HomeMy WebLinkAboutContract 45064 CITY SECRETARY
C014TRACT NO,
BANKING SERVICES AGREEMENT
This Banking Services Agreement (this "Agreement") is made under the auspices of Chapter 105
of the Texas Local Government Code, Depositories for Municipal Funds, and entered into this
the 4t_ day of,_�,,�� 2013, by and between the City of Fort Worth, Texas,
hereinafter referred to as CITY, whose address is City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, and JPMorgan Chase Bank, N.A., hereinafter referred to as BANK, whose
principal office for the purpose of this Agreement is located at 420 Th-rockmorton, Fort Worth,
Texas 76102.
PURPOSE OF AGREEMENT
The purpose of this Agreement is to state the terms and conditions under which the BANK will
serve as a depository and provide banking services for the CITY.
I.
SERVICES TO BE PROVIDED
The BANK will perform the following services required of the CITY's depository as described
in the following schedules:
A. CITY's Request for Proposal for Banking Services, RFP 13-0166, hereafter "1ZFP'11
which is incorporated herein for all purposes
B. BANK's Ban-king Services Bid Response Package dated June 20, 2013, hereafter "Bid
Response," which is incorporated herein for all purposes
C. Specific Ban-king Services Agreements, hereafter "Service Agreements" which are
attached hereto and incorporated herein for all purposes
These schedules, along with this Agreement shall collectively be referred to as the Contract
Documents. In the event of a conflict between the Contract Documents, the order of precedence
shall be this Agreement, the RFP, the Bid Response and the Service Agreements.
The BANK shall further provide such ban-king services related to the scope of this Agreement
but not specifically listed herein and at such reasonable prices as may be mutually agreed upon in
writing between the BANK and CITY through the City Manager.
11.
COMPENSATION
In consideration of the services to be performed by the BANK, CITY shall pay for the ban-king
services provided in the manner specified in BANK's Bid Response. Payments under this
Agreement shall not exceed One Million Three Hundred Thousand Dollars ($1,300,000.00)
during the Initial Term, and shall be based on actual monthly volume times the single unit cost as
specified in BANK's Bid Response. Payments will be made quarterly.
CO
JPMorgan Chase—CFW RD
Banking Services Agreement C 2013 OFFICIAL FtE
T 3 1, CITY SE °"MY
Page I of 4 FE ' (WHI
TERM OF AGREEMENT
This Agreement and the Contract Documents shall govern all services for a period beginning
October 1, 2013, and shall continue until September 30, 2016 (the "Initial Term"), unless
terminated sooner by a 90-day written notice by either party. The Agreement may be renewed
for up to two additional, one-year periods by mutual written agreement.
CITY and BANK further agree that in the event a different bank is selected to provide banking
services for the year following the expiration of this Agreement, BANK will assist in the
transition and provide such banking services as CITY may request in the same manner and at the
same cost as provided in the Agreement, for a period of up to 90 days after the expiration of the
Agreement.
Should either CITY or BANK breach the terms of this Agreement or default on any of its
obligations hereunder, after due notice this Agreement may be terminated for cause upon 30 days
written notice by the other party.
IV.
NOTICES
Any notices to be given hereunder by wither party to the other may be effected, in writing, either
by personal delivery or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the address of the parties as they appear in the
introductory paragraph of the Agreement, but each party may change this address by written
notice in accordance with this paragraph.
V.
COMPLIANCE WITH APPLICABLE STATUTES, ORDINANCES AND
REGULATIONS
In performing the services required under this Agreement, the BANK shall comply with all
applicable Federal, State and local laws, ordinances and regulations that by their terms are
applicable to BANK as provider of the services hereunder.
V1.
ASSIGNMENTS
Except as otherwise provided in this section, the BANK shall not assign this Agreement or any
interest or obligation hereunder without prior written consent of the CITY through its City
Manager. The CITY's consent shall not be required where the assignment is due to a
reorganization, merger, or consolidation of BANK's business, provided, however, that BANK
shall provide CITY with written notice of such an action within a reasonable period of time after
the action taking effect.
JPMorgan Chase—CFW
Banking Services Agreement
Page 2 of 4
VII.
MISCELLANEOUS
I The City is a governmental entity under the laws of the state of Texas and pursuant to
Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental
Units," is self-insured and therefore is not required to purchase insurance. To the extent
the Contract Documents require the City to purchase insurance, the City will provide a
letter of self-insured status as requested by Bank.
2. To the extent the Contract Documents require the City to indemnify or hold Bank or any
third party harmless from damages of any kind or character, such obligations are binding
upon the City only to the extent permitted by law.
3. To the extent the Contract Documents require the City to pay attorneys' fees for any
action contemplated or taken, or penalties or liquidated damages in any amount, such
obligations are binding upon the City only to the extent permitted by law,
4. Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent the
Contract Documents require the City to waive its rights or immunities as a government
entity, such provisions are hereby deleted and shall have no force or effect.
5. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed
that all obligations of the City hereunder are subject to the availability of funds. If such
funds are not appropriated or become unavailable, the City shall have the right to
terminate this Agreement.
6. This instrument contains the entire Agreement between the parties relating to the rights
herein granted and obligations herein assigned. Any oral representations or modifications
concerning this instrument shall be of no force or effect excepting a subsequent
modification in writing and signed by the parties. This Agreement may be amended only
upon written consent of both parties.
7. This Agreement shall be construed under and in accordance with the laws of the State of
Texas, and all obligations of the parties created hereunder are performable in Tarrant
County, Texas.
8. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective legal representatives and successors.
9. In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforecability shall not affect any other provisions thereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained.
JPMorgan Chase—CFW
Banking Services Agreement
Page 3 of 4
10. "This Agreement and the schedules constitute the sole and only agreement of the parties
hereto and supersedes any prior understanding or written or oral agreement between the parties
respecting the within subject matter.
Executed on the day and year first above written, Tarrant County, Texas.
FOR T]JL-CITY OF FORT WORTH: FOR JPM R N ASE BANK, N.A.:
BY: �. BY:
--�.--.
Susan lan• J. Micha lsan, Senior Vice President
Assistant City Manager
APPI2OV 0 F 1�1V1 w LEGALITY:
BY:
Denis McElroy
Assistant City Attorie .•
ATTES ...
BY:
y� Kay se .
M J. Ida
City Secretary"""
OFFICIAL RECORD
JPMorgan Chase_CFW CITY SECRETARY
Banking Services Agreement
-
Acco u n t "Tern't s
vE3_Qs_24 13
INTRODUCTION
This document (the "Account Tennnl. omtama the general tems, conditions and other disclosures for the accounts and services ne|moteU by the
Customer and constitutes an agreement between the Bank and the Cumomec References to "the Banx^, when used in the Account Terms, shall
mean JpMv,gmn Chase Bank, N.A., and any of its affiliates or subsidiaries. References to the "Customer" in the Account Terms men
the
gove,nmenta|, nnnpmfit, or business entity to which the Bank, as on independent contnoun', provides oconvnm and services. All accounts subject to
the Account Terms am` regardless of their location, referred to in this document as "Accounts". The Account Terms may
be supplemented or
amended by existing n,future agreements, tunns, conditions and nm|ces, induding, but not limited tn any terms contained in an account application,
country addendum, signature card or similar document for an Account or arrangements regarding specific types or Accounts nr services (^Gewcas^
'offered by the Banx, as described herein or which bv their terms ("Service Terms") are subject to the Account Terms. By signing the signature card,
and such supplements, amendments, agreements,terms, conditions, notices or Service Terms,as applicable.
The Accounts established with the Bank are subject to the Account Terms and relevant Account documentation, which o»on include jurisdiction
specific provisions set forth in on account application or uovntn+speri8caugendvm for the jurisdiction in which the Accounts are held (collectively,
"Account Documentation"), The Customer shall not transfer any orits rights and obligations in em Account nrwith respect ma Sem|ma, or create any
form of security interest over such rights and obligations in an Account,without the prior written consent of the Bank.
The Account Terms or Service Terms may vary applicable law or regulation to the maximum extent permitted under any such law or regulation. Any
provision uf applicable law o,regulation that cannot be varied shall supersede any conflicting term of the Account Terms or Service Terms.
1. Authorized Persons.
1.1 The Bank is authorized to rely upon any document that indicates the person authorized to act on behalf of the Customer("Authorized Person")
with respect to the Accounts and Semioeo, until the authority for such Authorized Person is withdrawn by the Customer upon wmmo notice to
the Bank, and the Bank has had a reasonable opportunity to act on the termination instruction, The Customer will provide specimen signatures
nf such Authorized Person tu the Bank in the manner requested by the Bank,
1.2 Each Authorized Ponmn, subject to any written limitation provided by the Customer and received and accepted by the sanx, is eumn,izoo on
behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized
Persons; execute u, otherwise agree to any form of agreement relating to the Accounts or Services, including, without limitation, Account
Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial
transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial
instruments ("Items"); mcoiwa materials m|m\ad to security procedvme� and give instructions (^|notrvdivnu^)` including, without |imi/a\ion,
requests and payment orders, by means other than the signing of an |tem, with respect m any Account transaction. Without |m"matmo, such
mmmuinns may be given singly or otherwise regarding: (i) the payment, transfer or withdrawal of funds by wire, computer nrother electronic
moans` or vmawmso; (ii) money, credito, items or property at any time held by the Bank for oomvnt of the Customer; or (m) any other
transaction or the Customer with the Bank.
1.3 If the Customer provides the Bank with facsimile signature sperinmne, or if the Customer iosvom Items with a facsimile signature on one or
more occasions, the Bank is authorized to pay Items signed by facsimile signature (indvding, but not limited tv, computer generated
signatures)if the actual n,purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by
the Customer,or resembles a specimen facsimile signature otherwise employed for the Customer's benefit.
1.* The Customer represents ma/, prior to submitting any document or |nfonnaunn, mdvmng mmvgx any electronic \ransm|ssion, which
designates the persons authorized to act on the Customer's behalf. including as a user of the Bank's electronic access systems,the Customer
shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for
the purposes of providing the Service.
2. Instructions;Security Procedures,
21 The Bank and the Customer may from time m time agree upon a security procedure mue followed by the Customer upon the issuance ofen
instruction and/or bythe Bank upon the receipt o,un mvtmction, so asm enable the aonx m verify that such Instruction is effective an that o,
the Customer. Anocumy procedure may require the use of algorithms o, other codes, identifying words or nvmxem, oncrypuon, call back
procedures n,similar security devices. U is understood that such security procedure is designed to verify the authenticity of, and not to detect
errors in. Instructions. The Customer agrees msafeguard such security procedure and to make u available only m persons duly authorized.
Any Instruction,the authenticity nf which has been verified through such security procedure, shall be effective as that of the Customer,whether
or not aumn,ized An authenticated Gvv|pT o,»oet-to'xost(secure communications channel for data transfer) m0000go issued to the Bank in
the name vr the Customer shall bedeemed to have been given byonAuthorized Person. The Customer shall uo bound by and adhere wthe
security procedures for use of the Service advised to itinwriting or electronically by the Banx, as may be revised from time mtime upon notice
m the Customer.
Page 1oxa
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2.2 K the Customer, other than with respect to security procedures,chooses to confirm an Instruction, any confirmation must ue clearly marked ea such, aod, if there is any discrepancy between an Instruction and a confirmation, the terms or the'Instruction shall prevail. Subject to Section
5.6, the Bank may, at its option, use any means to confirm or clarify any request or Instruction, even if any agreed security procedure appears
to have been followed. The Bank is,not obligated to confirm any Instructions, |,the Bank is not satisfied with any confirmation u,clarification, it
may decline to honor the Instruction.
2.3 This Section 2.3 shall govern arrangements where the Customer authorizes the Bank on allow a third party (a "Third Party") to access and
provide Instructions against an Account, ino|vmng,without xmitauon,to initiate payments and transfers against an Account, The Customer may
request that the Bank pnm�o access to a^ A�ovntw aTxim Panyuysubmxoing an ucnoum request in a ,onn amm�amo w mo Bank (an
"Access
(a) The Customer confirms that the Third Pwny, as set forth in the Access noqvast, is authorized by the Customer to issue Instructions to the
Bank and to oocemu and receive balance and transaction information(including without limitation account statements, information reporting
and transaction muvicos) in relation to an Account via any method of communication, including but not limited to the eonx'v electronic
channels,facsimile transmission,in writing, by telephone and SWIFT(each a"Delivery Method").
(W Subject to the Third Party's completion of mnpmp,iaha documentation <on may be required by the oanx>. the Third Party may issue
Instructions and ammoa the Account oo contemplated hereunder. The Bank is authorized to act upon any Instruction that it receives from
the Third Party on behalf o,the Cuotome,, regardless cvthe identity nvthe individual transmitting the Instruction and without any further
authority from or reference to the Costomo,, provided that the Instruction is verified pursuant to the agreed upon security pmcodureo, and
notwithstanding that the motmmiun may result in an overdraft ofonAccount. The Customer acknowledges that the Qonx is authorized to
act upon any Instructions purported to be given by any signatory cv the Third Party who has been nominated uy the Third Party in afovn
acceptable to the Bank, and such signatory of the Third Party shall be deemed an Authorized Person with respect to the provisions of these
Account Terms relating to the use of Accounts and the giving of Instructions with respect to the Accounts. The Bank is authorized to act
upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are
associated with the Customer o,the Third Party.
(c) Instructions given by the Third Party with respect man Account pursuant to the terms of this Section 23 shall be deemed\oUoInstructions
or communications given on behalf ofthe Customer for all pv,puoos v,these Account Terms.
<d> The Customer may revoke an Access Request at any time bygiving the Bank written notice of such revocation. The nuUma of revocation
shall bosent to the address of the Bank officer or service representative managing the Account or to any other address notified by the Bank
to the Customer from time to time.The Bank shall have a reasonable time to act on any notice received.
3. Deposits.
3.1 All Items deposited or cashed are received for collection only,and are received subject tu final payment, The Bank may agree with other banks
and clearing houses to vary n,ocodvmo regarding the collection or return of Items, and gmaunnoo to the extent permitted by applicable law o,
practice. The Ban* chooses the method of collecting Items and may use uxxo, banks in the pmm*uo The Bank will present Items in
accordance with the custom and practice or the jurisdiction in which the komo are collected. The eonx is not responsible for actions taken by
other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit, The Customer agrees m use reasonable
efforts to.assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession.
3.2 Credits and deposits/oan Account will be available in accordance with the Bank's availability policy and in accordance with applicable laws. If
the Bank credits an Account: (i) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the
Bank, or(0) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds
for the Customer's credit for value u^the date advised byv,on behalf of the Customer,or|/final settlement ia not received by the Bank for any
reason, then the Bank shall bo entitled tv debit any Account o,the Customer with the amount previously credited*nd/u,with any other charges
incurred,even if doing oo creates o,increases anoverdraft.
13 If an Item is processed by the Bank on a collection baviv, the eonx may defer credit v,payment for o ,omounama Umo, in accordance with its
practices,without dishonor;and the Bank shall not ho obligated thereon until it has remitted final payment.
4. Payment n,Items.
*1 The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual pmoeUvrem, inn|uding, without limitation,
any item that purports muee substitute check. The Bank isauthorized to debit the Account on which the Item iv drawn un the day the Item iv
presented, certified or accopou, or at such earlier time that the Bank receives notice by electronic or vme,means that an Item drawn on an
Account has been uenoaiom for collection. The Bank may determine Account balances in order m decide whether to dishonor on Item for
insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make nn more than
one such determination.
4.2 The Bank io authorized w pay all Items presented toitorcashed at the Bank, regardless o/amount andwnxuvt inquiry vn\o the circumstances
of issue, negotiation or endorsement or as to the disposition of proceeds,even if drawn,endorsed or payable to cash,bearer or the order of the
signer or any Authorized Person or to a lender in payment of that individual's obligations.
Page 2cf8
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4.3 The Customer shall immediately notify the Bank nkbecomes aware that any Items (whether completed or blank) are lost or stolen, The cuamme,ahannmvmohsAucovntma|mwanvm|rdparty tn issue checks o,otherwise use the Account unless specifically agreed min writing
uythe Bank. The Customer shall not issue Items that are post-dateo. and the Bank shall not be liable for any damages caused by premature
payment or certification of a post-dated Item, Further,the Customer shall not put any condition, restriction or legend on any Item, and the Bank
ix not required tu comply with any such condition, restriction orlegend.
*.* The Bank may process any Item by electronic means, All Items the Customer draws against any Account must comply with the Bank's check
specifications and image standards, published from time mtime, and industry standards. The Bank shall not be liable for damages u,losses
due tu any delay orfailure in nmovri^g, collecting or paying Items not conforming to such specifications or standards, except m the extent such
losses or damages are the direct result of the Bank's gross negligence u,willful misconduct,
5. Funds Transfer Instructions.
5.1 The Customer may issue rumum transfer |nxtmcUunx against Accounts, subject to the Bank's acceptance. Fonds transfer Instructions will he
reooived, nmoeaseu and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut-off hours on such
days. Communications requesting cancellation o, amendment of payment orders must be mm:*od at a time and in a manner affording the
Bank a reasonable opportunity to act on the communication. The Customer may rew,mn, amonu, ounoe| or mvnxo any|nxtmoduno only with
the consent of the Bank and the beneficiary's bank. The Bank will debit the Account for the amount o/each funds transfer Instruction accepted
by the Bunk, and the Customer authorizes the Bank to debit the Account for all fees associated with any funds transfer|nutmomn, including
debit and credit processing charges, or to otherwise deduct such fees from the amount of the payment order. In processing the funds transfer,
other banks may deduct fees from the payment order issued tothem. mu restrictions upon the acceptance n,funds transfer Instructions bythe
Bank ur upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to
inquire into the circumstances ur any transaction,
5.2 Notwithstanding any Instructions by the Customer to the contrary. the Bank reserves the nDm to use any funds transfer system and any
intermediary bank in the execution or any funds transfer Instruction and may otherwise use any means of :xocvhnO the funds transfer
Instruction which the Bank deems reasonable in the circumstances,
5.3 In connection with any funds transfer, the Bank and other financial institutions may rely upon the identifying number u/the bonefioiary, the
beneficiary's bank orany intermediary bank included in the funds transfer. mon, the beneficiary's bank in the funds transfer Instruction may
make payment un the basis of the identifying number even though it identifies u person different from the named beneficiary, Accordingly,the
Customer shall be responsible for the consequences of any inconsistency between the name and identifying nvmuo,^ as inv/ruuvu, of any
party in such a funds transfer Instruction.
5.4 If the Bank accepts a funds transfer Instruction issued in(i)the Customer's name for payment in a currency(the"Non-Account Currency")other
than the currency (the"Account Cv,mnc9`)uf the Account o,(ii) a Non-Account Currency where the Customer imthe beneficiary, the Bank is
authorized (unless otherwise agreed in writing and subject to any restrictions under applicable law or regulations) to enter into a foreign
exchange transaction with the Customer to convert the relevant amount ofNon,Aocovnt Currency into an amount of Account Currency at e
foreign exchange mm and spreod, and at such date and dmo, as the Bank determines in its discretion. In the case of an Instruction for
payment in u Non Account Cv,mnov. the Bank is authorized to debit the Account for the converted amount of Account Currency, The
applicable foreign exchange rate may differ from rates at which comparable transactions are entered into with other customers or the range of
foreign oxdna^go nstoo at which the Bank otherwise enters into foreign exchange transactions on the relevant date. Any such foreign
exchange transaction will be bowvman the Bank and the Customer as princina|v, and the Bank will not be acting as agent o,fiduciary for the
Customer.
Notwithstanding any prior action or course of dealing, subject to applicable law and regulations, the Bank has no uWiouuon to cancel, reverse
or otherwise buy buox foreign currencies purchased by the Customer under Service and the Bank makes no commitment to buy be*
currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased.
5.5 If the Customer elects to settle foreign exchange transactions by draft,the Customer acknowledges and agrees that in the event the draft ienot
presented for payment within one hundred eighty (1DQ) calendar days from the date ofissuance, the Bank, subject to any restrictions under
applicable law or regulations, shall have the right to cancel the draft,and the Customer authorizes the Bank to reconvert the funds and re-credit
the Customer's Account in-the Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in
its discretion. If the remitter is no longer a customer u,the 8unx. the Bank may, in its mocexion, transfer balances to an unclaimed moneys
account, or issue cashier's check, sending it to the address of the Customer on the books and enoma of the Bank. In the event that the
puye*, holder or other third party claims against the Bonk on e cancelled dmM, the Customer agrees that it shall be responsible for any|nasem
in connection with such canoeoauon, including any amount recmuited or otherwise paid to the Customer. The Cvomnne,acknowledges and
aomov that applicable oomica ohamov and axpenona, including stop payment and periodic maintenance fees, may be o»ameu to the
Customer's Account o,otherwise deducted from the amount mue paid to the Customer.
5.6 Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the authenticity of oral or written (including those
transmitted by facsimile) funds transfer Instructions may. at the Bank's discretion, be verified by telephonic call-back confirmation with an
Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. The Customer further
agrees to be bound by such funds transfer Instructions,whether u,not authorized, if issued in the name of the Customer using such security
procedure.
6. Interest;Fees;Taxes.
Page 3or8
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oJ The Bank may pay interest on certain balances in interest-bearing Accounts at o rate determined by the Bank The Bank may adjust interest
paid (or principal, if permitted by law) and/or impose any charges on time deposit Accounts or fixed term Accounts from which withdrawals are
made prior to maturity. Early withdrawal charges may require a reduction in the principal amount if the amount of accrued and unpaid interest
on the deposit is less than the charge. Where the Bank makes a payment ufinterest to the Customer, the Bank is authorized to deduct
vmmxoNany sum vn account of any tax required, o,which ini�v�wis�qu|�u. tuoesooadu�eunrvwmhemo,h'rwmnhitivin its view|�b-
v,amovntah|oby�*o,p��:oeof any relevant n=enveaut»o,i�of any]uriou"�ionand in each case inacovmanuow�x the aanKxusual—rm
cummma�bu»inesspm��wanumeoankx»aopmyt»enetamountuf�uin�estmthoCuammer. -
o.2
(m) The Bonk may imposo, nh*rgo, pass-through and modify fees and/or charges for Accounts and Services provided by the Benx, indumng,
but not limited m, tmnoaction, maintenenoe, ua/mnco-dehcionqx and service fees and other oxarges, including moma levied by any
governmental authority and taxes (collectively "Fees"). The Cvo,mne, will pay an Fees. The Bank may from time to time receive
ovmmisoion, rebate o,similar payments from other banks or third parties which may do,mm from a pnmvm of the Fees ultimately borne by
the Customer.The Bank may debit any Account for Fees,whether or not such debit may result in an overdraft of the Account.
(b) All payments(inclusive of. but not limited to. Fees and interest on overdrafts)from the Customer mthe Bank shall be in full,without set-off
or counterclaim, and free of any deduction or withholdings related to any tax or other claim, unless a deduction or withholding is required by
law, If any deduction or withholding is required by law in respect of any payment due to the Bank,the Customer shall:
(i) ensure that the deduction or withholding is made;
(ii) pay the full amount deducted or withheld applicable authority in accordance with the applicable law;
(iii) if the payment is to be made by the Customer, increase the payment in respect of which the deduction or withholding is required
so that the net amount received by the Bank after the deduction or withholding shall be equal to the amount which the Bank
would have been entitled m receive m the absence of any requirement tu make any deduction or withholding;and
(iv) deliver to the Bank, within thirty ways after it has made the payment to the applicable amxnmy, a certified copy of the original
receipt ivsvou by the authority. evidencing the payment mthe authority ofall amounts required to be uauuctou or withheld,
6.3 In addition to any Fees or other amounts doa. the Customer will pay or reimburse the Bank for any taxes (inc|uding, but not |knhed to, value
added tawao, no|oa mxoo and similar taxes). |ovies, impmstn, ueductivna, uharges, otamp, transaction and other duties and withholdings
(together with any related interest,penalties,fines, and expenses) in connection with the Account or Services (including payments or receipts to
an xmm=V except if imposed on the overall net income of the Bank. The Customer will provide the Bonk such documentation, uoc|anumoo,
certifications and information aothe Bank may require in connection with taxation and warrants that such information|s true and correct in every
respect and shall immediately notify the Bank if any information requires updating or correction.
7. Account Statements.
The Bank will issue Account otatemema, nonnmnauonm, or ad,imau ("Account Statements") at the frequency and in the nmanno, advised to the
Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and
any accompanying Items which it receives or is made available to it by the Bank and reporting any irregularities to the aonx in wrbing, including any
claim of improper or unauthorized funds transfer activity. The Bank shall not um responsible for the Customer's reliance on balance, transaction or
related information that issubsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank,
Internet Account Statements or electronic Account Statements, if applicable, shall he deemed by the Customer and the Bank to be available tvthe
Customer when the Account Statements are posted on the Internet and the Bank sends an electronic mail notification of availability to the Customer,
nr when the Bank sends the electronic Account Statement m the Customer. For purposes m determining when on item ix sent m the Customer, an
image of an Item or information identifying the Item(i.e. Item number, amount and date of payment)is a sufficient substitute for the actual Item.
u. Overdrafts.
8.1 The Bonk may debit the Account even though the debit may bring aunm or increase an overdraft. Unless otherwise agreed in wrihng, any
overdraft axuU be immediately due and payable by the Customer to the Bank. If the Bank permits an ovendraM, the Bank is authorized to
charge interest on the amount of the overdraft as long as the overdraft is outstanding, at the rate determined by the Bank, upm the maximum
rate penniKoU by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to
applicable laws and regulations, interest shall remain applicable to any negative balance in the Account notwithstanding closure of the Account
and/or termination of these Account Terms. Whether or not the Bank pays an Item that brings about or increases an overdraft,the Bank may
deduct the applicable fees and expenses from the Account without notice. Unless agreed in*minQ` the Bank in under no obligation to ponnh
any overdraft or to continue to permit overdrafts after having permitted an overdraft,notwithstanding any prior action or course of dealing.
0.2 When Items and other debits tnthe Account are presented to the Bank for payment on the same day and there are insufficient available funds
in the Account to an of these transactions, the avnx may choose the omo, in which it pays twnoamiono, including, without limitation, the
largest transaction first or any other order determined by the Bank. in its sole discretion.
B. Set Off.
Page 4vf8
^ ^
The 8wnx may at any time without prejudice to any other rights which it may have, nd without prior notice or demand for payment, combine,
consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or
standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates.
The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may
effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it
considers necessary. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to
secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates.
10. Agents; Information.
The Customer authorizes the Bank to retain agents to perform data processing, collection and other services in connection with the Accounts
and Services. The Customer authorizes the Bank and its affiliates to disclose Account Documentation, information with respect to accounts and
services provided m the Customer, any banking transaction, o,the Customer itself, if such disclosure is: (V necessary o,desirable, i^the Bank's
opinion, for the Bank to perform its duties o,exercise its powers and rights; (mma proposed assignee nr the rights nf the Bank� (iii)ma bmnch,
affiliate, subsidiary, | or agent of the smnx or to he auditors, regulators or legal auv�ao� (k) m the auditors of the Customer
(v) to
umnuhes,subsidiaries and affiliates for compliance with "know your customer"requirements for purposes of providing products and sonxcau to
the Customer;o,(vi)permitted o/required by applicable law, regardless of whether the disclosure iv made in the country in which the Customer
enidov, in which the Account is maintainou, or in *mcx the transaction is conducted. For the avoidance of doubt, the Bank may uioc|um,, or
may instruct its affiliates to diso|ose, such documentation and information in accordance with the mnno set out herein. The Customer agrees
that such disclosures by the Bank and its offi|ioVox may be transmitted anmon national boundaries and through netwn,ko, including those owned
by third parties.
11.
Liability Limitation; Force Majeue.
11.1 The Bank, its agents, emp/oyeeo, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the
Customer may suffer or incur, except to the extent of direct losses or expenses attributable to the gross negligence or willful misconduct of the
Bunk, its agents, emp|uyees, mffiooro or directors. The Bank, its agents, enp|oyeou, officers and directors shall not, in any event, be liable for
inmrem, opecia|, consequential or punitive woo or damage m any kind (inc|umng, but not limited to lost profits), whether or not h,mveeable,
even if the Bunx, its ogonm, employees, officers directors have been advised of the |om|momu of such loss or umnage, and regardless of
whether the claim for loss or damage is made in negligence,gross negligence,for breach of contract or otherwise;provided, however,that the
foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bunk, its agents, emv|oyeea, officers or
mmuvm.
11.2 Neither the Bank nor the Customer shall be liable for any loss or damage to the other for its failure to perform ur delay in the performance ofits
obligation resulting from an act of God,act of governmental authority,cle jure or de facto, legal constraint,war,terrorism,catastrophe,fire,flood
or electrical, ovmpuver, mechanical or telecommunications fai|u"e, or failure of any agent nrcorrespondent, or unavailability of payment
system,nr any cause beyond its reasonable control.
12, Indemnity.
The Customer agrees to indemnify and h h Bank, its from and against all
claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) resulting directly or indirectly from: (i)
the Bank's acceptance or execution of any request or direction, including,without limitation, Items and Instructions (a)issued in the name of an
Authorized Person, (b) issued in accordance with the agreed upon security procedures or(c) on which the Bank is otherwise permitted to rely;
(ii)the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank
has no responsibility under the Account Terms; or (iii) any action taken by the Bank in accordance with or as contemplated by Section 2.3 of
these Account Terms,
13. mmio:s
All Account Statements and nmioou may be sent to the Customer by ordinary mail. uou,m,. facsimile transmission, electronic transmission
(including but not limited m SWIFT onmmunicouun). through intemetaims. o,bysuch other means aothe Customer and the Bank agree upon
from time to ume, at the anuveaa of the Customer on the books and records ofthe Bank, Unless otherwise orrangeu, all noouoo to the Bank
must be sent to the Bank officer or orwioe representative managing the Account, and must be sent by ordinary mai|, by courier. by facsimile
1rannmisuion, by electronic transmission or by such other means as the Customer and the Bunk agree upon from time 1n time, The Bank ohmU
have o reasonable time»o act on any notices received.
14. Termination.
Unless otherwise agreed, either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than
thirty(30)calendar days'prior written notice of intent to close or terminate, Notwithstanding the foregoing,either party may terminate an Account
or a Service upon written notice to the other party in the event of: (i)a breach of the Account Terms or Service Terms by the other party�(ii)the
other party's inability to meet its debts aa they become due, rece*rmhip, auminiot,atiun, nqviva/iun, or voluntary or involuntary bankruptcy; or
the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors, or anything analogous m the foregoing in
any applicable jurisdiction,or a determination in good faith by the terminating party that the financial or business condition of the other party has
become impaired; (iii)auetennination by the terminating party, in its sole opinion, that termination is necessary u,required by law or regulation,
Page o'x8
' ^
v, aoo na»vn of court mregulatory agency order o, proceeding; or (iv) ' faith belief bythe terminating party that the other party is
engaged activities that are inconsistent with the terminating party's policies. The
Bank shall have reasonable opportunity toom upon any terminatitermination request. The Bank may (but shall not be obliged m) complete all requests and Instructions received by it prior to receipt or the termination request, in addition to any request or Instruction accepted on the day termination is to become effective. Notwithstanding
anything
m the contrary in any Service Terms, upon the closing o/unAccount,all Services linked to such Account are simultaneously terminated(unless
otherwise specifically agreed to by the parties) and the Bank's obligations in respect uf such Account ur Services will terminate. nowove,, any
such closing or termination soe|| not affect the Customer's |iubi|ihcm to the Bank arising prior to, or un, such closing or hcnninahon, all of which
shall continue in full 000m and effect. Interest on overdrafts as provided for in Section e,1 or the Account Tmnnn shall remain applicable many
negative balances on the Account after termination hereof. In the absence of Instructions from the Customer,the Bank may transfer balances to
an unclaimed moneys account, or issue a cashier's check,sending it to the address nf the Customer on the books and records or the Bank.
15. Account Disclosures.
15.1 The Bank may return or refuse to accept an ur any part o,a deposit o,credit m an Account, at any time, and will not be liable m the Customer
for doing so,even if such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. Refused deposits
will be returned m the Customer,
151 The Bank may refuse to a||mm a withdrawal from any Account in certain cases indvumg, but not limited m, cases where: (i) mare is a dispute
about the Account <vn|osu a court or mxe, competent authority has ordered the Bank to allow the withdrawa;; (ii) a |rQo| garnishment or
attachment isserved, including, but not |imnru m. a |evy, restraining notice or court ordor� (m)the Account is being used as collateral msecure
a debt; (iv)Account Documentation has not been presented; or (v) the Customer fails to pay a Bank loan or other debt or obligation to the
Bank nntime.
15�3 Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account inheld;
howovn,, payment may be suspended from time m time in order m comply with any |aw, regulation, governmental decree u,similar order, in
any jurisdiction, for the time period affecting the Bank, its officers, employees. affiliates, subsidiaries, agents or correspondents. The Customer
acknowledges that deposits held ina branch of the Bank located outside the United States are not payable in the United States and: (i)are not
insured by the rouem| momah Insurance Corporation o,any other United States governmental agency; (ii) are subject to cross-border risks;
and(iii)have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank.
16. Governing Law.
18.1 The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each
Account shall be governed by and construed in accordance with the |mwm of the country in which the branch holding the relevant Account is
located.
%3 The Customer and the Bunk hereby irrevocably waive all right to. and will not seek, 1ho| by jury in any actimn, proceeding or counterclaim, of
whatever type or nature, arising out of these Account Terms or the relationship established hereby. Any claim in connection with Accounts
which are the subject of these Account Terms or any Services, unless a shorter period of time is expressly provided, must be brought against
the Bank within two(2)years of the occurrence of the cause of action, except as prohibited by applicable law,
16.3 m relation m each Account, macovrtoofthoouun,ryo,stateinw*iohmebrancxmmcaanxatwxioxmee|r*an\Aoonuntinoo|dshaooave
exclusive jurisdiction to settle any disputes that arise out o,o, are connected with the Account Tonns, the relevant Account Documentation
and/or the relevant Account. This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the
courts of any other country or state with jurisdiction including,to the extent allowed by law, concurrently in any number of countries or states.
17. Miscellaneous.
17.1 If the Account Tonnm, Account Docvmontahvn, mo|uuing, without limitation, Service Terms, are translated into, or appear in a language other
than English,the English language version shall control.
17.2 The term eunm shall iodvuo any successors of the Bank indvmng, without nmbaoon, an assignee or nuomxxvm of JPMorgan Cxee Bank,
N.A. or any affiliate or subsidiary of such bank or any person who, under the laws of the jurisdiction of incorporation or domicile, has assumed
the rights and obligations of the Bank,affiliate or subsidiary hereunder or to which under such laws the same have been transferred.
17.3 Any terms of any oupplement, amendment, aommmnnt. Service Terms or notice that are inconsistent with a provision of the Account Terms
shall supersede the Account Terms' provision for purposes of the particular account or Service which is the subject thereof. The Account
Terms supersede and replace any other account conditions previously sent to the Customer.
17.* Section headings are for convenience only and shall not affect the meaning of the Account Terms. |f any provision uf the Account Terms shall
be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms shall not be affected.
1r.5 The Customer represents and warrants that it shall comply with all applicable laws and regulations. The Bank is required to act in accordance
with Bank policies, the laws and regulations of various jurisdictions relating to the prevention of money laundering and the implementation of
sanuiona, including but not nmmau to regulations issued by the U.G. Omoa v,Foreign Assets Control. The Bank is not obligated to execute
Page 5ufo
payment orders or effect any other transaction where the beneficiary or other payee is a person or entity with whom the Bank is prohibited from
doing business by any law or regulation applicable to the Bank, or in any case where compliance would, in the Bank's opinion, conflict with
applicable law or banking practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a
transaction for such reasons, the Bank may take any action required by any law or regulation applicable to the Bank including, without
limitation,freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability.
17.6 The Bank may change or update these Account Terms or impose other restrictions on the Accounts or Services, as the Bank deems necessary
in the course of its business, at any time, by the sending of notice by means of ordinary mail or through electronic channels. Changes to the
Account Terms which are required by law may be implemented immediately or as required by law. The Bank may waive any of these Account
Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account
Terms or Account Documentation. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers
or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of this
Agreement.
17.7 To the extent that the Customer has or hereafter may acquire any immunity(including sovereign, crown or similar immunity)from jurisdiction of
any court,suit or legal process(whether from service of notice, injunction, attachment,execution or enforcement of any judgment or otherwise),
the Customer irrevocably waives and agrees not to claim such immunity.
17.8 The Customer agrees at its sole expense: (i)to advise each of its employees, officers, agents or other persons accessing any Service by or on
behalf of Customer("Users") of their obligations under the Account Terms or under any Service Terms or ancillary Service material, including,
but not limited to,the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii)to provide the
Bank with all information reasonably necessary to setup and provide Services for the Customer, including, but not limited to, advising the Bank
of the countries from which Users will access any Service via the Internet. Customer shall promptly provide the Bank with a notice of any
claims it receives regarding a Service.
17.9 The Bank or the Customer, at its sole discretion, may make recordings and retain such recordings of telephone conversations between the
Customer and the Bank.
17.10 All payment Instructions,whether Items, payment orders or otherwise, are subject to applicable law and payment system rules.
17.11 The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form
preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or
Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any
forum, venue or jurisdiction, including, without limitation, objections arising from the Bank's role or acquiescence in the destruction of the
originals.
17.12 All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction
with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual
property law. Except as provided herein,the Customer shall not reproduce,transmit, sell,display, distribute,establish any hyperlink to, provide
access to,modify,or commercially exploit in whole or in part any part of a Service,without the prior written consent of the Bank.
17.13 To assist in the fight against the funding of terrorism and money laundering activities, applicable law or regulations may require financial
institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer:
When the Customer opens an account, the Bank may ask for the Customer's name, address, date of birth (for individuals), and/or other
information and documents that will allow the Bank to identify the Customer. The Customer agrees that the Bank also may request and obtain
certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by law or
regulation, shall include any signatory on an Account. If the Customer fails to provide or consent to the provision of any such information, the
Bank may close any Account or discontinue providing any Service without further notice.
17.14 The Customer agrees that the Bank may deliver, make available and/or make accessible terms and conditions applicable to Accounts and
Services to the Customer via electronic means and channels(including but not limited to by posting such terms on a Bank website). The Bank
may request that the Customer"click" its approval of such terms. Subject to applicable law and regulations, the Customer agrees that the act
of "clicking" its approval (or any similar act which has the same effect) with respect to any such terms will be evidence of Customer's
acceptance of the applicable terms and conditions, to the same extent, and with the same force and effect, as if Customer had manually
executed a written version of such terms and conditions.
18. Disputes over Account Funds.
The Bank may refuse to pay out any money from an Account until any dispute over the deposits or funds (including, without limitation, any
dispute over what persons are authorized to represent or act for the Customer) has been resolved by a court,or by agreement of the parties that
is documented to the Bank's satisfaction. The Bank may file an action in interpleader with respect to any money where the Bank has been
notified of disputed claims to that money. If any person asserts that a dispute exists, the Bank is not required to determine whether that dispute
has merit in order to refuse to pay funds or interplead the funds. The Customer agrees to reimburse the Bank for any expenses, including legal
and attorneys'fees that the Bank incurs because of any such dispute.
19. Provisional Recredit.
Page 7 of 8
In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation
of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredit to the
Account,even if that reversal results in an overdraft.
Page 8 of 8
V2 91,091,241,13
Consolidated
Service Ten'"ns
J.1',1. Morgan C.'hase provides an ��Ir ay of treasury services to irieel
your business needs. 11"Js booklet cor twins irnpot-tarit inforn-lation
about J.P. Morgan Chase solutions that we provide. if you would
like lo add a service that is covered in this booklet, please contact
your C.ommercial Banldng Representative
TREASURY SERVICES (United States)
Commercial Bank
VV8|oome to JPMorgan Chase Banh, National Association ("JP. Morgan", "Chase", or "Bank"). We are
pleased that you have decided to maintain 8 banking relationship with US, This Consolidated Service Terms
booklet ("Booklet") contains the terms and conditions for certain C@gh rnonoQenleOt services ("Service
Terms") J.P. Morgan may provide to you By executing the ACCOUDt T8rrnS Acceptance Lettnr, Certificate
Regarding AcCOmnts, Business Signature C8[d, service implementation form or similar document, or by using
or continuing to use any of the services referenced herein after receipt of this E9ook|8t, you agree that the
Service T8rnnS included in this Booklet, in addition to the Account Terms and such supplements,
@DleOdnOeOtS. notices and additional service terms provided to you from time to time will gUVe[O your existing
and future deposit accounts maintained with ua, in addition to those services that the Bank provides to you,
as applicable.
This booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. All
Service Te[nnS are subject to the Bank's Account Terms. Any modifications to this Book|et, including but not
limited to any Ch8OgeS. @DleDdnleOtS` de|9ti0DS. and/or additions, will not be binding UpOD the Bank unless
such modifications are acknowledged and agreed tUit writing by8n officer ofJPW1nrgaDChase.
VVe look forward to serving your business needs and thank you again for choosing Chase.
SERVICES FOR COMMERCIAL BANKING CUSTOMERS
A. ACH Origination
B. ACH Debit Block and Transaction Review
C. UG[) Funds Transfer
D. USC} Funds Transfer By Check
E. LoChbDx
F. Coin & Currency
G Positive Pay, Reverse Positive Pay & Payee Verification
H. Controlled Disbursement
| Image Cash Letter
J Check Print
K. ACH Tax Payment Service Terms
L Client Access
M. Foreign Exchange Payment
���.''.^
The services described herein (each a "Service") are subject to the Bank's Account Terms (as may be amended from time 1ohmo).
which are hereby incorporated by reference into each Bemioo Terms. By using any of the Services described hereunder, the
Customer acknowledges that it has received and agreed to the Account Termu, as supplemented by these Service Terms,
Capitalized 0a/mu in the Service Terms, unless otherwise defined heroin, shall have the meanings set forth in the Account Terms
Service Terms — Consolidated Service Terms Booklet
A. ACH Origination
The Automated Clearing House(ACH)is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions
on behalf of their clients or themselves, The origination of ACH Entries and the transmission and issuance of related transactions and information will
be pursuant to mevo terms and the Operating no|ee and Guidelines (collectively the"Rules") of the National Automated Clearing House Association.
Capitalized terms used in this subpart, unless otherwise defined in this subpart shall have the same meanings auset forth in the Rules. The Customer
and the Bank agree to comply with and be bound by the Rules as in effect from time to time, including without limitation,the provision making payment
of a Credit Entry by an nor| to the Receiver provisional until mm,|pt by the RoF| of final settlement for such C,om\ Entry and the Cvvmmo,
acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the RDFI will be entitled to a refund from
the Receiver of the amount credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry.
1 Service. The Bank pmvidymACM origination Services that will enable the Customer to do one or more of the following: (1)originate ACH
Debit Entries; (2)originate ACH Credit Entries� and(3) issue paper drafts in lieu of ACH Debit Entries(^D'mMs^). m conjunction with originating
Entries o, Drafts, the Customer may instruct the Bank to issue or transmit pm-nvtifioations, requests for reversal u, return, notifications of
change or other information pertaining m the Entries, Origination of ACH credit Entries and origination of ACH Debit Entries(or Drafts)are two
separate Services and approval or setup of one ACH Service does not automatically create the ability to utilize the other, The Rules and these
Service Terms shall apply m all Entries,whether ornot transmitted through anxCHOperator,
x|sthe Customer's responsibility to provide Entries and instructions to the Bank with all the necessary information m complete the Customers
requested transactions. Customer agrees to transmit Entries to Bank in the monno,, at the times and in accordance with approved mauio,
content and format as agreed by Bank and Customer. The Bank may "eject or delay processing transactions or information if instructions are
not complete n,are ineczvrata, contain an inactive Company |oo,otherwise dn not meet the criteria the Bank specifies for acceptance. An
instructions to the Bank must he received by the Bank before the Bank's established cutoff time in order for processing to commence on that
ACH processing day, Any instruction that is incomplete or that the Bank finishes receiving after the relevant cutoff time will be pmoeomad by
the Bank onthe next day the Bank processes ACHtransactions. All transactions are subject m acceptance by the Bank.
The Bank will notify we Customer ofany transactions or other transmissions that one rejected or nammod. If the Customer wants the Bank to
reprocess those transactions or transmissions,the Customer must correct them and resubmit them. The Customer agrees mfurnish the Bank
with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries
originated by the Customer. Customer shall provide Bank's auditors and other personnel with reasonable access at all reasonable times mthe
Customer's facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer's compliance with these Service
Terms and the Rules.
2. Security and Data Protection Procedures; Examination. U the Bank follows agreed upon security procedures,the Bank may
process and transmit transactions orinformation in the Customer's name. Unless the Customer and the Bank otherwise ogee` transmissions
to the Bank will he authenticated and/or encrypted using commercially reasonable security technologies meeting standards acceptable to the
Bank. If the Customer uses a security procedure other than as described in the preceding sentence, the Customer acknowledges that the
Customer chose such other security procedure uMe,the ounx omered, and the Customer decUnau, the option or authenticating or encrypting
and the Customer agrees mhobound by any transaction,whether or not authorized, issued in the Customer's name and accepted by the Bank
in compliance with the security procedure the Customer chose. If the Customer elects not to utilize recommended message authentication
and/or encryption technology, the Customer assumes all responsibility for unauthorized disclosure or unauthorized access to the Cuummm/m
data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver's account number urrouting
number m any third party for such third party's use,directly or indirectly, in initiating a separate Debit,
The Customer shall provide the Bonk with ongoing acce»o, at Bank's oqvost, to all Originators' fi|ov Fvrtxe,, upon notice from Bank, the
Customer shall provide such auditors and other Bank personnel as Bank may,from time to time, designate in writing with reasonable access at
an reasonable times to the Customer's haomuo», data and records relating to the initiation of Entries for the purpose of performing audits to
verify the Customer's compliance with these Service Terms and the Rules, The Customer shall pmvmo, and shall cause its subcontractors m
provide, such avmmm and personnel any assistance that they may reasonably require,
3. Settlement and Exposure Limits. Subject m this subpart, on the settlement date, the Bank will credit the Cvommoru account with
the Bank that the Customer specifies for the total of: (1)the Customer's debit Entries that the Bank processed for settlement that day; (2)drafts
issued for deposit to the Customer's account on that day; and (3)any returned or reversed Credit Entries. The Bank may delay the availability
of funds deposited into the Customer's account by debit Entry or draft until those transactions cannot be reversed in accordance with the Rules
o,applicable law.
0--- .^
The Bank will debit the Customer's Account with the Bank that the Customer specifies for the total vf credit Entries processed in the Customer's
name and for any returned Debit Entries and Drafts. The Bank may i No Customer to pay the Bank the amount of any credit Entries on
the date of transmission to the Bank or otherwise prior to the settlement date, The Bank also may require the Customer to maintain collateral
with the Bank inunamount the Bank specifies,
The Bank may from time tu time establish o,revise maximum dollar limits for the total value of all outstanding files ov credit Entries and/or debit
Entries and Drafts that the Bank will release on the Customer's uoxuV. The Bank may change or cancel the |knbo ut any time without prior
notice^o the Customer, although the Bank will try to notify the Customer before the Bank does that.
4. Warranties; Indemnity. Except as specified below, the Customer will be deemed to make the same warranties to the Bank as the Bank
makes pursuant to the xv|ao. In the case uran Entry originated m another account with the aank, warranties will ue deemed oobegiven as of
the time the Bank first processes the Entry. The Customer will not be deemed to warrant the power of the Bank under applicable law to comply
with the requirements of the Rules or the conformity of Entries and other data the eunx transmits to the 0m specifications contained in the
Rules, The Customer further represents, warrants and covenants that(a)each Entry and Draft it originates will comply with all applicable U.S.
laws and egv|ahvno and acknowledges that Entries may not he initiated that violate the laws of the United States, (b) vn|oso Customer has
identified itself to Bank as aTmrd Party Sender(as defined in Section 7)and obtained Bank's express consent to originate Entries as a Third
Party Sender, Customer will not originate any Entries, or use any of its Company IN to originate Entries, on behalf of third parties (ino|uming.
without limitation, any affiliate of Customer), and(c)Customer will not permit a third party to originate Entries using a Customer account as the
offset account unless Customer obtains Bank's express consent/ouoso,
The Customer agrees m indemnify the Bank and the Bank's employees, vmcurs. dinemumandagentsandhomanv,mom »annlesohomang
against any and all claims, aemande, kaaoo, xaumhus n,expenses(including attorneys' fees and ooatu) resulting directly u,indirectly from (1)
the Customer's breach of any warranty made undo, this section and (u) compliance by Bank and the RDH with any request the Customer
makes for a cancellation, stop payment, reversal o,recall or any Entry,
Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator
or failure m process o,credit o,debit any such Entry.
S. Stop Payments; Reversals and Recalls. Customer's instruction to canme|, stop payment of, reverse or,ouan one or more Entries
must be received by Bank in such time and manner as Bank specifies. Bank will process meoo transactions in accordance with Bank's
pmcouvmu advised to Customer. Any nmo,so| or muon initiated by Bank is subject to acceptance by the RDF|. Entries or other instructions
may not ue amended o,modified.
6. Third-Party Service Providers. The Customer may choose to use a third-party service provider or service bureau to issue Entries or
other inotmctiuno, handle returned Entries or perform other functions for and on the Customer's behalf, If the Bonk ummpto such Entries or
other instructions, the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customer's
provider, and the Customer is responsible for all costs and expenses of the Customer's provider.
7. Third-Party Sender. If the Customer is aTmrd'Party Sender. as such term is hereafter defined, (a) the Customer warrants that the
Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the nv|eo; (u) in any case where the
Originator fails to perform its obligations under the Rules as an 0riginator, the Customer shall indemnify, defend and hold the Bank harmless
from and against any and an c|a»nn. demands, |ossna, uaUmuos and mxpenseo, including attorneys' fees and mmts, that result directly or
indirectly from the failure ofthe Originator to podonn its obligations as an Originator under the Rules; (c) the Customer agrees tocooperate
with the Bank mgammn any request for information concerning the identity ur any Originator: and (u) the Customer represents, warrants and
covenants that neither these Service Tanna nor anything related to the ACH Origination Services violates, contravenes or is inconsistent with
any of the terms, conditions or provisions of any agreement, understanding or arrangement between the Customer and the Originator. Further,
the oonx will na|y on the Customer to ovo|vmto the legitimacy of the OriQmumm and their transactions originated by the Customer and for
ensuring that instructions do not involve illegal activities. The Customer hereby represents and warrants to Bank that Customer(m) conducts
due diligence un each Originator for which the Customer is initiating Entries in accordance with "Know Your Customer'policies and procedures
maintained uy Customer that provide for the gathering of information relating »z the originator's principal business activities and geographic
|uoabun and vonmmoon that the Originator is operating a legitimate business and (u) vonv|any monitors its Originator's transactions for
suspicious activities. Upon request by the Bank,the Customer shall promptly provide to the Bank Customer's written due diligence policies and
procedures and results v,monitoring activities.
The Customer must notify the Bank immediately i,the Customer sumpecmo,Uouomeomwareofunyomivityo,oanaactioopranO,ininam,|hat
the Customer believes may uooron illegal or illegitimate nammortha\imm|veatxopmceedsn/iUoga| act|vityo,motwamonnguctod. mpartor
whole,for the purpose cd disguising the source of funds. The Bank will be entitled at any time upon notice m the Customer mdecline
the ACM Origination 8omices, or terminate the provision nyACM Origination Som|mm. for any Originator on whose behalf the Customer is
originating Entries if the Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator or if the
Bank becomes aware or any information indicating nva»icioua, fraudulent o, illegal activity related to such Originator o,for any other reason.
Customer shall provide the Bank with ongoing access, at Bank's reqvnst, to all Originators' files. Funmo', upon nuhu, from the Bank, the
Customer shall provide such auditors and other Bank personnel as the Bank may, from time to umo, designate in writing with reasonable
access at an reasonable hmno to the Customer's facilities, data and records relating to the initiation or Entries for the purpose of performing
audits wverify the Customer's compliance with this section. As used herein, ^Tmm Party Sender' means an entity that is not anOriginator,
that has authorized an ODF|o,another Third Party Sender to transmit,for the account of the Third Pon9 Sender or another Third Puny Sender,
(i) a credit entry to the account of Rnm:i"n/ in order to effect a payment from the Originator(i.e., the third party on whose behalf the Third
M A �S.A
Party Sender is transmitting the entry) to the Receiver, or(ii) a debit entry to the account of a Receiver in order to effect a payment from the
Receiver to the Originator(i.e., the third party on whose behalf the Third Party Sender is transmitting the entry). Without limitation of the
foregoing, Third Party Senders include U.S. regulated financial institutions, brokers and other financial intermediaries as well as any other
regulated or unregulated payment processors that are customers of the Bank and use their accounts to process payments for third parties
(including affiliates of the customer).
8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with
all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels that support
IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as
to which of Bank's ACH origination channels can be used for IAT origination.
If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency
exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry
Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be
credited to Customer's account in the currency in which Customer's account is denominated, and Customer is responsible for any rate
fluctuations.
In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States,the rights of Bank and
Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank's
jurisdiction.
Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank's or RDFI's review of such
Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement
under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the
Settlement Date be made available to the Receiver at the opening of business on the Settlement Date; cleared IAT Credit Entries must be
made available no later than the Settlement Date of the entry, but funds are not required to be available at opening of business on the
Settlement Date.
9. Termination. In addition to Bank's termination rights under the aforementioned documentation, Bank shall have the right to terminate or
suspend these Service Terms and the Services upon notice to Customer in the event of the Customer's breach of the Rules.
B. ACH Debit Block & ACH Transaction Review
ACH Debit Block is a Service that allows a customer to return ACH debit entries originated to the Customer's account with the Bank. ACH Transaction
review allows the Customer to review ACH debit and credit entries originated and posted to the Customer's account with the Bank and to instruct the
Bank to return some or all of these transactions.
1. ACH Debit Block:
(a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form
acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACH debit was not authorized.
(b) Company ID Numbers. If the Customer elects an option that blocks or allows ACH debits from specified companies,the Customer must
supply the Bank with the applicable ACH Company ID Number of the Originator as it appears on the Company/Batch Header Record. The
Company ID Number will be the sole criterion for blocking Debit Entries (unless Customer has also set maximum dollar limits) and Bank
will have no obligation to take any other steps to determine the identity of the Originator. The Customer will be solely responsible for
obtaining the correct Company ID Number for each such Originator.
The Customer understands that Company ID Numbers are not unique and that a Company ID Number may identify more than one
Originator and one Originator may have multiple Company ID Numbers. The Customer understands that Company ID Numbers are not a
perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses a Company ID Number other than the
one Customer identifies. The Bank will not be responsible for transactions blocked or allowed in accordance with the instructions the
Customer provides for the Company ID Number.
(c) Debits Not Affected by Blocking. ACH debit blocks do not apply to certain transactions. The following types of ACH-related debits will not
be blocked:
• debits to the Customer's account to offset any ACH credit Entries originated by the Customer through Bank;
• reversals of previously received ACH credit Entries;
• returns or reversals by the RDFI of ACH Debit Entries originated by the Customer through the Bank;
• Reclamation Entries;
• debits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other
adjustments or for fees,charges or other amounts the Customer owes the Bank;and
° debits to the Cvnmmnrn account that the Bank posts pvmvam to its internal procedures in order to comply with applicable law,
regulations or payment system rules urguidance.
2. ACH Transaction Review:
(a) The Customer shall use filter criteria available through the service to select the types or categories of incoming xCH debit and/b, omdn
transactions tobe reviewed or the Customer may elect m review all incumingxCH transactions subject to Section 2(d)below,
(b) Based upon the filter criteria selected by the Customer,*CH transactions meeting that criteria will ba made available for the Customer m
review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer's
account. The details provided by the Bank for each Entry will include account numba,, dollar amount. company |D, receiver's nome,
standard entry class code and settlement date,
(o} The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank's designated cutoff time on
the same day as transaction information is made available for those transactions, if any, that are unauthorized and that the Customer
wishes to mmm. The Bank is nnhuod to rely on any instructions that it reoniwoo and that itreasonably believes tob*genuine. The Bank
shall return all such transactions and make corresponding adjustments mthe Customer's account w which the transactions had been
posted. An transactions reported to the Customer an to which Bank does not receive a timely mmm instruction from the Customer will
remain posted,
(d) The following types ofACH transactions will not he made available for the Customer's review and dnuisioning:
^ debits o,credits m the Customer's account m offset any^CH Entries originated by the Customer through the Bank;
^ reversals ofpreviously received xCHEntries;
° returns or reversals by the RDF1 of ACH Entries originated by the Customer through the Bank;
° Reclamation Entries;
, debits or credits to the Customer's account initiated by the Bank o,Bank's agent to correct pmm,vviny e,,u,s, effect back valuations,
make other adjustments,or to comply with legal requirements or for fees or charges the Customer owes the Bank;and
^ if the Customer is also subscribing to the ACH Debit Block service,any transactions blocked and returned pursuant to that service.
(e) Certain transactions reviewed and approved by the Customer may nevertheless be mmmod by the oonx This will happen if(i)more are
insufficient funds in the Customer's account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously
placed on the transaction or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain
transactions that the Customer advises should be mmmeu may nevertheless be puo/ud by the Bank; these inc|udeACH debits or credits
to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable |aw, regulations or
payment system rules v,guidance.
C. U.S. Fund Transfer
J.P.Morgan'x Funds Transfer Service enables the electronic transfer and settlement of funds b*wmon the Customer and a beneficiary o[the payment
to destinations around the world. Customers use USID funds transfer services (as opposed to cxenxn o,xCH payment services) when they seek
same-day settlement with intraday finality and irrevocability ofpayments.
1. Service. The Customer may issue payment orders against its accounts with the Bank by means of SWIFT,electronically, by telephone or by
such other method an the Customer and the Bank may agree upon. All funds transfer instructions sent mthe Bank ohwU be in the format
specified by the Bank and must be received by the aonx no later than such time as may be established by the Bank upon notice wthe
Customer, The Bank will ueoonninv the order in ~muh it pmmanoon payment orders. If the Customer's payment order bears the umeword
"PRIORITY"or"TIMED"in such field as the Bank specifies,the Bank will use reasonable efforts to move such payment order to the front of the
Bank's processing queue,and such payment shall be handled in accordance with the Bank's procedures for processing such payments
2. Security Procedures. All payment unjeo and communications requesting amendment uf payment orders issued in the Customer's
name one subject to verification by the Bank in accordance with the security procedures agreed upon between the Cvo\oma, and the Bank.
Such security procedures may beset forth in written agreements between the Customer and the Bank,
3. Advines. The Customer may subscribe to Bank services for the delivery of account-related activity and information ('Advicee''), to party
designated by the Customer, including but not limited to inh,nnouon relating to credits and debits to u Customer account, and the return or
rejection of certain payments. Advices may be sent via SWIFT or to devices capable of receiving text messages, such as alphanumeric pagers
and cellular phones. o,00 otherwise agreed upon by the parties. The Customer is responsible for maintaining the accuracy of the information
that is required to deliver such Advices, including but not limited to the address and/or telephone number of the recipient and, if applicable, the
messaging components and conditions that will trigger the transmission of the Advioas,
4. Processing. The Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer
Instruction and may otherwise use any means of executing the funds transfer Instruction which the aonx deems reasonable in the
r)---a �'"~
circumstances. The Bank and other financial institutions may rely upon the identifying number of the beneficiary, the beneficiary's bank or any
intermediary bank included in the funds transfer. Also, the beneficiary's bank in the funds transfer Instruction may make payment on the basis
of the identifying number even though it identifies a person different from the named beneficiary.
5, Same-Day Amendment and Cancellation Service. The Customer may subscribe m u service to enable same-day amendment
and cancellation of payment orders. Once the Bank has expressly approved the cvommo(u use of the sarviwe, all cancellation or amendment
messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be
established by the Bank upon notice to the Customer.
G. Reference Pattern Search. The Customer may subscribe tua service menable the Customer winstruct the Bank to repair information
on incoming and outgoing payment orders, and m perform additional services related to beneficiary deduction services, The Customer shall
comply with such formatting requirements specified by the Bank in connection with such services, In connection with beneficiary deduction
sorvim:o, the Customer represents and warrants that x has obtained an necessary authorizations to enable the Bank w deduct transaction
charges from the funds transfer amount payable w the beneficiary.
D. U.S. Fund Transfer by Check
J.P.sorgan'v U.S. Funds Transfer by Check Service allows the Customer to instruct the Bank (o» the Customer's agent) to draw U,S.dollar checks
("Disbursement Checks")payable to the order of payees and in amounts designated by the Customer for distribution.
1 Requests for Disbursement Checks. An requests for Disbursement Checks must be transmitted to the Bank via authenticated
SWIFT |ranymiooivn, or one of the Bank's proprietary access mechanisms. The Customer shall transmit the eqooma in such format as the
Bank specifies from time w time.The Bank may(but shall have nu obligation to) process requests that uv not conform mthese Service Terms
and may impose additional fees for such processing.
2. Issuance. Unless the Customer specifies afuture issuance date in the Customer's request, each Disbursement Check will be issued within
one banking day of the day on wmux the Bank receives the issuance request. The Bank will not honor requests to draw Disbursement Checks
to any person or entity with whom u,with which the Bank is prohibited to do business by law or mgv|o/ion, or in any case where compliance
^mu|d, in the Bank's judgment, conflict with applicable law or good banking practice, Oiuuvmamant Checks will be signed by the Bank on the
Customer's behalf substantially amfollows:
Drawer: fCustomer Name]
By: JPMnrgan Chase Bank. w.A. 00Agent
for the Above-Named Drawer
As of the day w Disbursement Check is iosvou. the Bank will debit the Customer's designated demand deposit account in the amount of the
issuance instruction,
3. Stop Payments Orders. The Customer may issue a stop payment order in respect of any Disbursement Check only bya message sent
via authenticated SWIFT\oa Bank location muodesignated by the Bank and in the format designated by the Bank from time totime, Any stop
payment order must include the mfe,onun number assigned by the Bank wthe Customer's request for the iuovanoa of such Disbursement
Check. The Customer shall pay a service fee for each stop payment order in the amount then in effect at such time the Customer issues the
stop payment request.
E. U ���
��. ������ox
Lon boxiaa remittance processing Gemmo uffomu m customers m support their accounts receivables business noauv. Through this service, the
Customer's remittance deposits are sent to a Post Office Box and picked up by the Bank and oonvoreu to or via courier for further processing and
posting w the Customer's deposit account.
1- Service. The Bank will maintain the Post Office Box for the Customer's mm|nanuox and will have unrestricted and excivu*o access to the
Post Office Box while providing the Lockbox Service, Customers requiring Caller Service or Business Reply Mail Service for remittance collection
must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the United States Postal Service
(the ^UGPS^> and ensure the Bank is authorized m collect the mail. The Bank shall not be responsible for delays in processing due to the
Customer's failure to pay the USPS for such services o,any other action taken or not taken by uSpS. The Bank may direct clients m include
specific codes n,formats within their assigned address in order to ensure mail is identified uo,mct|y, The Customer is responsible for ensuring
their customers'remittances are properly addressed in order to prevent delays in processing.
2. Deposit; Endorsement. The Bank will collect all mail delivered m the designated Post Office Bvx, and will open the mail, process the
checks eligible for this service(the"Items")and credit the funds to the Customer account or process for collection the Items received, except: i)
.
Items which the Customer has instructed the Bank inwriting, and the Bank has agreed not to process; ii> Items which the Bank believes should
moe^m the Customer's special attention; iii) Items for which the Customer is not the pmyee, unless the Customer has provided proper
authorization to process for credit or collection of such Items; and iv)any other matter or merchandise received. The Bank will not process such
evmavteu Items o,other matters or memhandise, but will forward them to the Customer vnpmm*sxou. The Bank assumes no responsibility for
the inadvertent pm000uino of Items excepted from processing. The Bank will process credit card payments as point of oa|a traneoctions,
obtaining authorization as required by applicable oum rules; pmvidod, however, the Bank will not p|uoo phone 000u for authorization of referrals
u, process credit transactions. The Bank shall not bedeemed a merchant processor and shall not be liable for any data entry errors orany
ohurgouaox. The Bank uoovm*s no liability for any matter u, merchandise mooiwyd through the Post Office which is not dapositable |tem,
including cash. Any failure by the Bank to process an Item other than as provided herein does not ovnmuuu:a failure by the Bank to exercise
ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank.
3. Differing Amounts. If the amount o{en Item written in words and nnuma differ, the Item will he processed for amount written in words. If
the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in ngumn, and the Customer
has reqvouteu, and the Bank has mgmed, to process such Item for the amount written in 8gunos, the Item may be processed for the amount
written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim
which may arise from that action,
4. Foreign Items. This Service islimited to Items drawn on domestic banks oum the extent the Bank notices that any Items drawn on foreign
banks have been deposited,such Items shall be forwarded to Customer as unprocessable,
5. Returned |tmrne; Re-presentment. If any Item is mmmou to the Bank unpaid for any mason or there is a claim involving an Item
deposited to the Customer Account, the Bank will charge back that Item. together with any fees or other amounts allowed on such claims or for
returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the
Bank has been instructed in writing by the Customer to n+pnsont Items which have been dishonored or returned to the oonx unpaid for reasons
other than account closed,the Bank may duoo automatically and without notice tothe Cusmme', and the oonx reserves the same rights tudebit
the Customer Account should any such Items remain unpaid after the re-presentment.
G. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents
and|ooxbox transaction data, The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or
data which are not mquoo/ou or uoonssod in accordance with the Security Procedures. The Customer acknowledges that once a CD-ROM is
reueived, u,i/has accessed images by any Delivery Media, persons having access\o the Customer's computers and image archives may have
access mthe Imaged Items, |muo*u Documents and |ocxuox transaction data.
7. |nna0m Option. If the Customer m|ums and this image option is available at the designated Bank processing |ocauon, the Bank will provide
imoo*n of the |vomo ("Imaged Items") received together with images of related documents ("Imaged Dooumonw^), through the media ("Delivery
Media")and at the invoma|o agreed upon between the Bank and the Cvummo,. The Customer may receive additional service material, including
user guides,software noonoouandomm,tn,mainconnection,wmmouo|octivno,minnption.
8. Original Ooournmnbu; Image Storage. Un|vou the Bank has agreed otherwise, the Bank will imago on Items and associated
remittances and retain original documents on site for no longer than 14 days. An original documents will be destroyed 14 days after processing.
If the Customer uses the Bank's Regional Retail Lockbox product, associated original documents are retained on site no longer than 7 days, The
Bank will store Imaged Items for period of seven (7) years from the dote mm* applicable transaction regardless of any auukmou| imaging
service requested by the Customer. If the Customer elects storage of Imaged Documents,the Bank will store Imaged Documents for a period of
thirty (3U) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the apnxcomo :anoocmvo.. per the
Customer's selection |, the Customer elects to image and not store |maoou Documents with the Bank, such images will be delivered to the
Customer via daily Direct Image Transmission.
9. Accuracy; Legibility. The information delivered tn the Customer through the Delivery Media will ba the same ao the information in the data
entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery
Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected
Delivery Media. The Bank has no liability orresponsibility for the condition of the original remittance items provided to the Bank, and it reserves
the right to review and approve sample remittance items for legibility prior to providing this service, The Customer io responsible for reviewing
images obtained through the Delivery Media and w promptly notify the Bank v,any images that are not clear.
10. Disclosures. As between the Customer and the Customer's clients, if applicable, certain payments collected hereunder may uo subject m
various cut-off times and payment deadlines (me "Disclosures"). The Customer acknowledges and onoms that the 8nnx has no duty to inquire
as to the content of any such o|owosvreo, in not bound by t»em, and makes no representations or warranties, explicitly or impocu|y, regarding
same. The Customer is nevnonoima for ensuring that the processing and payment cut-off times established by the eenx are in compliance with
the Di»dooven and Customer's responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the
data processed uy the Bank belongs to the Customer or the Customer's clients.
"—' 0''~^
E. �~ . �� ��
�~. "���U� "� Currency
�
Coin and Currency Services, also referred to as Cash Vault Semicou, provides coin and currency delivery and deposit services to companies that use
large quantities of cash, With a nationwide vault network, Customers can place orders for currency, make deposits 24/7 and track activity by location
through electronic reporting options.
i. Cash Orders. The Customer may issue written instructions for the Bank to uonvo, coin and currency to an armored courier service as
uooignomm by the Customer(the"Courier") in accordance with the Bank's guidelines ("Cash Order'). The Customer acknowledges that orders
for cash can be transmitted to the Bank only during such time as set forth in the Cash Order. The Bank is authorized to debit the Customer's
designated account for the amount net forth in the Cash Order(the "Cash"). If the Bank has agreed to such an arrangement, the Customer
may also place a Cash Order directly atone of its branch locations by issuing o check to debit the Customer's account at the Bank o, uo a
^uash for cash"exchange, The Bunk and the Customer may agree w o limit on the amount of Cash that may be delivered pursuant ma Cash
Order(^CauxLimit^),
2. Cancellations and Amendments. A Cash Order may b*cancelled by the Customer orally, telephonica|ly, electronically o,in writing
by person the Bank reasonably believes to be authorized to act for the Customer and only if the cancellation is received within a reasonable
time before the Cash ie delivered to the Courier(^Canuanauon^). ACauh Order may only ue amended orally nr telephonically and the Bank will
not be responsible for any change in aCosh Order nhas monivou Any attempt m amend a Cash Order electronically may result induplicate
Cash being delivered ur other error, ot the sole risk or the Customer.
3. Notice of Rejection/Execution. If the Bank nVncu a Cash 0mo, requom, it will promptly notify the Customer nfthe reason, The
Bank will notify the Customer when it has executed a Cash Order. un|osu, within three (s) uuoinouo days after receipt ofnotification of the
execution of Cash Order. the Customer notifies No Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against
the Customer,the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest,
4. Security Procedure. The Bank must receive u Cuux Order using u mvcm'mnu te|oponno, n,other electronic communications device
mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and
the location(collectively,"Codes"). The Customer agrees that: (a)use of Codes constitutes a security procedure for verifying the authenticity of
a Cash Order as being that of the Customer ("Security Procedure"), and (u) the Customer is bound by any Cash Orde,, the authenticity of
which is verified as being that of the Customer by the Bank using the Security Procedure; and any Cancellation. The Customer and the Bank
will maintain reasonable security and control uf the Codes. The Bank is not responsible or liable for detecting any error in the transmission or
content of any Cash Order orCancellation and the Security Procedure is not intended m detect any such error, No agreement or instruction of
the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms orin
a writing signed by the Customer and the Bank.These Security Procedures do not apply to Cash Order requests made by the Customer wtone
of our branch locations when the Customer is making a "cash for cash" exchange or issuing a check to debit the Customer's account at the
Bank.
5. Courier Service. The Customer may deliver and pick up shipments of cash or checks to or from the Bonk by using the services ofa
courier that has been authorized by the Bank,who will act solely as the Customer's agent.The courier must comply with the Bank's guidelines,
as amended from time to time, and must maintain all |iconxoe and ponnh» required by law in addition to adequate insurance to cover its
liabilities in providing courier services, The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the
Bank will use reasonable efforts to promptly notify the C"xmmo,. With regard to Customer's couriers, Customer is responsible for any
individual's actions while at the Bank's facilities including t»nft, property damage, intentional crimes and any other act oromission even if such
actions would be considered outside the scope of their employment and whether the individual in impersonating an employee of the courier if
the Bank has followed its customary procedures for identifying the individual.
G. Deposit Presentment and Processing. With regard to deposits Uonvoreu to one of the Bank's vault areas, the Customer must
deliver deposits in sealed tamper-proof plastic security deposit bags that meet the standards described in the Bank's guidelines and contain
only cash, coin and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customers
authority m redeem food stamps. The Bank will open the bags and process the deposits.
<a> Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault |ocotion. No Bank will provide a receipt indicating the
number of bags it has received, This receipt is not an acknowledgment of the contents of any bmg, nor is any telephonic or other
acknowledgment ofadeposit,
(u) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not
verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the
Customer's deposit slip.This receipt is not an acknowledgment of the contents of any bag.
(o) Delivery to Unattended Facility. If the Bank agrees |o allow the Customer to use one of the Bank's unattended fadu8au (including but
not limited to a night depository or commercial ATm). the Bank may provide the Customer with an uno*oo device (such as a key orcard
that may require a personal identification number("PIN"). The Customer must return all access devices tuthe Bank upon request.vvowill
process any deposits delivered to an unattended facility as provided for in the Bank's guidelines, If the Customer receives a receipt from
an unattended facility,the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag.While the Customer or
r:)-.."-'"^
.
the Customer's Courier is physically present at one of the Bank's unattended facilities, the Customer is m licensee only and the Bank has
no responsibility for the safety ox the Customer o,its Courier while a|such facility.
7. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount
shown on the deposit slip prepared by the Customer or the receipt provided w the Customer o,its Courier upon initial pmsenonnnt, the count
will bn recounted,The Bank's determination and records aamits receipt oy any bag and asm the contents of any bag is conclusive and binding
on the Customer, and the Bank may correct any credit made m the Customer's account, The Bank will notify the Customer's representative
designated in the somiva implementation questionnaire if the difference is more than the minimum amount specified in the Bank's guidelines.
All Cash Orders must be validated by the Customer within a* hours ofreceipt. no currency strap, coin bag or wrapped coin difference is
identified. contact Cash Services Customer Support ot000'or2'D51rm request a Cash Order Claim Form. The completed form and proper
documentation must be pomtme,xou within *8 hours of receipt of the Cunx o,ue,. Any claims postmarked after the 48-hnv, period will be
denied and Customer will have no right to request or receive an adjustment after such time period.
8. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and antes afina| credit mthe Customer's
account as provided in these terms,the Bank is not responsible for any authorized contents or the value of any such authorized contents based
upon any deposit ticket included with the bag.
S. Liability at Unattended Facility. The Customer assumes all risks of using any unattended faci|hias, including risks of theft, robbery
and personal injury� the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It
is the Customer's responsibility to verify that its uvgn have dropped umm^ completely into the tud|ity, and the Customer agrees that it will not
leave any bags in any facility that does not appear m be operating properly. The Bank will not be liable tothe Customer if any unattended
fadnty,te|oentryo,online system is closed or otherwise unavailable for use ut any time.
G. Positive ay, Reverse Positive ay and Payee Verification
on
Positive pay. Rewamo Positive Pay and Payee Verification services help prevent check fraud on Customers accounts by identifying discrepancies
between checks presented to the Bank for payment and those checks |n»uau by Customers. With Positive Pay, the Customer sends check issuance
inmnno!wn to the Bank and the Bank compares such information mchecks being presented for payment.With Reverse Positive Pey, the Bank sends
the Customer information on checks being presented for payment and the Customer does its own comparison, Payee Verification is an onxanoyu
feature for Positive Pay whereby the Customer includes payee name information and the Bank oumvaev such information against the payee names
on checks being presented, As a condition precedent for receiving Payee Verification,the Customer must be receiving Positive Pay in connection with
the same Account.
1. Issuance Information. The following information is defined as "Issuance Information"for each Item: i)Aumunt number; ii) Item serial
number; iii) dollar amount; w) issue date [for Positive Pay and Payee Verification only]: and v) the payee name [for Payee Verification onM.
For Positive Pay and Payee Verification, the Customer will pmwuo the Bank the Issuance Information by the Banking Day on which the
Customer issues hemu, by means of mutually agreed upon transmission method the |osvanoa Information. The Bank will compare the
Issuance Information with the Items presented to the Bank for payment against the Account, For Reverse Positive Pay, the Bank will send the
Customer the Issuance Information and the Customer will compare such information with the checks they have issued,
2. Discrepancies. For Positive Pay and Payee Verification, if|mmo are presented to the Bank for which it has not received timely Issuance
Information or containing information different from the Issuance Information for that |^em, the Bank will notify the Customer by means of
mutually agreed upon methnu, by the designated time of the Banking Day following the Banking Day the Item is presented, The Customer
shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is
authorized for payment ("Presentment Decision"), In the event that the Customer fails to timely inform the Bank about any |^am for which o
Presentment Decision is requovtou, as required abmm, the Bank is authorized to emm such Item unless otherwise agreed »y the Customer
and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment the
Customer shall advise the Bank by means of mutually agreed upon method by the designated time on that same Banking Day whether any
such Item is authorized for payment; and in the event that the Customer fails to timely inform the Bank as required, the Dank is authorized to
pay such |tem(s) unless otherwise agreed by the Customer and the Bank. The Bank iu entitled to rely on any instructions that it receives and
reasonably believes wuogenuine.
3. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items that have been converted toxCn
transactions prior mbeing presented for payment will not be eligible for this service and the payee name information will not be compared tu
the Issuance mh,nnooun for Items that have been converted mACH transactions. If the Customer fails to provide the Issuance }nftnnauo^ in
the file format required by the Banx, the Bank will not be xama for not detecting any discrepancy oewman the Item and the Issuance
Information or for processing such Item.The Bank m»enmo the right to vet o1o^ashoW amount for Items (ox may be revised by the Bank from
time m time) m be reviewed under the Payee Verification (the ^rxres»um Amount"). The Items below the Threshold Amount will be handled
according to the standard Account Documentation governing the Customer's Account; however,the Customer will not be liable for such Items if
the discrepancy would have otherwise been detected under this Service. With naoam to payee name numpe,ison, the Bank will compare the
payee name provided in the Issuance Information mthe payee lines in the name/address block identified on the Item presented ov provided for
in the Bank's setup requirements and will be limited to those parameters specifically agreed(o by the Customer and Bank,
"-- ""-`"^
4. Voided Items. The Customer agrees to place avoid on an Item in the |»»vamm Information only with respect to Items that are not in
circulation. If the Customer wants to stop pay on a check that has been issued, the Customer is required to issue any Stop Payment request
pursuant w the Bank's Account Terms, outside of these services.
6. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether o, not the Bank does maintain such
signature curds; in no event aheU the Bank be obligated to inspect any check for the pooxonuo or authenticity o,any signature or to determine
whether any signature is authorized, The Customer acknowledges that the Bank's adherence to mexo procedures in these terms, in lieu of
signature examination,will constitute the exercise ofgood faith and ordinary care by the Bank in handling Items presented for payment against
the Account.
G. Over the Counter Presentment. The Bank may,without liability m the Customer, refuse m pay any Item presented for encashment at
any of the Bank's branch locations, If an Item is presented for encashment at one of the Bank's branch locations at the teller line,the Customer
am»o,bon the Bank tnpay such Item based upon the Positive Pay information at the teller line. The Bank may charge a person who cashes an
Item drawn on the Customer's Account o fee at the time n/encashment.
H. Controlled D~sbursemen*
s
Cnnonnod Disbursement Accounts help customers effectively manage the disbursement pmcoon to gain control over idle balances and automate
funding transfers and is designed to provide disbursement totals early each business day.
1. Controlled Disbursement Account. Each Cuntmno$ Disbursement Accnunt, except as set mu» hemin, ahu|| be opened and
maintained in accordance with the Bank's Account Documentation. Customer agrees that if it fails to utilize one of the Bank's positive pay
oomicou on the 0nntrn||od Disbursement Auonun\, that failure will oonohmto Customer negligence contributing to the making of any
unauthorized signature and Customer assumes the risk that Vomo presented against the Controlled Disbursement Account may he forged or
a|teod, m the extent that the positive pay services the aunx offers may have prevented any loss. The Bank will have no liability for any loss
,o|amd to on hem presented against the Controlled Disbursement Account which would nmonwiuo generally have been returned under such
positive pay services.
2. Payment of Items. Bonk, on each banking day, will advise Cvommo, of the total amount of Items drawn against the Controlled
Disbursement Accounts that are presented for payment, on that day, to the Bank by Federal neoawu Bank or another depository institution
pursuant to o eame4ayoeo|ement arrangement. Bank will honor checks or drafts ("Items") which are properly pwyahe, but shall have no
nU|igunnn to pay any Item should sufficient immediately available funds m cover such Items not be transferred to the Controlled Disbursement
xxonvnt in accordance with theme Service Terms and the Account Documentation.
3. Over-the-Counter Presentment. Bank moy, without liability to Cvommo,, refuse to pay any Item presented for encashment at any of
the Bank's branch locations.
4. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated account for purposes offunding
the Controlled Disbursement Account, or the funding account may Uomaintained at an affiliated bank or other financial institution (the"Funding
Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against
the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit
may bring about or increase an overdraft, All funds transfers from the Funding Account m the Controlled Disbursement Account mhuo be in
immediately available funds, Customer will maintain sufficient available ,vnUx in the Funding Account to cover Items and funds transfers
presented against the Controlled Disbursement Account, and the Bank shall have no obligation m transfer funds, process Items for payment or
uomn|oto any funds transfers unless there are nun|o|ont evui|aU|o funds in the Funding Account. The Bonk is authorized to debit the Funding
Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank sxm|| not be liable for failure m pay
any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account,
5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding
Customers Controlled Disbursement Account.
G. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items
it issues from the Controlled Disbursement Account, Customer acknowledges that nx fails to use such designated controlled disbursement
account routing transit number the Bank is authorized to terminate this Gom/oe o,any Service feature upon notice to the Customer.
7. Financial Condition. In the event of the deterioration of the financial condition of the Cumnmo', as determined in the Bank's sole
discretion, the Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to
a stand-alone demand deposit account without prior notice to the Customer.
Q. Third Party Usage. Customer agrees that it will not permit athird party m write checks nn or otherwise issue payment transactions or
instructions on Cunmma/e Controlled Disbursement Account. Customer agrees to indemnify and xn|d Bonk harmless from and against any
and on amiona, claims, demands. |oaoen, liabilities v,expenses whatsoever, including attorney's fees and comn, resulting directly orindirectly
from Customer's breach of this Section. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the
contrary, Customer acknowledges that, if Customer breaches this Section, Bank may immediately terminate this Service or any Service feature
upon notice to the Customer.
o. Image Cash Letter
The Image Cash Letter Service allows the Customer to make certain deposits electronically b*using a capture device m create an electronic image uf
a paper check and transmit it and related data to the Bank. As part of the Service, the Customer mum use software and hardware pm,iuou by or
acceptable»othe Bank.
1. Transmission and Processing. The Customer shall provide through its own methods nr devices the oapmmu c»od' images and
check data. including the magnetic ink character recognition formatting (MICR) information thmvo» electronic transmissions (the
"Transmissions") in the format and specifications required by the Bank's File Standards and within the cutoff times provided by the Bank. The
Customer authorizes the Bank to process the Transmissions as Substitute Checks, Electronic Images o,Photos in Liev, ao may ueapplicable
for further clearing through or with any other financial institution, clearinghouse or Federal Reserve Bank, If the Customer has chosen to have
items processed asxCH transactions, the Bank will convert eligible items to ARC or POP entriea, as defined and provided for in tma »CH
Origination Service Terms,The Customer agrees that it is solely responsible for the creation and sending of these Transmissions w the Bank. |f
any Transmission(including any source document for purposes of these Service Terms)does not meet the Bank's or any transferee's standard
requirements for processing, the Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either
(a) emm the Transmission to the Customer without further processing, (u) process the Transmission as sent from the Customer, (c)process
the Items ae photocopies in lieu of the originals u,(d)repair u,attempt to repair the Transmission for further processing,
2. |nnaQe Cash Letter File Deposit Time. The Transmissions must be sent to the Bank prior to the u:poou deadline. Any
Transmission will be deemed to have been reomi,ou when the entire 0a has been written onto the Bank's system and made available for the
Bank to validate. Based upon the size of the Transmission file,there may be a significant delay between the time Customer begins to send the
8|e and the completion uf the transfer ao stated above. As a result, the Customer will make every effort to send the Transmission file as early
ao possible. Files that are received after a deposit deadline will uoconsidered deposited aanf the next deposit deadline, Processing fees and
funds availability will be assessed based on the deposit deadline that is met.
3. Customer Responsibility. The Customer shall be ou|o|y responsible if any Transmission for which the Cvotumo, has been given
provisional credit im returned or reversed, and neither the Bank nor its subcontractors shall be liable or responsible for same. The Customer
acknowledges that all credits rouai,od for dopuou are p,u,ioiuna|, subject to verificohon, final settlement or ,omm. m,u,mauun and data
reported hereunder: (a)may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes
only and may not be relied upon. The Customer agrees that the Bank shall have liability for the content of payment-related information. The
Customer shall ho solely responsible for the original checks, including storage and retrieval. The Customer agrees to provide a legible copy of
an image or the original check if requested by the Bank within five(5) business days of such request. If the Customer is unable to provide the
original or legible copy,the Customer shall be liable for any associated loss or claim involving the check,
4. Suspension/Cancellation of Service. The Bank reserves the right to suspend or terminate the Semioo, in whole or in part if the
Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the service in a manner inconsistent with the
rules and regulations relating to the service being provided and such breach. Further,this service will automatically terminate if the Customer's
account with the Bank is closed for any reason. Either party may terminate the service upon thirty (30) days' prior written notice»u the other
party;provided,however,that the terms of Section 10 will apply to any termination prior to the time period set forth in the pricing schedule.
5. Warranties.
(a) Customer warranty. The Customer warrants and represents to the Bank that: (o) each Transmission contains ocuuosua and legible
images of all uf the information on the front and back of the original checks at the time each check was truncated; (u}each Transmission
also contains o record of all applicable minm'ono information required for substitute check and the accurate amount o/the check: (c)
each Transmission complies with the technical standards for an electronic item under Regulation J, Federal Reserve Operating Circulars 3
and 5, and for a substitute check under Federal Regulation CC;(d)no person will receive a transfer, presentment or return of,or otherwise
be charged for, the check (either the original check, or a paper or electronic representation of the original check)such that the person will
be asked to make payment based upon a check it has already paid; (e) the Customer will not mdopuoh through this nomiue any
transmission mpmoannnq a check previously dopuouod and returned to the Customer; <0 the Customer will employ commercially
measures reasonable security and nrewanv sufficient m protect the Transmissions and storage mensure no vnamxu,izou access too,
use of the original checks or uvpnca»n pmvononont and (n) the Customer will only create transmissions for checks that originated as
paper checks,
(u) If the Customer is a financial inmu"uun or is umonwiva transmitting Items payable to third parties, the Cvmumo, also represents and
warrants tothe Bank mat: (1) In connection with each |»nm deposited through the oewime, the payee of the Item has authorized the
electronic transmittal uf the Item for deposit tu Customer's account; if the Customer iu scanning Items from a location outside uf the United
States,such authorization covers the cross-border transmittal of the Item; and (2)the Customer has established an anti-money laundering
program in compliance with anti-money laundering laws and regulations applicable mit and such anti-money laundering program includes
po|ioies, procedures and controls designed to detect and prevent money laundering, including "know your customer" policies and
��� ""�i"^
procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which the Customer believes
effectively prevents the use of the Customer's operations, personnel or facilities for money laundering purposes.
(c) The Bank and its subcontractors make no representations or warranties,whether express, implied or statutory regarding or relating to any
of the technology or service and/or access to or use of the service or technology provided to the Customer hereunder. The Bank and its
subcontractors specifically disclaim any and all implied warranties of merchantability,fitness for a particular purpose and noninfringement.
The Bank and its subcontractors also do not guarantee that the Customer's access to the service provided under these terms will be
uninterrupted, error free or secure.
6. Third-Party Service Provider. The Customer may choose to use a third-party service provider or service bureau to submit Items or
perform other functions for and on the Customer's behalf. If the Bank accepts such Items or other instructions from the Customer's provider or
service bureau, the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customer's provider
including all costs and expenses incurred by the Customer's provider.
7. Pricing Schedule/Volume/Termination Penalties. The Bank and the Customer may agree to a pricing schedule incorporated
herein by reference, including the length of time the service will be provided, the charges/fees and the volumes, as may be stated in the pricing
schedule. If the Customer terminates the Service or the service is otherwise terminated without fault of the Bank prior to the period of time set
forth in the pricing schedule, the Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee
for the service for the period of time the service was provided to the Customer. Such termination fee shall be paid within thirty(30)days' after
the effective termination date.
8. Limitation of Liability. In no event will the Bank's liability under these terms for any damages of any kind exceed an amount equal to
the fees the Customer paid the Bank for the service during the twelve (12) months preceding the date on which the Customer made the
corresponding claim. If the Customer makes a claim during the first twelve(12) months of the service, the Bank's liability will be limited to the
average monthly fee the Customer paid during that time multiplied by 12. This limitation of liability is in addition to the terms set forth in the
Account Terms.
9. Indemnification. The Customer agrees to indemnify the Bank for any loss or expense (including attorney's fees and expenses of
litigation) resulting from: breach of any of the warranties made by the Customer pursuant to these service terms or the Account Documentation;
any claim pertaining to any warranty or indemnity that the Bank makes with respect to an Item under the Check Clearing for the 21"Century
Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearinghouse rules applicable to Items.
These indemnities are in addition to those in the Account Terms and relevant Service Terms.
10. Miscellaneous. The provisions of Sections 3, 5, 7, 8 and 9 shall survive termination of these Service Terms.
J. Check Print
The Check Print Service enables the Customer instruct the Bank to create and mail checks and/or documents on behalf of the Customer.
1. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in
these Service Terms or as otherwise provided by the Bank (the "Print Order"). Print Order information shall include payee names and
addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print
Orders. Print Orders may include printing of non-payment documents("Documents")if agreed to by the Bank based upon these Service Terms.
2. Check Pull Requests. For any Print Order received by the Bank, the Customer may request the Bank to pull a check(s)from processing
by completing the Bank's manual check pull request form ("Check Pull Request"); provided, however, that a Check Pull Request will not be
effective unless and until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon such request. A
Print Order may not be amended or modified. The Bank has no obligation to adjust or stop the payment or posting of a Print Order it has
accepted.
3. Receipt of Print Orders. The Customer shall transmit Print Orders to Bank to the location and in compliance with the formatting and
other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service
Terms.
4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be printed and
completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other
documents to be completed and included with the check issuance ("Documents"); and (d) mail or send the check by courier along with any
Documents as agreed upon (collectively, the "Issuance"). The Customer expressly grants the Bank the authority to create and process such
Issuances.
5. Notice of Rejection. The Bank will promptly notify the Customer na Print Order io rejected by the Bank and will advise the Customer ao
to the reason, The notice or advice ohm|| be urem*u commercially reasonable if made available through the Check Prim Service or given
electronically, orally, hy telephone or facsimile transmission,
G. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is
entitled m rely on the information contained therein,
7. Reliance Upon Instructions. The Customer is responsible for, and the sunx may rely upun, the contents o/any notice or instructions
that Bank believes ingood faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the
authority cfthe individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is
authorized to act on either the notice or mo/mctmn, or it can refuse to act. No rem,mctm on the Bank's acceptance ufany Print Order will be
binding un the Bank, except ma set forth in these Service Terms unless agreed m in writing by the Bonk and the Bonk has had avoanvnuu|n
opportunity m act upon such change,
8. Limitation of Liability.
The Bank's liability shall ba limited m direct damages caused uy the Bank's failure tuuse reasonable care. Reasonable care in providing the
Cxoox Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of
reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not
constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful.
S. Cashier's Checks. If the Bank xmamu cashier's c»o,*o under the Check Print Service, the following additional terms will apply: (a)
Customer will send the uauNe/o check print file in,unnohun ("File Information") to the Bank by the Bank's cut off time on a given day (^ooy
One"); (b) the Customer authorizes the Bank m debit the Customer's designated account (^Fvodingxccovnt^) for the amounts shown on the
File Information on Day One; (c) aa the cashier's checks from the File Information are being pmcemoed, the account reconciliation issue file
(.ARP File") must match the date of funding found in the File Information of the next banking day ("Day Two"): (d) for any uoomery check for
which there is insufficient funds in the Funding ammvnt on Day One to fund the purchase of the cashier's check, the oenx is avmunzod to
s«ont the creation of such cashier's check; (e)fully funded cashier's checks will be printed on Day Two; (0 if the Customer is using one of the
Bank's online services, Customer will be able to view information regarding the cashier's checks which were funded and created and those that
were rejected; (g) any information from the File Information which can not uoused to create a cashier's check will be communicated to the
Customer for further research and reconciliation; (») if any cashier's check is returned as wnde|iverab|e, the cashier's oxocx will remain
outstanding in the Bank's cashier's check account and escheated according to applicable |o~a and regulations. If the payee of cashier's
uxeox claims that the cashier's check was |ust, nm|on or destroyed before the funds are escheated, such claim will be handled in accordance
with the Bank's procedures.
10. Network Check Truncation Feature. For any check the Bank is creating (other than a cashier's check) pursuant m these Service
Tonna. the Bank may compare the check inovoncy address to the Bank's directory of|ockbox addresses. If there is a match. the Cvommo,
authorizes the Bank to truncate the check (including any Document)to an image and electronically transmit the images to the Bank's |mckbmx
operations for further processing and deposit to the payee's account. The Customer will not be charged postage for any such check; however,
there will be a conversion fee for such check which will be reflected in the Customers account analysis statement,
K. ACH Tax Payment
1. Service. Bank will provide a service(the"Service")whereby Customer can direct Bank,via touchtone telephone or internet platform,to make tax
payments through the automated clearing house(ACH)system from an account with Bank that Customer specifies. Customer may use the service
to pay:
,
any federal taxes covered by the Federal Tax Deposit Coupons(Form 8109)that Customer has executed and delivered to Bank from time to
time;
°
certain state taxes; and
"
certain municipal taxes.
Bank may pay taxes from Customer's eum"nt in accordance with any instructions issued in Customer's name that Bank w,,meo pursuant tome
000v,hy procedures specified in these Service Terms. In using the Semio:. Customer agrees tu comply with and be bound by the Operating
Rules nf the National Automated Clearing House Association("waC*Anu|an^),
2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank
specifies, and Customer acknowledges that Bank may change such service hours upon prior notice toCustomer. Bank must mco*o inmmctions,
including but not limited to payment"anoonunnn inotmmwno. not later than 6:00 pzn. eT(or such other time an Bank opacmao) on the Business
Day prior/n the day un which the tax payment iodue. For purposes o,this Section, "Business Day"means a day on which the Bank io open for
business in its New York office. Instructions received after such time n»on not be processed until the following business day and Customer shall
be liable for any charges,fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not
complete or is inaccurate or otherwise does not mom the criteria Bank specifies for acceptance herein or in the une, Guide (as xonmMa,
donned).
The Service is not designed or intended to be used for any xCH tax payment that is required to be formatted as an ^mmmadona| xCH
Tranvoction"(o,|AT) under the NAcHA n"|on. Customer agrees not to use or attempt to use the Service to originate anyxCn tax payment that
is required tobeformatted under the NxCnx nv|no as an "International xCn Transaction" (or |8T), Customer shall indemnify and xv|d Bank
harmless from and against any and all claims, demands, |v0000, finno, penalties, damages, liabilities and exponaoo, including, without limitation,
legal fees and exnensen, resulting directly o,indirectly from anyxC* tax payment processed or requested to be pmoeoond by Customer via the
Service which should have been formatted under the wxCnx Rules aoan |aT.
%. Tax Payment Security Procedures,
(a) xeonwssued or approved access code and PIN and/or other security device ("Security Device") in required to access the Service. The
Customer shall be bound by and o4xore w the security procedures and other procedures for use of the Service advised to it in writing
through any medium by the Bank, as may be revised from time to time upon notice to the Customer(the"User Guide"). The Customer shall
notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device n,any other breach ofsecurity.
The Bank may dishonor ovdisable any Security Device e|any time and will inform the Customer nfthe same, The Customer agrees that
any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees
to safeguard all Security Devices and to instruct each Authorized uue,(as defined be|mv)tndothe same,
(u) This Section 3(b)applies to use of the Service through the designated intemmt p|atform, but does not apply tntouomooe telephone access.
Customer shall designate an administrator(the "Administrator")who»xon have authority in accordance with the ono,ahooa| instructions for
the Service provided to Customer in the uon, Guido. Customer agrees to notify ounx of any change in Administrator in the manner and
form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had e reasonable
opportunity to act upon i/, In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (V
designating individuals as users ("Authorized uonm^); (ii) identifying the functions of the Service; (iii) mnuovdng, omaUno, onntmxmg,
gmsami^abng, and/or canceling mm,ontblenonw� (iv) receiving and distributing mateham, nmices, documents and correspondence relating
to the security procedures; and (v) advising each Authorized usor of ms/he, obligations hereunder and undo, the uvo, Guide. The
Administrator shall provide to the Bank, upon the aonKo request,o list of Authorized Uses.
4. Open Network Access, The Customer acknowledges that t»nm are certain seourity, cormpUon, transmission error and access availability
risks associated with using open networks such as the intemot, and the Customer assumes all such risks. The Cvmvmo, oxan make on
independent assessment of the adequacy of the intemntand the eonx'o security procedures. The Customer further acknowledges that the
oe|nminn and use by it of any third party security and communications ooMwee and third party service providers is the vo|o responsibility of the
Cvnwme,, and the Bank disclaims an ,ioxo related txomm, notwithstanding that the Bank may recommend certain security and/or
communications software and services, The Customer agrees to, at its sole expense, procure and maintain an xardwmm, bmwonm, software and
telecommunications equipment necessary to access the Service m accordance with the Bank's recommended system configuration.
8. Funding Customer authorizes Bank to debit Customer's applicable account for the amount of each tax payment and for any applicable bank
fees and charges when don. In the event Customer does not have sufficient funds in Customer's applicable account m cover the amount ofa tax
payment` Bank shall have no obligation to make the tax payment for Customer, but if Bank does make such payment Customer agrees to
reimburse Bank immediately for the total amount of funds disbursed pursuant to the tax payment, Funds Bank receives and holds pursuant mthe
Service shall be hold as odnpunx liability|o Customer and not in trust for Customer o,the taxing au|homy.
G. Warranties; Indemnity. Except as specified ue|mw. Customer will be deemed to make the same warranties to Bank as Bank makes
pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the
requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the
NACHA Rules, Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which
the Service is not authorized� and(h)each tax payment Customer originates will comply with applicable US. laws and regulations and Customer
acknowledges that payments may not he initiated that violate the laws ofthe United States,
Customer agrees m indemnify Bank and Bank's omp|vy000, offioers, directors and agonts, and hold all of them xunn|nso from and against any
and all claims, demands, |000mu` nobmoeo or expenses (including attorney's fees and costs) resulting directly or indirectly from (a) Customer's
breach of any warranty made under this Section and(W compliance by eunx with any request Customer makes for o omnonnahnn,stop naymont,
reversal o'recall of any tax payment.
Bank shall have no responsibility for any delay by any xC* opo,umr (on such term is defined in the wACHx nu|oo) or taxing authority in
processing any tax payment Bank transmits m such entity or failure by such entity to pmueao or apply any tax payment.
7. Stop Payments; Reversals and RmomUm. Cvommnro instruction to stop payment of, reverse or recall one o, more tax payments
must be received by Bank in such time and manner as Bank specifies. Bank will pmnemm these transactions in accordance with Bank's
procedures advised to Customer. Any reversal v,recall initiated by Bank in subject m acceptance bythe relevant taxing authority. Tax payment
instructions may not ba amended ormodified.
Q. Payment Limits. Bank may from time to time establish or revise(a)maximum dollar limits for each payment to be made by the Customer to
a specified taxing authority,and(b)aggregate limits for all payments to be made by the Customer to oxpeci8ed taxing authority within au4-hou,
period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to
Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the
settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies.
8. Limitation of Liabi|ity, Bank's maximum aggregate liability in connection with the Service shall be limited as provided in the Account
Documentation(as defined in Section 10 below)and shall be further limited to the lesser of the amount of any penalty or interest actually imposed
by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months.
10. Incorporation of Account Documentation; Termination. The Bank's terms governing the operation of business accounts and
services("Account Documentation") are incorporated hemin, an the same may be amended from time votime, If and to the extent that them is
conflict between the Account Documentation and these Service Terms. the provisions of these Service Terms shall prevail. In addition to Bank's
termination ngmo under the Account Dmc"mentahon, Bank o»an have the right to terminate or suspend these Service Terms and the Service
upon notice m Customer m the event of Customer's breach n,the mxCHA Rules,
L. Client A
ccess
1. Service. The Bank will provide o nommm 0»e "Service") for electronic *ncaox to the Customer's account infonnation, reports and data
(collectively, ^) and for the electronic transmission to the Bank of messages, service requesto, and payment and non-payment instructions
(each an ^mmmminn^) and from the Bank of messages, notifications and u|ents, via online, »ox|-to'xovVh|e transfer and mobile channels, The
Bank reserves the right to modify the applications and products(each an"Application")available via the Service, upon notice to the Customer,
2' Security Procedures.
2.1. The security procedure for accessing the Service via the online and mobile channels includes an identification code and confidential
peuoword, and for certain functiono, the use of Bank issued or approved vecvmv device ("Security oevice], provided that the mobile
channel allows for the use of a biomet,ic identifier instead of a Security Device and identification code. The security procedure for
accessing the Service via the xust-t*xonVri|e transfer channel includes the use of Cem(ioato, as set forth in Section a below. The
Customer shall uebound by and adhere m the security procedures for use o/the Service advised tvbin writing through any medium by the
000x as may be revised homtime\ntime upon notice to the Customer, including without limitation the procedures set forth herein. The
Customer shall notify the Bank immediately u/loss o,theft oraSecurity oovioe, any unauthorized use of Security Deviue, or any other
breach of security, including the compromise of a Certificate(as defined below), The Bank may dishonor or disable any Security Device at
any time and will inform the Customer of the same.
The Customer agrees thutonyuueu,mnServ|ceincomp|ionmawithaBanxivovedsecumypmoedu^e|xdeeme4touenerrieuoutdirocny
by and on behalf of the Customer.The Customer agrees to safeguard all Security Devices and to instruct each Authorised User, as defined
in Section 2.3 below,to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only
uy Authorised Users.
2.2. The Customer n»oU designate nouu,hy administrators who v»an have equal authority in accordance with the administrative control
procedure for each Application and/or the authority to odd. update or delete my keys in connection with the hovmo'hovxh|e transfer
channels. The Customer agrees tu notify the Bank of any oxanoo in security administrators in the manner and mon designated by the
Bank, Any such changes shall be effective at such time vxthe Bank has received such notice and has had u reasonable opportunity mact
upon it.
2.3. The security administrators shall be responsible for i designating individuals ("Authorised Users"); (ii) identifying the functions of
the Service, including the Mobile Application (as defined below), that each user may access; (iii) requesting, controlling,
disseminating, and/or canceling user entitlements�(iv)receiving and distributing materials, notices,documents and correspondence relating
to the security procedures� and (v) advising each user of his/her obligations hereunder or under any of the applicable Account
Documentation, as defined in Section 6 below. The security administrators shall provide to the Bank, upon the Bank's request, a list of
Authorised Users. In the absence of a valid designation of a security administrator at any time,the Bank may deliver Security Devices and
materials to any person authorized to act on behalf of the Customer with respect to the accounts.
3. Open Network Access; Equipment. The Customer acknowledges that there are certain oeovritv, corruption, transmission error and
access availability risks associated with using open networks such ao the Internet,and the Customer assumes all such ,ivxm. The Customer shall
make an independent assessment of the adequacy of the Internet and the Bank's security procedures. The Customer further acknowledges that
the selection and use by nof any third party security and communications software and third party service providers is the sole mvpvnu/mmv of
the Customer, and the Bank disclaims all nxka related t»onyo, notwithstanding that the sank may recommend certain security and/or
communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers,software and
telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration.
4. Instructions; Data.
4.1. The Customer shall he solely responsible for the genuineness and aocuracy, both as to content and fonn, of all Instructions properly
received bv the Bank,
4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate,and may be periodically updated and
adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the
inaccuracy of Data. Fortxo,. the Bank shall have no liability for the receipt or viewing by any party of Data von\ to the destinations
designated bv the Customer. including but not limited memail addreosoo,fax and telephone number(s).
4.3. The Customer acknowledges that the Secure ewai| Application is not intended for the transmission of Instructions to transfer cash,
»ocuvheo or other assets. The Customer shall not transmn, and the aonu shall have no obligation to act vpon, any such Instructions
transmitted through Secure nMai|.
S. Customer Warranties. The Customer represents and warrants to the Bank that: (i) prior to submitting any document which designates
Authorised Users, the Customer shall obtain from each individual referred min such document all necessary consents toenable the Bank m
process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in wmmo the geographic
location o|its Authorised Voos and shall provide all updates to such information; and (iii) the Customer shall not access the Service from any
jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized. The Customer hereby
represents and warrants mthe Bank that these Terms constitute its legal and binding obligations enforceable in accordance with its terms.
G. Miscellaneous. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the
domicile of the Customer, Where any local laws or regulations of any jurisdiction apply as a result of the Customer's users accessing the Service
from such jurisdiction or as u result of the location of such accounts in such jv,|suimion, the jurisdictional specific provisions of that jurisdiction
shall apply m the use nr the Service by such users. The Bank's terms governing the business accounts and services, including service terms that
govern the Bank's processing of Instructions transmitted via the Service oncomonmnon^>, are incorporated »emin, as the same may
be amended from time to time. If and to the extent that there is m conflict between the Account Documentation and these Service Terms, the
provisions cx these Service Terms shall prevail.
These Service Terms shall be governed by and construed in accordance with the laws of the State of Ohio, USA (without reference to the conflict
o,laws rules meren0.
7. Mobile Application. The Service is available via a Bank mobile application (any such app|icativn, including released mudificaUonv,
updaten, vpn,adoa, successor and evushmte oohwom programs as may have been provided by the Bank to the Customer, a "Mobile
Application").
7.1. Accepting use ofthe Bank's SIMS Text Notification Service and/or the Mobile Application service constitutes the Customer's authorization
for the Bank to vend Data, message nnn*u,uona and u|eum through any communication oe=|uo powiders, including both |memnt and
telecommunications pmviderv, which v»aU each be deemed to be acting as the Customers agent. Such providers may not encrypt
communications.
7.2. Authorised Users may be required to accept an application agreement or license in order to download the Mobile Application, The
Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services.
7.3, The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification o,alert delivered via any
mobile device.
D. Host-to-Host/File Transfer Services. The Service is available via host-to-host/file transfer Services. The Customer and the Bank will
use the following procedures for digital-sig nature public key management using a certificate("Certificate").
8.1. The Bank shall have the right to rely on any request relating to and in connection with the host-to-host/file transfer channels that the Bank
believes in good faith to have been sent bva security ndminmummr, notwithstanding that such security administrator may uo a third party
agent acting on behalf nf the Customer.
8.2. All requests to amd, update or delete security xovn will be coordinated through the Customer's Customer Service Office, (o, mxo,
designated Bank representative ao the Bank may dimoV.
8.3. Customer shall provide a request and supplementary material(such asa text file or other physical mpmsen\ahonof the public security x°yu
of the relevant Certificate) in ammrdo^oa with the Bank's administrative control procedures of the action N be taken, o request for a
suggested date and time the action is to be taken, and an attached file containing the Certificate. The Bank shall effect such change
requests within a reasonable period of time; howmvo,, such aquoom must be moe*od at least two U.S. banking days prior to the security
key implementation date.
n— "��'"^
.
Q/� Upon receipt or Customer's request,the Bank mm|validate the Upon successful confirmation,the Bank will reply confirming receipt
of the security key file and the scheduled date and time for the action to take place, Requests for security key additions, updates or
deletions will be actioned during the course of normal business hours, Monday through Friday, 8:30 AM—5:30 PM Eastern Time(United
States). The Bank shall not take any action until a request has been received from the Customer which the Bank acting in good faith
believes to be an authorized request, in the form the Bank advises the Customer.
8.5. The Customer agrees to abide by Bank's administrative control procedures for security Certificates, including the following:
W Certificates must have a validity period of one m two years,
(ii) wo Certificate shall be accepted unless it adheres w the following cryptographic specification:
^
Message digest:SH*-1
• Asymmetric algorithm: RSA
• Asymmetric algorithm key length:zow8 bits o'more
Notwithstanding any courtesy notifications from the Bank regarding the Customer's impending Certificate expiration, the Customer
acknowledges that biathe Customer's sole responsibility m update the Certificate prior to its expiration date, The Bank shall have no
liability for any |000 or damage (including, for the o,nidonma of doubt, any indirect, mpeda|, punitive or consequential damages or |onooa)
arising from the Customer's failure totimely update its Certificate. To allow for proper execution of administrative control pmcegumo,and to
prevent any lapse in service or emergency pmmaduma. the Customer must request a Certificate change at least 30 days prior to actual
Certificate expiration,
Jurisdiction Specific Provisions Exhibit
A. Australia & NevxZma|and—SeefurthnrParagmuhnMandQhonain,
The Bank's liability to Customer for loss or damage of any kind in contract,tort(including negligence), under any statute or otherwise arising from
or relating in any way to this Customer and/or its subject matter, is reduced to the extent that Customer caused and/or contributed m the loss or
damage.
Fees:
To the extent that any supply made the Bank under these 8ormoo renno is a taxable supply fort*, purposes of the Australian Goods and
Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under
this License Agreement, (^GST`). the fees payable in respect n«that taxable supply (^ongina| amovnt~) will uo increased by the amount o/GST
payable in respect u[that taxable svpp|y. Customer must pay the increased amount a'the same time and in the same manner an the original
amount.
Consumer Warranties.
(i) Australia
The following provision applies if, uovphe the terms of these Service Tonna and the xocvvm Documentation as applicable to the oames
provided under these Service Terms,the proper law of this Agreement is the law in force in an Australian jurisdiction:
The Warranty and Limitation of U*mmy pmmxm^s of these So,mco Terms and the Account Documentation as applicable to the m:mxceo provided
under these Service Terms are subject to the following and only apply to the extent permitted by law:
Notwithstanding anything in this Agreement, consumers may have the benefit of certain rights and remedies pursuant to the Trade Practices Act
1974 (Cth} and similar state |ewo in Australia in mope*of which liability may not be excluded, If so, then to the maximum extent permitted by
law, such liability is limited, at the Bank's option, in the case of goods to either(a) replacement of the goods; or(b) correction of defects in the
goods: and in the case of services to either(a)re-supply of the services; or(b)the cost of re-supply of the services.
(i|) New Zealand
n the Customer is acquiring software in New Zealand, the Customer confirms it is acquiring the software for the purposes ma business (as that
term is defined in the Consumer Guarantees Act 1993),and that the Consumer Guarantees Act does not apply to the software.
Miscellaneous. The following provision shall apply if, despite the terms of these Service Terms and the Account Documentation as applicable to
the services provided under these Service Terms,the proper law of these Service Terms is the law in force in the New Zealand jurisdiction:
The Limitation of Liability and Warranty provisions of these Service Terms and the Account Documentation as applicable to the services provided
under these Service Terms are subject to the following and only apply to the extent permitted Uylaw:
,_~ ," _,n,
Notwithstanding anything in these 3omwa Terms and the Account Documentation as applicable to the services provided under these Service
Tnnns, a ovomme, may have the benefit of certain rights and remedies pursuant to the Consume, Guarantees Act 1393 in respect vvwhich
liability may not be excluded. If so, then to the maximum extent permitted by law, such liability is limited, at the Bank's option to(u) re-supply of
the Service; ur(o)the cost nf re-supply o,the Service.
B. Cmnmbodia—SeafurtxorParagmpxo M. w and O herein.
C. Peoples Repub|icofChina—SeofurthorPamgmpxomandQxamin.
The Customer undertakes to be bound by the Service Terms, the terms of which have been read and accepted by the Customer, IN PARTICULAR,THE
CUSTOMER HAS READ,UNDERSTOOD,AND AGREED TO SECTION 4(INSTRUCTIONS; DATA),THE SECOND PARAGRAPH UNDER SECTION C
AND SECTION Q OF THE JURISDICTION SPECIFIC PROVISIONS EXHIBIT OF THE SERVICE TERMS,
The Customer agrees mat: (i)thn Bank shall be liable only for direct damages which are the mvvn of its failure to axoociva ordinary care or its
willful misconduct; and to the maximum extent permitted by law, (ii)the Bank shall not be liable for incidental, mdirem, spema|, or consequential
uamagox, regardless of the form or action and even if the Bank has been advised orthe possibility o,such damages. Nothing in these general
terms shall limit any party's liability for fraud.
Notwithstanding any other provision to the contmry, where an overdraft condition may exist, m the extent permitted uy law (including the law
where the Customer is incorporated), the Bank may debit the Customer Account even though modehitmaybringmboutn,incmaonanmmrdeM.
If any debit to the Customer Account brings about or increases an overdraft, such overdraft shall be immediately due and payable, to the extent
permitted by law(including the law where the Customer is incorporated),without further notice or demand,
The Customer represents that prior to submitting any document which designates the po,anno authorized to act on the Customer's behalf,
including, but not limited to a security administrator designation form, Customer shall obtain from each individual referred to in such document all
necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service.
Laws, Rules, Regulations and Practices: The Customer agrees to and shall always abide by and comply with all |ows, m|eo and regulations
(whether or not having the force of law including without limitation rules from time to time made by the People's Bank of China and all
determinations made thereunder)from time tu time applying relating to any or all of the Accounts and/or deposits the Customer may place with
or through the Bank. The Bank has the right, without prior notice to the Customer(or upon notice if a prior notice is required by law), to do such
acts, deeds and things and adopt such practices ao the Bank may in its absolute discretion onnoiUo, nomaonam o, appropriate w ensure due
compliance with or implementation of any or all of such laws, rules and regulations, notwithstanding any contrary provisions of the Account Terms
and the Account Application forms. The Customer further agrees mabide by and comply with such practices(s) as the Bank may from time m
time in its absolute discretion adopt in connection with such compliance or implementation,
These Service Terms shall be governed by and construed in accordance with the laws of the Peoples Republic of China,
Any dispute arising from or in connection with these Service Terms,including any question regarding its existence, validity, breach or termination,
between the narties, shall be submitted to the China International Economic and Trade Arbitration Commission (^C|ETAo^) in BoUing, for
arbitration which shall be conducted in accordance with its arbitration m|ea in effect at the time of applying for arbitration. The language of the
arbitration shall be in English, The tribunal oxan consist of three arbitrators who mum be able to conduct the arbitration in English. The parties
hereby agree to the appointment of arbitrators who may not be on CIETAC's Panel of Arbitrators nor on any unofficial panel of arbitrators, The
pony initiating arbitration shall appoint one arbitrator and the party responding to the notice of arbitration exo|| appoint the other arbitrator, The
third arbitrator(the"Presiding Arbitrauor shall not be a national of the PRC and shall be selected by agreement between the parties or, failing
agreement within uO Business Days after the gate of appointment of the second of the two arbitrators appointed by the respective party, by the
cxo|nnan ofQETAC Any onoi/m| award a) shall be made in English and Chinese; b) s»uu be final and binding on both parties; and c) may be
enforced in accordance with the provisions nr the award.
D. Hong Kong—SeefurtharPuragmphsMondOharein.
Nothing in these Service Terms shall limit any party's liability for death or personal injury caused by negligence of that party or its employees or
for fraud. Any contractual limitation of liability o»ao be modified so that such provision sxo|| be applicable to the services provided hereunder to
the maximum extent permitted by law,
The Customer represents that pnn' to submitting any document which designates the persons authorized to act on the Customer's bexa|f,
including, but not limited to a security administrator designation form, Customer shall obtain from each individual referred to in such document all
necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service,
E. |ndia—Soo further Paragraphs M. m and Q herein.
F. Indonesia—See further Paragraphs M.Oand Q»nwin.
The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder,they
hereby waive any pmvisions, procedures and operation of any applicable law to the extent a court order is required for the termination of these
Service Terms and the Account Documentation as applicable to the services provided under these Service Terms,
To the maximum extent permitted by law, the Bank may, at its sole discretion, make recordings and retain such recordings of telephone
conversations and data transmissions between the Customer and the Bank.
Section 7.3 shall be replaced by "Except for losses directly resulting from o,mro or delay caused by the Bank's gross negligence or willful
mimmouvct. the Customer acknowledges that the Bank nxa|| not be liable for any delays in any nam, message notification or alert delivered via
any mobile uewioo.^
G. K0a|oysin/Lmbuan-
N The following mmna shall apply in m|mUun to the Service where it is provided in relation to accounts in Ma|uysia/Lmbumn and/or where the
Service is provided in Malays iu/Lauuan:
(a) Paragraphs M and Q shall apply.
(b) Any references inthe Service Terms m the term ^Banx.^shall mean J,P, Morgan Chase Bank oo.xuu (for Malaysia) a^uJ,P. Morgan
Chase Bank. N.A., Labuan Branch(fo,Lo»uan).
(c) The Bank shall give prior notice m the Customer m any change m these terms.
(d) The Customer acknowledges that it mey, through its security udminimnamrs, create maximum limits (at a user entitlement |e*nV in
relation to funds transfers that may be conducted using the Service, to limit the Customer's risks, Notwithstanding anything to the
contrary in these terms,the Customer shall not be liable for any loss which is not attributable to or contributed to by the Customer.
(o) The Gowioe Tonnu shall be governed by and construed in accordance with the |mwo of Malaysia (without reference to the conflict of
laws rules wemo0.
VV If the Service is to be accessed by a Customer (1) who is domiciled or incorporated in Malaysia (other than Lauvan)` or (2) in Malaysia
(other than Lab"an}` that Customer undertakes not to ammvo or utilize nr attempt\o access o,utilize the Service provided by J.P. Morgan
Chase Bank Berhau through any JPwvrganwouoioe other than xn»xwv=vjpmvrganocmms.com.my.
H. Philippines—See further Paragraphs M and Oherein.
Subject to giving reasonable notice in writing the Bank, may amend the Account Documentation. The Customer will be deemed to have agreed
to any such amendment, if the Customer fails to object thereto within five(5)days from receipt of such notice.
i Singmpore—Swe further Paragraphs M and Q xmmm.
Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limit any
party's liability for death or personal injury caused by negligence of that puny or its employees o,for fraud. For the avoidance of doubt, to the
maximum extent permitted by |mw. the Customer hereby expressly agrees that nothing done or omitted to be done by the Bank pursuant mthis
agreement shall amount toa breach of the Bank's obligations under the bank secrecy laws vY any jurisdiction.
The nm,ioivno in Paragraph M. as applicable to Ginga»vre, u»an be without prejudice and in addition to any mma,right of the Bank to diao|me
any information on the Customer under any applicable law.
J. Republic of China (Takwan)—See further Paragraphs M. O and Qherein.
The Customer hereby acknowledges that the Account Documentation and nmo, related documents have been uanvo^ed to the Customer for
review for a period of at |aam five (5) days before the execution. The Customer executes and delivers the Account Application after fully
understanding the content of the above documents and oeoouy agrees to comply with the tonnm and conditions contained therein.
Section 7.3 o»oo be replaced by "Except for losses directly resulting from nrmm or delay oaysou by the Bank's gmoo negligence or willful
misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any oata, nnonnage notification v,alert delivered via
any mobile devico.^
N. ThoUand—SeefurtkorParagmphsM^ NondQhorein,
Nothing in of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limit
any party's oam|uy for gross negligence of that party or its employees o,for fraud.
L. Vietnam'See further Paragraphs M and Q herein,
These Service Terms shall be governed by and construed in accordance with the laws of Vietnam.
Any dispute arising out of or in connection with the services provided pursuant to these 8emmo Tonnv mdumny any question regarding its
emmenoo, validity or termination, x»an be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of
the Singapore International Arbitration Centre for the time being in fooe,which m|os are deemed to be incorporated by efe,onom in this clause,
The International Arbitration Act(Cap 14ax)shall apply, The Tribunal shall consist of a single arbitrator to be appointed by the Chairman of the
Singapore International Arbitration Centre.The arbitral proceedings shall be conducted in the English language and any award or awards shall be
moureu in English, The award of the orb8nmv,nxe|| be final and conclusive and binding upon the parties and the parties shall be entitled (but
not obliged)m have judgment.
Under no circumstances shall the arbitrator be permitted maward: (V punitive damages; or(n)damages nr any nature m excess of the amount
claimed. In addition,all statutes of limitation that would be applicable in any court proceeding involving the same subject matter shall apply in any
arbitration proceeding brought hereunder.
M. The following provisions are applicable to Customers (or, where applicable, Authorized uvvs) located in the following jurisdictions: Australia,
oomuvuia. Peoples Republic of China, Kong. India, Indonesia, Japan, Korea, Malaysia (including Lau"an). New Zealand, Poxismn,
Philippines,Singapore, Sri Lanka, Republic nf China,Thailand and Vietnam.
The Customer hereby consents w the disclosure of any information relating to the Customer 1o(i)any bank oxomi^er(o), governmental evmuxty,
the Bank's head-office and other branch offices, its affiliates and associates,assignees or prospective assignees, (ii)the Bank's auditors,counsel
and other professional advisers and (m) any other Bank's sub-contractors u,agents . in each case whether in India or elsewhere, as the Bonk
may, in good faith, consider necessary or desirable including,without limitation:
a) for the onUation, eyntmmis, processing and management of data and the storing of data relating to any Accounts held or transactions
undertaken uy the Customer;
W the reporting of transaction details and other customer related information for global risk munugemvnt. M|8 and regulatory reporting and
monitoring;
c) the monitoring u,the Bank's global credit exposure tn its clients and others;
d> for effecting any instruction by the Customer or any transaction for the benefit of the Cvommo,` or effecting any disclosure which may be
required m the Bank by any such party;
o) enhanced operational,technology,finance and other support function efficiencies, o,
q ua may he required by |ow, regulations or legal pmcosa, provided that the Bunk ohoU take such maauvmu as it considers reasonable to
pn,xene the confidentiality ursuch information or documents, The Bank shall at all times maintain in confidence an confidential information
and documents m|mUng to the Customer which are in the Bank's pv»uouaion subject to the oonKe right to disclose such information and
documents u,requirements under the applicable law.
�.
The following provisions are applicable m Customers (o,`where applicable, Authorized Users) located in the following jurisdictions: Cambodia,
India and Thailand.
Any dispute arising out mo, in connection with the services provided pursuant wthese Service Terms, including any question regarding its
existence, validity o,tennination. shall be referred to and finally resolved oyarbitration in Singapore in accordance with the Arbitration Rules of
the Singapore International Arbitration Centre for the time being in force,which rules are deemed to be incorporated by reference in this clause.
The International Arbitration Act(Cap 143x)shall apply. The tribunal uxax consist «[a single arbitrator to be appointed by the Chairman of the
Singapore International Arbitration Centre.The arbitral proceedings shall be conducted in the English language and any award or awards shall be
rendered in English. The award of the arbitrator shall be final and conclusive and binding upon the parties, and the parties shall be entitled(but
not obliged)tu have judgment,
The arbitrator shall in all instances be required to apply the substantive law of the State of Ohio, United States of America (without reference to
the conflict vf laws rules thereo0 and to enforce and apply the terms of these Service Terms and the Account Documentation oe applicable mthe
eomicox provided under these Service Terms. Under no circumstances shall the arbitrator be permitted to awurd� (i) punitive damages; or(ii)
damages of any nature in ex0000 of the amount claimed. In audi/ion, all smmtou of limitation that wvvN be opp|ioeb|o in any court proceeding
involving the same subject matter shall apply in any arbitration proceeding brought hereunder. Nothing in this clause shall bo deemed tuexclude
the right of either party to apply for interim injunctive relief from the State or Federal courts of the State of New York, United States of America,
provided that any court proceedings shall be restricted to such purposes only, unless the parties agree otherwise.
Notwithstanding the above, any disputes related solely to a Customer Account opened and maintained in a state or jurisdiction other than New
York shall bv governed by the laws o[that state o,jurisdiction (without reference m the conflicts of law rules/homoO
D n^ ~^~^
0. The following provisions are applicable to Customers (or, where applicable, Authorized Users) located in the following jurisdictions: Indonesia
and Republic cd China(Taiwan).
Notwithstanding anything to the contrary contained in these Service Terms and the Account ovm/mwmuoon as applicable to the services
provided under these Service Tmnno, the Bank shall have the right to proceed against the Customer in any other competent court in any mxor
jurisdiction where the Customer's assets are situated from time mtime and the Customer agrees to submit to the jurisdiction of any court so
chosen by the Bank. The Customer further agrees to waive any objections on the ground of venue or forum non coveniens or any similar ground.
The taking of proceedings in any jurisdiction »»ao not preclude the taking or proceedings in any other jurisdiction wmomm' concurrently or not.
The Customer irrevocably and unconditionally waives any objection it may now or subsequently have to the choice of venue of any |oVu|action
arising out of or relating to these Service Tonno and the Account Documentation as applicable to the services provided under these Service
Terms. The Customer also agrees that a final judgment against it in any such legal action shall be final and conclusive.
P. European Union.
The Customer acknowledges that it is not a"consumer"for the purpose of the European Union's Electronic Commerce Directive("ECD")(i.e.that
it is not an individual) and agrees that the Bank»xan not be required to make any disclosures or do any other thing ~mcx a non-consumer may
agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see"Notice regarding
EU e-commerce information"in the Terms&Conditions on http://www.jpmorgan.com.
(i) The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized
signatory details)which may constitute personal data for the purposes of the Data Protection Act 1998 (the"Act^) and other relevant data
protection legislation. Such personal data may be collected by or on behalf of the sunk in a number of ways (the "Collection Mnthodo^),
including via documentation relating to the provision to or use by the Customer of electronic banking services, or via the Customer's use of
such electronic banking services, and via other correspondence or communications between the Customer and the Bank,
(ii) The Bank will use personal data collected by it or on its behalf via the Collection Methods for the following purposes (me ^Pv,pouew^),
namely for the purpose o/providing the services mthe Customer in accordance with these Terms and the Product Terms, for the aonx'x
internal administrative purposes, for contacting the Customer about products and services which the Bank or other members of the Bank's
group offer which the o*nx bo|im,os may be of interest m the Cvnmmo,, and as may be otherwise required by law o'applicable regulatory
or governmental authorities, and such purposes may include transfer of such personal data outside of the European Economic Area to the
8onx'o subsidiaries or other connected companies or to other organizations as may be required by law or other applicable regulatory or
governmental authorities.
(iii) The Customer shall ensure that any disclosure o«personal data made hyionm its i the Collection Methods which
relate to the Customer's employees or agents is only made following notification by the Customer to data subjects of the pvrpu,ou for
which their personal data may be processed by or on behalf of the Bank, and is otherwise fair and lawful.
Q. As part of the Service, the Bank may (at its sole discretion, and subject to the Customer agreeing to any additional terms) muxo available an
Application which uno~» the Customer to access information, issue Instructions and/or service requests in relation to and/o, for the
commencement ofcertain products which may include, without limitation, time deposits, call deposits, umax sweeping oemiuoo, entrust loans, as
applicable. Where the Service is used for the above purpose, the Customer oO"aoa that all actions conducted, and |nstmm.nmn and service
requests issued vxa|| bind the Customer and, where applicable, be subject to review and acceptance by the Bank. The Bank shall he under no
duty to verify any |notrudion», service requests or actions of the Customer, Where applicable, the Bank may confirm its acceptance of any
service requests/Instructions through the applicable Application or through any other means acceptable to the Bank.
M. Foreign Exchange Pay0ent
Foreign Exchange(FX) transactions are payments and receipts where the currency of the transaction is different from the currency of the underlying
account, The funds transfer may consist ofmore than one transaction in order to move funds from an originator's account to a beneficiary's account.
The FX Payment Service allows the Customer to purchase o,sell foreign currency as principal or agent ("Trader Contracts") and to include related
settlement instructions by means of an electronic communication system or Bank acoovo system (each an "Access System"), as used herein,
"Value Date"means the date specified in each Trader Contract for the delivery o,the currency muo bought o,sold.
1. Trading Currencies. Trader Contracts will be limited to the sale or purchase of the lawful currency of such countries or any composite
currency as the Bank shall determine and aowioo the Customer from time to time. The Value Date may not be more than one year after the
date onwhich the Customer enters into the Trader Contract. |f the Customer chooses m make payment oy checks moo issued with respect m
the settlement of Trader Contracts, such checks shall be limited to such currencies as the Bank may announce to the Customer from time to
time;and such currencies are subject to change or termination without prior notice.
"--nn_S'A
2. Contracting aTrade:
(a) Data Input. The Customer shall enter into each Trauo Contract
otherwise following the instructions provided through the Access System when using the Service, "Service Material" shall mean any
administrative rules, clearing house rules, payment system rules, service terms or service guides, software licenses, Internet"click wrap"
terms or disclosures, user guides or implementation forms that may contain operating procedures, security procedures, specifications or
other requirements applicable to the Services,
(W Foreign Exchange Rate. The Banx, in its sole and absolute discretion, will determine the foreign exchange rate and spread (which
together shall constitute the"FX Rate")applied by the Bank to transactions executed using the Services. FX Rates are determined by the
Bank based nn various factors, including but not limited tomarket information and information concerning the Customer and the proposed
Trader Contract. The FX Rate may differ from rates at which comparable transactions are entered into with other customers or the range
of FX Rates at which the Bank otherwise enters into foreign exchange transactions on the relevant date.
(c) Offer by the Customer. I. For interactive services, the Bank and the Customer agree that the information displayed through the Access
System relating to the contract rate shall be deemed an invitation by the Bank to the Customer to submit an offer to the Bank to enter into
a Trader Contract. If the Customer wishes to make such an offer to the Bank,the Customer will enter the required information prior to the
expiration time oo/ for the qvntou rate. 2, For straight-through pmoomo uomi000. the Customer shall enter into each Trader Contract by
following the nmcedv"yu set for in the Documentation for that Service, The 8unx and the Customer agree that when the Customer
electronically transmits the instructions specified in the Documentation to the Banx, and in the manner and format specified in the
Documentation, the Customer will be uoomod to have made an irrevocable offer to the aunx to enter into u Trader Contract at such rate
oaie applied mthat transaction by the Bank.
(u) Confirmation. The ounh moy, but shun not be required to, accept any offer o/ the Customer solely by transmitting to the Customer
through the Access System aounfinnation (the "Confirmation"), /w the moment the Bank transmits (as evidenced by its records) the
Confirmation, the Bank and the Customer will have ontomu into the Trader Contract. The Confirmation will be sent to the Customer's
mnnmo| (which depending on the Service used by Customer could we by return confirmation n|e), and the Customer may print the
Cunfimnohnn, pmvided, huwovo,, that the Trader Cnmmot will be valid notwithstanding the failure of the Customer to receive or print a
Confirmation. Each Trader Contract will give rise to an obligation for the Customer to buy from the nanx, and for the Bank to sell to the
Costomer, the ov,n,ncy shown by the Confirmation as uoixo purchased uy the Customer, v,for the Bank to buy from the Cvs|nmer, and
the Customer to sell mthe Bmnh, the currency shown by the Confirmation as being aum by the Cvstnmer, on the terms shown in the
Confirmation,for settlement on the Value Date.
(m) Buy Back vvCurrency. Trader Contracts, once entered into, are final and irrevocable. The Customer acknowledges and agrees that the
Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under the Service. The
Customer acknowledges that it may not be able to man back certain foreign currencies once purchased (whether via the Client Access
Syamm,m|opxnno with Bonk representatives or otherwise).Although the Bank may o|*m to facilitate buy uaox of certain major currencies
(in the Bank's sole uisomhon), the Bank makes no commitment to buy back currencies notwithstanding any prior action or course of
dealing,
3. Settlement:
h$ Processing Settlement |nmtrwouunn. The Customer shall provide settlement instructions for each Trader Contract no later than 5:00
pm, Eastern Time on the Vo|wa Date. If the Customer fails to provide settlement instructions by the Value Date as required herein, the
Bank reserves the right mreconvert the currency into the original currency and the Customer will bear the risk of any change of currency
rates. The Customer will enter settlement instructions pursuant to the procedures set forth in the Service Material and a»provided mthe
Customer through the *mmso System, As a omnuhinn precedent to using this 8ewioo. the Customer is required to complete
documentation provided by the Bank applicable for each service used for settlement.
(b) Funding Currency Transactions. Whenever purchasing o currency pursuant to a Trader Contract, the Customer sxoU make the
requisite amount n,available funds being used to make such purchase available to the Bank by depositing such funds into an account
designated by the Bank no later than o|v»o of business for the currency being au|d on the Value omo. Whenever selling currency, the
Customer shall deposit such currency to an account designated by the Bank no later than close of business for the currency being sold on
the Value Date, The Bank is authorized to reverse any payment orders transmitted by the Bank with respect to any Trader Contract ifthe
Customer fails tu deliver full and final payment m the Bank uy the Value Date. Notwithstanding anything m the contrary in this Agreement,
the Bank's obligation to process settlement instructions for purchases of currency in advance of the Bank's receipt of full and final payment
from the Customer is subject to the limitation that the aggregate dollar value of Trader Contracts for purchases having the same Value
Date shall not be in excess ofan amount established Uy the Bank for the Customer from time \ntime; such amount shall bm subject m
pm|oiun or cancellation by the Bank at any time without prior nooco, although the Bank will endeavor to notify the Customer prior m any
revision or cancellation.
(u) Cash Basis Customer. Customers who are established by the Bank no"Cash Basis"Customers may only execute spot transactions for
the nv,cxaao of the |ywm| currency ofsuch countries or any composite currency as the Bank axan determine and advise the Customer
from time m time, The spot transaction will have a Value Date one or two business days from the"Transaction Date"(the date the Trader
Contract iv entered into)for most currencies, aa established uy the Bank. Cash Basis Customers will ve debited on the Transaction Date
instead of the Value Dote. If the Customer's account does not have sufficient funds available to ome, the Trader Contract on the
-
Transaction Date, the Bank, onthe following business day,will cancel the Trader Contract and any associated payment order. The Bank
shall have no liability to the Customer in the event the Bank cancels a Trader Contract due to the Customer not having sufficient funds
available to,cover the Trader Contract on the Transaction Date.
(d) Payment in Specified Currency. The receipt or recovery by either party of any *mount in respect of an uhnQabon of the other in a
currency other than that specified for payment hereunder,whether pursuant to a judgment of any court or pursuant to a separate closeout
agreement or otherwise,shall discharge such obligation only to the extent that on the business day immediately following such receipt,the
recipient shall oo ab|e, in accordance with normal banking procedures, /o purchase the relevant currency mneoinod for payment |nthe
amount specified with the other currency uoreceived. If the amount of the relevant currency specified for payment hereunder or under a
Trader Contract uo purchasable uxe|| be less than the amount specified hereunder oxsuch omigahon, the obligor shall, as aaoparate
obligation and notwithstanding any judgment o[any court, indemnify the recipient against any loss sustained br it. The obligor shall/nany
event indemnify the recipient against any costs incurred by it in making any such purchase of the relevant currency specified for payment.
(o) Sou|annont by Draft. For all Trader Contracts that the Customer elects wsettle by draft, the Customer acknowledges and agrees that in
the event the draft is not presented for payment within one hundred eighty(180)days from the date of issuance, the Bank shall have the
right w cancel the draft, and the Customer authorizes the Bank^oreconvert the funds into the original currency at the then-current rate
undmcredit the Customer's Account. |,the remitter iono longer a customer uf the Bank,the Bank may, in its discretion,transfer balances
toan unclaimed monies account, ur issue a cashier's check, sending itmthe address o/the Customer on the books and records o,the
Bank. In the event that the payee, holder or other third-party claims against the Bank on a cancelled draft. the Cvshumo, agrees that it
shall be responsible for any |u000v in connection with such cance||unon, including any amount mcreditad or umenwimo paid to the
Customer. The Customer acknowledges and agrees that applicable service charges and expenses, including stop payment and periodic
maintenance fees,may be charged to the Customer's Account or otherwise deducted from the amount to be paid to the Customer.
4. General Provisions:
(a) Representations and Warranties. The following representations and warranties a»an be deemed uuhm made and repeated by the
Customer upon entry into any Trader Contract. The Customer represents and warrants that: Voaox Trader contract o, other Bank
currency contract is entered into by the Customer for the purpose of hedging its exposure to currency fluctuation and not for purposes of
speculation;and it)the Customer has sufficient knowledge and experience to be able to evaluate the merits and risks of entering into each
Trader Contract or mme, Bank currency oonnact, is acting in light of its own judgment or upon professional advice it obtained
independently of the Bank or any agent of the Bank as to those merits and risks including, where relevant, its own judgment of the correct
tax and accounting treatment of the Trader Contract or other Bank currency contract and it is not relying upon the view or advice by the
Bank.
(b) mam»n, Foreign Exchange Agreements. If the Customer and the Bank have entered or hereafter enter into any master agreement
relating to foreign exchange contracts, Trader Contracts uUu|| be subject to the cancellation and o|umoout provisions of any such
agreement providing for liquidation of foreign exchange contracts upon the occurrence of specified events (including those provisions
relating to c|uuoom ne8ing), but shall not be subject to the other provisions of such agreement such as those relating to the creation or
foreign exchange contracts and(unless otherwise agreed)payment netting,
muu,,J,w"wan Chase^Go.All Rights Reserved.Jiumorgan Chase Bank,w*.Member FDIC.
Eligibility for particular products and services.°subject m final determination bym.Morgan arid/or its affiliates.
City o
Fort Worth., Texas
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Mayor
Approved wo80/22/2013
DATE: Tuesday, October 22. 20l3 REFERENCE NO,: P-1 1595
LOG NAME: 19P13-0166_B/DN}QNG
SURKECT-:
Authorize Agreements with JP Morgan Chase Bank, N.A., for Banking and Depository Services for all City
Departments with an Estimated Cost of$433,333.00 Annually for a Term of Three Years and up to Two
One—Year Renewals (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize Agreements with JPMorgan [boso Bank, N.&.,fnr
banking and depository services for all City departments with an estimated cost of$433,333.00 annually for a
term ofthree years and unin two one—year renewals.
DISCUSSION:
The Financial Management Services will administer these &go:enncuio, vvbicb will be used to provide
banking and depository services for all City departments. These Agreements include all banking and
depository ncrvioco needed by the City with the exception of services uxcooiu1ed with trust and uumct
management for oil and gas revenues, which are provided by Wells Fargo(M8iCP—ll487).
A Request for Proposals (llFP) for banking and depository services was issued May 15, 2013. The City
received three responses to the RFP. The evaluation team consisted of representatives fcoru the Water,
Municipal Court, Police, and Financial Management Services Departments. Proposals were rated no
nooyouuivnuexe, ability to provide required services and reports, banking services costs, earnings potentials,
experience, references, continuity of bank and bank officials,creditworthiness and stability of the bank.
Through the evaluation process, }P Morgan Chase Bank, N.&.. was determined to have submitted the best
evaluated proposal.
Under the proposed &gronrncntx, fcou are calculated on uper—uervioe basis. Although total fees for the
services that are forecast io be required during the initial three year period are estimated iu the amount of
$1,300,000.00, Chase is offering a competitive earnings credit rate on cash balances, which can be used to
offset fees. Because of the City's financial policy to keep a certain amount of ready cash to maintain liquidity
and current low returns iu other investment vehicles, Staff anticipates that the liquid cash nnuio<aiocd at the
bank will earn enough credit to offset fees in Fiscal Year 2014, resulting in little or no out—of—pocket cost to
the City. If the accounts do not ouro sufficient credits to offset the fees in their entirety, Staff will identify
budgetary savings to offset the net banking expenses and plan accordingly in future budgets.
ADVERTISEMENT —This RFP was advertised inthe oo Wednesdays from May
15, 2013 through June lA, 2013. Proposals were received from Bank of America, Wells Fargo and J9
Morgan Chase Bank, N./\.
M/WBE OFFICE — A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE Office because the purchase of goods or mecviozo in from
sources vvbero subcontracting or supplier opportunities are negligible.
AGREEMENT TERM — DoonCdvCouocl approval, these Agreements shall encompass services beginning
on October l, 2013 and ending on September 30, 2016.
RENEW/\l. OPTIONS — Tbcoo /\groonuento may be renewed for up to two additional one—year periods at
the City's option. Renewal does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to subsFv the City's obligations during the renewal terms.
FORMATION:FISCAL I
The Financial Management Services Director certifies that funds are uvuUuhle in the current operating
budgets, uo appropriated, of the General Fund and Water and Sewer Fund.
B0N\\
CENTERS:FUND
TO Fund/Account/Centers FROM JEund/Account/Centers
Submitted for City Manager's Office by:'
SuoanAJaoia (8180)
Originating Department Head: Somao /\luoin (8100)
Additional Information Contact: ]000yKccznnam (0030)
ATTACHMENTS
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4. Waihver.PDF
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