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Business Digital Banking Agreement

BUSINESS DIGITAL BANKING AGREEMENT

INTRODUCTION AND MASTER AGREEMENT STRUCTURE

The use of the Digital Banking service (“Digital Banking”) requires that you read and agree to the terms and conditions of this Business Digital Banking Agreement (the “Business Digital Banking Agreement,” Digital Banking Agreement,” or “Agreement”). This Agreement between you and Premier Bank (the “Bank”) governs your use of Digital Banking (including transfers outside of the Bank through Digital Banking) (the “Services”). These Services permit you to perform a number of banking functions through the use of a personal computer, mobile devices, and tablet devices on accounts linked to the Services, including some with our affiliates and third-party vendors. When you use any of the Services described in this Business Digital Banking Agreement, or authorize others to use them, you agree to the terms and conditions of this Business Digital Banking Agreement. If you do not agree to the terms and conditions in this Business Digital Banking Agreement, do not register for or use Digital Banking.

Certain Services are subject to and described in more detail in the following Schedules to this Agreement:

MOBILE BANKING SERVICE SCHEDULE

TRANSFERS BETWEEN YOUR PREMIER BANK ACCOUNTS SCHEDULE

EXTERNAL TRANSFERS SERVICE SCHEDULE

ONLINE BILL PAY SERVICE SCHEDULE

E-STATEMENTS SERVICE SCHEDULE

STOP PAYMENT SERVICE SCHEDULE

MOBILE DEPOSIT SERVICE SCHEDULE

THIS AGREEMENT APPLIES TO COMMERCIAL ACCOUNTS ENROLLED IN DIGITAL BANKING. IT IS NOT APPLICABLE TO ACCOUNTS MAINTAINED PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD USES. SUCH CONSUMER ACCOUNTS ARE SUBJECT TO A SEPARATE DIGITAL BANKING AGREEMENT. YOU MUST IMMEDIATELY NOTIFY US IF ANY ACCOUNT ENROLLED UNDER THIS AGREEMENT IS USED FOR PERSONAL, FAMILY, OR HOUSEHOLD USES.

GENERAL TERMS AND CONDITIONS

  1. Definitions. For the purposes of this Business Digital Banking Agreement, the following terms have the meanings set forth below.
    1. “Account” means any deposit or loan account that you maintain at the Bank that are accessible through Digital Banking.
    2. “Account Terms and Conditions” means, with respect to an Account, the documents entitled the Terms and Conditions of Your Account, the Master Treasury Management Services Agreement (if applicable), and related certificates, affidavits, disclosures, and schedules, as required or provided in connection with your Account, from time to time.
    3. “Ancillary Documents” means such other disclosures, agreements, or terms and conditions applicable to any specific Service, as required by the Bank, from time to time, and any of which the Bank may amend, from time to time.
    4. “Authorized Representative” refers to a person authorized through resolution of your Board of Directors (or similar governing body or person(s)) to execute any and all agreements, transactions, or other powers on your behalf granted through said resolutions. The Authorized User will also be designated as the “Master User”.
    5. “Bank”, “we”, “us”, and “our” means Premier Bank.
    6. “Business Day” means all days except Saturday, Sunday, and all banking holidays.
    7. “Credentials” means confidential usernames, passwords, challenge questions, and/or any other piece of information or token used to log into and use the Services.
    8. “Customer”, “you” and “your” refers to the business customer using the Services under this Agreement.
    9. “Fee Schedule” means our schedule which includes the standard fees and charges that apply to your Account and to Services that we offer, as may be amended by us from time to time.
    10. “Sub-User” means a person authorized by the Master User through the Services to access certain features of the Services.
    11. “User” means the Master User and any Sub-User.
  2. Use of the Services. In order to enroll in Digital Banking, an Authorized Representative must initiate the registration of the business customer within Digital Banking and agree to the terms of this Agreement on the customer’s behalf. In order to use any of the Services, you must have at least one open business Account. You are responsible for the payment of any fees incurred by you on any Account, for any Service, at any time. You agree to pay all such fees upon request of the Bank. Further, you agree to pay all telephone charges, Internet access charges, or fees incurred by you in accessing the Services. The Services require that you have Internet access established.
  3. Age Requirements. By entering into this Business Digital Banking Agreement, you are certifying that you are at least 18 years of age or older. You agree to comply with all applicable laws and regulations in connection with Digital Banking.
  4. Relationship with Other Agreements. Your use of Digital Banking is governed by: (i) this Business Digital Banking Agreement, (ii) our Fee Schedule (available by calling us at 1-877-367-8178, visiting a branch, or sending a secure email using the Support Tab within Digital Banking), (iii) your application for Digital Banking and all implementation and enrollment forms (if approved by us), (iv) any terms, conditions, or instructions provided by the Bank which appear on the screen when using any of the Services; (v) any user guides and instructions we provide you on using Digital Banking or any of the Services, (vi) all other agreements applicable to the deposit or loan Accounts you access through Digital Banking, without limitation including the Account Terms and Conditions or Ancillary Documents, (vii) our Digital Banking & Website Privacy Policy, (viii) any applicable overdraft protection agreement, (ix) the terms of use for particular Services, our website , and our app, and (x) any other applicable loan or Account agreement (collectively, all of the foregoing agreements, as may be amended from time to time, other than this Business Digital Banking Agreement are referred to as our “Other Agreements”).
  5. Minimum Hardware and Software Requirements to Use Digital Banking. To use Digital Banking, you need:
    1. A computer, mobile device, or tablet device, with a current operating system and telecommunications connections to the Internet capable of supporting the foregoing.
    2. The most current version of a supported and commonly used Internet browser, such as Internet Explorer, Apple Safari, or Google Chrome, to access www.yourpremierbank.com (the “Website”).
    3. A valid e-mail address on file with us, and e-mail capable of interfacing with standard e-mail protocols.
    4. Sufficient electronic storage capacity on your computer's hard drive or other data storage unit to manage or retain information required for the Services.
    5. Adobe Acrobat Reader is required to view some electronic disclosures. To download a free copy, please go to https://get.adobe.com/reader/.
    6. For your protection, all applicable security patches for your supported browser and operating system must be installed.
    7. For your protection, up-to-date anti-virus/anti-malware must be installed.
    We may update these requirements at any time in our sole discretion. You are solely responsible for having the required hardware and software and for securing an Internet service provider. You also are responsible for any and all fees relating to communications carriers (e.g., telephone, cable, DSL or satellite), software providers (other than software that we may provide you) and/or Internet service fees that may be assessed by your communications carrier and/or Internet service provider. You are solely responsible for use of your computers and other devices (including mobile devices) used to access the Services (each, a “Computer” and collectively, the “Computers”) and all errors, failures, or non-performance arising out of the Computers, including but not limited to, improper operation, malfunction, viruses, worms, malware, or other malicious programs. You agree that you will not send the Bank any viruses, worms, malware, or similar malicious programs or engage in any activity which may have a harmful effect on the Bank’s website, app, or the Services. You are responsible for maintaining and ensuring the security of all Computers, systems, networks, and Internet access used to access the Services.
  6. Access to Digital Banking
    1. In addition to the hardware and software requirements above and having an Account with us, in order to use Digital Banking, you must have Credentials. We will provide initial credentials for the Master User. The Master User is required to establish new Credentials for access to the Services following their initial log-on.
    2. The Master User will select the usernames and initial passwords for each Sub-User according to the username and password requirements dictated within Digital Banking.
    3. If you suspect that an unauthorized person has access to any User’s Credentials, or believe any Credentials have been lost or stolen, or that someone may attempt to use the Service without your consent or has transferred funds without your permission, you must immediately notify the Bank and change your Credentials. We may, in our discretion, suspend or cancel Credentials if we suspect Credentials are being used in an unauthorized or fraudulent manner.
    4. Your session time is unlimited, but to help prevent unauthorized access and ensure the security of your Account(s), we will end your online session if we have detected no activity for a specified period of time. This is to protect you in case you accidentally leave your computer unattended after you login. When you return to your computer, you will be prompted to re-enter your authentication information and your session will continue.
    5. The Services are not necessarily available everywhere, and may not be available to non-residents or non-citizens of the United States. Any access or use of the Service from locations outside of the United States may increase the risk of compromising your Credentials. You agree to accept all liability for any compromise to your Credentials arising as a result of your use or access to the Service from locations outside of the United States.
  7. Digital Banking Services Generally. You may use Digital Banking to:
    1. View current balance information for your Account(s);
    2. View images of checks clearing your Account(s);
    3. Review available transactions for your Account(s);
    4. Perform Account maintenance such as ordering checks, requesting copies of monthly statements, changing address or phone number, and changing your PB&T Biz ID and password;
    5. Set up Alerts, as defined below, which may be provided through mobile banking;
    6. Manage your debit card;
    7. Generate reports showing your account information;
    8. Request stop payments on checks that you have initiated;
    9. Transfer funds between your Premier Bank Account(s) on either a one-time or recurring basis;
    10. Transfer funds outside of the Bank to accounts within your control;
    11. Pay bills online;
    12. View Account statements for Account(s);
    13. Download transactions to various file formats;
    14. Conduct mobile banking through the Mobile App;
    15. Access remote deposit capture and/or mobile remote deposit capture;
    16. Manage Sub Users and entitlements for your company; and
    17. Send us secure online mail messages and questions.
  8. Viewing Account Information. Subject to any restrictions we may impose from time to time, you may access any of your Account(s) at the Bank through Digital Banking. All Accounts on which you are an authorized signer or borrower may be linked. If you have a line of credit, you agree that the available portion of a line of credit may be accessed through Digital Banking. By using Digital Banking, you can get Account information conveniently and immediately on your Account. Balance information shown for your deposit Accounts is the “Available Balance.” The Available Balance is the actual balance, and less any holds and certain debits plus credits which have been authorized, but not yet settled, since the close of the previous banking day, for example, debit card purchases, ATM deposits and withdrawals, cash deposits and withdrawals, wire transfers, Digital Banking transfers, ACH transactions, and other pending activity. The Available Balance may differ from your actual balance as the Available Balance may include transactions that are still subject to verification while as your actual balance may not reflect transactions that are in progress, debit card authorizations that have not posted, outstanding checks, or other withdrawals, payments, or charges.
  9. Fees and Monthly Service Charge. There are no fees for accessing information about your Accounts or paying bills through the Digital Banking Service or Mobile Banking Service. We are not responsible for any fees that may be billed to you by your Internet service provider. All fees associated with your account are set forth in the Fees Disclosure. You should note that depending on how you use Digital Banking, you might incur charges for
    1. Normal account fees and service charges;
    2. Any Internet provider fees; and
    3. An NSF-fee returned item, overdraft or similar fee may apply if you schedule payments or transfers and your available balance is not sufficient to process the transaction on the date scheduled, or in the case of a personal check, on the date when the check is presented to us for payment.
  10. Transaction Limitations. We reserve the right to limit the frequency and dollar amount of transfers and payments for security reasons. We may permit you to exceed these limits from time to time at our sole discretion. Payments and transfers may only be made to and from Accounts in the United States, and only in U.S. Dollars. We also may deny or limit transactions for security reasons. We may refuse to permit an Digital Banking Service or Mobile Banking Service transaction at any time and without prior notice if we believe it may violate applicable law.
  11. Accuracy of Information. We assume no responsibility for the accuracy or timeliness of information provided by, or retrieved from, other institutions or other parties to your transactions. You agree to provide us with prior written notice of any changes in your designated Accounts with payees and other institutions that would affect our right or ability to process Service transfers or payments. If a transfer or payment instruction identifies a Payee or a financial institution by name and account or other identifying number, we and other financial institutions may process the transaction solely on the basis of the number, even if it identifies a different person or entity from what is indicated in the instruction. We have no obligation to identify and investigate discrepancies between names and numbers.
  12. Other Links. The Website, Digital Banking, and the Mobile App may contain links to third party websites and services, over which the Bank has no control. You acknowledge and agree that the Bank does not endorse, verify, or make any representations regarding these third-party websites and services and is not responsible for the availability of, and any liability arising from, any such third party websites and services. The Bank is not liable to you or any other party for any loss or damage which may be incurred by you as a result of these third-party websites and services.
  13. Availability of Services. Digital Banking and Mobile Banking are generally available 365 days a year and 24 hours a day, except during system maintenance and upgrades. When this occurs, we will display a message on the website when you sign on to Digital Banking or the Mobile App. Bankers are available to assist over telephone Monday through Friday 8:00 a.m. to 6:00 p.m. Eastern Time or Saturdays 8:00 a.m. to 12:00 p.m. Eastern Time, excluding bank holidays.
    We may on a regular basis perform maintenance on our equipment or system, which may result in interrupted service or errors in Digital Banking or Mobile Banking. We also may need to change the scope of our Services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. We make no representation that Services will be uninterrupted or error free. Our sole obligation to you arising out of (i) the non-availability of Digital Banking or Mobile Banking, or (ii) an interruption or delay in providing Digital Banking or Mobile Banking shall be to use commercially reasonable efforts to resume such Services. The foregoing shall constitute our entire liability and your exclusive remedy. In no event shall the Bank or any of our respective officers, directors, employees, agents or subcontractors be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, including lost profits (even if we are advised of the possibility thereof) arising in any way out of the installation, use, or maintenance of any computer equipment or Digital Banking. However, nothing in this section is intended to limit any rights you may have under federal law or otherwise provided in this Agreement.
    The Bank will not be responsible for any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, terrorism, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond the Bank’s reasonable control.
  14. Suspension of Service. The Bank reserves the right, without notice and at its sole discretion, to suspend or terminate your ability to access or use of the Website, Digital Banking, or the Mobile App, and to block or prevent future access to and use of the Website, Digital Banking, or the Mobile App for any reason. The Bank may, in its sole discretion, terminate, change, modify, suspend, make improvements to or discontinue any or all aspects of the Service, temporarily or permanently, at any time with or without notice to you. You agree that the Bank shall not be liable to you or to any third party for any such modification, suspension or discontinuance. We may terminate your Digital Banking or any Service provided via Digital Banking at any time without prior notice and with or without cause.
  15. Underwriting and Service Agreements. In order to use Digital Banking to use the remote deposit capture service and stop payments (using either a scanner or a mobile phone), you must have executed and delivered to the Bank any required separate agreements and/or enrollment request forms governing those Services. Any use of remote deposit capture or stop payments through Digital Banking is subject to this Business Digital Banking Agreement and any additional terms and conditions that we may provide you relating to your use of those Services. You may be required to perform additional security procedures with respect to those Services.
  16. Refusal of the Bank to Honor Instructions. The Bank will not be obligated to honor, in whole or in part, any transaction or instruction that: (a) is not in accordance with this Agreement, an agreement governing an Account, or any other agreement between the Bank and you; (b) the Bank has reason to believe it may not have been authorized by you or any third person whose authorization the Bank believes is necessary; (c) the Bank has reason to believe it may involve funds subject to hold, dispute, restriction, or legal process preventing its withdrawal; (d) would violate any applicable provision of any risk control program of the Federal Reserve or any applicable rule or regulation of any other federal or state regulatory authority; (e) is not in accordance with any other requirement of the Bank’s applicable policies, procedures, or practices; or (f) the Bank has reasonable cause not to honor for the Bank’s or your protection.
  17. Account Designations/Authorizations.
    1. The Master User will oversee your use of the Services and serve as your primary contact with the Bank with respect to the Services. The Master User will have the authority to act on your behalf in all matters with respect to Digital Banking. Your designated Master User must, in your discretion, possess the business knowledge, authority, technical capability, and trustworthiness appropriate for an individual charged with controlling the rights of other individual Users to access your banking information and conduct financial transactions on your behalf. Initially, the Master User will be designated during the enrollment process. The Master User will have access to all the Services and related Accounts available to you. The Master User will be able to grant access and authority to Sub-Users having a degree of access and authority less than that of the Master User’s level of access and authority with respect to the Accounts and the Services. The Master User may grant such access and authority to a Sub-User within Digital Banking.
    2. You certify that each User is authorized to use such User’s Credentials. You represent that each User has the requisite authority from your organization to give instructions or requests within the access capability associated with such Credentials (including, as applicable, general authority over the movement of funds in your Accounts). You agree that you are responsible for any activity connected with any User that you add including the Master User you designate, as well as any Sub-User designated by the Master User.
    3. As the owner of the business(s) Account(s) linked to Digital Banking, you are responsible for informing the Bank any time a person associated with your business and listed as an Authorized Representative or Master User, as applicable, has his or her authority revoked. The Bank may continue to recognize the authority of an Authorized Representative or Master User until it has received and has had a reasonable time to act upon written notice from you that such person is no longer authorized to transact business on an Account. Upon your designation of a new Master User, we will provide initial Credentials to the new Master User.Digital You must promptly notify the Bank of the removal/termination of a Master User, provided in no event shall said notice be delivered more than one (1) Business Day after the removal/termination, by calling us at 1-877-367-8178, sending us a secure message through the Digital Banking Services, or visiting a Premier branch location and speaking with one of our bankers. You are responsible for the actions of person who have had their authority to access and use the Services revoked until you give the Bank notice of revocation of such authority and the Bank has had adequate time to act on such notice.
    4. You are responsible for ensuring that the authority of a User (or Users) to access the Services are revoked when such User(s) is/are no longer authorized to access the Services (including, without limitation, when such User has left your employment). In addition, you are responsible for ensuring the authority of a User with respect to a particular Service (or Services) is revoked when such User is no longer authorized to access such particular Service(s) (including without limitation, when such User’s employment with your organization is terminated or his or her responsibilities or position change within your organization). The Master User shall have the right to revoke access of a Sub-User.
    5. The Master User will have control of all Credentials of Sub-Users and will have the ability to grant or deny access to certain functionality of the Services to Sub-Users. At any time, the Master User may (1) change the status of a Sub-User to “frozen” to prevent the Sub-User from accessing Digital Banking, (2) delete a Sub-User or fully and permanently disable a Sub-User’s access, or (3) establish new Credentials for any Sub-User.
    6. For each User, the Master User may designate for certain Services the permitted activity level – “Submit” or “Authorize” - for each linked Account as well as establish any applicable dollar limits with respect to either permission. You agree that, by granting a User “Submit” permission, you will be allowing that User to initiate and “create” the transfer of funds and perform other services as provided under this Business Digital Banking Agreement. “Authorize” permission allows a User to view Account transactions and approve and “release” the transactions created by a User with Submit permission. The Bank recommends that you not do so, but at your option, following your execution of an informed consent acknowledgement, you may designate a User as having both Submit and Authorize permission.
    7. Users with “View eDocuments” access can only view eStatements for applicable Account(s) but are not granted other abilities such as, but not limited to, access to balances, transaction history, funds transfers, or Account maintenance.
    8. You will need to designate which Accounts will be utilized for payments and transfers. If you designate an Account that requires more than one signature for the withdrawal or transfer of funds, you agree that we may act upon any instruction that is accompanied by Credentials designated by you or your User for that Account and the Service in question. (Note: This means that we may act upon the instruction of only ONE person, even though the signature card for the Account in question requires two or more signatures on transactions—for example, transactions by check.) As long as an instruction pertaining to a particular Service is accompanied by the designated Credentials, the transaction will be deemed authorized by you or the User, as applicable. The terms of this Agreement will override any Account documents, corporate resolutions, or signature cards as to this issue.
    9. You authorize us to follow the instructions we receive through the Digital Banking Service relating to your Accounts and to charge and credit your Accounts according to those instructions. If you or any User gives Credentials or make Credentials available to another person, you authorize that person to access your Accounts through Digital Banking and to give the Bank instructions relating to your Accounts as a User. You also authorize us to comply with those instructions even if that person exceeds your authorization. You will maintain internal controls and procedures within your organization to safeguard Credentials and access to Digital Banking. If any User fails to protect and secure Credentials, you are solely responsible for any actions or transactions that may occur as a result. The Bank has no responsibility for establishing the identity of any person who uses your Credentials. You agree that you are liable for any transaction received by the Bank that includes your Credentials. The Bank assumes all transactions authorized by Credentials are legitimate and the Bank has no responsibility for establishing the identity of any person or determining the validity of any transaction received using Credentials. You are responsible for familiarizing all Users with the terms and conditions of this Agreement. When you sign onto Digital Banking using your Credentials, you authorize us to follow the instructions we receive relating to your Accounts and to charge and credit your Accounts according to those instructions. Except to the extent prohibited by applicable law or regulation, you will be deemed to have expressly authorized any Digital Banking transaction or Services:
      1. initiated using any Master User or Sub-User Credentials and when the Bank has complied with any security procedures that were agreed to between you and the Bank, even if you did not initiate, authorize, or consent to the transaction;
      2. initiated by you, at your direction, with your Credentials, or with your consent (whether expressed or implied);
      3. initiated by an agent or authorized representative with respect to any Account which you may access through Digital Banking;
      4. initiated by any person (or that person’s agent) who is the owner or co-owner of any Account which you may access through Digital Banking;
      5. which results in the transfer of funds between Accounts you may access through Digital Banking, even if subsequent transfers out of the Accounts benefit someone else;
      6. which is to or for your benefit (for example, the payment of a debt for which you are partially or fully liable); or
      7. Which you contend is unauthorized, unless you cooperate fully with us in our investigation of the transaction, assign to us your right of recovery against the wrongdoer if we reconstitute your Account, and cooperate fully with us in the recovery of any loss we sustain and the prosecution of any wrongdoer.
  18. Security Procedures and Responsibilities.
    1. You acknowledge that we may employ or make available, or require that you employ, various tools and procedures that are designed to assist in identifying suspicious online behavior, protect against potentially unauthorized transactions being initiated through Digital Banking, and protect sound operation of the Digital Banking system as described in this Section (the “Security Procedures”). You agree:
      1. To comply with all security measures and procedures described in this Business Digital Banking Agreement or as employed or made available in a Service as may be modified from time to time.
      2. That the purpose of these Security Procedures is for verification of authenticity and not to detect an error on the transmission or content of any instructions, that no Security Procedure for the detection of any such error has been agreed upon between the Bank and you, and that the Bank is not responsible for any error in the transmission or content of any instruction.
      3. That, following consideration of the Security Procedures proposed herein, the Bank’s systems and procedures established for providing the Services under this Business Digital Banking Agreement, including without limitation the Bank’s Security Procedures, are commercially reasonable.
      4. If instructions (or a request for cancellation or amendment of instructions you provided) received by the Bank purports to have been transmitted or authorized by you following the Security Procedures, it will be deemed effective as your entry (or request) and you shall be obligated to pay the Bank in accordance with such instructions even though the instructions (or request) were not authorized by you, provided that the Bank accepted the instructions in good faith and acted in compliance with the Security Procedures
    2. The Security Procedures with regard to instructions transmitted to the Bank via a Service may include the following:
      1. User ID: the authorization of Users and the assignment of individual user IDs for such Users.
      2. Password: the creation by each User of an individual user Password, which must be used in conjunction with a user ID to access the Services.
      3. One Time Passwords: a one-time password or code that is sent to User the first time a User utilizes a new device or when a User initiates certain high risk transactions. In addition to the high risk transactions designated by the Bank, Master Users will be able to add or define certain additional specific high risk transactions within Digital Banking.
      4. Dual Control: the use of a system whereby a User is given a “Submit” permission to provide instructions to the Bank. However, the instructions do not become valid until a second User given “Authorize” permission provides a secondary approval to the “release” of the instructions to the Bank.
    3. If made available within a Service, you are required to put in place internal controls to ensure that all requests for an external transfer of funds in using the Services are approved by a person other than the person inputting, sending, or delivering the request to the Bank (“Dual Controls”). This is created through the use of the “Submit” and “Authorize” permissions for a User. If you determine that, notwithstanding the Bank’s requirement, you wish the Bank to accept and process external funds transfer requests with the approval of only one User, you understand and agree that in the event of unauthorized access to the Accounts, you will be responsible for such access if such access could have been prevented through the use of Dual Control and you elected to decline this additional security. The Bank will have no liability to you for unauthorized access if you waive your protections by electing not to utilize Dual Controls. You understand and agree that the Master User has the functionality within the Services to remove Dual Controls for various Services at their option. You understand and agree that if you are utilizing Dual Controls and a Master User changes this setting, in the event of unauthorized access to the Accounts, you will be responsible for such access if such access could have been prevented through the use of Dual Control and your Master User has elected to decline this additional security. The Bank will have no liability to you for unauthorized access if your Master User waived your protections by opting out of Dual Controls.
    4. The Bank may, in its sole discretion, use callbacks or other verification methods to verify instructions given to the Bank. You agree that the Bank’s use of callbacks is not required under this Business Digital Banking Agreement or the Services description and the Bank’s failure to use callbacks to verify any request shall not be deemed to be a violation of the Security Procedures set forth in this Business Digital Banking Agreement or a Service description.
    5. The Bank shall be entitled to rely on any written notice or other written communication contained in a secure email purported to be from you, which is received via the Bank’s digital banking platform, and such communication shall be deemed to be authorized by you.
    6. The Bank, in its sole discretion, may refuse to process or abide by any instructions from you in the event: (a) the Bank has a good faith belief that the instructions are not authentic; (b) the instructions are incomplete; (c) the Entry, instructions, and/or identity of the purported User cannot be verified in the sole and absolute discretion of the Bank; (d) there are insufficient collected funds in the Account to cover the instructions; or (e) any other condition or requirement for the processing of the instructions, as set forth in this Agreement, any agreement governing your Account with the Bank, or any deposit account or funds transfer agreement between you and the Bank, as amended, is unsatisfied.
    7. You are responsible for maintaining current software upgrades and patch management. Additionally, anti-virus, anti-malware, and anti-spyware programs and firewalls shall be maintained on all your systems, User computers and access devices. You agree that the Bank shall not have access to any Passwords and can only reset such Passwords.
    8. You shall be responsible for internal and external intrusion testing of your network system.
    9. You have sole responsibility for ensuring that your Computers used to access and make use of the Services are within your custody and control, secure and free from all types of electronic viruses and malware that may compromise their security or the security of the Computers. You shall immediately notify the Bank if you have knowledge or suspect that the Computers that access the Services (or Computers connected to the same LAN as those Computers) have been infected with any virus, worm, malware, or similar malicious program. You acknowledge and understand that the Services are accessed through the Internet, which is a public system over which the Bank has no control and that, accordingly, you should only use a computer or other electronic device to enter any request under the Services that is in the secured location and that is used only by your Users and that your network and network hardware is secure. We are not responsible to you for any loss or damages suffered by you as a result of the failure of systems or software used by you to initiate or process banking transactions whether such transactions are initiated or processed directly with our systems or through a third-party service provider. You acknowledge that you are solely responsible for the adequacy of Computers, systems, and software utilized by you to process banking transactions and the ability of such systems and software to do so accurately.
    10. You are responsible for maintenance and connectivity of telecommunication with your ISP (Internet service provider). In the event the Bank is experiencing issues with the Service, the Bank may, in its sole discretion, attempt to notify you of such issues.
    11. You agree that conventional email is not a secure method of communication over the Internet and we recommend that you NOT send confidential or sensitive information to us by conventional email. If you need to contact us, please visit a branch, call us at 1-877-367-8178, or send us a secure message through the Digital Banking Service.
    12. You agree to maintain the confidentiality and control of all Credentials and Computers and to take all reasonable precautions to safeguard the Credentials and Computers and prevent unauthorized access to your Account(s) and any Credentials and Computers. You shall take all commercially reasonable measures and exercise all commercially reasonable precautions to prevent the unauthorized access, disclosure, or use of all Credentials and Computers associated with or necessary for your use of the Services. You are responsible for the security of all such Credentials and Computers. The Bank will have no liability if you or your employees disclose the Credentials or disclose the Security Procedures. Any such disclosure will be treated as your consent to provide this information to that third party and provide that party with access to your Account. You also agree that if we alert you to suspicious online behavior or potentially unauthorized transactions, you are solely responsible for acting on that alert and that we may conclusively assume that you have approved such behavior or transaction if you fail to respond promptly to any such alert.
    13. You agree that you are solely responsible for ensuring that Credentials are assigned and accessible only to Users who have authority to access and use the Services and your Account(s). You agree to train such persons with respect to the proper use and implementation of the Security Procedures and Credentials and to provide ongoing and regular oversight and monitoring of those procedures, any Users. You agree to establish and maintain your own internal security procedures and controls to ensure and promote the protection and confidentiality of the Security Procedures and the Credentials. You will be solely responsible for any loss or damage suffered by you or a third party resulting directly or indirectly from your failure to comply with the required Security Procedures or implement adequate internal security procedures or controls. Additional Users added to your Account(s) are added at your sole risk and responsibility.
    14. Your use of a Service constitutes your agreement that the Security Procedures for that Service are commercially reasonable. We may change our Security Procedures at any time and will notify you in advance of any such change. You agree to promptly implement the change upon receipt of our notice. Use of the Service after we provide notice of a change constitutes your acceptance of the changed Security Procedures. We may deny you access to a Service if you do not accept an updated Security Procedure or execute a proper waiver of the additionally offered security products.
    15. We may also set limits for a Service, including but not limited to funds transfers, bill payment, remote deposit capture, and any other Services contemplated by this Business Digital Banking Agreement.
    16. The Bank shall be fully protected in relying on the correct Credentials and absent a breach of security in the Bank’s internal systems, or any circumstances where the Bank does not act in good faith, the Bank shall have no responsibility for and you assume full responsibility for, any erroneous, fraudulent, mistaken, illegal, or wrongful use of the Services by any User or resulting from a breach of security, including a breach of security occurring on or in connection with your systems, including without limitation any use of the Services resulting from viruses, trojans, worms, phishing, pharming, keylogging, or other fraudulent activity enabled by malware or other destructive or disrupted components, regardless of the source or cause. Regardless of any claim of unauthorized access, you will be responsible for any transaction instructions given following authentication using the Security Procedures. The Bank will only have an obligation to comply with the Security Procedures set forth herein.
  19. Alerts Service.You may set up Alerts by logging into your Digital Banking profile either online or through the Mobile App or by requesting that your banker set up Alerts. Account alerts (the “Alerts Service”) allows you to receive communications (collectively, “Alerts”, individually, an "Alert") from time to time concerning available account information and other matters relating to your account(s). You may receive Alerts via SMS text message through a SMS-enabled mobile device (“SMS Alert”), a mobile-push alert sent through the Mobile App, or by email. By signing up for Alerts, you agree to receive Alerts regarding your account (and any sub-account) through the Alerts Service and you acknowledge that you are aware of and agree to abide by the terms and conditions applicable to the Alerts Service. Please be certain to review terms and conditions specific to SMS Alerts below.
    1. Alert Options. To sign up for the Alerts Service, you will need to register online through Digital Banking and select the types of Alerts you would like to receive. For each of the listed Alerts, you will be required to select the Account for which you would like to receive the Alerts and choose whether Alerts will be sent by email, SMS or push notification, or any combination of the three. You may also select the timing for Alerts. Premier Bank reserves the right to change or remove any and all Alerts associated with the Alerts Service. Premier Bank shall have no liability for failure to provide an Alert or for removing such Alert.
    2. Additional Default General Alerts. In addition to the Alerts set forth above, certain default Alerts are provided for purposes of account security and are triggered by events such as changes to your personal information or certain transfer-related activity. Premier Bank reserves the right to change or remove any and all Alerts associated with the Alerts Service. Premier Bank shall have no liability for failure to provide an Alert or for removing such Alert.
    3. Unavailability of Services. You acknowledge and agree that your receipt of any Alert may be delayed or prevented by factor(s) outside of our control, including factors affecting your wireless service provider and coverage in your area. We do not guarantee the delivery, timeliness, or accuracy of the contents of each Alert. The Service is subject to transmission limitations and service interruptions. You will promptly notify us by calling 1-877-367-8178 if you are unable, for any reason to receive SMS Alerts. You agree to indemnify, defend, and hold harmless Premier Bank and its directors, officers, employees, third party service providers, and agents free and harmless from any and all losses or damages, including attorneys’ fees, lost profits, and indirect or special damages, including, but not limited to, those relating to bank secrecy or financial privacy laws or regulations, that may arise, directly or indirectly, in whole or in part, from a non-delivery, delayed delivery, or the misdirected delivery of an Alert; inaccurate or incomplete content in an Alert; your reliance on or use of the information provided in an Alert for any purpose; or any third party, whether authorized or not, obtaining information regarding your account disclosed in the Alerts.
    4. Non-Reliance. Alerts do not constitute records for the Account to which they pertain, rather, they will reference account records available through the Mobile App. We do not assume any additional responsibility or obligation under these terms and conditions with respect to the use of, or any transaction or eventuality involving, your account. The Alerts Service does not free you from the responsibility of safeguarding the physical security and authorized use of your account. We reserve the right to suspend, terminate, and/or modify the Alerts Service without liability at any time without prior notice to you. When we send you an Alert, it will be treated as available and received when it is posted to your account and transmitted to the current phone number, mobile device, or email address on file for your account.
    5. Deactivation. We may deactivate the sending of Alerts to you if your Account is not used for a purchase, ATM transaction, deposit or transfer for a period of ninety (90) days. If Alerts are deactivated for your Account and you resume use of your Account and wish to restore Alerts, you will be required to re-enroll your Account in the Alerts Service to restore Alerts.
    6. SMS Alerts. The Alerts Service allows you to receive SMS Alerts. We send SMS Alerts to you based upon the instructions you provide to us, including the mobile number you provide to us during account sign-up. You hereby acknowledge and accept that each SMS Alert may be sent to you without being encrypted and may include your name and information pertaining to your Account. Information, such as your account balance, may be included. If anyone accesses your mobile device, they may be able to view the contents of these Alerts. You are solely responsible for restricting access to your mobile device and maintaining the confidentiality of any information displayed through a SMS Alert. For help regarding SMS Alerts, access "HELP" in the Mobile App or contact us using the "CONTACT US" link in the Mobile App. You can also text the word “HELP” to 1-877-367-8178. By opening an account and receiving SMS Alerts, you are consenting to receive SMS Alerts and other messages delivered via text message to your mobile device. Message and data rates may apply to your use of SMS Alerts. See your wireless provider for pricing plan details. If you wish to stop receiving text messages, you can un-enroll in SMS Alerts by texting “SUSPEND” or “STOP” to 1-877-367-8178. We will not be liable for any damages or losses once you un-enroll from SMS Alerts.
    7. Responsibility. It is your responsibility to: (i) ensure the security of your mobile device; (ii) determine if your wireless provider supports SMS; and (iii) ensure your mobile device is capable of receiving SMS Alerts. You are solely responsible for any fees imposed of any kind whatsoever by your wireless service provider in connection with SMS Alerts.
  20. Reporting Unauthorized Transactions, Errors or Discrepancies. You must report to us any unauthorized transactions, errors, or discrepancies concerning your Account or use of any Services as soon as possible. Customer is responsible for monitoring all Services, including each transaction processed by Bank in connection with this Agreement, and shall notify Bank immediately of any discrepancy between its records and the information shown on any periodic statement or other form of confirmation from Bank, including electronic reports and transaction confirmations. In any of these circumstances, you must call us at 1-877-367-8178, send us a secure message through the Digital Banking Services, or visit a Premier branch location and speak with one of our bankers.
    Customer hereby agrees that 30 calendar days from the date such periodic statement or electronic report or transaction confirmation is made available or provided to the Customer is a reasonable time for Customer to notify Bank of errors or discrepancies, unless applicable Laws provide for a shorter period. If Customer fails to notify Bank of any such discrepancy within 30 calendar days from the date such periodic statement or electronic report or transaction confirmation is made available or provided to the Customer, Customer agrees that Bank shall not be liable for any other losses resulting from Customer’s failure to give such notice or any loss of interest or any interest equivalent with respect to a transaction shown on such periodic statement or electronic report or transaction confirmation. If Customer fails to notify Bank of any such discrepancy within 30 calendar days as described above, Customer shall be precluded from asserting such discrepancy against Bank. In accordance with the NACHA Rules, Customer must report an unauthorized ACH debit entry to the Customer’s Account by the established deadline on the Business Day following the settlement date of the unauthorized entry. Otherwise, the Customer’s sole recourse shall be against the originator of the transaction. Except as otherwise provided by Law, Customer shall be prohibited from bringing any claim against Bank for any alleged errors not reported in a timely manner as provided herein or by applicable Law.
  21. Electronic Disclosures and Communications.
    1. Unless otherwise required by applicable law or pursuant to your written request, your enrollment in Digital Banking is deemed your consent to receive communications and notices from us electronically. In the event that we are required to provide a notice or other communication to you in writing, that notice or other communication may be sent to you electronically to your email address as reflected in our then current records.
    2. You agree that we may send notices and information about our products or services to you electronically, to the extent allowed by law. Any notice we give you concerning Digital Banking and/or your Accounts is effective when we send you an electronic message or when we mail or deliver the notice to you at the address we have for you in our Account records. We may also display a notice to you within Digital Banking or through the Mobile App. Any notice we send you will be deemed to have been received by you within three days of being sent. If any of your Accounts has more than one co-owner, notice to any one co-owner will be considered effective notice to all. You may request a paper copy of the information up to sixty (60) days after receiving our electronic message. Subject to applicable law, updates to this Agreement, as well as all disclosures, notices and other communications regarding Digital Banking will be provided to you within our Digital Banking website. You can obtain free copies of any of these documents by contacting the Bank at 1-877-367-8178 during business hours.
    3. You may choose to receive electronic statements as described in the E-Statements Service Schedule. This Schedule provides additional information concerning other electronic communications and your ability to withdraw your consent to receiving electronic communications.
      You agree that these are reasonable procedures for sending and receiving electronic communications. In any case, you will receive or have electronic access to a statement at least quarterly, as more fully set forth in your Account Agreement.
  22. Biometric Information Use and Collection Disclosure and Consent.
    1. Biometric Login. Certain devices allow you to choose to log in and access the device and applications on the device using fingerprint, facial, or other forms of biometric information authentication (collectively, “Biometric Login”). You will have the opportunity to enable Biometric Login to your Accounts when you use the Mobile App. Biometric Login information is stored on your device and Premier Bank does not store or have access to this information. The Mobile App is only using your device’s functionality to recognize your biometric information. You understand that any person whose Biometric Login information is stored on your device may be able to access your Accounts using the Mobile App if you have enabled Biometric Login on the Mobile App. You agree that we will treat any such access to your Account as authorized and that we will not be responsible or liable for any transactions or instructions given when your Accounts are accessed using Biometric Login. You are responsible for maintaining the control and security of your device. If you enable Biometric Login and (1) your device is lost or stolen, (2) your Biometric Login information or other credentials are compromised (including if you have a reasonable belief that your credentials have been compromised), or (3) you believe unauthorized person(s) have made or attempted to access your Accounts using Biometric Login, you agree to notify us immediately and deactivate Biometric Login. We reserve the right to suspend, disable or deactivate the Biometric Login function at any time.
    2. Other Biometric Authentication Tools. We may collect and use biometric data during your use of Digital Banking to assist in identifying you and authenticating your access to prevent unauthorized access. Examples of biometric data collected for these purposes include your normal behavioral activity in Digital Banking such as your individual keystroke dynamics, typing cadence, swiping habits, and your normal hesitations or pauses when interacting with us. This information is gathered to continually build a profile of your normal behavior against which new access is compared to identify aberrations that signal additional authentication measures to ensure it is you accessing your accounts. This information is not sold or used for any other purposes besides the described authentication use. This information will not be retained longer than three (3) years after your last use of Digital Banking and is not retained in any manner that is personally identifiable to you other than in your use of Digital Banking. By using or continuing to use Digital Banking, you have provided informed written consent to Premier Bank with respect to the collection, use, and retention of your biometric data as described above.
  23. Prohibited Uses. You agree not use or attempt to use Digital Banking to: (a) engage in any illegal purpose or activity or to violate any applicable law, rule, or regulation; (b) breach any contract or agreement by which you are bound; (c) engage in any Internet or online gambling transaction, whether or not gambling is illegal in any applicable jurisdiction; (d) engage in any activity or business that would result in you being or becoming a “money service business” as defined in the Bank Secrecy Act and its implementing regulations; (e) to transmit or disseminate viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; or (f) engage in any transaction or activity that is not specifically authorized and permitted by this Business Digital Banking Agreement. You acknowledge and agree that the Bank has no obligation to monitor your use of Digital Banking for transactions and activity that is impermissible or prohibited under the terms of this Business Digital Banking Agreement; provided, however, that the Bank reserves the right to decline to execute any transaction or activity that the Bank believes violates the terms of this Business Digital Banking Agreement. You agree that you will not attempt to: (i) access any services for which your use has not been authorized; or (ii) use or attempt to use a third party’s account; or (iii) interfere in any manner the provision of the Services, the security of the Services, or other customers of the Services, or otherwise abuse the Services.
  24. End User License Agreement. This Agreement applies to your use of Business Digital Banking Services and applies to your use of and access to these Services. You understand that some of the Services contemplated by this Agreement are provided by third parties. The Bank shall not be liable for any Services provided by such third parties. This Agreement shall be your license to use the Digital Banking Services provided by the Bank or such third parties.
    1. The Bank has the right to terminate or suspend your access to or use of Digital Banking, with or without notice, in the event that you violate this Agreement or close your Account.
    2. The Digital Banking Services are owned and operated by the Bank or its affiliates, licensors and/or third party service providers (the “Bank Parties”) and unless otherwise indicated, all designs, text, images, videos, graphics, software and other content and materials appearing in the Mobile App (collectively, “Content”) are the property of the Bank or the Bank Parties, and protected, without limitation, by U.S. and foreign copyright, trademark and other intellectual property laws. All trademarks, service marks, trade names, logos and other indicia of origin (collectively, "Marks") appearing on Digital Banking are the property of the Bank or the Bank Parties. You may not make any use of any Content or Marks without the prior written consent of the Bank. No Content from the Bank Website or the Services may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way.
    3. Subject to the terms and conditions of this Agreement, you are hereby granted a limited, nonexclusive license to use the Content in accordance with the terms of this Agreement. All rights not expressly granted to you by this Agreement are hereby reserved by the owner of the Content. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the Content. This Agreement may be terminated at any time, for any reason or no reason. Upon termination, you agree to immediately destroy all copies of the Content in your possession or control.
    4. You shall not: (i) modify, revise or create any derivative works of the Content; (ii) decompile, reverse engineer or otherwise attempt to derive the source code for the Content; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or (iv) remove or alter any proprietary notices, legends, symbols or labels in the Content, including, but not limited to, any trademark, logo or copyright.
    5. In using or accessing Digital Banking you agree: (1) not to use Digital Banking for fraudulent purposes; (2) not to "spam" others or "phish" for others' personal information; (3) not to create or use a false identity; (4) not to disrupt or interfere with the security of, “deeplink”, attempt to obtain unauthorized access to or otherwise abuse, the Service or affiliated or linked websites; (5) not to disrupt or interfere with any other user’s enjoyment of Digital Banking; (6) not to use, frame or utilize framing techniques to enclose any Marks or other proprietary information (including Content); (7) not to use meta tags or any other “hidden text” utilizing a Mark ; and (8) not to use the Service in a manner that is defamatory, inaccurate, profane, threatening, invasive of a person's privacy, violates any third party proprietary rights, or is in violation of any law or regulation.
    6. General Disclaimer of Warranty. THE BANK MAKES NO REPRESENTIONS OR WARRANTIES IN CONNECTION WITH THE DIGITAL BANKING SERVICE, MOBILE BANKING SERVICE, THE WEBSITE, THE MOBILE APP, OR ANY CONTENT, ONLINE, OR MOBILE SERVICES PROVIDED THEREIN (“BANK SERVICES”) ALL OF WHICH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE BANK HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE BANK SERVICES, AND ANY THIRD-PARTY WEBSITE OR SERVICE. THE BANK DOES NOT WARRANT THAT THE BANK SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE BANK SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT TRANSMISSIONS OR DATA WILL BE SECURE, OR THAT THE BANK SERVICES, OR THE SERVER(S) THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE BANK DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE BANK SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
    7. Third Party Software, Tools, and Services. The Bank is providing you with the means to access certain third party Services under this Agreement (the "Third Party Software"). Such Third Party Software may be located at a site or application owned or controlled by such third parties. You agree the Bank is under no obligation to provide you with any such Third Party Software, and that in providing or arranging for access to the Third Party Software, the Bank is not assuming any responsibility or liability whatsoever, nor is the Bank suggesting or offering or creating any security procedures. You acknowledge and agree that the Bank does not endorse, verify, or make any representations regarding these third-party websites, services, and apps and is not responsible for the availability of, and any liability arising from, any such third party websites, services, and apps.
    8. Disclaimer of Warranties by Premier Bank for Third Party Software or Content. YOU ACKNOWLEDGE AND AGREE THAT ANY THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE TO YOU THROUGH THE BANK, AND ANY RELATED UPDATES OR UPGRADES, ARE MADE AVAILABLE TO YOU THROUGH PREMIER BANK ON AN “AS IS” AND “AS AVAILABLE” BASIS. PREMIER BANK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING THE THIRD PARTY SOFTWARE OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, OR FREEDOM FROM INFRINGEMENT OR MALICIOUS SOFTWARE OR CODE, COMPUTER VIRUS OR WORM, OR OTHER DISABLING ROUTINE, AND PREMIER BANK HEREBY DISCLAIMS ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PREMIER BANK DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE THIRD PARTY SOFTWARE OR CONTENT WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS. PREMIER BANK SHALL NOT HAVE ANY LIABILITY TO YOU OF ANY KIND ARISING OUT OF YOUR SELECTION OR USE OR NON-USE OF THE THIRD PARTY SOFTWARE OR ANY OTHER ALTERNATIVE PRODUCTS OR SERVICES, AND IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY DAMAGES AGAINST PREMIER BANK OF ANY KIND ARISING OUT OF YOUR SELECTION OR USE OR NON-USE OF THE THIRD PARTY SOFTWARE OR ANY OTHER ALTERNATIVE PRODUCTS OR SERVICES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF YOU HAVE ADVISED THE BANK OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THE FOREGOING IS INTENDED TO ALTER ANY RIGHT OR REMEDY YOU MAY BE ENTITLED TO PURSUANT TO ANY WRITTEN AGREEMENT BETWEEN YOU AND THE APPLICABLE THIRD PARTY VENDOR OF ANY APPLICABLE THIRD PARTY TOOL.
  25. Joint Accounts. When the Services are linked to one or more joint accounts, we may act on the verbal, written, or electronic instructions of any owner, Authorized Representative, or User.
  26. Limitation on Liability. IN NO EVENT WILL THE BANK OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, LOSS OF DATA, FILES, PROFIT OR GOODWILL OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE), INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, DIGITAL BANKING, THE INABILITY TO USE DIGITAL BANKING, MOBILE BANKING, THE INABILITY TO USE MOBILE BANKING, ANY MERCHANDISE OR SERVICES PURCHASED OR OBTAINED USING DIGITAL BANKING, OR ANY MESSAGES RECEIVED VIA DIGITAL BANKING OR THE MOBILE APP, OR ANY TRANSACTIONS THEREUNDER, EVEN IF THE BANK HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION AGAINST THE BANK, ITS AFFILIATES, EMPLOYEES, OR AGENTS WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE) SHALL BE LIMITED TO YOUR ACTUAL, PROVEN DAMAGES THAT ARE THE DIRECT AND IMMEDIATE RESULT OF AN ACTION OR FAILURE TO ACT BY THE BANK CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE AGGREGATE LIABILITY OF THE BANK AND OUR THIRD PARTY SERVICE PROVIDERS UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00), EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE FEDERAL LAW.
    YOU FURTHER AGREE THAT THE BANK WILL NOT BE RESPONSIBLE TO YOU IN ANY WAY IF THE INFORMATION IS INTERCEPTED BY AN UNAUTHORIAZED PERSON, EITHER IN TRANSIT OR AT YOUR PLACE OF BUSINESS. YOU RELEASE AND DISCHARGE THE BANK FROM ANY AND ALL LIABILITY AND AGREE NOT TO ASSERT ANY CLAIM AGAINST THE BANK OR BRING ANY ACTION AGAINST THE BANK IN HONORING OR ALLOWING ANY ACTIONS OR TRANSACTIONS IN THE EVENT: (1) YOU OR ANY USER PROVIDES INACCURATE INSTRUCTIONS, REQUESTS, NOTICES, INFORMATION, OR DATA TO THE BANK; (2) YOU AUTHORIZE THE PERSONS PERFORMING THE ACTION OR TRANSACTION TO USE YOUR ACCOUNT; (3) YOU OR ANY USER HAS PROVIDED CREDENTIALS TO ANOTHER PERSON; (4) YOU OR ANY USER FAILS TO ADEQUATELY PROTECT OR SECURE CREDENTIALS; OR (5) USE OF ANY CREDENTIALS FOR AN UNAUTHORIZED PAYMENT OR TRANSFER OCCURS BEFORE YOU HAVE NOTIFIED THE BANK OF POSSIBLE UNAUTHORIZED USE AND THE BANK HAS HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE.
    IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS.
    THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL NOT BE DEEMED TO DISCLAIM, LIMIT, OR REDUCE LIABILITIES, RESPONSIBILITIES, OR OBLIGATIONS SPECIFICALLY IMPOSED ON US BY APPLICABLE LAW, TO THE EXTENT SUCH LIABILITY, RESPONSIBILITY, OR OBLIGATION CANNOT BE WAIVED OR DISCLAIMED.
  27. No Liability for Certain Failures. Except as specifically provided in this Agreement or where applicable law requires a different result, neither we nor our service providers or other agents will be liable for any loss or liability resulting in whole or in part from any act or failure to act of your equipment or software, or that of an Internet browser provider such as Microsoft® (Microsoft Edge) or Google® (Google Chrome® ), by an Internet access provider, by an online service provider or by an agent or subcontractor of any of them, nor will we or our service providers or other agents be responsible for any direct, indirect, special or consequential, economic or other damages arising in any way out of your access to or use of, or failure to obtain access to Digital Banking.
  28. Indemnification. Except as specifically provided in this Business Digital Banking Agreement, an agreement that otherwise governs your Account, or applicable law, you agree to indemnify and hold us, our affiliates, officers, directors, employees, consultants, agents, service providers, and licensors harmless from any and all third party loss, demands, judgments, expenses, claims, liability, damages, and/or costs (including, but not limited to reasonable attorneys’ fees) arising from: (i) your Account; (ii) any and all actions or transactions related to the use of any User’s Credentials; (iii) your breach of this Business Digital Banking Agreement; (iv) the performance of Digital Banking or the Service(s) you elect; (v) a third party claim, action, or allegation by you to us; (vi) any fraud, manipulation, or other breach of these terms; (vii) any third party claim, action, or allegation brought against us arising out of or relating to a dispute with you over an Account, the terms and conditions of an agreement, purchase, or sale of any goods, or Digital Banking; (viii) your violation of any law or rights of a third party; or (ix) your use, or the provision of Digital Banking or your Account by any third party. Any claim for indemnification will be promptly submitted by the Bank to you along with a summary of facts constituting the basis for such claim. Upon notice to you specifying in reasonable detail the basis for such indemnification, the Bank may set off any amount to which the Bank is entitled under this Section or otherwise relating to any of the Services under this Business Digital Banking Agreement against any amounts or obligations owed by the Bank to you, whether under this Business Digital Banking Agreement or otherwise. The Bank’s exercise of this right will not constitute a breach, default, or an event of default under this Business Digital Banking Agreement or any other agreement between you and the Bank. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event, you will cooperate with us in asserting any additional defenses. You will not settle any action or claim on our behalf without our prior written consent. This indemnification is provided without regard to whether our claim for indemnification is due to your use of Digital Banking by you or your User. Neither the exercise of nor the failure to exercise any of the rights under this Section will constitute an election or remedies or limit the Bank in any manner in the enforcement of any other remedies that may be available to the Bank.
  29. Liability for Loss of or Erroneous Data. You will bear the liability or the risk of any error or loss of data, information, transactions or other losses, which may be due to the failure of your respective computer system or third-party communications provider on which you may rely, or in the event of your failure to comply with provisions of this Agreement relating to security, including but not limited to the Security Procedures. We will have no liability to you for any damage or other loss, direct or consequential, which you may incur by reason of your use of your computer system, including but not limited to damage or loss resulting from data related problems.
  30. Joint and Several Liability. If any one or more of your deposit Accounts has co-owners, each co-owner will be jointly and severally liable for any obligation which arises from the use of Digital Banking to access the Account. This joint and several liability shall extend as well to any line of credit accessed through any such Account.
  31. Amendments. The terms of this Agreement, any particular product or service offered via Digital Banking, applicable fees, and service charges may be amended from time to time. In addition, the Bank may revise, update, add to, delete from, or change the programs, Services, and/or related material, which may render all such prior versions obsolete. Consequently, the Bank reserves the right to terminate this Agreement as to all such prior versions of the programs, Services, and/or related materials. We may make any such changes to this Agreement or the Services by at any time by sending notice to you through the Service, the Mobile App, a text message, an email address shown in our records, by posting the notice or amended Agreement in Digital Banking, or by delivering it to you through a method which we agree to. You may choose not to accept the change by closing your account(s) and terminating your use of Digital Banking or the applicable Service. Your continued use of the Service following our change in terms shall be deemed your acceptance of the new terms.
  32. No Extension of Credit. If any Service provided through Digital Banking involves a debit to any of your Accounts or any other account you maintain with us, you must have on deposit in such Accounts sufficient amounts to enable us to make the debit. Nothing in this Agreement will constitute or be deemed a commitment by us to extend credit to you, or to grant to you overdraft privileges. We will not have any obligation to make any funds available to you to effect any payment being made by you or to enable you to use any one or more of the Services. Any obligation to extend credit to you or to otherwise make funds available to you must be set out in a separate agreement executed by the Bank through a person authorized to make credit decisions on our behalf.
  33. Grant of Security Interest. As security for your obligations to us under this Agreement, you grant to us a present and continuing security interest in the following: (i) all of your Accounts and all distribution/collection points related to any one or more of your Accounts associated with the Services; (ii) all now existing and all hereafter arising contract rights relating to your Accounts associated with the Services and the distribution/collection points related to any one or more of your Accounts; (iii) all cash, checks, drafts, instruments, chattel paper, money orders, remittances, wire transfers, Accounts, securities and other items of value or payment intangibles which belong to you or are payable to you, which are now in or may in the future be in or paid or deposited to your Accounts and which are now in or may in the future be in or deposited in any distribution/collection points related to any of your Accounts; and (iv) all present proceeds and future proceeds of or related to the foregoing Accounts, depository/collection points and cash, checks, drafts, instruments, chattel paper, money orders, remittances, wire transfers, Accounts, securities and other items of value or payment intangibles.
  34. Miscellaneous
    1. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall continue in full force and effect and shall in no way be invalidated or otherwise affected.
    2. Assignment. You may not assign this Agreement to any other person or entity. We may assign this Agreement to any company with which we are directly or indirectly affiliated. We may also assign or delegate certain of our rights or responsibilities under this Agreement to independent contractors or other third parties.
    3. Governing Law. This Agreement will be governed by and construed in accordance with the law identified as the applicable governing law in the Terms and Conditions of Your Account, without regard to any conflict of laws provisions.
    4. Ownership of Materials. The Content and information on our Website is copyrighted by the Bank or third parties and the unauthorized reproduction or distribution of any provisions is prohibited.
    5. Captions. The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions for this Agreement.
    6. Survival. The provisions of this Agreement, which by their nature survive expiration or termination of this Agreement, shall survive the termination of this Agreement.
    7. Dispute Resolution. You agree that any disputes between you and the Bank or that relate to or arise from this Agreement or the Service, to the extent same may be submitted for resolution to a court of law, will be resolved exclusively in the state or federal courts for Mahoning County, Ohio. The parties agree that such courts are the most convenient venue or forum for the resolution of such disputes and such court has jurisdiction over the respective parties.
    8. WAIVER OF JURY TRIAL. Where permitted by law and with respect to any dispute submitted to a court of law for resolution, both parties waive their right to request a jury trial and agree that all matters relating to or touching upon this Agreement or Digital Banking shall be tried before a judge, without a jury.
    9. Entire Agreement. This Agreement, together with the Other Agreements, is the complete and exclusive statement of the agreements between the Bank and you with respect to the subject matter hereof and supersedes any prior agreement(s) between the Bank and you with respect to such subject matter. Your use of Digital Banking to conduct any specific Digital Banking Service is subject to the terms and limitations of the this Agreement, any applicable agreement or Schedule for a particular service, and the applicable instructions and disclosures the Bank provides you. In the event of any inconsistency between the terms of this Agreement and the Other Agreements, the terms of this Agreement shall govern with respect to the Services described in this Agreement. In the event performance of the Services provided through Digital Banking in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation, or government policy to which the Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and the Bank shall incur no liability to you as a result of such violation or amendment. No course of dealing between the Bank and you will constitute a modification of this Agreement, the rules, or the Security Procedures constitute an agreement between you and the Bank regardless of whatever practices and procedures the Bank and you may use.

MOBILE BANKING SCHEDULE

  1. Generally. This Mobile Banking Schedule (this “Mobile Banking Schedule”) sets forth the terms and conditions that apply specifically to your access and use of the Premier Bank Mobile App (collectively referred to as the “Mobile Banking Service”) provided by Premier Bank. In this Agreement, “you” refers to each owner and authorized signer on the Accounts which may be accessed through the Mobile Banking Service.
    PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE MOBILE BANKING SERVICE VIA THE MOBILE APP. DO NOT USE THE SERVICE VIA THE MOBILE APP IF YOU DO NOT AGREE TO THE TERMS OF THIS MOBILE BANKING SCHEDULE.
    BY ACCESSING OR USING THE MOBILE BANKING SERVICE OR OTHERWISE ACKNOWLEDGING YOUR CONSENT, YOU REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND YOU HAVE READ AND AGREE TO BE BOUND BY THIS MOBILE BANKING SCHEDULE IN ITS ENTIRETY AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS GOVERNING YOUR USE OF THE MOBILE APP. THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY POSTING A NEW VERSION TO THE MOBILE APP OR DIGITAL BANKING, WHICH VERSION WILL BE EFFECTIVE UPON POSTING AND YOUR CONTINUED USE OF THE MOBILE BANKING SERVICE.
  2. Mobile Services Generally. The Mobile Banking Service allows you to access the following features through the Mobile App. We may add or delete functions in the future. You acknowledge that we use one or more third party licensor’s mobile technology to provide the Mobile Banking Service. The Mobile Banking Service, as well as the content and materials you may receive or access through your use of the Mobile Banking Service, are proprietary to us and our licensors, and are for your use only. You agree we are not responsible or liable for the acts, omissions, systems, or services provided by any licensor. We currently offer the following Mobile Banking Services, with each offered subject to any applicable Service Schedule describing the Service:
    1. View current balance information for your Account(s);
    2. Review available transactions for your Account(s);
    3. Set up Alerts, as defined below, which may be provided through mobile banking, text message, or email;
    4. Manage your debit card;
    5. Transfer funds between your Premier Bank Account(s) on either a one-time or recurring basis;
    6. Transfer funds outside of the Bank;
    7. Pay bills;
    8. View Account statements for Account(s);
    9. Use the "Locate Us” button to find branch and ATM locations;
    10. Conduct mobile banking through the Mobile App; and
    11. Access mobile remote deposit capture.
  3. Your Equipment.
    1. To use the Mobile Banking Service, you must have a compatible mobile device, such as a current and fully patched Apple iPhone or Android Device, which can access the Internet or a wireless data plan. You are responsible for the selection, installation, maintenance, and operation of your mobile device and its software. We are not responsible for any errors, failures, or malfunctions of your mobile device of software, or for any computer virus or related problems that may occur with your use of this Service. You are responsible for ensuring that your mobile device and software are compatible with our system. We reserve the right to change our system requirements from time to time.
    2. The Mobile Banking Service may not be accessible or may have limited utility over some network carriers. We cannot guarantee and are not responsible for the availability of data services provided by your mobile carrier, such as data outages, unavailability of data plans, or “out of range” issues.
    3. We reserve the right to support only certain types of mobile devices and mobile operating systems. Note: some browser software may store user names and security codes to facilitate the future use of a website. For security reasons, you agree to disable this feature in your browser. Check you browser’s “Help” screen for more information on this feature. If you are unable to connect to the Service for any reason, please contact us at 1-877-367-8178 or by accessing the “contact us” information in the Mobile App.
  4. Access Credentials. To use the Mobile Banking Service, you must register Access Credentials. If you have previously enrolled through the Digital Banking portal, you will use the same Access Credentials to access the Mobile App.
  5. Use of Mobile Banking Services. You are responsible for reviewing and complying with the instructions provided in the mobile application for the proper use of the Mobile App. You agree to accept responsibility for learning how to use the Mobile App in accordance with the instructions and agree that you will contact us directly if you have any questions or problems with the Mobile App.
  6. End User License Agreement.
    1. The Bank Mobile App End User License Agreement (“Mobile App Agreement”) applies to your access and use of the Mobile App.
    2. The Bank has the right to terminate or suspend your access to or use of the Mobile App, with or without notice, in the event that you violate the Mobile App Agreement or close your account. In case of any discrepancy between this Agreement and the Mobile App Agreement, the terms of this Agreement will prevail.
    3. You acknowledge and agree that the Bank has no obligation to monitor your use of the Mobile App for transactions and activity that is impermissible or prohibited under the terms of this Mobile Banking Schedule; provided, however, that the Bank reserves the right to decline to execute any transaction or activity that it believes violates the terms of this Mobile Banking Schedule.
  7. User Security and Account Access. We are entitled to act on transaction instructions received using your Access Credentials and other uniquely identifying access information (such as your password, passcode, and other authentication functions supported by your device) (collectively, the “Security Procedures”), and you agree that the use of the Security Procedures will have the same effect as your signature authorizing the transaction. You agree that these Security Procedures constitute commercially reasonable Security Procedures under applicable law for the initiation of the services you utilize via the Mobile App, including without limitation, transfers and access to confidential information. You agree not to leave your mobile device unattended while logged into the Mobile App. You agree to log off immediately at the completion of each access of the Mobile App. You agree not to provide your username or other access information to any unauthorized person. If you permit other persons to use your Device, login information, or other means to access the Mobile App, you are responsible for transactions they authorize and we will not be liable for any damages resulting to you. You agree not to use any personally identifiable information when creating shortcuts to your Account. Protection of Security Procedures for the Mobile App:
    1. Your access to the Mobile App is similar to accessing your account(s) via the Internet. As such, you should be cautious in the use of the system.
    2. You should treat all access codes the same way you treat your personal identification numbers (PIN) of a debit card. Do not write the numbers down.
    3. If the Bank receives any instructions via the Mobile App after you have placed proper authentication information through the system using the Security Procedures, the Bank will treat those transactions as your authorized transactions. You are responsible for the accuracy of your instructions.
    4. You should not provide any Mobile App access information, including the Security Procedures, to anyone. You are responsible for keeping your access information confidential. If you permit other persons to use your mobile device and/or other means to access the Mobile App, you are responsible for any transactions he/she authorizes.
    5. You understand the importance of your role in preventing misuse of your Accounts through the Mobile App and you agree to promptly review your statements for each of your Accounts as soon as you receive it.
    6. You should immediately report any abnormalities or fraud in your account(s). You should safeguard your mobile device and codes used to access your account(s).
    7. You agree not to leave your Device unattended while logged into the Mobile App and to log off immediately upon completion of each access.
    8. If you believe your Device, user name, password, or other approved access information has been lost or stolen, or that someone has transferred or may transfer funds from your Account, without your authorization, CONTACT US AT ONCE AT 1-877-367-8178.
  8. How to Notify Us of a Problem. If you have a question about a Mobile Banking Service transaction, believe your Access Credentials or other security credentials have been lost or stolen, or that someone has transferred or may transfer money from your account without your permission, call us at 1-877-367-8178 or the contact us menu through the Mobile App.
  9. Applicability of Digital Banking Agreement. The Mobile Banking Service and this Schedule are subject to the General Terms and Conditions contained within the Digital Banking Agreement (the “Agreement”). To the extent of any conflict between the terms of this Schedule and the terms of the Agreement with respect to this Service, the terms of this Schedule will control with respect to this Service.

TRANSFERS BETWEEN YOUR PREMIER BANK ACCOUNTS SCHEDULE

  1. Authorization of Transfers. When you initiate a transfer between your accounts, you authorize the Bank to debit funds from the account indicated (the “Funding Account”) and transfer them to the second account (the “Receiving Account”).
  2. Types of Transfers. Subject to any applicable transfer limitations set by Premier Bank, Digital Banking permits you to transfer funds from a deposit Account to any other deposit Account, from a deposit Account to a line of credit or loan Account to make payments, or from a line of credit Account (i.e. borrowing from the credit account) to a deposit Account. When initiating a new scheduled transfer, the “transfer date” is the date you enter for the transfer of fund from one Account to another. You should always check Digital Banking for the current balance in a given Account. However, generally, the following timing will apply to transfers.
    1. Immediate. One-time transfers that transfer funds from a deposit Account to another deposit Account or to or from a line of credit Account will generally be processed simultaneously if the transfer request is made before 11:00 p.m. Eastern on a business day. For example, if you transfer funds from Account 1 to Account 2, the funds will be debited from Account 1 and credited to the available balance in Account 2 simultaneously. The funds will be available immediately upon the transfer for withdrawal from Account 2 through an ATM or debit card transaction or at a teller window, and will also be available to honor checks or other items presented for payment against Account 2 in the nightly processing following the transfer. If we receive your transfer instructions after 11:00 p.m. Eastern, the transferred funds will be credited to your Account as of the next business day following the date you initiated the transfer.
    2. Scheduled Transfers. Scheduled transfer of funds from a deposit Account to a line of credit or loan Account will be processed as follows: (1) the transfer will be debited from your deposit Account when you execute the transfer on the transfer date (regardless of the day or time we receive your instructions); and (2) the transfer will be credited to Account during our nightly processing of the loan Account. The transfer will be credited to your line of credit or loan Account on the transfer date if (i) the transfer date you designate is a business day and (ii) we receive your instruction to transfer the funds to your loan Account no later than 11:00 p.m. Eastern on the transfer date. If you designate a non-business day as the transfer date, or if we receive your transfer instructions after 11:00 p.m. Eastern on the transfer date, the transferred funds will be credited to your loan Account as of the next business day following the transfer date.
    3. Scheduled Recurring Transfers. You may also schedule automatically recurring transfers that will occur on the date you schedule.
  3. Cancelling Transfers. A one-time, immediate transfer to another account cannot be cancelled or edited after it has been submitted in Digital Banking. Future-dated and recurring transfers can be cancelled or edited as long as the transfer has not been processed. You can view the transfers that you are able to cancel or edit by going to the Scheduled Transfers section within Digital Banking. In the event you are unable to stop the transfer through Digital Banking, please contact us at 1-877-367-8178.
  4. Limitations and Dollar Amounts for Internal Transfers. We reserve the right to impose hold times and limits on the frequency, number, and dollar amounts of transactions you can perform using Digital Banking. Transfers from deposit accounts are limited to collected, available funds in the deposit account. Additionally, transfers from a credit account to one of your deposit Accounts may not exceed your available credit limit. If there are insufficient funds in a deposit account or the amount of credit available under your credit line is less than the amount you seek to transfer, the transfer will not be completed in whole or in part.
  5. Bank Liability for Failure to Make Transfers. Premier Bank will use its best efforts to properly complete transfers you request. However, the Bank is not liable if the transfer cannot be completed due to any of the following circumstances:
    1. If you do not have adequate available funds or credit in a Funding Account to complete a transaction from that account;
    2. If the Funding account has been closed or if it has been restricted due to suspected fraud, the Bank being made aware of a claim on the account adverse to your interests, or by a court order such as a garnishment or other legal process.
    3. If the Service is not working properly and you knew or were notified by us that the system was not working properly, or if the Service problem should have been apparent to you, when you attempted to authorize a transfer or payment.
    4. If you have not properly followed Digital Banking instructions on how to make a transfer or payment or if your computer or device fails or malfunctions when you attempted to authorize a transfer or payment.
    5. If you have not given the Bank complete, correct and current instructions so that the Bank can make a transfer or payment.
    6. If circumstances beyond the Bank’s control prevent making a transfer or payment, despite reasonable precautions that the Bank has taken. Such circumstances include delays or losses of payments caused by telecommunications outages, postal strikes, actions of third parties (such as payees), equipment failures, and acts of god.
  6. Customer Responsibility and Liability for Unauthorized Use. You are responsible for all transfers and payments you authorize using Digital Banking. If you permit other persons to use Digital Banking or your secure login profile, you are responsible for any transactions they authorize from your account.
  7. Applicability of Digital Banking Agreement. The Transfers Between Your Premier Bank Accounts Service and this Schedule are subject to the General Terms and Conditions contained within the Digital Banking Agreement (the “Agreement”). To the extent of any conflict between the terms of this Schedule and the terms of the Agreement with respect to this Service, the terms of this Schedule will control with respect to this Service.

EXTERNAL TRANSFERS SERVICE SCHEDULE

  1. External Transfers Generally. The External Transfer Service allows you to quickly transfer funds to or from certain accounts at other U.S. financial institutions and your eligible accounts at Premier Bank through the Digital Banking Service. External transfers are only available for cash balances held in eligible accounts and may not be used to directly transfer securities or other non-cash items between financial institutions. The Bank will process External Transfers as agent on your behalf by means of the Automated Clearing House network pursuant to this Agreement and the rules of the National Automated Clearing House Association (NACHA). All External Transfers are subject to NACHA rules.
  2. Identifying Eligible Accounts. Eligible Premier Bank accounts include personal checking, personal saving, trust checking, trust savings accounts, loans, or lines of credit for which Digital Banking Services have been established and which are in good standing and without an overdraft or insufficient funds item within the last three statement cycles. Besides being consumer accounts, eligible accounts at the financial institution must have the same ownership or common ownership as the accounts at Premier. Common ownership exists where the individual Premier customer is at least one of the individual owners of both accounts even though other owners may differ. Premier may also approve non-Premier accounts where the individual has the authority to transfer funds although the legal ownership of the account differs from that of the Premier account such as situations where one of the accounts is held in a trust where the individual Premier customer is a grantor or trustee of one account and an individual owner of the second account. You agree to provide information to us to validate the eligibility of both the internal and external accounts. Other validation methods may be used by Premier in our sole discretion. Transfers involving ineligible accounts are prohibited. You are solely responsible for properly setting up and identifying all external accounts that you want to establish for purposes of the External Transfer Service and for providing the correct information to enable us to complete the transfer. Premier is not responsible for transfers to unintended accounts due to incorrect information from you.
  3. Scheduling Transfers. You authorize Premier to debit your Premier account and credit your external account (an “outbound transfer”) OR to debit your external account and credit your Premier Account (an “inbound transfer”) as specified in each transfer request. Transfers can be scheduled on either a one-time or recurring basis. Processing of one-time External Transfers may be initiated immediately or scheduled for initiation at a future date. The recurring transfer feature may be used when a set amount is transferred at regular intervals. The cut-off time for External Transfers within a business day is 7:00 p.m. Eastern. Any External Transfer initiated after this time or on a day that is not considered a business day will be considered as being initiated on the next business day. Future-dated or recurring External Transfers scheduled for a weekend or non-business day will be processed on the next business day. External Transfers will appear as “In Process” until fully processed. An External Transfer may be cancelled before 7:00 p.m. Eastern on the day before it is scheduled to occur. An External Transfer may not be cancelled once it reflects “in process” or processed.”
  4. Transaction Limits. We reserve the right to impose hold times and limits on the frequency, number, and dollar amounts of transactions you can perform using Digital Banking. Any External Transfer initiated after the cutoff time or on a day that is not a business day counts toward the applicable limit for the next business day. Premier Bank may change your dollar limits at any time. Any decrease will be subject to notice as required by law.
  5. External Transfer Funds Availability and Processing. You should allow three business days for an External Transfer to be fully completed and the funds available in the receiving account. Longer delays may occur for inbound transfers due to exceeding business day, weekly, or monthly limits account status (including whether the Account is considered a “New Account” under our Funds Availability Policy), and other restrictions. The availability of funds in an outbound transfer is subject to policies and conditions of the receiving institution and Premier is not responsible for any delays in this regard. Under NACHA rules, any credit to your Premier Bank account or your account at a third party financial institution shall be provisional until such credit has been finally settled by us or by the third party financial institution holding your account. You acknowledge that if we do not receive final settlement for an External Transfer for any reason, we shall charge back the amount of such transfer from the account being debited or the account being credited, as applicable, or any other of your accounts or claim a refund from you. You authorize us to reverse a transfer from the applicable account if the debit is returned from the other account in the transaction for any reason, including but not limited to nonsufficient funds. If you exceed the External Transfer business day, weekly, or monthly limits, the Bank may, in its sole discretion accept or reject the external transfer on the following business day. Business days are M-F, excluding Federal Holidays. The Bank will notify you of any rejected transfers. You agree to accept such notices in accordance with applicable agreements with the Bank, but we may choose any reasonable method for providing such notices to you. External Transfers may be delayed or blocked to prevent fraud or comply with regulatory requirements. If we delay or block an External Transfer instruction that you have initiated, we will notify you.
  6. Insufficient Funds. In the event that there are not sufficient funds available in your deposit account to cover your payment obligation, you agree that we may offset, without prior notice or demand, any account held by you to the extent permitted by law. If the deposit account does not have sufficient available funds on the scheduled date, we may elect not to initiate one or more of the transfers. If we do elect to initiate the External Transfer, it may cause an overdraft in your account in which case you shall be liable for the overdraft and any overdraft fees, as set forth in the Terms and Conditions of Your Account.
  7. Representations and Warranties. With each requested transfer, you agree, represent and warrant that:
    1. Your relationship with the other financial institution is independent of your relationship with Premier and that Premier has no responsibility for the acts or omissions of the other financial institution.
    2. Both the Premier account and the external account are eligible accounts for purposes of this Service.
    3. You are either an owner of or otherwise authorized to conduct transactions for both the Premier account and the external account and that you have all necessary legal right, power and authority to transfer funds between the Premier Account and the external account. If you are a joint owner of either account, then you represent and warrant that (i) you have been authorized by all of the other joint owners to transfer funds between the accounts as proposed and (ii) Premier may rely on your instructions without liability to the other owners.
    4. All External Transfers are subject to the terms and conditions affecting both the Premier account and the external account, there are no restrictions or transfer limitations implemented by the external financial institution affecting the transfer, and that Premier will not be liable or responsible for any fees, costs, losses or damages incurred as result of any such restrictions or limitations.
    5. There are sufficient funds available in the external account for any inbound transfers or in the Premier Account for any outbound transfers.
    6. The external account is located in the United States.
  8. Cancellation of External Transfers. The Bank reserves the right to refuse to complete any External Transfer. We will notify you if we decide to refuse an External Transfer; provided however, this notification is not required if you attempt to make a prohibited External Transfer.
  9. Availability of the External Transfer Service.Access to the External Transfer Service is generally available 365 days a year, 24 hours a day, except during maintenance periods and during periods when access to the Digital Banking Service is temporarily interrupted as a result of power outages, equipment and/or software malfunctions or failures. The Bank will not be liable under this Agreement for failure to provide access. Subject to applicable law, we reserve the right to modify, suspend, or terminate access to all or any part of the External Transfer Service at any time and for any reason without notice or refund of previously incurred fees. We will attempt to notify you by posting a notice on our website in the event of any technical difficulties or other occurrence that may impede access to the External Transfer Service for a prolonged period of time.
  10. Applicability of Digital Banking Agreement. The External Transfer Service and this Schedule are subject to the General Terms and Conditions contained within the Digital Banking Agreement (the “Agreement”). To the extent of any conflict between the terms of this Schedule and the terms of the Agreement with respect to this Service, the terms of this Schedule will control with respect to this Service.

ONLINE BILL PAY SERVICE SCHEDULE

  1. Bill Pay Service Generally. You can make one-time or recurring payment to others from your account using the Bank’s bill payment service (the “Bill Pay Service”), subject to the terms and conditions of this Agreement. Bill payments can be accessed through the Digital Banking portal or the Mobile Banking App. The payment amount for each bill payment transaction requested will be debited from your Account on the scheduled date reflected in the Bill Pay Service. With Bill Payment, you may (1) make current, future or recurring payments to certain companies or individuals you select, and (2) make current, future or recurring payments directly to your loan accounts with us. When you schedule a bill payment using the Bill Pay Service, you authorize us to follow the payment instructions and transfer funds from your Payment Account with us to the payee. We may refuse to act on your instructions if sufficient funds are not available in your Payment Account on the date you want us to process your payment. We reserve the right to refuse to make any bill payment.
  2. Payment Scheduling.
    1. To schedule a payment, you must select a date your payment will be debited (such date, the “Scheduled Payment Date”) for each Payee. You should allow 3-5 business days to process most payments. Bill payments are transmitted Monday through Friday at 9:00 p.m. Eastern. If a payment is initiated after this time or on a day that is not a business day, the payment will be processed on the next business day. The Scheduled Payment Date is the date on which Premier will issue the payment to the party you intend to pay (your “Payee”). The first possible Scheduled Payment Date will be reflected in the Bill Pay Service but you may select later Scheduled Payment Dates. The date your Payee receives or processes the payment may be later than the Scheduled Payment Date. It is your obligation to make certain you schedule payments appropriately so that your Payees receive the funds when due. The Bank will not be liable if you do not authorize a bill payment soon enough for your payment to be made and properly credited by the Payee by the time it is due; or if the Bank makes a timely bill payment but the Payee nevertheless does not credit your payment promptly after receipt.
    2. The necessary funds must be available in the Account from which bill payments will be debited (your “Payment Account”) on the Scheduled Payment Date. If sufficient funds are not available and the Bank cannot process the payment from your account on the Scheduled Payment Date, the bill payment will be canceled. Please note that your available current balance will not reflect scheduled payments from the Bill Pay Service until the earlier of the Scheduled Payment or date the item is negotiated by the Payee.
    3. You may make bill payments in any amount up to $9,999.99. The total amount of bill payments in any single business day may not be more than $20,000.00.
    4. You may choose to schedule payments to recur in the same amount at the intervals identified in the Bill Pay Service.
  3. Payment Method. The Bank may choose the payment method by which to remit funds to your Payee. The available payment methods include electronic payments through an automated clearinghouse or payment by a paper check that is then mailed using the U.S. Postal Service. While an electronic payment is our preferred payment method, this is not always possible. If a paper check is used, the check may be mailed before your Scheduled Payment Date to allow sufficient time for it to reach the Payee. You should anticipate there could be delays in mail service that affect when the payment is actually received by the Payee, possibly resulting in late payment fees. The Bank will not be responsible for any delays caused by mail services. The payment will not be deducted from your Payment Account until the check is actually negotiated by the Payee.
  4. Payees. You may designate Payees through the Bill Pay Service. You must provide sufficient information about each Payee to properly direct a payment to that Payee and permit the Payee to identify the correct account to credit your payment. This information may include without limitation, the name and address of the Payee and your Payee account number. The Payee must have a U.S. payment address that can be verified through the ordinary course of business. Occasionally, a Payee may choose not to participate in the Bill Pay Service or may require additional information before accepting payments (e.g. they may require a payment stub, coupon or copy of the invoice). These Payees may not accept such bill payments or may not be able to process bill payments using the Bill Pay Service. In these situations, we will cooperate in your efforts to get the Payee to accept a payment but we may decline to make future payments to this Payee, and a notice will be sent to you. When you create a new Payee in the Bill Pay Service, it may take two (2) business days to set up the Payee to receive payments. You should schedule a payment to a new Payee at least ten (10) business days before any payment due date, to allow the Bill Pay Service time to set up the Payee and verify information about your account with the Payee.
  5. Payment Cancellation Requests. You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the Bill Pay Service. There is no charge for canceling or editing a Scheduled Payment. Once the Bill Pay Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.
  6. Stop Payment Requests. The Bill Pay Service's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Bill Pay Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact the Bank at 1-877-367-8178. Although the Service will make every effort to accommodate your request, the Bill Pay Service will have no liability for failing to do so. The Bill Pay Service may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable Fee Schedule.
  7. Processing Exceptions.
    1. For bill payments made to any government agency (IRS, taxes, child support, court fees, etc.), the Bank has limited ability to research any issues that may arise due to the government’s strict adherence to the Consumer Privacy Act. The Bank will not be responsible for any late fees or penalties that may be incurred by these types of payments.
    2. Bill payments cannot be processed internationally or in the following U.S. territories: Guam, Puerto Rico, U.S. Virgin Islands.
    3. Bill payments cannot be processed in the following International Military Bases: Armed Forces Americas (AA), Armed Forces Europe, Asia, Canada, Middle East (AE), and Armed Forces Pacific (AP).
  8. Prohibited Transactions. PAYMENTS TO PAYEES AND NON-BILLER PAYEES OUTSIDE OF THE UNITED STATES OR ITS TERRITORIES ARE PROHIBITED THROUGH THE SERVICE.
  9. Bank Liability for Failure to Make Transfers. Premier Bank will use its best efforts to properly complete transfers you request. However, the Bank is not liable if the payment cannot be completed due to any of the following circumstances:
    1. If you do not have adequate available funds or credit in the Payment Account to complete a transaction from that account;
    2. If the Payment account has been closed or if it has been restricted due to suspected fraud, the Bank being made aware of a claim on the account adverse to your interests, or by a court order such as a garnishment or other legal process.
    3. the Service is not working properly and you knew or were notified by us that the system was not working properly, or if the Service problem should have been apparent to you, when you attempted to authorize a transfer or payment.
    4. If you have not properly followed Digital Banking instructions on how to make a transfer or payment or if your computer or device fails or malfunctions when you attempted to authorize a transfer or payment.
    5. you have not given the Bank complete, correct and current instructions so that the Bank can make a transfer or payment.
    6. If a paper check is used as the payment method and mailed using the U.S. Postal Service, the Bank is not responsible for any delays in the mail service or if the item is lost in the mail.
    7. If circumstances beyond the Bank’s control prevent making a transfer or payment, despite reasonable precautions that the Bank has taken. Such circumstances include delays or losses of payments caused by telecommunications outages, postal strikes, actions of third parties (such as payees), equipment failures, and acts of God.
    For Consumer Accounts: Provided none of the foregoing exceptions in this section or the Processing Exceptions previously listed are applicable, if the Bill Pay Service causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Payee which does not comply with your Payment Instructions, the Bank will be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Payee any previously misdirected transactions, and, if applicable, for any late payment related charges.
  10. Bill Delivery and Presentment.This feature is for the presentment of electronic bills only and it is your sole responsibility to contact your Payees directly if you do not receive your statements. In addition, if you elect to activate one of the Bill Pay Service's electronic bill options, you also agree to the following:
    1. Information Provided to the Payee. The Bill Pay Service is unable to update or change your personal information such as, but not limited to, name, address, phone numbers and e-mail addresses, with the electronic Payee. Any changes will need to be made by contacting the Payee directly. Additionally it is your responsibility to maintain all usernames and passwords for all electronic Payee sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill. The Bill Pay Service may, at the request of the Payee, provide to the Payee your e-mail address, service address, or other data specifically requested by the Payee at the time of activating the electronic bill for that Payee, for purposes of the Payee informing you about bill information.
    2. Activation. Upon activation of the electronic bill feature the Bill Pay Service may notify the Payee of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Payee to Payee and may take up to sixty (60) days, depending on the billing cycle of each Payee. Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the Payee. While your electronic bill feature is being activated it is your responsibility to keep your Accounts current. Each electronic Payee reserves the right to accept or deny your request to receive electronic bills.
    3. Authorization to Obtain Bill Data. Your activation of the electronic bill feature for a Payee shall be deemed by us to be your authorization for us to obtain bill data from the Payee on your behalf. For some Payees, you will be asked to provide us with your user name and password for that Payee. By providing us with such information, you authorize us to use the information to obtain your bill data.
    4. Notification. The Bill Pay Service will use its best efforts to present all of your electronic bills promptly. In addition to notification within the Bill Pay Service, the Bill Pay Service may send an e-mail notification to the e-mail address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Bill Pay Service and check on the delivery of new electronic bills. The time for notification may vary from Payee to Payee. You are responsible for ensuring timely payment of all bills.
    5. Cancellation of Electronic Bill Notification. The electronic Payee reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Payee to Payee. It may take up to sixty (60) days, depending on the billing cycle of each Payee. The Bill Pay Service will notify your electronic Payee(s) as to the change in status of your account and it is your sole responsibility to make arrangements for an alternative form of bill delivery. The Bill Pay Service will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.
    6. Non-Delivery of Electronic Bill(s). You agree to hold the Bill Pay Service harmless should the Payee fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Payee directly.
    7. Accuracy and Dispute of Electronic Bill. The Bill Pay Service is not responsible for the accuracy of your electronic bill(s). The Bill Pay Service is only responsible for presenting the information we receive from the Payee. You are responsible for addressing directly with a Payee any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail.
    8. Liability to Payees. This Agreement does not alter your liability or obligations that currently exist between you and your Payees.
  11. Payee/Account Changes. It is your sole responsibility to ensure that the contact information for each Payee is current and accurate and that you update the Bill Pay Service any changes to Payee contact information or if there are changes to your account number or other identifying information in the records of the Payee. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. The Bill Pay Service is not responsible for any payment processing errors or fees incurred if you do not provide accurate Payee account or contact information.
  12. Payee/Non-Biller Payee Limitation.The Bill Pay Service reserves the right to refuse to pay any Payee or Non-Biller Payee to whom you may direct a payment. The Service will notify you promptly if it decides to refuse to pay a Payee or Non-Biller Payee designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement.
  13. Returned Payments. In using the Bill Pay Service, you understand that Payees/Non-Biller Payees and/or the United States Postal Service may return payments to the Service for various reasons such as, but not limited to, Payee's/Non-Biller Payee’s forwarding address expired; Payee/Non-Biller Payee account number is not valid; Payee/Non-Biller Payee is unable to locate account; or Payee/Non-Biller Payee account is paid in full. The Service will use its best efforts to research and correct the returned payment and return it to your Payee/Non-Biller Payee, or void the payment and credit your Payment Account. You may receive communication from the Bill Pay Service.
  14. Information Authorization. Your enrollment in the Bill Pay Service may not be fulfilled if the Bill Pay Service cannot verify your identity or other necessary information. If your account was added online the Service may issue offsetting debits and credits to your accounts used for external transfers within the Bill Pay Service, and require confirmation of such from you in order to verify ownership of your Payment Account(s). You agree that the Bill Pay Service reserves the right to obtain financial information regarding your account from a Payee or the Bank (for example, to resolve payment posting problems or for verification).
  15. Availability of the Bill Pay Service. Access to the Bill Pay Service is generally available 365 days a year and 24 hours a day, except during maintenance periods and during periods when access to the Bill Pay Service is temporarily interrupted as a result of power outages, equipment and/or software malfunctions or failures. The Bank will not be liable under this Agreement for failure to provide access. Subject to applicable law, we reserve the right to modify, suspend, or terminate access to all or any part of the Bill Pay Service at any time and for any reason without notice or refund of previously incurred fees. We will attempt to notify you by posting a notice on our website in the event of any technical difficulties or other occurrence that may impede access to the Bill Pay Service for a prolonged period of time.
  16. Applicability of Digital Banking Agreement. The Bill Pay Service and this Schedule are subject to the General Terms and Conditions contained within the Digital Banking Agreement (the “Agreement”). To the extent of any conflict between the terms of this Schedule and the terms of the Agreement with respect to this Service, the terms of this Schedule will control with respect to this Service.

E-STATEMENTS SERVICE SCHEDULE

  1. Generally. Within the Digital Banking Service, you may choose to utilize electronic statements (“E-Statements”). If you select E-Statements in lieu of paper statements, your use of E-Statements and your receipt of Communications will be governed by the terms of this E-Statements Schedule. If any Account has multiple owners and/or authorized signers, your consent to this Agreement constitutes the consent of all joint account holders and authorized signers. A Communication to any account owner or authorized signer will be treated as a Communication to all. You may activate E-Statements by going to “Accounts – Statements & Docs –Subscriptions” within the Digital Banking Service and selecting from the accounts eligible for this Service.
  2. Which Communications Are Covered? We will provide the following “Communications” to you in electronic form: (a) all periodic statements in connection with the eligible Accounts that you have selected; (b) all legal or regulatory notices, disclosures, cancelled checks, and other information that would have been contained in or accompany your periodic statement, including information we are required by law or regulation to provide you in writing, such as pricing information and privacy notices; and (c) any other information about your eligible Accounts, including all notices or disclosures about a change in the terms of your eligible Accounts. If your Account entitles you to receive paper copies or images of cancelled checks, these services will be provided in electronic form through the Digital Banking Service. If your Account does not entitle you to receive paper copies or images of canceled checks, these services will not be provided through the Digital Banking Service.
  3. Delivery of Communications and Requirements to Promptly Review.You agree and consent to receive E-Statements through the mechanism you used to enroll in the E-Statements service (for example, if you enrolled through Mobile Banking, you consent to receiving E-Statements through Mobile Banking). Additionally, we may deliver the Communications to you by any of the following methods: (a) by posting a notice and making the information available to you through the Digital Banking Service; (b) by sending the information to an email address you have provided to us; (c) by sending the information to a wireless device you have designated; (d) to the extent permissible by law, by access to a website that we will generally designate in advance for such purpose; or (e) any other electronic means we have mutually agreed upon. Delivery of electronic Communications by any of these methods will be considered “in writing” and you intend that the electronic Communications have the same legal effect as written and signed paper communications.
  4. Your Prompt Review of E-Statements.You will be notified by email that your E-Statement is available to view in the Digital Banking Service. This notice will be sent to the email address you specify however we do guaranty the delivery of this notice and reserve the right to cancel this notification at any time. You agree that our posting of the communication in the Digital Banking Service constitutes delivery of the Communication to you. Your receipt of E-Statements does not in any way alter your obligation to promptly review your E-Statements as set forth in your Other Agreement(s). You must promptly access and review your E-Statements and any accompanying items and notify us in writing immediately of any error, unauthorized transaction, or other irregularity. If you allow someone else to access your E-Statement, you are still fully responsible for reviewing the E-Statement for any errors, unauthorized transactions, or other irregularities. All provisions as set forth in the applicable deposit account disclosure/agreement(s), terms and conditions, and loan agreements will continue to apply.
  5. Withdrawal of Your Consent. You may withdraw your consent to receive electronic Communications by changing your election within the Digital Banking Service by clicking “Accounts – Statements & Docs –Subscriptions” and following the instructions, calling us at 1-877-367-8178, by writing to Premier Bank, PO Box 248, Defiance OH 43512, Attention: Deposit Operations, or visiting a Premier Bank branch. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal, which shall not be less than ten (10) business days, days on which we are open and conducting business for customers. We may treat an invalid email address as a withdrawal of your consent to receive electronic Communications. If you withdraw your consent to receive electronic Communications, we may terminate your access to or use of the Digital Banking Services.
  6. Obtaining Paper Copies. You may obtain paper copies of electronic Communications by printing them using the “print” feature of your browser while within the Digital Banking Service or calling 1-877-367-8178. We may charge you a reasonable charge, of which we have provided you prior notice, for the delivery of paper copies of any Communication provided to you electronically pursuant to this authorization.
  7. Requirements to Use the Digital Banking Service. The minimum hardware and software requirements to access and retain the electronic Communications are: (a) a personal computer or other device with operating system and telecommunications connections to the Internet, capable of receiving, accessing, displaying, and either printing or storing electronic Communications; (b) The most current version of a supported and commonly used Internet browser, such as Internet Explorer, Apple Safari, or Google Chrome, supporting encryption; (c) sufficient electronic storage capacity on your computer’s hard drive or other data store unit; (d) software that enables you to view files in the Portable Document Format (“PDF," Adobe Acrobat Reader® files (this program is available for downloading at https://get.adobe.com/reader/)); (e) a valid email address where you can receive emails with attached or linked PDF documents; and (f) any and all other hardware or software requirements set forth in this Agreement.
  8. Risks of Email. Certain risks are associated with the transmission of Communications through the Internet, including, but not limited to, unauthorized access, systems outages, delays, disruptions in telecommunications services and the Internet. Email is not private or secure. The Communications sent to you by email are an unencrypted, automatic Alert. Although these Communications are not intended to contain personally identifiable confidential financial information, they may contain part or all of your name or other identifier, which could be seen or intercepted by others if delivered to your business address or other computers or electronic devices not exclusively under your control. Do not respond to the Communications by return email, or use it to request information, service, paper copies or other items or to revoke consent. We will not be able to act upon requests made in that manner.
  9. Changes to Your Mailing or Email Address. You agree to notify us immediately of any change in your mailing address or email address. To notify us of your email address change, contact us by phone or through the Digital Banking Service. It is your responsibility to notify us in writing of changes to your mailing address for U.S. Mail delivery of other account documentation, including, but not limited to, all year-end tax reporting documents.
  10. Electronic Signature Agreement and Security. You agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action or to otherwise provide us instructions while using the Digital Banking Service or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions, constitutes your signature, acceptance and agreement as if actually signed in writing. Further, you agree that no certification authority or other third-party verification is necessary to validate your electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or any resulting contract between you and us. You agree and acknowledge that you will keep your PIN and other security codes and identification data used to access the Digital Banking Service confidential, and you will immediately notify us should you believe that any security device, PIN, or code has been lost, stolen, or that an unauthorized person has electronically accessed your Accounts.
  11. Applicability of Digital Banking Agreement. The E-Statements Service and this Schedule are subject to the General Terms and Conditions contained within the Digital Banking Agreement (the “Agreement”). To the extent of any conflict between the terms of this Schedule and the terms of the Agreement with respect to this Service, the terms of this Schedule will control with respect to this Service.

STOP PAYMENT SERVICE SCHEDULE

  1. General. This Stop Payments Service Schedule establishes the terms and conditions of the Bank’s Stop Payment Service (“Stop Payments”) and sets forth the obligations and responsibilities of the Bank and you with respect to Stop Payments.
  2. Statement of Stop Payments. Stop Payments allows you to electronically place a stop payment request on a check subject to the terms of this Schedule and the Digital Banking Agreement.
  3. Requesting Stop Payments. You agree to the following process in requesting an electronic stop payment:
    1. You must select whether you would like to request an electronic stop payment for a single check or a range of checks.
      1. If you are requesting an electronic stop payment for a single check, you must include in each stop payment request the check number, the exact amount of the check for which payment is being stopped (dollars and cents), the name of the payee identified on the check, the account number on which the check is drawn, and the reason for the stop payment.
      2. If you are requesting an electronic stop payment on a range of checks, you must include in each stop payment the account number on which the checks are drawn and the starting check number and ending check number of the range of checks that are subject to the electronic stop payment request.
    2. You agree to review your account statements and transactions reflected in Digital Banking prior to transmitting a stop payment request and to not transmit any request relating to a check that has been paid already.
    3. You understand and agree that the Bank can only stop a check that shows the same MICR serial number and exact amount of the check as that set forth in the stop payment request. The Bank is not liable for processing any check that does not appear as paid on a statement with the correct check serial number due to defects or damages to MICR information on the check.
    4. You understand and agree that You acknowledge that under certain circumstances, the Bank may pay a check even if a stop payment request is in effect (for example, where a branch becomes a “holder in due course” of the check being stopped).
    5. Any stop payment request shall terminate six months after the hold is placed, unless it is renewed or cancelled earlier. All stop payment requests will be cancelled automatically when the account on which the check is drawn is closed or transferred.
  4. Fees. Any fees associated with Stop Payments are set forth in the Fee Schedule.
  5. Applicability of Digital Banking Agreement. The E-Statements Service and this Schedule are subject to the General Terms and Conditions contained within the Digital Banking Agreement (the “Agreement”). To the extent of any conflict between the terms of this Schedule and the terms of the Agreement with respect to this Service, the terms of this Schedule will control with respect to this Service.

MOBILE DEPOSIT SERVICE SCHEDULE

  1. Generally.This Mobile Deposit Agreement (this “Mobile Deposit Schedule”) between you and the Bank governs your use of the mobile deposit services (“Mobile Deposit Services”) offered through the Mobile App. The Bank offers the Mobile Deposit Services under this Mobile Deposit Agreement in association with one or more deposit accounts maintained by you with the Bank. The Mobile Deposit Service provides you the ability to access and make deposits to your designated accounts using a mobile device with a camera (referred to herein as a “Capture Device,” as further defined below). The Mobile Deposit Service enables you to use a compatible Capture Device to scan an image of original paper checks ("Original Checks") that are drawn on or payable through United States financial institutions (each a "Check Image") and to electronically submit the Check Image and associated deposit information to the Bank from your home or other remote locations using the Mobile Deposit Services for deposit into a designated account for collection thereafter by the Bank. As used in this Mobile Deposit Agreement, a “Capture Device” means any device acceptable to us that provides for the capture of Check Images and for transmission through the clearing process.
  2. Requirements to Use the Mobile Deposit Service. Your use of the Mobile Deposit Services is subject to the following requirements:
    1. To access the Mobile Deposit Service, you must have or acquire and maintain a compatible Capture Device and a wireless plan from a compatible wireless carrier. You must also use the Mobile App. You are responsible for all costs of operating the Capture Device, including without limitation all cellular and Internet service charges. The Mobile App will automatically push any updates or patches for the Mobile Deposit Service. You are responsible for updating the Mobile App when prompted to do so. You agree to implement and maintain internal security controls to protect the Capture Device and any confidential information thereon. You shall be solely responsible for protecting against unauthorized access to the Capture Device and from all losses and damages arising from any unauthorized access to the Capture Device. If you suspect your Capture Device has been lost or stolen, you must notify the Bank immediately by calling 1-877-367-8178.
    2. You may scan and submit Check Images for deposit to the Bank within the dollar limits ("Deposit Limits") established by the Bank. The current daily dollar limit is $2,500. In addition, the current multi-day dollar limit is $5,000.00 per any 20 consecutive business days. The Bank reserves the right to limit the frequency and dollar amount of deposits submitted through the Mobile Deposit Service. If you exceed the Deposit Limits, the Bank may in its sole discretion accept or refuse the Check Image deposit. If at any time the Bank accepts a Check Image deposit that exceeds the Deposit Limits, the Bank will have no obligation to do so in the future. The Bank may at any time at its sole discretion raise or lower Deposit Limits.
  3. Checks Deposited. You agree that you will use the Mobile Deposit Service to scan only Original Checks payable to and properly endorsed by you, drawn on financial institutions in the United States with a valid ABA/Routing Number, denominated in U.S. Dollars, and intended for deposit by you to your designated account with the Bank. All other items may be deposited by alternate methods such as in person or by mail including a completed account deposit slip. You agree that you will not use the Mobile Deposit Service to scan and deposit any checks or other items as shown below, which are considered ineligible items (each a “Prohibited Check”):
    1. Check Images items payable to any person or entity other than you;
    2. Check Images that are payable to you and another party who is not a joint owner on the Account to which you are depositing the item;
    3. Check Images of items drawn on banks located outside the United States;
    4. Check Images of items not payable in United States currency;
    5. Check Images that are illegible or otherwise do not meet the image quality requirements set forth below;
    6. that contain an alteration to any of the fields on the front of the check or item, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check or item is drawn;
    7. Images of checks previously converted to Substitute Checks (as defined in Reg. CC also known as “Check 21”);
    8. Images of checks that are remotely created checks, as defined in Reg. CC;
    9. Images of checks that are dated more than six (6) months prior to the date of transmission (e.g., a stale check);
    10. Deposits which exceed your daily, per item or rolling 20 business day limit; and
    11. Checks that have previously been submitted through the Service or another remote deposit capture service.
    12. Checks that are not acceptable for deposit into the account as provided in the Terms and Conditions for the account.
    You understand that the Bank is not obligated to accept for deposit any Check Image that the Bank in its sole discretion determines to be ineligible for the Mobile Deposit Service, and the Bank is not liable to you for rejecting any check or image transmitted by you. The Bank further reserves the right to charge back to your account at any time, any item that we subsequently determine was ineligible. You agree that the Bank is not liable for any loss, costs, or fees that you may incur as a result of our chargeback of an ineligible item. If you deposit any Check Image that is ineligible for the mobile deposit capture, you agree to indemnify, defend, hold harmless, and reimburse the Bank and its directors, officers, employees, third party service providers, and agents free and harmless from any and all losses or damages, including attorneys’ fees, lost profits, and indirect or special damages, including, but not limited to, those relating to bank secrecy or financial privacy laws or regulations, that may arise, directly or indirectly, in whole or in part from and against, any and all losses, costs and expenses (including reasonable attorneys’ fees) the Bank or our third party service providers may incur associated with any warranty, indemnity or other claim related thereto.
  4. Grant of Security Interest. If you deposit a Prohibited Check, you agree to indemnify and reimburse the Bank for and hold the Bank harmless from and against, any and all losses, costs, and expenses (including reasonable attorneys’ fees) the Bank may incur associated with any warranty, indemnity, or other claim related thereto. Furthermore, if, after first having obtained the Bank’s written consent to do so, you provide the Bank with an electronic representation of a substitute check for deposit into an Account instead of an original Check, you agree to indemnify the Bank for, and hold the Bank harmless from and against, any and all losses, costs, and expenses (including reasonable attorneys’ fees) the Bank incurs because any such substitute check resulting from such electronic representation does not meet applicable substitute check standards and/or causes duplicate payments. You grant the Bank a security interest in all Accounts or other deposits, to secure your obligations to the Bank under this Addendum. This security interest will survive termination of this Agreement, or the termination of this Schedule or the Service.
  5. Endorsements and Procedures. You agree to restrictively endorse any item transmitted through the Mobile Deposit Service as follows: sign the back of your check with your name and add the words “For Mobile Deposit Only” or as otherwise instructed by us. You agree to follow any and all other procedures and instructions for use of the Mobile Deposit Service as we may establish from time to time.
  6. Image Quality.You are responsible for the image quality of the Check Image you transmit. Each Check Image must include the front and back of the check, and the following information must be readable: amount, payee name, drawer signature, date, check number, account number, routing and transfer number, MICR line, and any endorsement or other information written on the check. The quality of any Check Image must comply with the requirements established from time to time by American National Standards Institute (ANSI), the Board of Governors of the Federal Reserve Board, or any other regulatory agency, clearing house or association. You acknowledge and agree that even if the Bank does not identify a Check Image as ineligible, the Check Image may be returned to the Bank because, among other reasons, the Check Image or any Substitute Check created from the Check Image is deemed ineligible by the financial institution upon which it is drawn or any intermediate collecting financial institution. The Bank’s failure to identify a Check Image you transmit to us as ineligible will not preclude or limit your obligations. You authorize us to process any Check Image you send to us or convert a Check Image to a Substitute Check, as defined by Check 21.
  7. Keeping and Destroying Checks After Imaging. Upon your receipt of a confirmation from us that we received an image you transmitted, you agree to retain the Original Check for at least sixty (60) calendar days from the date of the image transmission. We may request to view the Original Check for a variety of reasons, such as we have concerns with the accuracy or validity of the image. Upon our request, and within five (5) business days, you must deliver to us, at your expense, the Original Check. If you do not provide the Original Check in a timely manner, the deposit in question will be reversed from your Account. After sixty (60) days, you agree to destroy the check or otherwise render it incapable of further transmission, deposit, or presentment. During the time the retained check is available, you agree to promptly provide it to us upon request. You are responsible if an Original Check is misused for any reason and its full destruction. You are responsible for the safekeeping of all Original Checks.
  8. Availability of Funds. Subject to our Funds Availability Policy, deposits made with Mobile Deposit before 4:00 p.m. will post to your account the following business day (business days are defined as Monday – Friday). If you post after the daily cutoff time, your funds will be available the second business day. Longer delays may occur due to exceeding daily and monthly limits, account status (including whether the Account is considered a “New Account” under our Funds Availability Policy), equipment or communication failure, or other restrictions. Although the Mobile Deposit utilizes technology as a delivery method, checks deposited through this service are NOT considered "electronic direct deposits" for purposes of funds availability. Deposits made through the Mobile Deposit Service are considered to be made in Defiance, Ohio with a 4:00 p.m. Eastern cut-off time. Any deposit made through the Mobile Deposit Service received and confirmed before 4:00 p.m. Eastern on a business day will be credited to your account the next business day. Deposits made through the Mobile Deposit Service which are received and confirmed after 4:00 p.m. Eastern and any such deposits confirmed received on Federal holidays or days that are not our business days, will be credited to your account on the second business day.
  9. Business Days. For determining the availability of your deposits made using Mobile Deposit, every day is a business day, except Saturdays, Sundays and holidays. However, we reserve the right to delay availability based on such factors as the length and extent of your relationship with us, transaction and experience information, when we believe an item will not be paid, when you redeposit a check that has been returned unpaid, when you have overdrawn your account repeatedly in the last six (6) months, due to circumstances outside of our control such as an emergency or failure of computer or communications equipment, or such other factors as the Bank, in its sole discretion, deems relevant. If a hold is applied to a deposit, the Bank will notify you via email and advise when the funds will be available. Any credit to your account is provisional and remains subject to final payment of the checks. You remain liable to the Bank for any returns, dishonor, errors, inaccuracies, breach of warranties and any other loss sustained by, or claim made against the Bank with respect to the items deposited.
  10. Termination. You may terminate the use of the Mobile Deposit Service without terminating your use of mobile banking. You or the Bank may terminate your use of the Mobile Deposit Service at any time and for any reason, although your representations, warranties, and obligations will remain in full force and effect. This Mobile Deposit Schedule will remain applicable to any Checks or items that you have submitted prior to termination. Without limiting the foregoing, your use of the Mobile Deposit Service may be terminated if you breach any term of this Mobile Deposit Schedule, if you use the Mobile Deposit Service for any unauthorized or illegal purposes, or you use the Mobile Deposit Service in a manner inconsistent with the terms of any other agreements you may have with the Bank.
  11. Fees. A fee may be charged for using the Mobile Deposit Service. We may change that fee amount from time to time, but the current amount will be disclosed before you choose to submit your deposit transaction. Fees may vary depending on the account type or the length of time before funds are made available. If a fee is assessed in error, contact our Customer Care Center at (877) 367-8178. You authorize us to deduct any such fees from any account in your name with us. You agree to receive such notifications within the Mobile Deposit Service.
  12. Mobile Deposit Service Unavailability. The Mobile Deposit Service may be temporarily unavailable due to system maintenance or technical difficulties, including those of the Internet service provider, cellular service provider and/or Internet software. The Bank will not be liable to you in regard to any such unavailability of the Service. In the event that the Mobile Deposit Service is unavailable, you may deposit original checks at one of our branches or at an ATM that accepts deposits.
  13. Representations and Warranties. You represent, warrant, and covenant the following to the Bank:
    1. Each Check Image is a true and accurate rendition of the front and back of the Original Check, without any alteration, and the payer of the check has no defense against payment of the check.
    2. You agree that the image of any Original Check submitted to us is an “item” within the meeting of Article 4 of the Uniform Commercial Code. You further agree that no transaction made using the Mobile Deposit service is an “electronic fund transfer” as defined in the federal Electronic Funds Transfer Act and/or Regulation E.
    3. You are a person authorized to enforce each Original Check or are authorized to obtain payment of each Original check on behalf of a person authorized to enforce the item.
    4. Each Original Check bears all required and authorized endorsements and has not been altered.
    5. You will submit to the Bank only Check Images that are suitable for processing, including, but not limited to, Check Images that are legible and contain machine-readable MICR data.
    6. You will not submit to the Bank for deposit using Mobile Deposit Service any check that is payable jointly unless the check is being deposited into an account in the name of all payees on the check.
    7. You will use the Mobile Deposit Service for lawful purposes only and in compliance with all applicable rules and regulations and our instructions, rules, and specifications.
    8. You have possession of the Original Check, no other party will also submit the Original Check for payment, you will destroy all Original Checks as stated above, and you will notify us immediately if you learn of any or theft of the Original Check.
    9. You will not use the Mobile Deposit service to transmit or deposit any Original Check (i) payable to someone other than you; (ii) which you know or should have known to be fraudulent, altered, unauthorized, or missing a necessary endorsement; (iii) that is drawn on an institution located outside of the United States; or (iv) that is created by you purportedly on behalf of the maker, such as a remotely created check.
    10. You will not deposit into your account with the Bank or any other deposit taking institution, or otherwise negotiate or transfer to anyone, any Original Check that you submitted as a Check Image deposit to the Bank, unless following receipt of your submission, the Bank notifies you that the Check Image is ineligible and not accepted for deposit or that the Check Image or any Substitute Check created from the Image is refused by the financial institution upon which it is drawn.
    11. You will use the Mobile Deposit Services only for your own use in accordance with the terms of this Mobile Deposit Agreement and all applicable laws and regulations. You will not make the Mobile Deposit Services available or transfer your rights to use the Mobile Deposit Services for the benefit of any third party.
  14. Indemnity. In addition to the indemnification obligations set forth in the Digital Banking Agreement, you agree to indemnify, defend, and hold harmless the Bank and its directors, officers, employees, third party service providers, and agents free and harmless from any and all losses or damages, including attorneys’ fees, lost profits, and indirect or special damages, including, but not limited to, those relating to bank secrecy or financial privacy laws or regulations, that may arise, directly or indirectly, in whole or in part from any claims, suits, or demands, of any nature or kind (including without limitation, those brought by third parties) with respect to: (i) any Check Image, Substitute Check, or Original Check processed through the Mobile Deposit Service; (ii) your destruction of the Original Check or any attempted re-presentment of an Original Check; (iii) your use of the Mobile Deposit Service; (iv) your breach of the representations and warranties set forth above or in any agreement with us; (v) your failure to comply with any applicable laws and regulations; (vi) any act or omission of the Bank that is in accordance with this Mobile Deposit Schedule or your instructions; or (vii) any actions by third parties, such as the introduction of a virus, that delay, alter or corrupt the transmission of a Check Image to the Bank.
  15. Return of Checks. You are solely responsible for verifying that Checks that you deposit using the Mobile Deposit Service have been received and accepted for deposit by the Bank. The Mobile App will inform you when the Check has been submitted through the Mobile Deposit Service and you will receive a “Deposit Confirmation” the funds will show in your Available Funds once the check has cleared or the funds have been deposited. The Bank will provide you with any notice of rejected deposit or notice of any deposits that it is unable to process because Checks were returned unpaid by the payor financial institution. You agree to accept such notices in accordance with your agreements with the Bank, but we may choose any reasonable method for providing such notices to you. In the event that the Bank credits your account for a Check that is subsequently dishonored and returned, you authorize the Bank to debit the amount of such Check plus any associated fees from the account. To the extent that funds in your account are insufficient to cover such amount, we shall debit the deficiency amount from any of your other account(s) with the Bank in our sole discretion. Our right to charge your account(s) will apply without regard to whether the Check was timely returned or whether there is any other claim or defense that the Check was improperly returned. You understand and agree, that since the original Check is your property, it will not be returned and the Bank may charge back an image of the Check or other electronic or paper debit, as applicable, to your account. You further agree that any image that we charge back may be in the form of an electronic or paper reproduction of the original Check or a substitute check. You may not use the Mobile Deposit Service to deposit a substitute check and you may not deposit the original Check through the Service or in any other manner if you receive a dishonored Check. You agree to comply with any additional instructions we may provide you in connection with returned checks.
  16. Errors. You agree to notify the Bank of any suspected errors regarding items deposited through the Mobile Deposit Service right away, and in no event later than thirty (30) days after the applicable the Bank account statement is sent. Unless you notify the Bank within thirty (30) days, such statement regarding all deposits made through the Mobile Deposit Service shall be deemed correct, and you shall be precluded from bringing a claim against the Bank for any such alleged error.
  17. Limitations of Services. The Bank’s ability to provide the Mobile Deposit Service is conditioned upon the availability of the wireless or computer services and systems used in transmitting your requests and the Bank’s response. The Bank shall not be liable or responsible for any loss or damage incurred due to the failure or interruption of the Mobile Deposit Service, wireless or computer services, or systems, resulting from the act or omission of any third party or other causes not reasonably within the Bank’s control. In the event the Mobile Deposit Service is unavailable for any reason, items may be deposited by alternate methods such as in person or by mail including a completed account deposit slip. We reserve the right to change, suspend, or discontinue the Mobile Deposit Service, in whole or in part, or your use of the Mobile Deposit Service, in whole or in part, immediately and at any time without prior notice to you.
  18. Applicability of Digital Banking Agreement. The Mobile Deposit Service and this Schedule are subject to the General Terms and Conditions contained within the Digital Banking Agreement (the “Agreement”). To the extent of any conflict between the terms of this Schedule and the terms of the Agreement with respect to this Service, the terms of this Schedule will control with respect to this Service.