Common use of Other Terms and Services Clause in Contracts

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (or we reasonably believe there is) a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit the funds to an appropriate court for resolution; (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, state and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, fees and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (of, or we reasonably believe there is) , a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (or we reasonably believe there is) a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and:

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, and expenses suffered or incurred by us purportedly arising from or in connection with your you violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (of, or we reasonably believe there is) , a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, state and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, fees and expenses suffered or incurred by us purportedly arising from or in connection with your you violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (of, or we reasonably believe there is) , a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, state and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, fees and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (of, or we reasonably believe there is) , a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; or (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the with a right to access the account withdraw funds from your account(s) dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, state and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, fees and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (or we reasonably believe there is) a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; (iv) close the account a ccount and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, state and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, ’ fees and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (of, or we reasonably believe there is) , a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; or (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' ’ fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the with a right to access the account withdraw funds from your account(s) dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and (b) we have had a reasonable opportunity to act on that knowledge. You agree we may pay or certify checks drawn on or before the date of death or legal incompetence for up to 10 calendar days after such death or legal incompetence unless ordered to stop payment by someone claiming an interest in the account. Do we have any responsibility if you use a facsimile signature? The use of any facsimile signature (by rubber stamp or other mechanical means) is solely for your convenience and benefit. You authorize us to pay items on your account which purport to bear a facsimile signature regardless of who placed the facsimile signature on the item or the circumstances surrounding the use of the facsimile signature, even if it was made by an unauthorized person or with a counterfeit facsimile device. We may also accept facsimile signatures as endorsements on items payable to you that are cashed or deposited to your account. You have full responsibility to maintain the security of a facsimile signature device. We will not be liable to you if use of the facsimile device (or similar device utilized to affix your signature) was unauthorized. When can we assess you for deposit insurance? For some business accounts, we may charge you an assessment related to deposit insurance, based in part on the assessment rate the FDIC charges us. The assessment may include deposit insurance charges, Financing Corporation (FICO) assessments and other fees, charges and assessments provided by law. The assessment rate is variable. We may change it in our discretion at any time without notice. The amount of the assessment will appear on your statement. Will we ever “freeze” your account and, if so, how? We reserve the right to "freeze" or place a "hold" on your account (i.e., not permit any withdrawal or transfer) and/or to prevent any deposits or credits from being made to your account, without any liability to you, for a reasonable period of time, when (i) we have the right of setoff, (ii) there are claims or disputes concerning your account, (iii) we believe your account may be subject to irregular, unauthorized, fraudulent, or illegal activity or (iv) we in good faith believe we either have a claim against you or the funds in your account, or something has occurred or is reasonably expected to occur that may result in our having a claim against you or the funds in your account. This paragraph shall not be enforced in violation of applicable law. You further agree, as a result of a hold placed on your account, we shall have no liability based on any item which is returned unpaid, causes the account to go into overdraft status, results in any item being declared an “Overdraft Item,” or causes any other loss or damage. If we do freeze or place a hold on your account, we will provide notice to you as soon as reasonably possible. However, we may not provide this notice to you prior to freezing the account if we believe that such notice could result in a security risk to us or the owner of the funds in the account. Is our liability to you limited? When do you agree to indemnify us? Our responsibility to you and to your account is limited to the exercise of ordinary care as established by the reasonable commercial standards of the banking industry. We will not be responsible to you for any loss caused by matters beyond our reasonable control including, but not limited to, wars, riots, actual or threatened terrorist acts, civil insurrection, strikes, computer failure, natural disasters, or the loss of power, communication or transportation facilities. We will not be liable to you under any circumstances for any consequential, incidental, special, or punitive damages, regardless of whether you informed us of the possibility of such damages. If we take any action with respect to your account pursuant to your instructions or orders or in accordance with the terms of this Agreement, or if you breach any warranty or representation provided by this Agreement or applicable law, and we incur any loss, liability, damage, cost or expense (including without limitation attorneys’ fees) as a result of any claim, demand, action, suit or proceeding brought by any party, you agree to indemnify us and hold us harmless from and against such loss, liability, damage, cost or expense (including without limitation attorneys’ fees) and agree to reimburse us for the amount thereof. Your liability will be joint and several. We may charge any of your accounts with us for any such losses, liabilities or expenses without prior notice to you. Nothing in this Agreement shall be construed to limit any rights or defenses available to us, or any warranty, indemnity or liability imposed on you, under applicable state or federal laws or regulations or any separate agreements applicable to your accounts. How do garnishment, levies and subpoenas affect your account? We may comply with any garnishment, levy, court order, writ of attachment, execution, injunction, subpoena, government agency request for information or other legal process against your account. You direct us not to contest the legal process. We may, but are not required to, send a notice to you of the legal process. We will not send a notice if we believe the law prohibits us from doing so. Any such legal process against your account is subject to our right of setoff and our security interest in the account. If any legal process is received against your account, we may freeze your account or turn over funds to the court or creditor as set forth in the legal process and refuse to allow any withdrawals from the account until the garnishment, levy or other legal process is paid or released. We are not liable to you for returning checks and other items unpaid and refusing to permit withdrawals from your account as a result of any hold or turnover of funds in response to legal process. You agree you will pay all fees for any returned checks as a result of any such freeze or payment in response to legal process. If the legal process applies to a time deposit account, we may charge the applicable early withdrawal penalty for funds taken from the time deposit. We are not responsible to identify or assert your rights or exemptions, if any, in connection with any legal process. If the legal process requests information about one or more, but not all, signers, we may release information about all signers on the account, even though some of the other signers are not covered by the legal process. We have no liability to you if we accept and comply with legal process as provided herein or by law. Will we accept and open accounts that require multiple signatures? We do not offer accounts on which two or more signatures are required to act on the account. We may act on the oral or written instructions of any one signer on the account. If you indicate on your checks, signature card disclosure or other documents that more than one signature is required for withdrawal, this indication is for your own internal procedure and is not binding on us. We may pay out funds from your account if the check, item, or other withdrawal or transfer instruction is signed or approved by any one of the persons authorized to sign on the account. We are not liable to you if we do this. Can you use a power of attorney to appoint an attorney-in-fact? If you appoint someone to act as an attorney-in-fact under a power of attorney, we must approve the form, and unless prohibited by law, we can refuse, with or without cause, to honor any powers of attorney that you grant to others. We may also require that the attorney-in-fact execute an affidavit attesting to, among other things, the validity of the power of attorney and the authority to act. We may, without any liability to you, accept any form we believe was executed by you and act on instructions we receive under that form. We may pay any funds deposited in your account to your attorney-in-fact. When we accept a power of attorney, it will be effective for all accounts you own, and we may continue to recognize the authority of your agent to act on your behalf without question until we receive written notice of revocation from you or notice of your death or incapacity and have had a reasonable time to act upon it. We will not be liable for action in accordance with the most current documentation if we have not received such notice. The authority of your attorney-in-fact under a durable power of attorney to receive payments, transact on or otherwise make changes to your account terminates with your death. You agree to indemnify and hold us harmless from and against any and all claims, losses, costs, damages, and liability, as a result of us following instructions given to us or transactions conducted by your attorney-in-fact acting under a power of attorney provided to us. How do we use your sample signature to verify authenticity? To determine the authenticity of your signature, we may refer to the signature card or to a check or other document upon which your signature appears. We may use an automated process to reproduce and retain your signature from a check bearing your signature. How can you place a stop payment order? What do we require? At your request and risk, we may accept a stop payment order on a check or other item drawn on your account if we have not already paid the item. We may accept a written or oral stop payment order from any person who has a right to withdraw funds from the account. You must make any stop-payment order in the manner required by law (including through Online Banking and/or Business Link), and we must receive it in time to have a reasonable opportunity both to verify the item is unpaid and act on it before our stop payment cutoff time. You may not stop payment on a point of sale transaction or an ATM withdrawal or transfer. We reserve the right to charge you a fee for each stop payment order and each renewal of a stop payment order. Because stop-payment orders are handled by computers, to be effective, your stop payment order must specify the number, date, amount of the item, and the payee. You may stop payment on any eligible item drawn on your account whether you sign the item or not. You do not have the right to stop payment on certified, cashier's, or official bank check. Generally, if your stop payment order is given to us verbally or in writing, it is effective for 6 months. If you notify us of the stop payment verbally, we may require you to provide your stop payment in writing and if you do not do so, the stop payment may expire after 14 days. If you want the order to continue after 6 months, you must ask us, in writing, to renew the order before the end of the 6-month period and pay another stop payment fee. Your request to cancel the order is not effective until we have a reasonable opportunity to act on it. We are not obligated to notify you when a stop payment order expires. We may require a release of the stop payment request by the person who initiated the stop payment order. If we pay an item subject to a valid and timely stop payment order, we may be liable to you if you had a legal right to stop payment, and you establish you suffered a loss because of the payment. Our liability, if any, for paying an item subject to a valid and timely stop payment order is limited to the actual loss suffered, up to the amount of the item. We are not liable to you for any special, incidental or consequential loss or damage of any kind. If you stop payment on an item and we incur any damages or expenses because of the stop payment, you agree to indemnify us for those damages or expenses, including attorneys’ fees. You assign to us all rights against the payee or any other holder of the item. You agree to cooperate with us in any legal actions that we may take against such persons. You should be aware anyone holding the item may be entitled to enforce payment against you despite the stop-payment order. Unless otherwise provided, the rules in this section cover stopping payment of items such as checks and drafts. For more information on stopping a preauthorized payment on an account, see the subsection entitled “Can you stop payment on a preauthorized transaction?” in the section titled “ELECTRONIC BANKING.” Rules for stopping payment of other types of transfers of funds may be established by law or our internal procedures. When will we use subaccounts? We structure checking accounts into two sub-accounts for regulatory accounting purposes: a checking subaccount and a savings subaccount. We calculate and pay interest at the same rate and in the same way on both sub-accounts. You will not see a difference in the way your account operates. You agree we may automatically, without a specific request from you, initiate individual transfers of funds between sub-accounts from time to time at no cost to you. These transfers will be automatic transfers so your ability to use your funds through your checking account will not be affected. We record the subaccounts and any transfers between them on our internal accounting records only. What is unclaimed property? When do we consider your accounts abandoned? State and federal law and our policy govern when accounts are considered abandoned. Your account is usually considered abandoned if you have not made any deposits to or withdrawals from your account for the period of time specified in the applicable state’s unclaimed property law. We are required by the unclaimed property laws to turn over to the applicable state accounts considered abandoned. Before we turn over an abandoned account, we may send a notice to the address we currently have on our records or the account statement. We may not send this notice if mail we previously sent to this address was returned. After we turn the funds over to the state, we have no further liability to you for the funds, and you must apply to the appropriate state agency to reclaim your funds. To the extent permitted by applicable state law, abandoned accounts will continue to be subject to standard account service charges, in addition to dormancy and escheat fees, as set forth on the Business Account Fee Schedule. What rights do we have to verify and reverse transactions? All transactions, including those for which we provide a receipt, are subject to subsequent verification and correction within our discretion. We may reverse or otherwise adjust any transaction which we believe we erroneously made to your account at any time even if you receive a receipt for the transaction without prior notice to you.

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, state and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, fees and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (or we reasonably believe there is) a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and

Other Terms and Services. What are our expectations for your compliance with laws? You agree to comply with all applicable federal, state, and local laws and regulations. You agree to indemnify and hold us harmless for any and all losses, claims, damages, costs, attorneys' fees, and expenses suffered or incurred by us purportedly arising from or in connection with your violation of this provision. What if there is a dispute concerning your account(s)? If we have been notified of (or we reasonably believe there is) a legitimate dispute or claim concerning your account, we may, at our discretion and without liability to you, take one or more of the following actions: (i) continue to rely on current signature cards, resolutions, and other account documents; (ii) freeze all or part of the funds until the dispute is resolved to our satisfaction; (iii) remit pay the funds to into an appropriate court for resolution; (iv) close the account and pay any proceeds to (a) all who have or claim an interest in the account, or (b) the account owner(s) as indicated in our records; or (v) pursue any other remedy available to us under applicable law. In addition, we may, at our option, commence a lawsuit or other legal proceeding to determine the ownership of your account. You are liable for all expenses and fees we incur, including attorneys' fees, and we may charge them to your account. When must you notify us of the death or incompetence of a person on your account(s)? You agree to notify us promptly if any person who is an owner or has the right to access the account dies or becomes legally incompetent. We may continue to honor your checks, items, and instructions until: (a) we know of such death or incompetence, and