the transaction, based on the circumstances involved (e.g., the size, type, and frequency of your transfers, as well as your internal controls). We may process any funds transfer request we receive through Cash Management Services, which includes your Security Code(s) with access rights. Fund transfer requests submitted with the Security Code(s) will be deemed effective as if made by you, and you will be obligated to pay us the amount of such orders, even if they are subsequently determined to be unauthorized.

You agree that you control the addition and deletion of users and the level of user authority for transactions. You agree to utilize the security and audit features we provide and/or recommend related to Cash Management Services.

9. Miscellaneous

9.1 Cutoff Hours

A number of our Services are subject to processing cutoff hours. The cutoff hour for wire transfers is 1:45 p.m. (Pacific time) on our banking days. The cutoff hour for standard, next-day ACH transactions and tax payments is 3:00 p.m. (Pacific time) on our banking days. Same-Day ACH transfers may be subject to a different cutoff hour as described in the Electronic Funds Transfer Agreement and applicable Schedules. Instructions received after the cutoff hour or on a non-banking day may be deemed received as of the next banking day.

9.2 Overdrafts

If we in our discretion overdraft any of your Accounts to make any transfers pursuant to this Access Agreement, we will not be obligated to do so in the future, regardless of the number of times we shall have previously allowed such overdrafts. You are liable for the payment of any transfers made by us pursuant to this Access Agreement even though there were insufficient funds in your Accounts at the time the transfers were made.

9.3 Limitation of Liability

9.3.1 Excluded Damages

You agree that, in no event will Bank or Bank’s affiliates or service providers be responsible or liable to you for any indirect, special, consequential, exemplary, punitive, or incidental damages, losses or injuries (including, without limitation, lost profits, loss of use, loss of data, damages from wrongful dishonor or cost of cover) arising out of your use of any service or the failure of Bank or its service providers to properly process and complete transactions thereunder, even if Bank or Bank’s service providers have been specifically advised of the possibility of such damages, losses or injuries.

9.3.2 Services Provided “As Is”

You acknowledge and agree that your use of the Services is at your sole risk and that the Services are provided by Bank on an “as is” basis.

9.3.3 Bank Disclaims Warranties

Except as expressly set forth in this Access Agreement, Bank makes no, and hereby disclaims any and all, representations or warranties, express or implied, in law or in fact, whatsoever to you or to any other person as to the services or any aspect thereof, including (without limitation) any warranty of merchantability, fitness for a particular purpose, quality, accuracy, or suitability. You agree that no oral or written advice or representation obtained from any Bank employee or representative will create a warranty or representation for purposes of this Access Agreement or any Services to be performed pursuant hereto. Bank makes no representation or warranty, either express or implied, to you as to any computer hardware, software, or equipment used in connection with the services (including, without limitation, your computer systems or related equipment, your software, or your internet service provider or its equipment), or as to the suitability or compatibility of Bank’s software, internet delivered service, equipment or communication interfaces with those that you use, or as to whether any software or internet delivered service will perform in an uninterrupted manner, including (but not limited to) any warranty of merchantability or fitness for a particular purpose.

9.3.4 Liability Limited to Correcting Error

To the fullest extent allowed by law, and subject to the liability limitations and other provisions of this section, Bank’s liability to customer under this Access Agreement is limited to correcting errors resulting from Bank’s failure to exercise ordinary care or to act in good faith.

9.3.5 Bank Not Responsible for Computer or Data Transmission Problems

Bank is not responsible or liable for any errors or failures resulting from defects in or malfunctions of your computer hardware or software, for the quality of performance or lack of performance of any computer software or hardware or internet delivered services supplied by Bank to you in connection with this Access Agreement, or for the transmission or failure of transmission of any information from you to Bank or from Bank to you. Bank is not responsible for notifying you of any upgrades or enhancements to any of your computer hardware or software or to your processes, procedures or controls.

9.3.6 Force Majeure

Bank is not responsible for suspension of performance of all its obligations, responsibilities and covenants under this Access Agreement, whether expressed or implied, if at any time, or from time to time, compliance therewith is prevented or hindered by, or is in conflict with, any federal or state law, regulation, risk control program or rule, the order of any court of competent jurisdiction or other legal restraints, any act of God or of the public enemy, war, epidemic, strike, or work stoppages of the U. S. Postal Service or commercial carriers, or electric power disruption or shortage, telecommunications failure or computer failures; or the acts, omissions or errors of any carrier and/or agent operating between you and Bank and any Federal Reserve Bank or other agency utilized to exercise transfers, or recipients of transferred funds; or, without limiting the generality of the foregoing, or any other cause or circumstance beyond Bank’s control or other conditions or circumstances not wholly controlled by Bank and which would prohibit substantial performance under this Access Agreement.

9.3.7 Bank Not Responsible for Customer or Third Party Actions

9.3.8 Bank not Liable for Insufficient Funds, Etc.

Bank will incur no liability if it is unable to complete any transactions initiated by you through any Service because of the existence of any one or more of the following circumstances:

1. Your Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft protection account.

2. The cash management processing center is not working properly and you know or have been advised by the service about the malfunction before you execute the transaction.

3. You have not provided us with the correct names or Account information for those persons or entities to whomever you wish to direct payment.

4. Your Account or Loan is closed or it has been frozen.

5. You have not provided us with complete and correct payment information, including without limitation the name, address, Account number, and payment amount for the payee on a bill payment.

6. You have not properly followed the instructions for using the Service.

9.3.9 Calculation of Interest

If we fail or delay in making payment or transfer pursuant to your instructions, or if we make a payment or transfer in an erroneous amount which is less than the amount per your instructions, unless otherwise required by law, our liability (if not limited by law or limited by this Access Agreement to correcting errors and otherwise as set forth above) is limited to interest on the amount which we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the payment or transfer, but in no event will we be liable to both parties, and our payment to either party will fully discharge any obligation to the other. If we make a payment or transfer in an erroneous amount which exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law or the foregoing provisions of this section, our liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the payment or transfer to the date of the refund, but in no event to exceed 60 days’ interest. If we become liable to you for interest compensation under this Access Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where Bank is headquartered for each day interest is due, computed on the basis of a 365-day year (366 for a leap year).

9.4 Equipment Maintenance

You are solely responsible for obtaining and properly maintaining your equipment and system requirements, including computer equipment, Internet connectivity, scanning terminals (unless contracted with Bank) and any other equipment or items necessary as a prerequisite to receive or use Services and perform your obligations under this Access Agreement. Bank will not be liable to you, in any manner whatsoever, for any type of errors, losses, damages or other claims related to your failure to do so. In the event of any failure of such software, hardware or other equipment, you will deliver to Bank all data which you otherwise would have provided that is necessary to Bank to perform Bank’s obligations in connection with the Services.

9.5 Use of Trademarks

You may not use Bank’s name or trademarks without the express written consent of Bank, as the case may be. If you are permitted to use any of Bank’s promotional materials, you will not indicate, directly or indirectly, that Bank endorses, or is connected in any way with, any of your goods or services.

9.6 Financial Information

Bank may from time to time request information from you in order to evaluate a continuation of the Services to be provided by Bank hereunder and/or adjustment of any limits set by this Access Agreement. You agree to provide the requested financial information immediately upon request by Bank, in the form required by Bank. If you refuse to provide the requested financial information, or, if Bank concludes in its sole discretion that your risk to Bank is unacceptable, Bank may terminate the Services according to the provisions hereof. You authorize Bank to investigate or reinvestigate at any time any information provided by you in connection with this Access Agreement or any Services.

9.7 Confidential Information and Proprietary Right in Data

All information of a business nature relating to the assets, liabilities or other business affairs disclosed to Bank by you or your customers in connection with this Access Agreement is confidential. Bank will not, without your express written consent, disclose or permit access to any such information by any person, firm or corporation and Bank shall cause its officers, employees, and agents to take such action as shall be necessary or advisable, to preserve and protect the confidentiality of disclosing such information to persons required to have access thereto for the performance of this Access Agreement, or to any other party to which Bank may be required by law to report such information. You agree to hold confidential and to use only in connection with the Service provided under this Access Agreement all information furnished to you by Bank or by third parties from whom Bank has secured the right to use the Service, including, but not limited to, Bank’s product and service pricing structure, system design, programming techniques or other unique techniques. In addition, should you at any time receive or acquire any information relating to another customer of Bank, you must promptly return such information to Bank and not reveal such information to any other party and shall not make use of such information for your own benefit. Our and your obligations and agreements under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, or is or becomes generally available to the public other than by breach of this Access Agreement, or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party. Bank will not be held liable if Bank, its employees and agents release such information because of a reasonable belief that you have consented to such disclosure.

Notwithstanding anything to the contrary contained herein, it is authorized and agreed by the parties hereto that the performance of said Service is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Board of Directors of the Federal Deposit Insurance Corporation, and/or a State or other federal regulatory agency and you agree to the release of your reports, information, assurances, or other data as may be required by them under applicable laws and regulations. You agree that any specifications or programs developed by Bank in connection with this Access Agreement or supplied or made available to you by Bank are the exclusive property of Bank, its agents, suppliers, or contractors, and further agrees that such material shall not be copied or used in any manner or for any purpose without the express written consent of Bank. This clause shall survive the termination of the Access Agreement.

9.8 Internet Disclaimer

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

9.9 Waiver of Jury Trial

The parties waive, to the extent permitted by applicable law, trial by jury in any litigation in any court with respect to, in connection with, or arising out of this Access Agreement or any instrument or document delivered in connection with this Access Agreement or the transactions contemplated hereby, or the validity, protection, interpretation or enforcement thereof, or any other claim howsoever arising (including tort and claims for breach of duty between the parties hereto) related to this Access Agreement.

9.10 Reference Provision.

9.10.1

The parties prefer that any dispute between them be resolved in litigation subject to a jury trial waiver as set forth in the Waiver of Jury Trial section above, but the California Supreme Court has held that pre-dispute jury trial waivers not authorized by statute are unenforceable. This Reference Provision will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver provision similar to that contained in this Access Agreement is valid or enforceable; or (ii) the California Legislature enacts a statute which becomes law, authorizing pre-dispute jury trial waivers of the type set forth above and, as a result, such waivers become enforceable.

9.10.2

Other than (i) nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies, including the right of setoff (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Access Agreement or any other document, instrument or agreement between Bank and the undersigned, will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Venue for the reference proceeding will be in the Superior Court or Federal District Court in the County or District as set forth below (the “Court”).

9.10.3

The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies.

9.10.4

The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (a) set the matter for a status and trial-setting conference within 15 days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within 90 days after the date of the conference and (c) report a statement of decision within 20 days after the matter has been submitted for decision.

9.10.5

The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon 7 days written notice, and all other discovery shall be responded to within 15 days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

9.10.6

Except as expressly set forth in this Access Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

9.10.7

The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision and pursuant to CCP §644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

9.10.8

If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

The parties recognize and agree that all disputes resolved under this reference provision will be decided by a referee and not by a jury. After consulting (or having had the opportunity to consult) with counsel of their own choice, each party knowingly and voluntarily and for their mutual benefit agrees that this reference provision will apply to any dispute between them which arises out of or is related to this Access Agreement.

9.11 No Assignment

You may not assign any right or delegate any obligation under this Access Agreement without our prior written consent.

9.12 No Third Party Beneficiaries

This Access Agreement is made for the exclusive benefit of you and us. No third party has any rights under this Access Agreement.

9.13 Notices

Unless otherwise agreed, notices to us required by this Access Agreement must be in writing. Notices to you may be emailed, mailed, faxed or delivered to you at the statement or mailing address, fax number or email address shown for you on our core banking system, or posted on our website or the cash management system. Notices to us must be sent to:

River City Bank
2480 Natomas Park Drive
Sacramento, CA 95833
Attn: Cash Management

9.14 Electronic Mail

You can send electronic mail (“email”) to us. Since we may not receive or review it immediately, you should not rely on email if you need to communicate with us right away (e.g., to stop the payment of a check). If you need to contact us immediately, you should contact the branch where your Account or Loan was opened in person or by telephone. We shall have a reasonable time to act upon any email request, and reserve the right to reject any transaction or request received by email (e.g., a request to wire funds).

9.15 Representations and Warranties

You represent and warrant as follows:

9.15.1 Information

All information you provided to Bank is true and complete and properly reflects your business, financial condition, and principal partners, owners, or officers. You are not engaged or affiliated with any businesses, products or methods of selling other than those disclosed in writing to Bank.

9.15.2 Corporate Power

You and the person(s) entering into this Access Agreement have the power to enter into and perform your obligations under this Access Agreement. This Access Agreement will not violate any law, or conflict with any other agreement to which you are subject.

9.15.3 No Litigation

There is no action, suit or proceeding pending or to your knowledge threatened which, if decided adversely, would impair your ability to carry on your business substantially as now conducted or which would adversely affect your financial condition or operations.

9.15.4 Transactions

All of your Items and business transactions are bona fide.

9.16 California Law

This Access Agreement will be governed by and interpreted in accordance with Federal law and regulation, and to the extent there is no applicable Federal law or regulation, by the laws of the State of California, without regard to choice of law principles thereof. The parties consent to the exclusive jurisdiction of the Sacramento County Superior Court or the United States District Court for the Eastern District of California.

9.17 Attorneys’ Fees

In the event of a dispute in connection with which either party to this Access Agreement employs counsel to pursue, protect or enforce any of the rights afforded that party by the terms hereof or by the terms of any related agreement or to defend against any claims of any other party hereto which arise out of this Access Agreement or any related agreement, in or out of court (including appellate courts), in arbitration, bankruptcy cases and proceedings, or otherwise, the non-prevailing party in such dispute agrees to pay all attorneys’ fees, expert witnesses’ fees and costs actually incurred by the prevailing party in connection with dispute and all such fees and costs actually incurred by the prevailing party in collecting or enforcing any settlement agreement, judgment, or arbitration award relating to such dispute.

9.18 Monitoring of Communications

To help ensure that your inquiries are handled promptly, courteously and accurately, Bank’s supervisory or management personnel may monitor and/or record telephone conversations and electronic communications between you and Bank without additional prior notification to you or your employees, and you will so advise your employees who communicate with Bank by telephone or electronic means.

9.19 Termination

You or we may terminate this Access Agreement as to some or all of the Services, with or without cause, by giving 30 days prior notice to the other party. We may terminate this Access Agreement immediately if: (a) you breach any agreement with us, including agreements or rules incorporated into or referenced by this Access Agreement; (b) the confidentiality of your Security Code or other security measures is compromised; (c) we have reason to believe that an unauthorized transaction has taken or may take place involving any of your Accounts, Loans or the Service; (d) you become insolvent or the subject of a bankruptcy, receivership, or dissolution proceeding; (e) we are uncertain as to any person’s authority to give us instructions regarding your Accounts, Loans or Cash Management Services; (f) Bank has any cause to believe that you or any Authorized Agent is committing or attempting to commit an illegal or otherwise improper act, whether by means of communications covered by this Agreement or by any other means; or (g) if the volume or type of your transactions present undesirable risks to Bank in Bank’s sole discretion. Bank’s election to terminate this Access Agreement is in addition to other remedies that may be available to Bank, and will not affect any obligation you may have to Bank arising prior to such termination. Any reinstatement of Services under this Access Agreement will be at Bank’s sole discretion and must be agreed upon in writing by an authorized representative of Bank. The termination of this Access Agreement shall not affect the rights or obligations of the parties existing prior to termination. All provisions in this Access Agreement relating to indemnification or reimbursement of Bank, security interests and account holds, limitations on liability, judicial reference, choice of law, venue, jurisdiction, severability, the recoverability of attorney’s fees and this termination section will all survive termination of this Access Agreement, in whole or in part.

9.20 Entire Agreement

This Access Agreement supplements (and supersedes where inconsistent) the terms of your Deposit Agreement and Disclosure and Loan Advance Agreement. Together with applicable Appointment Forms, Schedule Agreements and security procedure election forms, they constitute the entire agreement between you and us with respect to Services.

9.21 Captions and Headings

9.22 Indemnity of Bank

You agree to indemnify Bank against, and hold Bank harmless from, any and all losses, costs, damages and expenses (including reasonable attorney’s fees and costs of investigation, at trial and on appeal) arising directly or indirectly from, or relating in any manner to, (a) a breach of your warranties, representations, and/or agreements and obligations under this Access Agreement; (b) inaccurate information provided to Bank; or (c) any actions taken by Bank which were reasonably believed by Bank to be taken pursuant to this Access Agreement, including, but not limited to, actions taken by Bank to amend or cancel any of your instructions or requests or any decision by Bank to effect or not to effect a transaction as provided in this Access Agreement, or any other action taken by Bank in good faith pursuant to its responsibilities under this Access Agreement. You agree to hold Bank harmless against all claims made by you or others resulting from Bank’s reasonable reliance on information and data furnished by you or resulting from activities Bank or its agents undertake at your request, or at the request of anyone Bank believes in good faith to be your authorized agent including, without limitation, costs, reasonable attorneys’ fees incurred in connections with such claims. Bank will have the right to disburse or withhold any sum, which Bank is authorized to disburse or withhold. This section will survive termination of this Access Agreement.

You agree that you are jointly and severally liable for all obligations to Bank arising under an Access Agreement on the part of other Bank customers who are bound by an Access Agreement and who control you, are controlled by you or are under common control with you. For purposes of this paragraph, the term “control” means the direct or indirect ownership of 25% or more of the voting or equity securities of another person (the “controlled person”) or the possession of the power to direct or cause the direction of the management or policies of the controlled person, whether through the ability to exercise voting power, by contract or otherwise. Entities are “under common control” if the same person exercises control over those entities.

9.23 Waiver

No delay or failure on the part of Bank in exercising any of Bank’s rights under this Access Agreement shall constitute a waiver of such rights and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. Except for changes made in accordance with this Access Agreement, no deviation, whether intentional or unintentional, will constitute an amendment of this Access Agreement or will constitute a waiver of any right or duty of either party.

9.24 Severability

In the event any one or more of the provisions contained in this Access Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall be binding and enforceable as if any such invalid, illegal or unenforceable provision had never been contained herein.

9.25 Construction

This Access Agreement is an agreement between parties who are experienced in sophisticated and complex matters similar to the transactions contemplated by this Access Agreement, is entered into by both parties in reliance upon the economic and legal bargains contained herein, and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party which prepared the instrument or drafted any provision thereof, the relative bargaining powers of the parties, or the domicile of any party.

9.26 Banking Day

The term “banking day” means Monday through Friday, excluding weekends and Federal holidays, even if we are open for business.

9.27 Consumer Use of Services

9.27.1

Section 9.27.2 applies unless you and Bank enter into a written agreement that (a) is in form and substance satisfactory to Bank in its sole discretion and (b) expressly allows limited, conditional access to or use of a consumer account or loan through the Services.

9.27.2

You agree not to allow use of Services, or the Accounts or Loans through which Services are accessed or used, for consumer purposes. Bank may terminate providing any or all Services to you without notice if Bank believes a personal-, household-, or family-purpose transaction has occurred in any of your Accounts at Bank.

9.27.3

You and Bank agree that, if a particular account or loan through which Services are accessed or used is a true consumer account or loan (as defined in Regulations E and Z, respectively), then the terms and conditions of account agreements and disclosures applicable to that account or loan will control over conflicting terms and conditions in this Access Agreement. Each non-consumer Account (and its non-consumer Account owners) that is affiliated with a consumer account or loan (by ownership, control or otherwise) must reimburse, indemnify and defend Bank from and against all liabilities, costs and expenses incurred by Bank as a result of use of Services by that consumer.

Schedule 1 – Remote Deposit Capture Agreement

This Remote Deposit Capture Agreement (“Remote Deposit Agreement”) governs your use of the Remote Deposit Capture Service (the “Service” in this Remote Deposit Agreement) in association with your Accounts (also referred to collectively as the “Account”). By using the Service, you agree to the terms and conditions of this Remote Deposit Agreement and all exhibits, schedules, appendices, addenda and other attachments hereto, which are part of this Remote Deposit Agreement. In the event of a conflict between the terms of this Remote Deposit Agreement and the terms of the Access Agreement, this Remote Deposit Agreement will control to the extent of such conflict. The terms “we,” “us,” “our,” “River City Bank,” and “Bank” refer to River City Bank. “Customer”, “you” and “your” refer to the party in whose name an Account is maintained, each signer on an Account, and all owners of that Account. The term “Access Agreement” means the Online Cash Management Access Agreement between Bank and you to which this Remote Deposit Agreement is attached.

1. Statement of Service

Subject to the terms and conditions of this Remote Deposit Agreement, Bank shall provide the Service to you, which allows you to make deposits to the Accounts listed in Attachment B to the Access Agreement from your office by scanning checks on a desktop scanner. The scanner will capture an image of the front and back of the check and will read and capture the MICR line of the check. After capture of the image and data, you will transmit a file, via the Internet, to Bank or Bank’s designated processor (“Processor”) and Bank will provisionally credit (as defined in the “Provisional Credit and Availability of Funds” section below) your Account for the amount of the deposit and enter the images of the checks or the paperless debit entries into the collection process in accordance with the provisions of the Deposit Agreement and Disclosure and this Remote Deposit Agreement. You acknowledge and agree that Bank may discontinue this Service, or any related content, features, products or services, or the terms thereof, at any time without notice or liability to you or any third party.

2. Hardware and Software

This Service requires you to use computer hardware or software that meets certain technical requirements for the proper delivery of the Service and to ensure you meet your obligation to obtain secure Internet access. You may also incur additional related expenses for additional items, including but not limited to telephone service or Internet service charges related to the use of the Service. You are responsible for any costs or expenses associated with meeting and maintaining those technical requirements or additional items necessary to use the Service. You agree that you are solely responsible for the operation and maintenance of all equipment used as part of this Remote Deposit Agreement and will ensure that the vendor recommended maintenance is conducted by trained personnel, whether they are your employees or third-party employees. Bank is not responsible for any computer virus or related problems. Bank is not responsible for any errors or failures resulting from defects in or malfunctions of your computer hardware or software. Bank advises you to scan your computer hardware and software on a regular basis using a reliable computer virus detection product in order to detect and remove computer viruses. You may only use hardware approved by Bank or purchase or lease the hardware, including but not limited to image scanners and personal computers, described in the Remote Deposit Implementation Form attached hereto and made a part hereof as Attachment A.

All right, title and interest in and to any and all computer programs including without limitation, the object and source codes therefore, and any updates, upgrades, fixes, and enhancements thereto, together with the Procedures (defined below) and any other documentation, user guide, or instructions (collectively, the “Software Program”) used by Bank and you in performing the Service shall be and remain the property of Bank or any third party software provider, as applicable. Unless otherwise expressly authorized, you may not copy, reproduce, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, or create derivative works of the Software Program in any form. You further agree not to reverse engineer or reverse compile any Software Program.

3. Items Deposited

You agree to scan and remotely deposit only items that are acceptable to Bank for deposit into a deposit account as described in the Deposit Agreement and Disclosure, which is incorporated by reference and made a part hereof. You agree to only deposit checks (“Checks” or “Items”), as that term is defined in Federal Reserve Board Regulation CC (“Reg CC”), payable to you. You understand and agree that you will not deposit Items that are issued by you or your affiliates drawn on your Accounts or affiliates’ accounts, Items prohibited by the Procedures or in violation of any law, or any Item that you suspect or should know to be fraudulent or not authorized by the legal owner of the account on which the check is drawn. You agree that you will not deposit, without Bank’s prior written consent, “substitute checks” as defined by federal law or Image Replacement Documents that purport to be substitute checks and have not been previously endorsed by a bank. If you deposit such an item, you agree to reimburse Bank for any losses, costs and expenses Bank may incur associated with warranty or indemnity claims. If you provide Bank with an electronic representation of a substitute check for deposit into your Account instead of an original check, you agree to reimburse Bank for losses, costs and expenses Bank incurs because the substitute check resulting from the electronic representation does not meet applicable substitute check standards and/or causes duplicate payments. You will not deposit foreign Items drawn on financial institutions that are located outside of the United States or Territories of the United States.

4. Scanning of Items and Transmission of Files

After successful implementation and installation of any software and hardware related to the use of this Service, you shall endorse each check to be deposited in accordance with the Procedures, scan the front and back of each Item to be deposited, capture the image of the front and back of each Item, capture the MICR encoding on each Check, and transmit the image file(s) (individually or collectively, a “File”) to Bank in accordance with the procedures in the “Remote Deposit Procedure Manual” (“Procedures”) provided to you by Bank. Bank reserves the right to amend the Procedures with or without prior notice to you. Bank may also provide you with Security Code to access the Service. You agree to (a) comply with the Procedures, (b) take reasonable steps to safeguard the confidentiality and security of the Security Code, the Procedures and any other proprietary property or information Bank provides to you in connection the Service, and (c) notify Bank immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. Bank’s security procedures are not designed for the detection of errors. Bank will not be obligated to detect errors by you or others, even if Bank takes certain actions from time to time to do so.

To ensure accuracy, you must balance the deposit dollar amount to the sum of the Items (“Balanced File”) prior to transmitting the File in accordance with the Procedures. You may send multiple Files to Bank or Processor throughout the day. The total dollar value of the File received on any day shall not exceed the dollar amount approved by Bank (the “Deposit Limit”). If the total dollar value of the File exceeds the Deposit Limit, Bank may, at its option, refuse to accept the File that exceeds the Deposit Limit, or Bank may accept and process the File. You agree not to exceed the Deposit Limit. The Balanced File must be received by Bank no later than the cut-off time specified in Attachment A to this Remote Deposit Agreement (the “Cut-Off Time”).

5. Cut-Off Time

The File is received by Bank when a complete File has been written on a Bank electronic storage device in conformity with Bank’s technical and operational requirements for sending a File to Bank. To meet Bank’s Cut-Off Time, the entire File must be received prior to the Cut-Off Time and the File must successfully pass the edits for conformity with the technical requirements. For purposes of determining when an Item has been delivered and received, Bank’s records shall be determinative. A File which is not balanced in accordance with the Procedures or which is received after the Cut-Off Time shall be deemed to have been received on banking day following the banking day on which the File is actually received by Bank. Bank reserves the right to change the number of Files that may be transmitted per day, the Deposit Limit, and the Cut-Off Time. These modifications are effective immediately and may be implemented prior to your receipt of the newly established Deposit Limit or Cut-Off Time. You may contact Bank at any time to verify the current Deposit Limit.

6. Maintenance and Destruction of Original Item

You must stamp the original Item “processed” after scanning the Item in accordance with this Remote Deposit Agreement, including the “Items Deposited” section. You must securely store the original Item for a period of 30 days after you have received notice from Bank that the File has been accepted. During the 30 day period, you must take appropriate security measures to ensure that only authorized personnel shall have access to the original Item, that the information contained on the Item shall not be disclosed, and that the original Item will not be duplicated, will not be scanned more than one time, and will not be deposited or negotiated in any form. You must destroy the original Item upon the expiration of the 30 day period. You must use a commercially reasonable method approved by Bank to destroy Checks after the retention period has expired.

7. Image and MICR Quality

The File transmitted by you to Bank in accordance with the Procedures shall contain images of the front and the back of the Items scanned and remotely deposited by you (Images). The Images shall be of such quality that the following information can clearly be read by sight review of the Images: (1) the amount of the Item, (2) the Payee, (3) the Drawer’s Signature, (4) the Date of the Item, (5) the Item number, and (6) the information identifying the drawer and the paying bank that is preprinted on the check, including the MICR line.

Other information placed on the Item prior to the time an image of the Item is captured, such as any required identification written on the front of the Item and any endorsements applied to the back of the Item. Images shall also meet any standards for image quality established by American National Standards Institute (ANSI), the Board of Governors of the Federal Reserve, or any other regulatory agency, clearing house or association.

You must also capture and transmit to Bank the full-field MICR encoding on each Check. In accordance with the Procedures, you must ensure that the following information is captured from the MICR line of the check: (1) Routing Transit Number, (2) Account Number, (3) when encoded, Check Amount, and (4) when encoded, the serial number and the process control field.

8. Receipt of File

You agree that you will remain liable for and that Bank shall not be accountable to you for a File and/or Item(s) that are not received by Bank and for a File and or Item(s) that are intercepted or altered by an unauthorized third party. You agree that Bank has no obligation to accept a File and therefore may reject any File or Images of Items submitted by you. Bank has no obligation to notify you of the rejection of a File or Images. Bank shall have no liability to you for rejection of a File or Image(s) or for failure to notify you of a rejection. Upon receipt of the File submitted by you, Bank may examine the File and the Images to ensure that you have followed the established Procedures. If you have not followed the Procedures or if errors exist in the data or the Images contained in the File, Bank, in its sole discretion, may reject and not accept the entire File or Bank may elect to correct the error, accept and process the File (“Corrected File”). As a form of correction, Bank may credit your Account for the full amount of the deposit and make any necessary adjustments to correct the error. Bank may, at its option, also perform a risk management analysis of the File submitted by you to detect potentially fraudulent Items, and, in its sole discretion, reject the File or Image(s). If after examination of the File and Images, Bank determines that you have processed and transmitted the File in accordance with the Procedures, the File is balanced, and the Images meet the requirements of this Agreement, including the “Scanning of Items and Transmission of Files” section, then Bank shall accept the File (“Accepted File”) for deposit to your Account. Notwithstanding the fact that Bank has accepted the file for deposit, any credit made to your Account shall be provisional and you will remain liable to Bank for any errors, inaccuracies, breach of warranties and any other loss sustained by or claim made against Bank on the part of any party.

9. Provisional Credit and Availability of Funds

Upon acceptance of the File, Bank will grant the Account Provisional Credit, defined below, for the total amount of the Corrected File or the Accepted File. “Provisional Credit” means that the credit is made to your Account subject to final payment of the Items and subject to the terms of the Deposit Agreement and Disclosure. For the purpose of determining availability of funds, Bank may hold funds for the period of time permitted by Reg. CC. For the purposes of determining the time for which funds may be held by Bank under Reg. CC, the place of deposit shall be 2480 Natomas Park Dr., Sacramento, California, 95833.

10. Laws, Rules, and Regulations

This Remote Deposit Agreement is subject to the Deposit Agreement and Disclosure, any software license agreements, whether or not executed by you, and by California law, as amended from time to time.

You agree to comply with all existing and future operating procedures used by Bank for processing of transactions. You further agree to comply with and be bound by all applicable state or federal laws, rules and regulations affecting the use of checks, drafts and ACH transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission (FTC), the Board of Governors of the Federal Reserve, National Check Exchange (NCE), Small Value Payments Customer (SVPCo), Viewpointe, Endpoint Exchange, Electronic Check Clearing House Organization (ECCHO) and any other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound. These laws, procedures, rules, regulations, and definitions (collectively the “Rules”) are incorporated herein by reference. In the event of conflict between the terms of this Remote Deposit Agreement and the Rules, the Rules will control the interpretation of this Remote Deposit Agreement.

11. Collection of Items

Bank, in its sole discretion, shall determine the manner in which Images shall be presented for payment to the drawee bank. Likewise, Bank, in its sole discretion, shall select the clearing agents used to collect and present the Images and Bank’s selection of the clearing agents shall be considered to have been designated by you. Bank shall not be liable for the negligence of any clearing agent. Collection of Items is also subject to the Rules and the terms of the Deposit Agreement and Disclosure.

12. Contingency Plan

You agree that in the event that you are not able to capture, balance, process, or otherwise transmit a File to Bank for any reason, including but not limited to communications, equipment or software outages, interruptions or failures, you will transport the physical checks and deposits to the closest office of Bank and deposit the original checks with Bank until such time that the outage or other interruption can be identified and resolved. The deposit of original checks at an office of Bank is governed by the terms and conditions contained in the Deposit Agreement and Disclosure and not by the terms of this Remote Deposit Agreement. Notwithstanding the foregoing and to the extent applicable, all of your representations and warranties in this Remote Deposit Agreement apply to the deposit of original checks.

13. Warranties

You represent and warrant the following to Bank:

13.1. Items Deposited

You may only deposit Items that are authorized by this Remote Deposit Agreement and the Deposit Agreement and Disclosure.

13.2. Image Quality

The Images of the Items transmitted by you to Bank contain an accurate representation of the front and the back of each Item and the Images comply with the requirements of this Remote Deposit Agreement, including the “Scanning of Items and Transmission of Files” section.

13.3. Accuracy of Information

All data submitted by you to Bank is complete and accurate, including but not limited to data contained in the MICR line of the Check.

13.4. No Duplicates

You will not create duplicate Images of the Items, you will not transmit a duplicate Image(s) or Files to Bank, you will not deposit or otherwise negotiate the original Item(s) from which the Image(s) was created and that no subsequent transferee, including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee or endorser, will be asked to pay the original Item from which the Image(s) was created or a duplication (whether paper or electronic, including ACH entries) of the Item(s). You will include the notation “For Mobile Deposit at River City Bank” on each Item deposited hereunder.

13.5. No Loss

No subsequent transferees of the Item(s), including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee or endorser, shall sustain a loss as the result of the fact that the Image was presented for payment or returned instead of the original Item.

13.6. Rule Compliance

You conduct your business and submit Items and Files in compliance with all laws and Rules.

13.7. Computer Virus

The File and Items(s) do not contain computer viruses or other harmful, intrusive, or invasive codes.

14. Chargeback of Returned Items

If Images of Items you previously deposited are dishonored and returned unpaid by the drawee bank or are returned by a clearing agent for any reason, including but not limited to issues relating to the quality of the Image, you understand and agree that, since you either maintain the original Item or have destroyed the original Item in accordance with this Remote Deposit Agreement, including the “Maintenance and Destruction of Original Item” section, the original Item will not be returned and Bank may charge back an Image of the Item to your checking account. You understand and agree that the Image may be in the form of an electronic or paper reproduction of the original Item or a substitute check. Unless otherwise instructed by Bank, you agree not to deposit the original Check if an Image or other debit as previously described is charged back to you.

15. Returned Items Special Instructions

You may request that Bank re-present returned Items to the drawee or to process returned Items according to instructions provided by you to Bank (“Special Instructions”). These Special Instructions may be given to Bank in a separate document in conjunction with or subsequent to the execution of this Remote Deposit Agreement. Bank shall not be bound by such Special Instructions until such time as Bank has agreed in writing to accept the Special Instructions. Notwithstanding the fact that Bank has agreed to accept the Special Instructions, Bank may, in its sole discretion, disregard the Special Instructions and charge the returned Item back to your Account to which the Items were deposited. In the event that you have requested that returned Items be re-presented, in no event will Bank re-present an Item in excess of the limit established or permitted for the number of times that an Item may be re-presented by law, Rules, regulation, agreement or Operating Circular. You may change or amend the Special Instructions by providing Bank a written request to change or amend the Special Instructions. Changes or amendments to the Special Instructions shall not become effective until acknowledged and accepted in writing by Bank. You hereby agree to pay Bank the fees for processing returned Items and Special Instructions contained in Bank’s Schedule of Fees.

16. Fees and Charges

So long as this Remote Deposit Agreement remains in effect, you agree to pay to Bank the normal demand deposit account service charges established from time to time by Bank and, in addition thereto, the fees and charges set forth in the Cash Management Schedule of Fees and such other fees and charges as may be agreed upon from time to time in writing by you and Bank.

You authorize Bank to deduct any charges for Services from the Account, even if such deduction causes an overdraft to the Account. Should you fail or refuse to pay any charges under this Remote Deposit Agreement, you agree to pay any collection costs (including reasonable attorney’s fees) which may be incurred by Bank.

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

17. Confirmation

Bank will provide notice of receipt of deposits to the Account on your periodic account statement.

18. Update Notice

You must provide written notice to Bank of any changes to the information provided by you to Bank, including but not limited to: additional locations, any change in business, any new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided, and method of conducting sales. Such notice must be received by Bank within 5 banking days of the change. Further, upon Bank’s request, you must provide updated information within 5 days of such request. Bank retains the right to (i) review your Item and business activity from time to time to confirm you are conducting business as stated by you at the time of the execution of this Remote Deposit Agreement, and (ii) re-price or terminate Services based on changes to the facts previously stated by you.

19. Bank’s Duties

Our duties and responsibilities related to Services are limited to those described in this Remote Deposit Agreement, related agreements, and in deposit agreements between you and Bank. Bank will use ordinary care in performing its responsibilities under this Remote Deposit Agreement.

20. Indemnification and Liability; Third Party Claims

In addition to other indemnification and liability provisions elsewhere in the Access Agreement and this Remote Deposit Agreement, you will be liable for, hold harmless, and will indemnify Bank and its officers, directors, shareholders, employees and agents from and against all claims of any sort by third parties or others arising out of this Remote Deposit Agreement, including all losses and expenses incurred by Bank arising out of your failure to report required changes, transmission of incorrect data to Bank, or failure to maintain compliance with the Laws and Rules. Except for those losses caused directly by Bank’s failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) arising from or related in any way to (i) any Services performed in connection with this Remote Deposit Agreement, (ii) Bank’s action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Bank to be your Authorized Agent or Authorized User, including any warranties or indemnities we provide to paying, depository, or other banks or to the drawer of an Item you deposit with us, (iii) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Remote Deposit Agreement, and/or (iv) your breach of applicable laws, rules or regulations.

21. Services from Others

You may be using special equipment, services or software provided by a third party to assist it or you in processing Items and creating or transmitting Files hereunder (“Third Party”). You (i) agree that any Third Party is acting as your agent in the delivery of Items and Files to Bank, and (ii) agree to assume full responsibility and liability for any failure of that Third Party to comply with the laws, Rules or this Remote Deposit Agreement. Bank will not be liable for any losses or additional costs incurred by you as a result of any error by a Third Party or a malfunction of equipment provided by a Third Party, and you agree to indemnify us for all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) arising from or related in any way to any action or inactions of such Third Party. You must provide at least 10 days advance written notice to Bank in the event you use any such Third Party. You are solely responsible for maintaining compliance with the requirements of any Third Party, including obtaining any software updates. Bank shall not have any responsibility for any Item or File handled by a Third Party until that point in time when Bank accepts and approves an Item or File from such Third Party for processing.

Notwithstanding any other provision of this Agreement, we may terminate the Service or require you to discontinue the use of a Third Party, at any time, with or without cause.

22. Monitoring by You; Questions or Error Correction for the Service

You agree to monitor and promptly review your Account balances, charges and all Reports and to notify us immediately if you discover errors related to the Services. Please see your Deposit Agreement and Disclosure for important information about error resolution timelines and notifications that may impact your rights and obligations.

Schedule 2 – Electronic Funds Transfer Agreement

This Electronic Funds Transfer Agreement (“EFT Agreement”) governs Electronic Funds Transfer (“EFT”) services provided by Bank to you (collectively, the “Service” in this EFT Agreement). By using the Service, you agree to the terms and conditions of this EFT Agreement and all exhibits, schedules, appendices, addenda and other attachments hereto, which are part of this EFT Agreement. In the event of a conflict between the terms of this EFT Agreement and the terms of the Access Agreement, this EFT Agreement will control to the extent of such conflict. The terms “we,” “us,” “our,” “River City Bank,” and “Bank” refer to River City Bank. “Customer”, “you” and “your” refer to the party in whose name an Account is maintained, each signer on an Account, and all owners of that Account. The term “Access Agreement” means the Online Cash Management Access Agreement between Bank and you to which this EFT Agreement is attached.

For purposes of this EFT Agreement, the term “Entry” means each type of “entry” as that term is understood and used in the Automated Clearing House (“ACH”) system and the Operating Rules of the National Automated Clearing House Association (“NACHA”), and the Service and EFT transactions made or requested pursuant thereto include such Entries only and not wire transfers or other forms of electronic funds transfer.

1. Service

Bank will provide you the Service in accordance with this EFT Agreement. The Service will be performed according to your information provided in Attachment A to this EFT Agreement. Bank reserves the right to immediately terminate or suspend the Service for breach of the Operating Rules of the NACHA and the local ACH Association in which Bank is a participant (currently, Western Payments Alliance (“WesPay”)) and, with respect to credit entries which constitute payment orders, Article 4A of the Uniform Commercial Code as adopted in the state of California, as both are varied by this EFT Agreement and as both are amended from time to time (collectively, the “Rules”). Terms not otherwise defined hereunder have the meanings ascribed to them in the Rules.

2. You are Responsible for Accurate Information

It is your responsibility to submit accurate information requested by Bank in connection with the Service. Bank, at its option, may decide not to process your requested transfers or other transactions if there are any unresolved problems with any information requested by Bank or submitted by you.

3. Processing

3.1

Unless we and you have specifically agreed to another method to satisfy our ACH reserve requirements (such as permanent holds on an Account or Loan), and you have satisfied your obligations under that other agreement, you must prefund all ACH credit entries. The terms “prefund” or “prefunding” mean that we may debit from your Accounts at the time of submission, the aggregate amount necessary to fund and pay for (a) the credit entries you are then originating, (b) all debit, correcting or reversing entries initiated pursuant to this EFT Agreement have been returned to Bank, (c) our associated fees and charges and (d) all other amounts that are then owing under this EFT Agreement. We will hold all prefund monies we receive in an account that we solely own and control until the applicable settlement date. We reserve the right to withhold a percentage of your ACH debit entries (“ACH Collections”) to allow for return Entries made pursuant to the Rules.

Bank is not obligated to pay you interest with respect to such funds or the period between the date of debit and the date(s) on which Bank funds the related entries. In connection with the foregoing, you authorize Bank to transmit entries on behalf of you to the applicable Receiver’s account. This authorization is to remain in full force and effect until Bank has received written notice from you of your termination in such time and such manner as to afford Bank a reasonable opportunity to act upon it. You will maintain in the Account as of the Entry submission date and time immediately available funds sufficient to cover all entries you originate through Bank. Your obligation to pay Bank for each Entry matures at the time the Entry is transmitted to Bank. You acknowledge that the origination of ACH transactions to your Account must comply with the provisions of U.S. law.

3.2

If you do not have sufficient funds in the Account to pay disbursements, fees, or any other amounts due under this EFT Agreement at the time required, or if you refuse to pay, Bank may (a) debit any Account at Bank or the account of any of your affiliates to pay disbursements, fees or charges, or other amounts due, (b) refuse to process originating entries, in which case the liability will become your sole responsibility, (c) refuse to perform further Service, and/or (d) immediately terminate this EFT Agreement. Bank may recover from you any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Bank may incur in connection with any termination of this EFT Agreement or collection of amounts due hereunder.

4. Service Fees And Charges

You agree to pay Bank for the Service in accordance with the fees set out in the Cash Management Schedule of Fees.

5. Verification of Data

You agree that by submitting an EFT transaction: (a) you have approved all information contained in the batch and (b) you have waived and released any claim against Bank arising out of any errors in the information which you have not yourself corrected or have not requested Bank to correct. Final audit responsibility rests with you. Bank will not have any responsibility for verifying the accuracy of any data you provide or directly input via the Internet. Before you initiate the first Entry involving a customer, you agree to obtain from such customer authorization to initiate Entries to the customer’s account, which authorization must comply with the Rules. You agree to provide each customer with a copy of their authorization. Each Entry thereafter may only be made pursuant to such authorization, and no Entry may be initiated by you after such authorization has been revoked or the arrangement between you and such customer has terminated. You agree to retain customer authorizations for two years after they are terminated and other documents related to Entries for a period of two years and agree to immediately furnish any such authorizations and any related documents to us upon request.

6. Security Procedures

6.1

Bank has established operating rules and security procedures for accepting payment orders pursuant to this EFT Agreement, including both standard and additional procedures as set forth in Attachment A to this EFT Agreement (collectively, the “Security Procedures”). If Bank receives an EFT request (each, a “payment order”) that is verified in accordance with the Security Procedures, it will be conclusively deemed authentic, Bank may rely on it and Bank is relieved of any and all liability in connection with the transaction or transactions reflected on that EFT request, whether or not it was authorized. You are responsible for the accuracy of the initial communication of the EFT request as well as the accuracy of any documentation or callback of the request made by Bank.

You have agreed to our standard procedures and set forth your choices regarding the additional security procedures as set forth on Attachment A to this EFT Agreement. You have reviewed various security procedures including the foregoing and have determined that the Security Procedures best meet your requirements given the size, type and frequency of the payment orders you will issue to Bank, and agree that they are commercially reasonable. By continuing to use Bank’s EFT Services after notice of any modification of the Security Procedures, you agree to such Security Procedures, as modified, and acknowledge that they are commercially reasonable. The Security Procedures are incorporated by reference and made part of this EFT Agreement. You agree to keep the Security Procedures confidential and to not disclose the Security Procedures to anyone except to your Authorized Agents. If you or any of your Authorized Agents have reason to believe that a Security Procedure may have been learned by an unauthorized person, you agree to notify Bank immediately by telephone and in writing. You, for yourself and each of your Authorized Agents, agree that Bank, in its sole discretion, may record any telephone conversation between you or any Authorized Agent and Bank.

In its sole discretion, Bank may, but is not required to, seek verification or other authorization of any EFT instruction or related communication in addition to the verification required under the Security Procedures (the “Optional Verification”). In seeking such Optional Verification , Bank may contact you by any means it deems reasonable in order to obtain assurance it deems reasonable as to the authenticity or other correctness of an EFT request or instruction. Bank has no obligation to perform any Optional Verification at any time. However, if upon attempting to obtain such Optional Verification, Bank is unable to do so to its satisfaction, then Bank may, in its sole discretion, either make the EFT or decline to make the EFT or follow the instructions or decline to follow the instructions. In such an event, Bank will not be liable to you for any actual loss of any kind or for any consequential, punitive or exemplary damages in any amount, provided that Bank has acted in good faith.

6.2

If a payment order describes the receiver inconsistently by name and account number (i) payment may be made on the basis of the account number even if it identifies a person different from named receiver or (ii) Bank may in its sole discretion refuse to accept or may return the payment order. If a payment order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a payment order identifies a non-existent or unidentifiable person or account as the receiver or the receiver’s account, Bank may in its sole discretion refuse to accept or may return the payment order.

6.3

You will promptly notify Bank in writing of any change in the identity of each Authorized Agent including but not limited to your ACH Approver. Bank will have a reasonable time after receipt of a notice to act on it.

6.4

In addition to the foregoing, you must establish, implement, and update, as appropriate, policies, procedures, and systems with respect to the initiation, processing, and storage of Entries that are designed to:

(1) protect the confidentiality and integrity of Protected Information (as defined below) until its destruction;
(2) protect against anticipated threats or hazards to the security or integrity of Protected Information until its destruction;
(3) protect against unauthorized use of Protected Information that could result in substantial harm to a natural person; and

Such policies, procedures, and systems must include controls that comply with the Access Agreement, this Agreement, the Rules and applicable regulatory guidelines on access to all systems used by you to initiate, process, and store Entries, including but not limited to, our cash management system. You must ensure that such policies, procedures and controls are reviewed and approved by your board of directors or other level of responsibility within your organization that is commensurate with the importance of the subject matter.

For purposes of this Section 6.4, the term “Protected Information” means the non-public personal information, including financial information, of a natural person used to create, or contained within, an Entry and any related Addenda Record. The term Protected Information also includes sensitive non-financial information (such as non-financial account information contained in Addenda Records for bill payments) that may be incorporated into the Entry or any related Addenda Record.

You will cooperate with Bank and provide Bank with any information Bank may reasonably request to verify your identity or any of your employees, agents or other owners or representatives. As set forth in the Access Agreement, Bank may audit your compliance with this Agreement and the Rules.

7. ACH Origination

7.1

Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Rules. You acknowledge that you have had an opportunity to review and agree to comply with and be bound by the Rules. You acknowledge that, as an ACH participant, you may not initiate entries that violate the laws of the United States and that you are aware that you can be held accountable for sanctions and/ or violations by the U.S. Government and therefore must understand your compliance obligations. You will be responsible for promptly obtaining all future amendments of the Rules. When engaging in any transactions through the ACH system, you agree to comply with the Rules, this EFT Agreement and the Access Agreement, as they are amended from time to time. You can obtain a copy of the NACHA rules by contacting Bank for additional information and paying our then-applicable fee. You also agree not to initiate any ACH transactions that would violate the laws of the United States including, and not limited to, the Office of Foreign Assets Control (OFAC) and Financial Crimes Enforcement Network (FinCEN) Regulations.

7.2

The Service will enable you by using the Internet to enter EFT information and to approve and release it to Bank for transmission of Entries in accordance with the Rules (as defined above). Bank may reject any Entry created therefrom which does not comply with the requirements in this EFT Agreement or the Rules or with respect to which the account does not contain sufficient funds to pay for the Entry. Bank may reject an Entry created therefrom received for credit to an account maintained at Bank (an “on-us entry”) for any reason for which an Entry may be returned under the Rules. If any Entry is rejected, Bank will make a reasonable effort to notify you promptly so that you may correct the Entry and resubmit it. A notice of rejection will be effective when given. Bank will have no liability to you by reason of the rejection of any Entry, the fact that notice is not given at an earlier time than that provided for in this EFT Agreement or for any loss resulting from Bank’s failure to provide notice. If you request that Bank repair an Entry on your behalf, Bank will not be liable for any action it takes regarding the requested repair.

7.3

You will have no right to cancel or amend any Entries received by Bank after it has been approved by you and released to Bank. However, if your request complies with the security procedures, Bank may use reasonable efforts to act on the request prior to transmitting Entries to the ACH or gateway operator or, in the case of an on-us entry, prior to crediting a receiver’s account, but will have no liability if the cancellation or amendment is not effected. You will reimburse Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to effect your request.

7.4

Except for Entries created from information that has been reapproved and resubmitted by you in accordance with the requirements of this EFT Agreement, Bank will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Bank complied with the terms of this EFT Agreement with respect to the original Entry.

7.5

Bank will process the Entries created therefrom in accordance with its then current processing schedule, provided (i) the information is approved by you and received by Bank no later than the applicable cut-off time on a banking day and (ii) the ACH is open for business on that banking day. If Bank receives approved Entries after the cut-off time, Bank will not be responsible for failure to process the Entries on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Bank will use reasonable efforts to process the Entries and transmit the Entries to the ACH with the next regularly scheduled file created by Bank that is on a banking day on which the ACH is open for business. Except as otherwise herein provided, in the case of an on-us entry, Bank will credit the receiver’s account in the amount of the Entry on the Effective Entry Date.

7.6

Any credit Bank gives to you is provisional until Bank receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this EFT Agreement, the Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Bank does not receive final settlement, it is entitled to a refund from the credited person and you will not be deemed to have completed the transaction to the recipient.

7.7

At your request, Bank will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor your request. This EFT Agreement requires the Originators of reversing entries to provide the Receiver with notice of and the reason for the transmission of a reversing Entry to the Receiver’s account. This notice must be provided no later than the settlement date of the reversing Entry.

7.8

You acknowledge that under the Rules, Bank makes certain warranties with respect to each Entry. You agree to reimburse Bank for any loss Bank incurs, including its reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Bank unless the breach resulted solely from Bank’s own gross negligence or intentional misconduct.

7.9

You acknowledge that under the Rules, Bank indemnifies certain persons. You agree to reimburse Bank for any loss Bank incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Bank’s own gross negligence or intentional misconduct.

7.10

It is your sole responsibility to ensure compliance with applicable rules, regulations, policies and/or procedures of the payee or their agent (such as the U.S. Treasury / Internal Revenue Service). We accept no liability or responsibility for compliance with such rules, regulations, policies or procedures.

8. Same-Day ACH

8.1

A Credit or Debit Entry with an Effective Entry Date, as defined by the Rules, of the date of or a date prior to the date of the transmission of the Entry or File to Bank and received by Bank prior to the applicable cut-off time set forth below shall be considered to be a Same Day Entry. In addition to any other fees that Customer is obligated to pay Bank to originate Same-Day Entries, Customer hereby agrees to pay Bank the Same Day Entry fee established by Bank from time to time for Same Day Entries transmitted to Bank by Customer.

8.2

The cut-off time for the submission of Same-Day ACH batches is 9:00 a.m. Pacific time on our banking days. Batches submitted after this cut-off time with a Same-Day effective date will be processed as a next-day transaction.

8.3

Processing of Same-Day ACH credit transactions, as defined by the Rules, must be funded through prefunding, as described in section 3.1 of this schedule. A prefunding account must be selected and authorized prior to the Same-Day ACH service being activated.

8.4

Transactions above $25,000.00 are ineligible for Same-Day ACH processing per NACHA rules. International ACH Transactions (IATs) are ineligible for Same-Day ACH processing. Tax payments are ineligible for Same-Day ACH processing.

8.5

In agreeing to utilize the Same-Day ACH service, the Customer represents and warrants that it has established and maintains physical and electronic security controls to protect against fraud perpetrated by means of physical or electronic intrusion, insider complicity and by means of impersonation of Customer’s Authorized Agents and other personnel. If Bank receives any Same-Day transaction request purporting to be made on behalf of the Customer and which request was able to be sent to the Bank due to any failure or deficiency in Customer Systems, the bank will have no liability to Customer for honoring such transaction request and customer must indemnify the Bank from any and all losses arising from Bank’s acting on that transaction request.

8.6

Customer agrees to hold Bank harmless against all claims made by Customer or others resulting from Bank’s reasonable reliance on information and data furnished by Customer or resulting from activities Bank or its agents undertake at Customer’s request, or at the request of anyone Bank believes in good faith to be an authorized agent of Customer including, without limitation, costs, reasonable attorneys’ fees incurred in connections with such claims.

8.7

Customer agrees that Security Procedures described in section 6 are the only security procedures that will apply to the processing or verification of Same-Day Entries. Additional Security Procedures that may be in place for other types of ACH entries will not apply. Pursuant to sections 8.5 and 8.6 the Bank can rely solely on the instructions received.

9. Third Party Service Providers

9.1

You may be using special equipment, services or software provided by a third party to assist it in processing Entries hereunder (“Service Provider”). If Customer uses Service Provider to transmit Entries to Bank and Customer and Service Provider, Customer (a) agrees that Service Provider is acting as Customer’s agent in the delivery of Entries to Bank, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules and this Agreement.

9.2

We will not be liable for any losses or additional costs incurred by Customer as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. Customer is solely responsible for maintaining compliance with the requirements of Service Provider, including obtaining any software updates. Bank’s sole responsibility shall be to transmit Bank approved transactions to the ACH Operator and Bank shall not have any responsibility for any File handled by Service Provider until that point in time when Bank accepts and approves a File from such Service Provider for processing. If Bank authorizes Customer to use a Service Provider, the terms and conditions governing the relationship between Customer and the Service Provider shall be governed by a separate agreement between Customer and Service Provider (“Service Provider Agreement”) in a form satisfactory to Bank. All of Customer’s obligations and responsibilities under this Agreement will apply to the Service Provider, and Customer’s separate agreement with the Service Provider must so provide. At Bank’s request, Customer will provide to Bank a true and exact copy of such agreement. Customer shall designate the Service Provider as a user on Bank’s cash management system.

9.3

Notwithstanding the foregoing, Customer hereby authorizes the Bank to accept any Entry submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third Party Service Provider has not executed the Service Provider agreement.

9.4

Customer hereby indemnifies and holds Bank harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by Bank or any other person as a result of or arising from Customer’s use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys’ fees.

9.5

In agreeing to utilize Third Party Service Providers, the Customer represents and warrants that it has established and maintains physical and electronic security controls to protect against fraud perpetrated by means of physical or electronic intrusion, insider complicity and by means of impersonation of Customer’s Authorized Agents and other personnel. If Bank receives any transaction request purporting to be made on behalf of the Customer and which request was able to be sent to the Bank due to any failure or deficiency in Customer Systems, the bank will have no liability to Customer for honoring such transaction request and customer must indemnify the Bank from any and all losses arising from Bank’s acting on that transaction request.

10. Third-Party Senders

10.1

If you intend to use the Service to originate Entries on behalf of, or for the benefit of, a third-party Originator that does not have an agreement with us for this purpose, the Rules define this as the conduct of a “Third-Party Sender.” We will only permit you to act as a Third-Party Sender with our prior written consent. If we do so, in addition to the other obligations and responsibilities hereunder, you specifically agree that:

(1) you are authorizing Bank to originate Entries on behalf of such third-party Originators to Receivers’ accounts, and you represent and warrant that you have the requisite authority to do so;

(2) you will conduct appropriate due diligence on such third-party Originators;

(3) you make all of the representations and assume of the responsibilities and liabilities of a Third-Party Sender set forth under the Rules;

(4) Bank has the right to terminate or suspend this EFT Agreement, or your right to originate Entries on behalf of particular Originators, for breach of the Rules by you or such Originators, and Bank shall be held harmless from any liability that results from such termination or suspension; and

(5) before permitting such an Originator to originate any Entry directly or indirectly through Bank, you will enter into an agreement with such Originator in a form satisfactory to Bank that ensures compliance with the Rules and that permits Bank to audit the compliance of such Originators with the Rules.

10.2

You shall indemnify and hold harmless Bank from any direct or indirect claims arising from your conduct as a Third-Party Sender. You are solely responsible for ensuring that you are operating in compliance with the Rules and applicable law, and you agree to fully cooperate with Bank to resolve any issues relating to such conduct, including by sharing information relating to Entries or Returns and the development of reports or other documentation.

11. General Terms and Conditions

11.1

This EFT Agreement does not relieve you of your obligations under federal or state laws or regulations to retain records relating to the data contained in Bank’s tape or disk files.

11.2

Any person identified by you in an Appointment Form, this EFT Agreement or any certification, notice or other communication delivered to Bank may receive information, communications and notices regarding the Service, and is authorized to transact all business, make all agreements and sign and deliver all documents in connection with the Services. If the identity of such a person changes, you must promptly notify Bank in writing. Bank will have a reasonable time after receipt of a certification, notices or other communication to act thereon.

11.3

Bank may at any time use agents and/or independent contractors to process Entries or provide all or any other portion of the Service, and will be solely responsible for the acts and omissions of its agents and independent contractors. However, Bank will not be deemed to be the agent of, nor responsible for the acts or omissions of any other person, including without limitation any Federal Reserve Bank, ACH, Internet service provider or transmission or communications facility, any receiver or receiving depository financial institution (including without limitation the return of an Entry by such receiver or receiving depository financial institution), and no such person will be deemed Bank’s agent.

11.4

If an item or ACH transfer is converted to or from a foreign currency, you assume all risks associated with the foreign exchange conversion and agree that all losses resulting from foreign exchange conversions will be allocated to you. Bank assumes neither risk of loss nor any liability which any person (including you) may suffer by reason of foreign exchange conversions.

11.5

Unless otherwise agreed in writing with you or Bank deems necessary to do so in its sole discretion, Bank will not originate any IAT transactions on your behalf. If you wish to originate any ACH transaction that will be considered an IAT transaction, the transaction will need to be originated by you through another payment method such as a wire transfer or foreign draft.

12. Monitoring by You; Questions or Error Correction for the Service

Schedule 3 – Positive Pay Service Agreement

This Positive Pay Service Agreement (“Positive Pay Agreement”) governs your use of the Service in association with the Account (defined below). By using the Service, you agree to the terms and conditions of this Positive Pay Agreement and all exhibits, schedules, appendices, addenda and other attachments hereto, which are part of this Positive Pay Agreement. In the event of a conflict between the terms of this Positive Pay Agreement and the terms of the Access Agreement, this Positive Pay Agreement will control to the extent of such conflict. To the extent the Service provided hereunder is considered a “security procedure” for purposes of liability for payment orders under the Uniform Commercial Code as adopted in California, Customer’s use of the Service is deemed part of the Security Procedures set forth in its EFT Agreement with Bank.

“Access Agreement” means the Online Cash Management Access Agreement between Bank and you to which this Positive Pay Agreement is attached.

“we,” “us,” “our,” “River City Bank,” and “Bank” refer to River City Bank.

“Customer”, “you” and “your” refer to the party in whose name an Account is maintained, each signer on an Account, and all owners of that Account.

“ACH Debit Entries” means electronic funds transfers which settle within a bank or between banks according to specified rules and procedures governed by the Federal Reserve Bank and the NACHA which have the intended result of removing funds from your Accounts.

“ACH Credit Entries” means electronic funds transfers which settle within a bank or between banks according to specified rules and procedures governed by the Federal Reserve and the NACHA and which have the intended result of depositing funds to your Accounts.

“ACH Entries” means ACH Debit Entries and/or ACH Credit Entries.

“NACHA” means the National Automated Clearing House Association.

“Rules” means the Operating Rules of the NACHA.

“Service” means the positive pay services and features provided through the Bank’s online cash management system, subject to the limitations, deadlines, conditions and requirements imposed by that system, as that system and those parameters are modified from time to time.

1. Service – General

Please refer to the “Positive Pay Exceptions and Reports” section of your user manual for more information, as that manual and its component parts are updated and renamed from time to time. If there is a conflict between that manual and the Service actually provided at a given time, then the actually-available features and parameters of the Service will control. If an Account does not have sufficient available funds to pay a check or an ACH Debit Entry, Bank is not required to pay any checks or ACH Debit Entries presented against that Account. By using the Service, you agree to all of the limitations, conditions, deadlines, conditions and requirements associated with the Service, as administered and imposed through the bank’s online cash management system.

You acknowledge that you must enter complete and correct information into the cash management system. For example, ACH Entries are originated according to certain processing Rules which require the use of an Originator Name and Originator Identification Number embedded in the transaction to identify its source. This embedded data is a critical component of the system’s ability to monitor for transactions which you desire to review. If you do not enter correct, consistent and complete information into the system, then you must hold Bank harmless for posting a check or ACH Transaction to your Account and Bank must be excluded from any dispute related to such a transaction.

Any ACH Transaction or check that is paid in accordance with the Service must be considered properly payable and you agree that Bank will have no liability to you for paying ACH Entries or checks in accord with the Service.

2. Performance and Payment

2.1. Bank’s Performance

We will act in good faith in providing the Service, but make no representation or warranty regarding the adequacy or suitability of the Service for your purposes. We do not guarantee that use of the Service will prevent all or any unauthorized transactions in your Accounts. You understand that the nature of the Services provided may change at any time. If we provide telephonic or email reminders or other services outside the cash management system, those activities are purely voluntary on our part and we may change or discontinue such activities at any time in our sole discretion. You agree to keep Attachment A up-to-date and to give us at least 3 banking days’ prior notice of any change to the information in Attachment A.

2.2. Payment for Services

You must pay Bank fees for the Service in accordance with the Cash Management Schedule of Fees. Such charges do not include, and you are responsible for payment of, and sales, use, or excise, value added, utility or other similar taxes relating to the Services.

3. Dispute over Returns of Checks and ACH Entries

You acknowledge that the return, rejection or delayed payment of an ACH Transaction, a check or other item is subject to dispute by any of the parties involved, including the senders, payees, originators, drawers and other parties. If a dispute arises relating to any aspect of the Services or the entries, checks or other items processed or not processed by or through the Service, we will act according to our good faith understanding of this Agreement, applicable laws, regulations and the Rules, including any attachments or appendices then in effect, as they may be amended from time to time. You agree to indemnify and hold Bank, its officers, directors, shareholders, agents, employees and Affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) arising from or related in any way to your use of the Service, unless such losses or costs are proven in a non-appealable court judgment to have been caused by our intentional misconduct or gross negligence.

4. Additional Disclaimers

Nothing in this Positive Pay Agreement may be construed as relieving you of your normal oversight and due diligence responsibilities regarding prompt examination of Account statements and individual checks and ACH Entries to detect exceptions or irregularities outside the scope of the Service. We are not liable for any loss arising from your negligence, failure to input correct and complete information, delays or failures to meet deadlines, or your failure to exercise proper oversight or due diligence.

5. Monitoring by You; Questions or Error Correction for the Service

Schedule 4 – Online Wire Services Agreement

This Online Wire Services Agreement (this “Wire Agreement”) governs your use of the Transfer services provided by Bank using its online cash management system (collectively, the “Service” in this Wire Agreement) in association with your Accounts (collectively, the “Account”). By using the Service, you agree to the terms and conditions of this Wire Agreement and all exhibits, schedules, appendices, addenda and other attachments hereto, which are part of this Wire Agreement. In the event of a conflict between the terms of this Wire Agreement and the terms of the Access Agreement, this Wire Agreement will control to the extent of such conflict. The terms “we,” “us,” “our,” “River City Bank,” and “Bank” refer to River City Bank. “Customer”, “you” and “your” refer to the party in whose name an Account is maintained, each signer on an Account, and all owners of that Account. The term “Access Agreement” means the Online Cash Management Access Agreement between Bank and you to which this Wire Agreement is attached.

1. Your Authorization to Bank to Transfer Funds

Subject to Bank’s normal cutoff hours and other deadlines, whether legal, regulatory or contractual, Bank is hereby authorized and directed, whenever Bank receives an instruction related to a Transfer via Bank’s online banking system which on its face complies with the procedures established by this Wire Agreement, to transfer funds from any of your Accounts, including those listed on exhibits to this Wire Agreement, to any account maintained by you or any third party designated in the instruction, whether the receiving account is at Bank or at any other institution.

2. Rejection of Transfer Instruction

Bank may reject any Transfer instruction without liability if you (a) failed to maintain sufficient available funds in the Account from which funds are to be debited for payment to Bank, (b) failed to pay in acceptable immediately available funds the amount of each Transfer transmitted by Bank, (c) cannot, or will not provide all information which Bank is required to obtain to comply with applicable law or regulation, including, without limitation, the Federal Bank Secrecy Act or (d) has not responded to Bank’s Optional Verification (defined below) requests or inquiries.

3. Definitions

3.1

“ACH” means the Automated Clearing House system.

3.2

“CHIPS” means the Clearing House Interbank Payments System.

3.3

“Commercial Code” means the Uniform Commercial Code as enacted in California and amended from time to time.

3.4

“SWIFT” means Society for Worldwide Interbank Financial Telecommunication.

3.5

“Transfer” means a transfer of funds by means of the Federal Reserve’s Fedwire system, CHIPS or SWIFT, but not transfers effected through ACH, initiated by you as a payment order via the Bank’s online cash management system. Wire transfers initiated by any other means, including via in-person, telephone, or email payment order requests, are not Transfers for purposes of this Wire Agreement.

3.6

“Drawdown Request” means a reverse wire whereby you authorize another party, such as vendor, to withdraw funds from your Account via a Transfer. The request is initiated by the recipient of the funds, rather than the sender.

Unless otherwise defined herein, the terms used in this Wire Agreement have the same meaning as set forth in Article 4A of the Commercial Code.

4. Your Authorized Agents

You represent and warrant to Bank that the Authorized Agents are authorized by you to give instructions to Bank for Transfers and matters related to Transfers with respect to all Accounts (or, if fewer than all Accounts, the specific Accounts described on an Appointment Form). You agree that Bank will have no liability to you or anyone claiming through you for any loss resulting, directly or indirectly, from a person representing himself or herself to be an Authorized Agent. Any instruction which is provided by an actual or apparent Authorized Agent will be deemed correct.

5. Drawdown Requests (Reverse Wires)

5.1

If requested by you and agreed to by Bank, you authorize Bank to debit your Accounts with Bank upon receipt of a Drawdown Request and to send funds to the bank issuing such a request (the “Requesting Bank”) as further described on Attachment A Drawdown Request Service Implementation Form to this Wire Agreement.

5.2

Each such Transfer will be done on the Business Day Bank receives the Drawdown Request from the Requesting Bank if the Drawdown Request is received within a reasonable time to determine whether your Accounts have sufficient available funds and to obtain access to the Federal Reserve network prior to the end of that business day. Bank may reject any Drawdown Request in excess of the collected and available balance. Requesting Bank will be notified if the request is rejected by Bank. Your obligation to pay Bank the amount of the Transfer in the event that the Fedwire message does not identify the same account of financial institution is not excused in such circumstances. With respect to incoming wire transfers that do not indicate an account number recognizable by Bank, Bank may return the wire transfer to the sending financial institution without incurring any liability.

5.3

Customer authorizes Bank to debit the applicable Account for the amount of the Drawdown Request and any fees if the information contained in the request is consistent with the information provided to Bank on the Drawdown Request Service Implementation Form. The authority granted to Bank hereunder shall continue until thirty (30) days after Bank receives written notice from Customer revoking such authority,

6. Security Procedures

Bank has established operating rules and security procedures for accepting payment orders, including both standard and additional procedures as set forth in Attachment A to this Wire Agreement (collectively, the “Security Procedures”). If Bank receives a Transfer request or instruction (each, a “payment order”) in accordance with the Security Procedures, it will be conclusively deemed authentic, Bank may rely on it and Bank is relieved of any and all liability in connection with the Transfer or Transfers reflected on that Transfer request, whether or not it was authorized. You are responsible for the accuracy of the initial communication of the Transfer request as well as the accuracy of any documentation or callback of the request made by Bank.

You have agreed to our standard procedures and set forth your choices regarding the additional security procedures as set forth on Attachment A to this Wire Agreement. You have reviewed various security procedures including the foregoing and have determined that the Security Procedures best meet your requirements given the size, type and frequency of the payment orders you will issue to Bank, and agree that they are commercially reasonable. By continuing to use Bank’s Transfer Services after notice of any modification of the Security Procedures, you agree to such Security Procedures, as modified, and acknowledge that they are commercially reasonable. The Security Procedures are incorporated by reference and made part of this Wire Agreement. You agree to keep the Security Procedures confidential and to not disclose the Security Procedures to anyone except to your Authorized Agents. If you or any of your Authorized Agents have reason to believe that a Security Procedure may have been learned by an unauthorized person, you agree to notify Bank immediately by telephone and in writing. You, for yourself and each of your Authorized Agents, agree that Bank, in its sole discretion, may record any telephone conversation between you or any Authorized Agent and Bank.

In its sole discretion, Bank may, but is not required to, seek verification or other authorization of any Transfer instruction or related communication in addition to the verification required under the Security Procedures (the “Optional Verification”). In seeking such Optional Verification, Bank may contact you by any means it deems reasonable in order to obtain assurance it deems reasonable as to the authenticity or other correctness of a Transfer request or instruction. Bank has no obligation to perform any Optional Verification at any time. However, if upon attempting to obtain such Optional Verification, Bank is unable to do so to its satisfaction, then Bank may, in its sole discretion, either make the Transfer or decline to make the Transfer or follow the instructions or decline to follow the instructions. In such an event, Bank will not be liable to you for any actual loss of any kind or for any consequential, punitive or exemplary damages in any amount, provided that Bank has acted in good faith.

7. Use of Identifying Numbers

If a Transfer request or instruction or payment or payment order identifies a beneficiary, beneficiary’s bank, or intermediary bank inconsistently by name and an identifying number (such as an account number, SWIFT address or universal identification number), the beneficiary bank or intermediary bank may make payment based solely on the identifying number. In such cases, the payment will be final even if the identifying number you provided does not correspond to the beneficiary you identified. Any losses resulting from an incorrect identifying number are your responsibility and not Bank’s responsibility. Your obligation to pay the amount of the Transfer will not be excused by your error. For Transfers sent in or returned to Bank, Bank is also entitled to rely on the identifying number as proper identification of a beneficiary and to credit the account based solely on that identifying number. Bank has no duty to determine if the name and identifying number are consistent.

8. Changes to, or Cancellation of, Transfer Instructions

You may ask Bank to amend or cancel any Transfer or related instruction and Bank will use commercially reasonable efforts to comply with such request if and only if the request is made at a time and in a manner which gives Bank a reasonable opportunity to act on the request before it makes the Transfer or carries out the instruction as you originally requested. If you ask Bank to recover funds which Bank has already transferred, Bank has no obligation to do so unless and until you deposit with Bank an amount reasonably determined in good faith by Bank to approximate the costs and expenses (including attorney’s fees) which Bank may incur in attempting to recover the funds transferred. In lieu of such a deposit, Bank may request you to provide a bond or other assurance of payment reasonably satisfactory to Bank. Upon such deposit, or the supplying of such other assurance, Bank may take such action as it deems reasonable under the circumstances, including, for example, sending a request to reverse the Transfer to any financial institution which received such funds. In no event, however, will Bank be deemed to have guaranteed or otherwise assured the recovery of any portion of the amount transferred, nor to have accepted responsibility for any amount transferred before Bank received and had time to act upon the request to amend or cancel the Transfer instruction.

9. Transmitting and Recording Customer and Recipient Information

All Transfers executed by Bank are subject to rules and regulations applicable to Transfers, including, without limitation, the Federal Bank Secrecy Act and related regulations as well as regulations administered by FinCEN and OFAC. In order to comply with applicable laws and regulations, in executing any Transfer, Bank may transmit information regarding you, such as your name, address and account number, as part of the payment process, as well as information regarding the recipient of the Transfer. By sending Transfers through Bank, you agree that you will assist Bank in complying with the applicable laws and regulations and hold Bank harmless from any liability in connection with Bank’s compliance with the laws or regulations.

10. Currency Conversion

You agree that, if you request a Transfer of funds in a currency other than United States dollars, Bank will convert the currency at our current exchange rate for the specified foreign currency. If any funds are returned to you in a currency other than United States dollars, Bank will convert the returned foreign currency into United States dollars at its current exchange rate for such currency at the time of the return. If Bank does not have current exchange rates for the particular foreign currency involved, Bank will use commercially reasonable efforts to convert the currency promptly through reasonable commercial and/or banking channels, and you must pay Bank a reasonable fee for such services. In no event will Bank be liable to you for any losses arising from currency conversions effected by Bank in good faith within a reasonable time after receiving funds for conversion.

11. Payment of Bank Fees and Costs

You must pay Bank and Bank may, without prior notice or demand, obtain payment of all fees, charges and other amounts due to Bank for Transfers and for following related instructions, as well as any out-of-pocket costs incurred by Bank in carrying out the instructions given by you pursuant to this Wire Agreement, by debiting any Account, on the day Bank transmits the Transfer request, the date you submit the Transfer instructions to Bank or on such other date as is agreed to by Bank in writing. You must pay Bank the fees for the Services provided by Bank hereunder according to Bank’s current fee schedule, as it may be amended from time to time.

12. Fees Imposed by Other Banks

You agree that any intermediary bank or beneficiary bank that assists in the processing of your payment order may charge a fee for processing your order. Bank has no control over these fees and is not responsible for these fees. These fees may be deducted by the intermediary bank or beneficiary bank from the amount to be credited to the beneficiary of your Transfer or, in the case of Transfers into Bank, deducted from the amount sent to you.

13. Governing Circulars, Rules and Law

This Wire Agreement will be governed by all applicable operating circulars of any Federal Reserve Bank which may handle any transaction that is the subject of this Wire Agreement and by all applicable provisions of federal law and regulation. To the extent allowed by federal law, this Wire Agreement will also be governed by the CHIPS Rules and Administrative Procedures and the applicable rules and procedures for SWIFT and any other funds transfer or advice service or facilitator, and by the laws of any foreign nation having jurisdiction over the Transfer (or any segment thereof, to the extent of that segment only). To the extent it is not governed by such laws, regulations, rules and other governing documents, this Wire Agreement will be governed by the laws of the state of California. This Wire Agreement will be binding upon and inure to your benefit and Bank, and our respective successors, assigns and legal representatives.

14. Monitoring by You; Questions or Error Correction for the Service

Schedule 5 – Lockbox Services Agreement

This Lockbox Services Agreement (“Lockbox Agreement”) governs Customer’s use of the Lockbox Services (the “Service” in this Lockbox Agreement) in association with Customer’s deposit accounts with Bank (collectively, the “Account”). By using the Service, Customer agrees to the terms and conditions of this Lockbox Agreement and all exhibits, schedules, appendices, addenda and other attachments hereto, which are part of this Lockbox Agreement. In the event of a conflict between the terms of this Lockbox Agreement and the terms of the Access Agreement, this Lockbox Agreement will control to the extent of such conflict. The terms “we,” “us,” “our,” “River City Bank,” and “Bank” refer to River City Bank. “Customer”, “you” and “your” refer to the party in whose name an Account is maintained, each signer on each deposit or other account through which the Service are accessed or used, including those specified on Attachment A hereto, and all owners of those accounts (collectively, the “Account”). The term “Access Agreement” means the Online Cash Management Access Agreement between Bank and you to which this Lockbox Agreement is attached.

1. Service Provider

Customer understands that Bank may contract with third parties (each, a “Service Provider”) to provide some, all or any of the Services to be provided by Bank under this Lockbox Agreement, Customer will provide such additional documentation and written authorizations that a Service Provider may request from time to time. Customer authorizes Bank to share information with Service Providers about Customer and its principals, affiliates and customers as Bank may deem appropriate.

2. Scan Only Lockbox Service

If Customer processes no more than 50 items per month through Bank, then Customer may elect the Scan Only Lockbox Service. If this Service is elected, then Customer will deliver items to the address set forth below in this Section 2. Bank will open envelopes containing items, scan only the front side of items and email to Customer a PDF file containing the item scan images. Bank will not create electronic checks or otherwise process the information on the items. Bank will maintain an electronic copy of scanned items for 60 days from the date the image is created and Bank will shred or otherwise dispose of the original items after the 30th day following receipt of the items. The fees and charges for the Scan Only Lockbox Service are set forth on Attachment A to the Access Agreement.

River City Bank
Attention: Lockbox Processing
P.O. Box 15247
Sacramento, CA 95851-0247

3. Lockbox with Customer Scanning

Customer may elect to have all items delivered to it, open envelopes containing items and then scan selected items into the tool provided by Bank in accord with instructions and procedures related thereto, and Bank will then process the items in accord with normal Lockbox Services. All fees in Attachment A to the Access Agreement apply to items scanned by Customer through the tool and processed through Lockbox Services. Customer must complete scanning items by 3:00 p.m. Pacific Standard Time each day.

Lockbox with Customer Scanning can be used in combination with Regular Lockbox Services.

4. Regular Lockbox Services

Customer irrevocably authorizes and directs Bank and its authorized agents and Service Providers to:

4.1

Collect and take custody of the contents of Customer’s assigned postal box each Banking Day (not applicable to Lockbox with Customer Scanning).

4.2

Open the envelopes and remove the contents (not applicable to Lockbox with Customer Scanning).

4.3

Batch for deposit all Bankable Items that are acceptable for deposit according to Bank’s normal operating procedures. “Bankable Item” means an item for which:

(a) the payee matches one of the names identified by Customer on Attachment A or a reasonable variation thereof (Bank will not be liable for any loss if a payee name does not match an identified name or reasonable variation thereof);

(b) is dated with a current date less than 6 months old (if undated Bank may insert a current date);

(c) if there is a variance in written and numeric amounts, Bank will try to reconcile difference from documents accompanying the item but Bank will not be responsible for any loss resulting from incorrectly reconciling any difference or failing to so reconcile; and

(d) if no drawer’s signature exists Bank will endeavor to forward the item to Customer. Customer is responsible for requesting a new item from drawer. Bank is not liable for any loss if unsigned items are processed and subsequently returned by drawee.

4.4

Endeavor not to deliver and deposit items bearing restrictive notations such as “paid in full”. Bank will not be liable for any loss if such an item is delivered or deposited.

4.5

Return non-Bankable Items, correspondence and other materials to Customer in the customary manner of the Bank.

4.6

Encode the dollar amount on each Bankable Item and (if not imaged by Customer) image the item.

4.7

Create a report of all such imaged items indicating all such information and in a format as agreed by Customer and Bank. A statement of account will be available to Customer for online viewing and download.

4.8

Maintain an electronic copy of Bankable Items for at least 60 days from the date the image is created or received by Bank, as applicable, and store original items for at least 30 days following receipt, after which time Bank may destroy the original items.

4.9

Endorse Bankable Items for deposit and credit Customer’s Designated Lockbox Account (see Attachment A) with the total of all payment checks processed each day, subject to the Bank’s normal funds availability and other deposit procedures, terms and conditions.

4.10

Checks drawn in foreign currency or on a foreign financial institution are not accepted for lockbox processing.

5. Payment for Lockbox Services

Customer agrees to pay Bank according to the fee schedule attached to this Lockbox Agreement as Attachment A. Such fees will be deducted from Customer’s Designated Fee Payment Account set forth on Attachment A on the Fee Payment Date each month. If there are insufficient funds in the Designated Fee Payment Account, then Bank may withdraw payment for fees from any of Customer’s accounts at Bank.

6. Notice

Notices from Customer to Bank specifying any change in the handling of Bankable Items, including changes to accept and block lists, will not be effective until after the notice is actually received by Bank along with all relevant resolutions, signature cards and other supporting documentation reasonably requested by Bank and Bank has a reasonable period to act in accord with such notice.

7. Adjustments

If Bank at any time determines that there is an inaccuracy in the Designated Lockbox Account, or that an entry previously posted to the Designated Lockbox Account was revoked or did not become final (including but not limited to the return of deposited items unpaid), then Bank may debit such amount against the Designated Lockbox Account or if Bank cannot obtain payment of such amount by debiting the Designated Lockbox Account or the Designated Fee Payment Account, then Customer agrees to pay such amount to Bank immediately upon demand.

8. Monitoring by You; Questions or Error Correction for the Service

You agree to monitor and promptly review your account balances, charges and all Reports and to notify us immediately if you discover errors related to the Services. Please see your Deposit Agreement and Disclosure for important information about error resolution timelines and notifications that may impact your rights and obligations.

Schedule 6 – Integrated Payables Agreement

This Integrated Payables Agreement (“Integrated Payables Agreement”) governs your use of the Integrated Payables Service (the “Service” in this Integrated Payables Agreement) in association with your Accounts (also referred to collectively as the “Account”). By using the Service, you agree to the terms and conditions of this Integrated Payables Agreement and all exhibits, schedules, appendices, addenda and other attachments hereto, which are part of this Integrated Payables Agreement. In the event of a conflict between the terms of this Integrated Payables Agreement and the other terms of the Access Agreement, this Integrated Payables Agreement will control to the extent of such conflict. The terms “we,” “us,” “our,” “River City Bank,” and “Bank” refer to River City Bank. “Customer”, “you” and “your” refer to the party in whose name an Account is maintained, each signer on an Account, and all owners of that Account. The term “Access Agreement” means the Online Cash Management Access Agreement between Bank and you to which this Integrated Payables Agreement is a part.

1. Statement of Service

Subject to the terms and conditions of this Integrated Payables Agreement, Bank shall provide the Service to you, which allows you to send a file of payment instructions (each a “Payment File”) to Bank encompassing multiple payments to multiple payees. The Service is only available for use with payment methods that you have enabled and that Bank has agreed to provide. Available payment methods may vary from time to time at Bank’s sole discretion but may include, for example, checks and transfer by wire and ACH, and, except as such terms are expressly modified herein, continue to be subject to the terms otherwise applicable to such services. It is your responsibility to determine whether the available payment method is acceptable to the applicable payee. You acknowledge and agree that Bank may discontinue this Service, or any related content, features, products or services, or the terms thereof, at any time without notice or liability to you or any third party.

2. Service Portal

This Service requires you to use an electronic portal for transmitting Payment Files to Bank (the “Portal”) as well as computer hardware or software that meets certain technical requirements for the proper delivery of the Service and to ensure you meet your obligation to obtain secure Internet access. You may incur related costs or expenses, including but not limited to telephone service or Internet service charges related to the use of the Service. You are responsible for such costs or expenses associated with meeting and maintaining those technical requirements or additional items necessary to use the Service or the Portal.

You agree that you are solely responsible for the operation and maintenance of all equipment used as part of this Integrated Payables Agreement and will ensure that any vendor recommended maintenance is conducted by trained personnel, whether they are your employees or third-party employees. Bank is not responsible for any computer virus or related problems. Bank is not responsible for any errors or failures resulting from defects in or malfunctions of your computer hardware or software. Bank advises you to scan your computer hardware and software on a regular basis using a reliable computer virus detection product in order to detect and remove computer viruses.

All right, title and interest in and to any and the Portal and all computer programs including without limitation, the object and source codes therefore, and any updates, upgrades, fixes, and enhancements thereto, together with the Procedures (defined below) and any other documentation, user guide, or instructions (collectively, the “Software Program”) used by Bank and you in performing the Service shall be and remain the property of Bank or any of its third party providers, as applicable. Unless otherwise expressly authorized, you may not copy, reproduce, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, or create derivative works of the Software Program in any form. You further agree not to reverse engineer or reverse compile any Software Program. Account, transaction, and other information provided on or through the Portal may not be current or accurate at all times and is provided for information purposes only, and Bank makes no warranty, either express or implied, as to such information or the availability of the Portal and, except as expressly provided hereunder, disclaims all liability or responsibility for any errors or omissions in such information or for interruptions in Service or Portal availability.

3. Transmission of Payment Files; Security

After successful implementation and installation of any software and hardware related to the use of this Service, you agree to submit each Payment File to Bank using the Portal in accordance with the Customer Site User Guide and other Service documentation (“Procedures”) made available to you by Bank. Bank reserves the right to amend the Procedures with or without prior notice to you. Bank will provide you with the most current Procedures upon request. Bank may also provide you with a Security Code to access the Service. You agree to (a) comply with the Procedures, (b) take reasonable steps to safeguard the confidentiality and security of the Security Code, the Procedures and any other proprietary property or information Bank provides to you in connection with the Service; and (c) notify Bank immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. Bank’s procedures are not designed for the detection of errors. Bank will not be obligated to detect errors by you or others, even if Bank takes certain actions from time to time to do so. It is your responsibility to maintain internal controls around the generation of Payment Files or their submission (whether manually or via secure file transfer) to Bank. You expressly acknowledge and agree that (a) Bank is not required to validate the amount, number, timeliness, or payee of any payment instructions or other funds transfer requests submitted as part of any Payment File and (b) in consideration of the efficiency of the Service, any such payment instructions received by Bank through a Payment File using your Security Code(s) and in substantial compliance with the Procedures and this Integrated Payables Agreement (including Attachment A hereto) will be deemed effective as if made by you, and you will be obligated for such payments, even if they are subsequently determined to be unauthorized.

4. Payment Limits and Cut-Off Times

You may send multiple Payment Files to Bank throughout the day. The total dollar value of the Payment File received on any day shall not exceed the dollar amount approved by Bank (the “Payment Limit”). If the total dollar value of the payments instructed in the Payment File exceeds the Payment Limit, Bank may, at its option, refuse to accept the payment instructions in such Payment File that exceed the Payment Limit, or Bank may accept and process the entire Payment File. You agree not to exceed the Payment Limit. Any Payment File must be received by Bank no later than the cut-off time(s) specified in the Procedures or otherwise in connection with the Access Agreement or Portal (each a “Cut-Off Time”). A Payment File which is received after the Cut-Off Time for Payment Files on a banking day or on a non-banking day shall be deemed to have been received on the next banking day. Bank reserves the right to change the number of Payment Files that may be transmitted per day and any Payment Limit or Cut-Off Time. These modifications are effective immediately and may be implemented prior to your receipt of the newly established per-day Payment File limit, Payment Limit, or Cut-Off Time. You may contact Bank at any time to verify the current Payment Limit or Cut-Off Time. It is your responsibility to ensure that any payment instructions submitted as part of Payment Files are submitted in advance of the applicable Cut-Off Time and effective by the applicable payment due date(s). Please note that Cut-Off Times are not necessarily the same and may be earlier than other Service transaction cut-off times.

5. Receipt of Payment File

A Payment File is received by Bank when a complete Payment File has been actually delivered to Bank and accepted by Bank as being in conformity with the Procedures and any other applicable Bank technical and operational requirements. For purposes of determining when a Payment File has been delivered and received, Bank’s records shall be determinative. You agree that you will remain liable for and that Bank shall not be accountable to you for a Payment File that is not received by Bank and for a Payment File that is intercepted or altered by an unauthorized third party. You agree that Bank has no obligation to accept or receive a Payment File and therefore may reject any Payment File submitted by you. Bank has no obligation to notify you of the rejection of a Payment File. Bank shall have no liability to you for full or partial rejection of a Payment File or for failure to notify you of a rejection. Upon receipt of the Payment File submitted by you, Bank may examine the Payment File to ensure that you have followed the established Procedures. If you have not followed the Procedures or if errors exist in the instructions or other data contained in the Payment File, Bank, in its sole discretion, may reject and not accept the entire Payment File or Bank may elect to correct the error, accept and process the Payment File. Bank may also reject Payment Files for other reasons in its sole discretion, including if funds in your Account(s) are insufficient for the purpose of completing the requested payments. Notwithstanding the fact that Bank has accepted a Payment File for effecting payment, you will remain liable to Bank for any errors, inaccuracies, breach of warranties and any other loss sustained by or claim made against Bank on the part of any party in connection with such Payment File and underlying payment instructions. You authorize Bank to complete each payment instruction contained in a Payment File and to debit your Account(s) in an amount or amounts necessary to do so. Except as expressly provided in the Procedures, you have no right to cancel or amend any Payment File or any payment instruction or other information contained therein once it has been received by Bank. In addition to any other rights Bank may have in such data as described in the Deposit Agreement and Disclosure, Bank may use any Payment File information or other data collected or submitted through the Portal, or any related customer service communications, for the purposes described in this Integrated Payables Agreement; to copy, use, and distribute such data to third parties consistent with such purposes; to analyze, develop, modify, offer, or extend the Services or other services; to manage risk to Bank, you, or third parties; and to comply with applicable Rules.

6. Laws, Rules and Regulations

You agree to comply with all existing and future operating procedures used by Bank for processing of transactions. You further agree to comply with and be bound by all state or federal laws, rules and regulations affecting the use of checks, drafts, wires, ACH transactions, and other payment methods that may be applicable to the Service and associated transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission (FTC), the Board of Governors of the Federal Reserve, National Check Exchange (NCE), Small Value Payments Customer (SVPCo), Viewpointe, Endpoint Exchange, Electronic Check Clearing House Organization (ECCHO) and any other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound. These laws, procedures, rules, regulations, and definitions (collectively the “Rules”) are incorporated herein by reference. In the event of conflict between the terms of this Integrated Payables Agreement and the Rules, the Rules will control the interpretation of this Integrated Payables Agreement to the extent of such conflict.

7. Warranties

In addition to any other representations and warranties provided in the Access Agreement and the Deposit Agreement and Disclosure, you represent and warrant the following to Bank:

7.1 Payments Compliance

All Payment Files and payment instructions submitted by you are authorized by and comply with this Integrated Payables Agreement, the Procedures, the Access Agreement, the Deposit Agreement and Disclosure, and the Rules.

7.2 Payment File Quality

Payment Files contain a complete and accurate description of payments you authorize and instruct to be made.

7.3 Computer Virus

Payment Files do not contain computer viruses or other harmful, intrusive, or invasive codes.

8. Fees and Charges

So long as this Integrated Payables Agreement remains in effect, you agree to pay to Bank the normal account service charges established from time to time by Bank and, in addition thereto, the fees and charges set forth in the Cash Management Schedule of Fees, the Integrated Payables fee schedule, and such other fees and charges as may be agreed upon from time to time in writing by you and Bank.

You authorize Bank to deduct any charges for Services from the Account, even if such deduction causes an overdraft to the Account. Should you fail or refuse to pay any charges under this Integrated Payables Agreement, you agree to pay any collection costs (including reasonable attorney’s fees) which may be incurred by Bank.

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

9. Bank Duties

Our duties and responsibilities related to Services are limited to those described in this Integrated Payables Agreement, related agreements, and in deposit agreements between you and Bank. Bank will use ordinary care in performing its responsibilities under this Integrated Payables Agreement.

10. Indemnification and Liability

Except for those losses caused directly by Bank’s failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees), whether of yours or any third party, arising from or related in any way to this Integrated Payables Agreement, including but not limited to such losses or other matters relating to (i) any Services performed in connection with this Integrated Payables Agreement, (ii) Bank’s action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Bank to be your Authorized Agent, including any warranties or indemnities we provide to paying, depository, or other banks in connection with acting on Payment Files, (iii) all losses and expenses incurred by Bank arising out of your transmission of incorrect data to Bank or failure to maintain compliance with the Rules, (iv) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Integrated Payables Agreement, and (v) your breach of applicable Rules.

11. Services from Others

You may be using special equipment, services or software provided by a third party to assist it or you in processing Payment Files hereunder (“Third Party”). You (i) agree that any Third Party is acting as your agent in the delivery of Payment Files to Bank, and (ii) agree to assume full responsibility and liability for any failure of that Third Party to comply with the laws, Rules or this Integrated Payables Agreement. Bank will not be liable for any losses or additional costs incurred by you as a result of any error by a Third Party or a malfunction of equipment provided by a Third Party. You must provide at least 10 days advance written notice to Bank in the event you use any such Third Party. You are solely responsible for maintaining compliance with the requirements of any Third Party, including obtaining any software updates and compliance with any Third Party terms and conditions or other agreements to which you have agreed. Bank shall not have any responsibility for any Payment File handled by a Third Party until that point in time when Bank receives a Payment File from such Third Party for processing in accordance with this Integrated Payables Agreement and only to the extent provided by hereunder.

12. Monitoring by You; Questions or Error Correction for the Service

Effective 5/2023