E-SIGN AUTHORIZATION AND DISCLOSURE

You understand that you must read this E-SIGN Authorization and Disclosure carefully and keep a copy for your records. In order to register for and use the Online Banking Services, you are agreeing to electronic delivery of legal disclosures, agreements, instructions, communications Electronic Statements ("eStatements") (if I select Online eStatement Delivery) and other notices related to such services, including but not limited to Electronic Funds Transfer Disclosures; Annual Percentage Yields; fees and other terms of our deposit accounts; loan accounts, and change-in-terms notices ("Documents"). With the exception of eStatements, you may obtain a paper copy of Documents free of charge, by calling Customer Service at (800) 220-2497, emailing us at customerservicecenter@bankwithfidelity.com, or writing us a letter and sending it to the address contained in Section 10.6. If you would like to obtain copies of eStatements, submit a request for copies by following the instructions contained in the Electronic Statement Delivery Authorization and Agreement.

To receive this information electronically, you will need access to a computer that satisfies the minimum web browser requirements for online banking service. Additionally, you will need access to a printer or the ability to download the information, in order to keep copies for your records. In order for you to receive electronic delivery of Documents, your computer hardware, software, and your internet service provider ("ISP") must meet the following specifications:

Any Personal Computer Capable of running the following browsers:
Windows: Internet Explorer 8.0 or greater
Mozilla FireFox 3.0 or greater
Adobe 6.0 or greater

We reserve the right to change the hardware or software requirements needed to access or retain electronic records. If we make such a change and the change creates a material risk that you will not be able to access or retain subsequent electronic records, we will provide you with a statement of (i) the revised hardware and software requirements for access to and retention of the electronic records, and (ii) your right to withdraw consent without the imposition of any fees for such withdrawal. If you have questions about receiving Documents, need technical or other assistance concerning these disclosures, please contact Customer Service by telephone at (800) 220-2497.

With the exception of eStatements, if you consent to receive Documents electronically, but later want to withdraw your consent, you may contact Customer Service by telephone at (800) 220-2497, email us at customerservicecenter@bankwithfidelity.com, or write us a letter and withdraw your consent and send it to the address contained in Section 10.6. If you have elected to receive eStatements, you may withdraw your request by following the instructions contained in the Electronic Statement Delivery Authorization And Agreement.

By proceeding with your enrollment in Online Banking Service and by clicking the "I Agree" button below, you represent and warrant that (i) you have read and understand this E-SIGN Authorization and Disclosure; (ii) you agree to accept the Documents in an electronic format, and (iii) you agree that you have the required hardware and software necessary to access the account disclosures and to retain a copy of them.


FIDELITY BANK

ONLINE BANKING AGREEMENT

The following information represents the Online Banking Agreement between you and Fidelity Bank ("Bank," "we," "our," "ours"). This Agreement, including, as applicable, any related Online Banking Application and/or Enrollment Form, the signature card, Fee Schedule, Truth in Savings disclosures, Funds Availability Disclosure, Electronic Funds Transfer Disclosure, Rules Governing Deposit Accounts, loan agreements and disclosures, and any applicable Service Agreement and other instructions and the terms and conditions contained herein relating to specific Services that may be provided in connection herewith (collectively, this "Agreement"), sets forth the terms and conditions governing the provision of Online Banking Services to you or anyone authorized by you (collectively, "Customer," "you," "your," "yours") and describes your and our rights, responsibilities and obligations. Unless otherwise indicated, the provisions of this Agreement apply to both business and consumer customers. The Enrollment Form for Online Banking Services is made an integral part of this Agreement. If you are a business customer, by completing and signing the Enrollment Form, and/or using one or more of the Services, Customer agrees to, and shall be bound by, the terms, conditions and provisions in this Agreement, including those for each Service, which Customer has selected. If you are a consumer, by clicking the "I agree" button at the end of this Agreement, you are electronically signing this Agreement, which shall be considered the same as your authorized written signature constituting your binding agreement to all of the terms, conditions, and notices contained or referenced in this Agreement.

Bank, in its sole discretion, may not permit Customer to use the Service until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of the Service, and until Bank has had a reasonable opportunity to review the Enrollment Form, applicable to business customers, and activate the Service. In any event, Customer agrees that the use by Customer of any Service shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer's acceptance of and agreement to Bank's terms and conditions for the use of such Service as may be in effect as of the time of such usage, whether set forth in this Agreement, any applicable Service Agreement or otherwise prescribed by Bank. In the event of a conflict between the terms of this Agreement and those of any Enrollment Form, or Service Agreement, the terms of the Enrollment Form, or Service Agreement as applicable, shall govern and control with respect to the Service at issue. In order to activate the Service, you must have at least one Account with us linked to the Service.

Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and Bank, intending to be legally bound, do hereby agree as follows:

Article I. Definitions.

The following terms and definitions apply when used in this Agreement.

1.1.

"Access Device" means Customer equipment and required software (including any personal computers, smart phones, tablets, data assistant or other wireless access device) that meets the requirements for use of Online Banking Services.

1.2.

"Account" or "Accounts" means one or more checking, savings, money market deposit, certificate of deposits, or loan accounts that you have with us.

1.3.

"Account Access" means your ability to access account and transaction information on Accounts and transfer funds between Accounts through the Internet.

1.4.

"Account Agreement" means the agreement between you and us that governs the use of your Account including the Rules Governing Deposit Accounts, any funds availability agreement; electronic funds transfer agreement or disclosure, line of credit agreement, loan agreements, and our schedule of fees and charges.

1.5.

"Bill Payment Service" means our service that allows you to pay or transfer funds to designated Payees based upon your instructions to us entered through Online Banking Service.

1.6.

"Bill Payment" or "Payment" means the remittance of funds, initiated through Online Banking Service, from a Bill Payment Account to a Payee.

1.7.

"Business Day(s)" means 8:30 a.m. to 5:00 p.m. Central Time, Monday through Friday. Federal Holidays are not included. Some online transaction deadlines may vary from this definition.

1.8.

"Electronic" means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.

1.9.

"Enrollment Form" means the Business Online Banking Service Enrollment form.

1.10.

"External Transfer" means a transfer of funds, initiated through Online Banking Service between your consumer Account(s) with the Bank and your consumer accounts at other financial institutions; and from your consumer Account(s) with the Bank to account(s) held by another person at the Bank or at another financial institution.

1.11.

"Funds Transfer" or "Transfer" means a transfer of funds, initiated through Online Banking Service, from one eligible Account to another that you have with us.

1.12.

"Mobile Banking Application" means the specially designed applications that you download for use with certain Access Devices to access the Service.

1.13.

"Mobile Web" means the mobile browser service that allows access to the Service through a mobile Access Device.

1.14.

"Online Banking Service" or "Service" means the service(s) described in this Agreement.

1.15.

"Password" means the confidential identification number or other code assigned to you by us or selected by you for identification purposes in connection with the use of our Online Banking Services.

1.16.

"Payee" means any individual, financial institution, educational institution, company, merchant or other entity you wish to pay using Online Banking Services.

1.17.

"Rules Governing Deposit Accounts" has the meaning provided in Section 10.7

1.18.

"Transfer Day" means Monday Friday. Federal Holidays are not included.

Other definitions may be set forth elsewhere in this Agreement.

Article II. Setup and Use of Online Access Services.

2.1.

Eligibility.

You must have at least one eligible deposit or loan Account with us to enroll in the Service. Eligible Consumer Accounts are linked by your taxpayer identification number. You will have access to all Accounts on which you are the sole owner or hold jointly with another person, provided you have signing authority to act alone. Eligible business Accounts are linked by the business taxpayer identification number. Any non-linked account will not be accessible through the Service. Any new accounts opened in the future will be automatically linked for service access based on taxpayer identification. Prior to your first use of Online Banking Service, the Bank will assign you a User Name and Password (the User Name and Password collectively are referred to as the "Access Codes"), required to gain access to Online Banking Service. After your initial login to Online Banking Service, you must designate a User Name and Password, which will be required to gain access to the Service.

"Eligible Accounts" include the following:

  1. Checking (Demand Deposit) Accounts
  2. Savings Accounts
  3. Money Market Accounts
  4. Loans
  5. Certificates of Deposit

2.2. Security Procedure.

The use of the Access Code is a security procedure established by Bank to authenticate the identity of the person attempting to gain access to the Service. The security procedure is not designed for the detection of errors. We may require you to change your Access Code from time to time for security reasons. Your Access Codes will be automatically deactivated by the system if you do not use the Access Code for a period longer than ninety (90) days. You may reactivate your Access Codes by visiting a Bank branch or by calling the customer service center (see Section 10.6). You should keep your Access Code in a secure location. Any person having access to your Access Code will be able to access these Services and perform all transactions, including reviewing Account information and making Transfers to other Accounts and to other persons. You are responsible for safeguarding the Access Codes. Providing these Access Codes to another person effectively constitutes a grant of authority to access your accounts.

2.2.1.

You agree to comply with the "Security Procedures" and any other Security Procedures Bank directs you to use, and you acknowledge and agree that the Security Procedures, including (without limitation) any code, password, personal identification number, user identification technology, token, certificate, layered security, or other element, means, or method of authentication or identification used in connection with a Security Procedure ("Security Devices"), constitute commercially reasonable security procedures under applicable law for the initiation of the Services you utilize, including without limitation, transfers and access to confidential information. You authorize us to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us (see Section 10.6), according to notification procedures prescribed by us, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than you or your representative(s) and until we have had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction or instructions using applicable Security Procedures constitutes sufficient authorization for Bank to execute such transaction or instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to this Agreement or your deposit account maintained with Bank, and you agree and intend that the submission of transactions and instructions using the Security Procedures shall be considered the same as your authorized written signature in authorizing us to execute such transaction or instruction. You acknowledge and agree that you shall be bound by any and all transactions initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law. You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or transaction initiated by you and that you bear the sole responsibility for detecting and preventing such error.

2.2.2.

You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to your authorized representative(s). You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. Where you have the ability to change or modify a Security Device from time to time (e.g., a password or User Name), you agree to change Security Devices frequently in order to ensure the security of the Security Device. You agree to notify us immediately, according to notification procedures prescribed by us in Section 10.6, if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other than you or your authorized representative(s) or if you believe that any transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions. If you are a business, you agree to indemnify, defend all claims, and hold Bank harmless from any loss, damages, or expenses, including but not limited to attorney's fees, caused by your, your employees', or agents' failure to keep the Security Procedures or Security Device confidential and secure.

2.2.3.

You agree to notify us immediately, according to notification procedures prescribed by us in Section 10.6, if the authority of any authorized representative(s) shall change or be revoked. You shall recover and return to us any Security Devices in the possession of any of your authorized representative(s) whose authority to have the Security Device has been revoked.

2.2.4.

We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in our discretion. We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.

2.3.

Access.

Services are generally accessible 24 hours a day, seven days a week, except that the Services may be inaccessible for a reasonable period on a daily basis for system maintenance. We are not liable under this Agreement or any applicable Service Agreement for failure to provide access due to a system failure or due to other unforeseen acts. We may modify, suspend, or terminate access to the Services at any time and for any reason without notice or refund of fees you have paid. The Bank may change the terms and conditions of this Agreement or any applicable Service Agreement from time to time to conform with changes or advancements in our services, or as required by law or regulation. All such changes will be made according to the procedures outlined in Article IX. Use of Online Banking Service after the effective date of such changes will constitute your consent to the changes.

2.4.

Equipment Requirements.

In order to use the Services, you must first obtain your own Access Device with Internet connection capability and related equipment (the "Hardware"). You also must provide the type of Internet access required by the Hardware and/or Software, which requires a web browser with Java scripting capabilities and 128-bit SSL encryption. Also recommended is an Internet connection speed of 28.8 kbps or higher, Microsoft Internet Explorer® Version 8.0 or higher (for Windows), Mozilla Firefox® Version 3.0 or higher (for Windows) or Apple Safari® Version 1.0 or higher (for Mac OS). Once the Hardware has been properly connected and any required Internet access has been established, you will be able to access the Services' website. You are and will remain solely responsible for the purchase, hookup, installation, loading, operation and maintenance of the Hardware, Software, and the Internet access service to your Access Device, and for all related costs. You are solely responsible for virus protection and maintenance of your Access Device. Bank shall have no responsibility for failures, interruption or other defects in the Services, which are occasioned by incompatible, improperly installed or improperly maintained hardware and software. The Bank may add to, modify, or replace software programs used in conjunction with providing the Services under this Agreement or any applicable Service Agreement at its sole discretion and without notice, provided Services rendered to you are not substantially negatively affected or obligations altered. If you are a business, from time to time the Bank may deem it necessary to hold training or retraining classes for you. You agree that you will require appropriate personnel to participate in such training.

Use of our Mobile Banking Application and Mobile Web require that you have enrolled in our Online Banking Service. You may login to the Mobile Banking Application and Mobile Web using your same Online Banking user name, password and enhanced login security information. For Mobile Banking Application, you must have an Access Device currently supported for use with the Mobile Banking Application downloaded to your Access Device. For Mobile Web you must have an Access Device with a mobile browser.

Article III. Online Access Services.

3.1.

Products and Services Offered.

Customers may use the Online Banking Service to:

  1. Obtain Account balances. Your account balance is generally current as of 8:00 a.m. Central Time (Standard or Daylight) of each Business Day, but may not include current transactions (such as checks cashed at a teller on the Business Day). In addition, your account balance may show funds that have been credited to your account but are not yet available for withdrawal.

  2. Review recent transactions on your Accounts.

  3. Make transfers between Checking (Demand Deposit), Savings, HSA and Money Market accounts you may have with us.

  4. Transfer money to make loan payments.

  5. Transfer money between your consumer Line of Credit accounts and your transactional accounts.

  6. *Make External Transfers between your consumer checking Account(s) and your consumer accounts at other financial institutions as allowed by the other financial institution

  7. *Make External Transfers from your consumer checking Account(s) to account(s) held by another person at the Bank or at another financial institution

  8. Communicate directly with Bank via the Online Banking Service secure message center.

  9. Download account information in various formats.

  10. *Access your Bank Statements, if you have enrolled in eStatements.

  11. View check images.

  12. *Use our Bill Payment Service to make Payments from Account(s) in accordance with terms of the Bill Payment Service End User License Agreement.

  13. Set up and use the Mobile Text Banking service.

  14. Set up to receive periodic and one time email Alerts to the email address you designate.

  15. *Use our Finance Works online banking tool for personal financial management.

  16. Optionally participate in Debit Rewards, which provides access to rewards earned from using your Bank issued debit card.

These activities are limited to the extent noted herein and in the agreements governing your various accounts with us.

*You must execute the applicable Service Agreements to use these services.

3.2.

Additional Services.

3.2.1.

In General.

Mobile Web, Mobile Banking Applications, and additional services may be included in an update to this Agreement or in other separate agreements to notify you of the existence of any new services available through Online Banking Service. Information about Mobile Web, Mobile Banking Applications and new services may be obtained from our website at www.bankwithfidelity.com. By using these services when they become available, you agree to be bound by the terms and conditions contained in this Agreement or separate agreements covering these services.

3.2.2.

Debit Rewards. Debit Rewards is a program that lets you earn rewards by using your Fidelity Bank debit card to purchase merchandise and services. If you decide you wish to participate in the Debit Rewards, you must enroll for the program through Online Banking Service and you acknowledge and agree to the following terms and conditions of service.

  1. Debit Rewards. You will earn rewards for your participation in Debit Rewards program based on total purchases. If you participate in Debit Rewards, we will credit all cash or point rewards earned to your rewards balance and send you a lump sum of all rewards due to you. For any qualifying purchases during the current month, we will distribute the lump sum amount to you during the following calendar month. For example, if the payment date of all rewards end user disbursements were August 30, the applicable Measurement Period would be the calendar month ended July 31. Cash rewards will be deposited in Debit Rewards deposit account, which is associated with the Debit Rewards program.

  2. Debit Rewards Account. You must use the debit card associated with the Debit Rewards account in order to receive the offers, which qualify for the rewards. Rewards will not be earned for any portion of your purchase that you pay for with store credit, gift certificates or other payment types.

    Purchases must be made as indicated in the offers made available under the Debit Rewards program. Each offer will specify whether the purchase can be made online, at a store location, or by telephone to be eligible for rewards. You must also comply with any guidelines included with the offer, such as offer expiration dates, minimum purchase amounts, purchase limits, etc. You must also pay using the debit card associated with the account that received the Debit Rewards in order for the purchase to qualify.

    While we and the merchants work hard to properly track and credit all eligible purchases, there may be times that we are unable to do so because of problems with your Internet browser, the merchant's web site or our system. Please contact Customers Service at the phone number in section 10.6 if you believe you have made a qualifying purchase for which you did not receive Rewards.

    Please note that you will not earn rewards as part of this program if you use a debit card not issued by us or do not have the designated deposit account opened with us at the time of disbursement.

  3. Disclaimer of Warranties. You understand and agree that we make no warranties and have no liability as to:

    • any offers, commitments, promotions, money back, or other incentives offered by any of the merchants in the Debit Rewards program.

    • the rewards information that we provide to you, which is provided "as is" and "as available."

    • (i) your inability to comply with offer guidelines, (ii) the accuracy, timeliness, loss or corruption, or mis-delivery, of any qualifying purchase information or any other information, (iii) unauthorized access to your account(s) or to your account information and any misappropriation, or alteration, of your account information or data, to the extent that the unauthorized access results from your acts or omissions, or (iv) your inability to access your account(s) including, but not limited to, failure of electronic or mechanical equipment, interconnect problems with telephone providers or internet service providers, acts of God, strikes, or other labor problems.

    • Some states do not allow limitations on how long an implied warranty lasts, so that the above limitations may not apply to you, and that you may also have other rights, which vary from state to state.

3.2.3.

FinanceWorks

You acknowledge and agree that you must read and accept the FinanceWorks End User License Agreement prior to utilizing the service. The Finance End User License Agreement is hereby incorporated by reference and made a part of this Agreement. You also acknowledge and agree that FinanceWorks is provided by a Vendor and the User License Agreement is between you and the Vendor. Additionally, while FinanceWorks allows you to upload your financial accounts from other financial institutions, the advertisement of FDIC insurance on Fidelity's website and online banking apply only to Fidelity's accounts. You agree that the Bank is not responsible for and has no liability to you for any fees or overdrafts that result from transactions or informational activities performed as a result of your use of FinanceWorks. You are solely responsible for the management of your financial accounts and any charges associated with your accounts at the Bank or other financial institutions.

3.2.4.

Additional Consumer Services.

From time to time Bank may offer additional services to its Consumer Customers ("Additional Consumer Services"), including, without limitation (a) bank to bank transfers, (b) person to person payments, (c) FinanceWorks, account aggregation/budget tracking services, and/or (d) debit card purchase rewards programs. You acknowledge and agree that additional and/or separate terms and conditions may apply to such Additional Consumer Services and that prior to utilizing any Additional Consumer Services, you must read and agree to such terms and conditions, which are hereby incorporated by reference and made a part of this Agreement.

3.3.

Restrictions; Limits.

In most cases you may use Online Banking Service to gain access to deposit accounts in which you have an unrestricted right to withdraw funds. However, the Bank, as it may determine at any time and from time to time in its sole discretion, may deny Online Banking Service account access, restrict Online Banking Service account transactions, or place limits on the specific dollar amount of funds that may be withdrawn or transferred from any account. You acknowledge and agree that you must log on to Online Banking Service and the Bill Payment Service at least once every ninety (90) days in order for your Online Banking Service and Bill Payment accounts to remain active.

3.4.

Vendor.

You acknowledge and agree that the Service is provided by an independent third party service provider ("Vendor") as selected by Bank, and that both the Vendor and the Service are subject to change from time to time without notice to you. You further acknowledge, agree, and stipulate that the Vendor is an independent contractor providing software and data transmission services and is not the agent of you or Bank. Neither the Bank nor the Vendor is responsible for the actions or omissions of the other.

3.5.

Consumer Disclosure Provisions.

THE FOLLOWING PROVISIONS OF THIS SECTION 3.5 APPLY ONLY TO SERVICE AND ACCOUNTS ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.

3.5.1.

Unauthorized Transactions.

To the extent a transaction is an "electronic fund transfer" under Federal Reserve Board Regulation E, tell us AT ONCE if you believe your Password has been lost or stolen, or if you believe that an Online Banking Service transaction has been made without your permission using information from your check. Telephoning is the best way of keeping your possible losses down. Call us at (800) 220-2497. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within two (2) Business Days after you learn of the loss, theft, or unauthorized transaction, you can lose no more than $50.00 if someone used your Access Code or made a transaction without your authorization.

If you do NOT tell us within two (2) Business Days after you learn of the loss, theft, or unauthorized transaction, and we can prove we could have stopped someone from using your Access Code or the Service without your authorization if you had told us, you could lose as much as $500.00. Also, if your statement shows a transaction that you did not make or authorize, tell us at once. If you do not tell us within sixty (60) days after the statement was mailed, electronically transmitted, or otherwise made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time.

If a good reason (such as a long trip or hospital stay) kept you from telling us, we may extend the time periods as may be reasonable under the circumstances.

3.5.2.

Bank's Failure to Complete Transactions.

To the extent that a Service transaction is an "electronic funds transfer" under Federal Reserve Board Regulation E that relates to an Account established primarily for personal, family, or household purposes, if we do not properly complete a transfer to or from your Account on time or in the correct amount according to the terms of this Agreement, we will be liable for your losses or damages. However, we will not be liable (and any payment guarantee provided elsewhere in this Agreement will not be applicable) if any of the following occurs:

  1. Through no fault of ours, you do not have sufficient collected funds in the Account to complete the transaction;

  2. The transaction would exceed the credit limit on any overdraft line of credit linked to the Account;

  3. Your Access Device, Internet service provider, telephone line, modem, or other equipment is not operating properly;

  4. The Service is not working properly and you were aware of the malfunction when you initiated the transaction;

  5. You do not properly follow the instructional materials provided in connection with Online Banking Service;

  6. You do not authorize a Payment within a sufficient period of time for your Payment to be received by the payee by the due date;

  7. You have not provided us with the correct Payee name, address, account information, Payment amount, or other instructions necessary to complete the Payment, or the foregoing instructions stored on your Access Device's hard drive or the host system have been lost;

  8. A Payee mishandles or delays the handling of Payments sent by us;

  9. Your funds are held or frozen, or a court order or other legal process prevents us from making a transaction;

  10. Your Access Code has been reported lost or stolen;

  11. We have reason to believe that a transaction has not been properly authorized or authenticated, or is fraudulent, erroneous, or illegal;

  12. You have exceeded the limitations on frequency of transactions or dollar amount of transactions applicable to the Service or the Account;

  13. Your telephone service has been disconnected or there are deficiencies in the quality of your telephone line;

  14. Circumstances beyond our control (such as telecommunication or electrical outages and malfunctions, postal strikes or delays, computer system failures, or natural disasters) prevent the transaction;

  15. Making a transfer would cause us to violate any law, rule, or regulation to which we are subject; or

  16. Any failure on our part was not intentional and resulted from a bona fide error notwithstanding procedures to avoid such error, except for actual damages (which do not include indirect, incidental, special, or consequential damages).

There may be other exceptions to liability stated in this Agreement, or in other agreements we have with you, or otherwise provided by applicable law.

3.5.3.

Error Resolution.

In case of errors or questions about your electronic transfers, telephone us, write us, or E-mail us at the number or location provided in Section 10.6 as soon as you can if you think that your statement is wrong or you need more information about a transaction listed on your statement or appearing on the account activity screen of your Access Device, we must hear from you no later than sixty (60) days after we sent the FIRST statement on which the problem or error appeared or you received notification of the problem or error on your Access Device. You must:

  1. Tell us your name and the Account number.

  2. Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

  3. Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) Business Days. We will determine whether an error occurred within ten (10) Business Days (twenty (20) Business Days for transactions that have occurred within 30 days after the first deposit to the account) after we hear from you and will correct any error promptly. If we require more time, however, we may take up to forty-five (45) days (ninety (90) days for point-of-sale transactions, transactions initiated outside the United States, or transactions that have occurred within 30 days after the first deposit to the account) to investigate your complaint or question. If this additional time is necessary, and your written notification has been received by us, we will credit your account within ten (10) Business Days (twenty (20) Business Days for transactions that have occurred within 30 days after the first deposit to the account) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) Business Days (twenty (20) Business Days for transactions that have occurred within 30 days after the first deposit to the account), we will not credit your account and we will still have up to forty-five (45) days (ninety (90) days for point-of-sale transactions, transactions initiated outside the United States, or transactions that have occurred within 30 days after the first deposit to the account) for our investigation.

We will tell you the results within three (3) Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

Article IV. Additional Information about the Services.

4.1.

Account Access.

Transfers and Payments from your Account will be deducted on the date you instruct us to process them. If the date you schedule a Transfer or Payment falls on a weekend or holiday, we will process your transaction the next Transfer Day. We may refuse to act on your Transfer instructions or Payment request if sufficient funds, including funds available under any overdraft protection plan, are not available in your Account on the date you want us to make the Transfer or Payment.

4.2.

Processing Fund Transfers.

If you schedule a Transfer for a future date, we will process the transaction before close of business on that date, if that day is a Transfer Day.

You are fully obligated to us to provide sufficient funds for any payments or transfers you make or authorize to be made. If we complete a payment or transfer that you make or authorize and we subsequently learn that you have insufficient funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other deposit account(s) you have with us to the extent permissible by the applicable law and the terms of any other relevant agreements.

If there are insufficient funds in your Account to make a Transfer or Payment, we may refuse to make the Transfer or Payment or we may make the Transfer or Payment and overdraw your Account. In either event, you are responsible for charges that may apply as outlined in the Fee Schedule.

4.3.

Canceling Transfers or Payments.

You may cancel a pending Transfer or Bill Payment transaction. However, to do so, we must receive your instruction to (i) cancel a pending Transfer at least one business day prior to the Transfer Day and (ii) to cancel a pending Bill Payment transaction, instructions must be received in accordance with the Bill Payment Service guidelines. If we don't receive your instruction to cancel a transaction before the stated cancelation deadline, we may process the transaction.

4.4.

Transfer(s) from Savings/Money Market Deposit Accounts.

Federal regulations require us to limit, either by contract or in practice, the number of certain types of transfers from savings and money market deposit accounts. You are limited to six (6) preauthorized electronic fund transfers per statement cycle. Each fund transfer through these Services from your savings or money market deposit account is counted as one of the six (6) transfers permitted each statement cycle. However, payments to your loan accounts with us are not counted toward this transfer limit for savings/money market deposit accounts.

4.5.

Transfer(s) to and from Health Care Savings Accounts (HSA)

You may use this Service to make transfers to and from your HSA. You are responsible for ensuring transfer(s) to and from your Heath Saving Accounts comply with the Health Savings Custodial Agreement, the HSA disclosure statements you received upon establishing your HSA, any amendments provided by Bank, and applicable laws. You acknowledge and agree that transfers to your HSA are contributions and transfers from your HSA are distributions. It is your responsibility to determine whether contributions to your HSA exceed the maximum annual contribution limits and the Bank will not determine whether the distribution is for the payment or reimbursement of qualified medical expenses. By using the Service to transfer funds to or from your HSA, you are acknowledging that you have been advised to consult tax or legal professionals and that you are responsible for any consequences resulting from the transfer including taxes and penalties owned. In addition to other indemnification provisions elsewhere in this Agreement, you hereby indemnify and hold the Bank harmless from any losses and expenses incurred by Bank arising out of your use of this Service to make transfers to and/or from your HSA.

4.6.

E-Mails.

The Bank will not immediately receive e-mail that you send. Therefore, you should not rely on e-mail if you need to communicate to the Bank immediately. For example, if you need to stop payment on a check, to report a lost or stolen card, or to report an unauthorized transaction from one of your accounts, you should contact the Bank immediately by calling the Customer Service Center (see Section 10.6). The Bank will not take actions based on your e-mail requests until the Bank actually receives your message and has a reasonable opportunity to act.

4.7.

Overdrafts: Order of Payments, Transfers, and Other Withdrawals.

If funds are withdrawn from any of your accounts by means of electronic funds transfers, other than through Online Banking Service on the same business day as an Online Banking Service transaction, and if the account contains insufficient funds to enable both the electronic funds transfer and the Online Banking Service transfer to be made, then the electronic funds transfer will have priority and the Online Banking Service transfer will be refused; or, at the Bank's sole discretion, the Online Banking Service transfer may be processed resulting in an overdraft on your account.

Article V. Limitations.

Your use of these Services is subject to the following limitations:

5.1.

Dollar Amount.

There may be a limit on the dollar amount of the transactions you can make using these Services. Security reasons limit the dollar amount of transactions and these limits are subject to change from time to time. Payment can only be made with U.S. currency.

5.2.

Frequency.

In addition to the Federal banking regulations that restrict the number of transfers and withdrawals, there may be limits on the number of transactions you can make using these Services. These limits are for security reasons and are subject to change.

5.3.

Foreign Transactions.

No Payments may be made to Payees outside the United States.

5.4.

Additional Limitations.

Additional limitations may be contained in this Agreement or the applicable Service Agreement. Your ability to initiate transactions may also be limited by the terms of other agreements you have with the Bank or by applicable law.

Article VI. Parties' Responsibilities.

6.1.

Your Responsibility.

6.1.1.

Physical and Electronic Security.

  1. You are solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control. We are not responsible for any computer viruses (including, without limitation, programs commonly referred to as "malware," "keystroke loggers," and/or "spyware"), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an online system. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and Bank is not responsible for any damage to your computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems. Bank is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems.

  2. You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against e-mail fraud and other Internet frauds and schemes (including, without limitation, fraud commonly referred to as "phishing" or "pharming"). If you are a business, you agree to educate your representative(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. You acknowledge that Bank will never contact you by e-mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information. In the event you receive an e-mail or other electronic communication that you believe, or have reason to believe, is fraudulent, you agree that you shall not respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail. To the extent allowed by law, you agree that Bank is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or Internet fraud.

  3. In the event of a breach of the Security Procedure, you agree to assist Bank in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing Bank or Bank's agent access to your hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. You further agree to provide to Bank any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party. Your failure to assist Bank shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by Bank.

6.1.2.

Reporting Unauthorized Transactions.

You should notify us immediately if you believe your User Name or Password have been lost or stolen, that someone has gained access to the Security Procedure, or that someone has transferred or may transfer money from your Account without your permission or if you suspect any fraudulent activity on your Account. To notify us, call us at the number provided in Section 10.6 during a Business Day. If you are a consumer, you should refer to Section 3.5.1 for additional information regarding unauthorized transactions.

6.1.3.

Duty to Inspect.

You shall inspect all transaction history, reports, journals, and other material evidencing the output of the Service(s) performed by Bank. You must report all errors to the Bank for Services performed and indicated in the transaction history, reports, journals, and other material evidencing the output of the Service(s) or otherwise reported to you daily by the close of business on the banking day following the day on which the Service(s) is rendered. You must report all other errors within a reasonable time. If your service and accounts are established primarily for personal, family, or household purposes, the time period for reporting is not to exceed (60) days from the date that the that we provide the statement that contains the error. If you are a business, the time period for reporting is not to exceed thirty (30) days from the date that the error is made. Your failure to promptly report errors within such specified time shall preclude you from asserting against the Bank any claims arising from the error or any loss caused by the error.

6.1.4.

Financial Information.

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

6.1.5.

Deadlines.

You shall deliver or transmit all data or information to Bank by the deadline(s) specified in this Agreement. Bank shall have no obligation to process data or perform the Service if the data is not received by the Bank by the specified deadline.

6.1.6.

Payment for Services.

  1. You agree to pay Bank the fees established by Bank for rendering the Services under the terms of this Agreement or any applicable Service Agreement. Depending on which Online Banking services you subscribe to, you may be charged the applicable Online Banking Service fees as set forth in our Fee Schedule hereby incorporated by reference and made a part hereof. Once you have subscribed, you will be charged the applicable Fee(s).

  2. The Bank may change or add any fees for Online Banking Service by the procedures outlined in Article IX for amending this Agreement. Fees charged for Online Banking services under this Agreement are in addition to any service charges or fees that apply to your accounts with us.

  3. You authorize the Bank to deduct all applicable Monthly Fees from any Account enrolled in the Service. If you close the Account(s) associated with the Service, fees may be deducted from any other account you maintain with us or any of our affiliates. Furthermore, Bank may setoff against any amount it owes to you in order to obtain payment of your obligations under this Agreement or any applicable Service Agreement.

  4. In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Service, this Agreement, and/or the software or equipment made available to you (excluding any income tax payable by Bank). You are also responsible for the costs or fees you may incur from third party telecommunication providers used by you in conjunction with the Service.

6.1.7.

Additional Provisions for Business Customers.

THE FOLLOWING PROVISIONS OF THIS SECTION APPLY ONLY TO SERVICE AND ACCOUNTS ESTABLISHED PRIMARILY FOR BUSINESS PURPOSES.

  1. Remotely Created Checks.

    If you use a Service wherein you create or deposit a Remotely Created Check, as that term is defined in Federal Reserve Board Regulation CC, you warrant to Bank that the person on whose account the Remotely Created Check is drawn authorized the issuance of the check in the amount stated on the check and to the payee stated on the check.

  2. Use of Services.

    You will use the Services only for your own internal business use in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, you agree not to make the Services available or allow use of the Services in a computer bureau service business, timesharing, or otherwise disclose or allow use of the Service by or for the benefit of any third party. FURTHER, YOU REPRESENT AND WARRANT THAT NONE OF THE ACCOUNTS HAVE BEEN ESTABLISHED OR ARE BEING OR WILL BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND THAT YOU ARE NOT A "CONSUMER" UNDER REGULATION E ELECTRONIC FUNDS TRANSFER ACT (HEREIN, "REG. E").

  3. Prohibited Transactions.

    You agree not to use or attempt to use the Services (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, (b) to breach any contract or agreement by which you are bound, or (c) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, (d) to 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, or (e) to engage in any transaction or activity that is not specifically authorized and permitted by this Agreement. You acknowledge and agree that Bank has no obligation to monitor your use of the Services for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that Bank reserves the right to decline to execute any transaction or activity that Bank believes violates the terms of this Agreement.

  4. Transfers and Payments

    You agree that for all Transfers and Payments initiated by you that are processed by Bank via the ACH, you are the Originator, as that term is defined by the National Automated Clearing House Association Operating Rules and Guidelines ("Rules").. You agree to be bound by the Rules and you authorize Bank to originate Electronic entries ("Entries") on your behalf. You also agree that you will not originate Entries that violate the laws of the United States. You acknowledge and agree that Bank will determine the types of Entries that may be originated in its sole discretion. You hereby grant Bank the right to audit your compliance with this Agreement and the Rules.

6.2.

The Bank's Responsibilities.

Bank agrees to use ordinary care in rendering Services under this Agreement and any applicable Service Agreement. You recognize and agree that ordinary care does not mean error free. You agree to pay all attorneys' fees, costs and expenses Bank may incur in collecting any sums you owe to Bank for overdrafts, service charges or otherwise or in enforcing any rights Bank may have under the terms of this Agreement and any applicable Service Agreement or applicable law, rule or regulation applicable to your account(s) or the Services rendered by Bank under this Agreement and any applicable Service Agreement. You also agree to pay all attorneys' fees, costs and expenses that Bank may incur as the result of defending any claim or action made against Bank by you, or on your behalf where Bank is found not to be liable for such claim. In no event shall Bank be liable to you for attorneys' fees incurred by you in any action brought by you against Bank.

Our sole responsibility for an error in a transfer will be to correct the error. Without limiting the generality of the forgoing, we will not be responsible for the following matters, or for errors or failures of our Services as result of:

6.2.1.

Access.

We will not be liable under this Agreement or any applicable Service Agreement for failure to provide access or for interruptions in access to our Services due to a system failure or due to other unforeseen acts or circumstances.

6.2.2.

Your Access Device & Your Software.

We will not be responsible for any errors or failures from any malfunction of your Access Device or any computer virus or other problems related to your computer equipment used with our Services.

We are not responsible for any error, damages or other loss you may suffer due to malfunction or misapplication of any system you use, including your browser (Mozilla Firefox®, Microsoft Internet Explorer®, or otherwise), your Internet service provider, your personal financial management or other software (such as Quicken® or Microsoft Money®), or any equipment you may use (including your telecommunications facilities, computer hardware and modem) to access or communicate with the Online Banking Services.

6.2.3.

Any Transaction or instruction.

We will not honor a request for a Transfer if:

(a) It exceeds your collected and available funds on deposit with the Bank; (b) it is not in accordance with any condition indicated by you and agreed to by the Bank; (c) the Bank has reason to believe it may not be authorized by you; (d) it involves funds subject to hold, dispute, or legal process preventing their withdrawal; (e) it would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (f) it is not in accordance with any other requirement stated in this Agreement or any Bank policy, procedure or practice; or, (g) it is for the protection of the Bank or you, the Bank has reasonable cause not to honor.

Article VII. Privacy and Confidentiality.

7.1.

Personal Accounts and Services.

The importance of maintaining the confidentiality and privacy of the information provided by you is one of our highest priorities. We may disclose information about your Accounts or the Transfers you make: (a) where it is necessary for completing the transfers or processing or maintaining your Accounts; (b) in order to verify the existence or condition of your Accounts for a third party such as a credit bureau or merchant; (c) in order to comply with legal process, government agency or court orders; (d) to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements; or (e) otherwise as permitted by law. An explanation of our privacy policy will be provided to you separately in the manner required by applicable law. Please review it carefully. Our privacy policy may change from time to time and is always available on our website and at our banking locations.

7.2.

Business Accounts and Services.

All information of a business nature relating to the assets, liabilities or other business affairs disclosed to the Bank by you and your customers in connection with this Agreement and any applicable Service Agreement is confidential. Bank shall not, without the express written consent of you, disclose or permit access to any such information by any person, firm or corporation and Bank shall cause its officers, employees, and agents to take such action as shall be necessary or advisable, to preserve and protect the confidentiality of disclosing such information to persons required to have access thereto for the performance of this Agreement and any applicable Service Agreement, or to any other party to which the Bank may be required by law to report such information. You agree to hold confidential and to use only in connection with the Service provided under this Agreement and any applicable Service Agreement all information furnished to you by Bank or by third parties from whom Bank has secured the right to use the Service, including, but not limited to, Bank's product and service pricing structure, system design, programming techniques or other unique techniques. In addition, should you at any time receive or acquire any information relating to another customer of the Bank, you shall promptly return such information to Bank and not reveal such information to any other party and shall not make use of such information for your own benefit. Bank and your obligations and agreements under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, or is or becomes generally available to the public other than by breach of this Agreement, or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party. Notwithstanding anything to the contrary contained herein, it is authorized and agreed by the parties hereto that the performance of said Service is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Board of Directors of the Federal Deposit Insurance Corporation, and/or a State regulatory agency and you agree to the release of your reports, information, assurances, or other data as may be required by them under applicable laws and regulations. You agree that any specifications or programs developed by the Bank in connection with this Agreement and any applicable Service Agreement or supplied or made available to you by Bank are the exclusive property of Bank, its agents, suppliers, or contractors, and further agrees that such material shall not be copied or used in any manner or for any purpose without the express written consent of Bank. This clause shall survive the termination of this Agreement.

Article VIII. Termination.

8.1.

Termination Upon Written Notice.

Either you or the Bank may terminate this Agreement, any applicable Service Agreement, and your Online Banking Service subscription at any time upon giving at least three (3) days prior written notice of the termination to the other party. If you terminate Online Banking Service, you authorize the Bank to continue making transfers you have previously authorized and continue to charge monthly fees until such time as the Bank has had a reasonable opportunity to act upon your termination notice. Once the Bank has acted upon your termination notice, the Bank will make no further transfers from your accounts, including any transfers you have previously authorized. If the Bank terminates your use of Online Banking Service, the Bank reserves the right to make no further transfers from your accounts, including any transactions you have previously authorized.

8.2.

Immediate Termination.

Notwithstanding Section 8.1, Bank may immediately terminate this Agreement and/or any applicable Service Agreement without notice if, (a) you or we close your Account(s), or (b) in Bank's sole discretion, Bank determines that you have abused the Online Banking Service or Bank believes that it will suffer a loss or other damage if the Agreement and/or applicable Service Agreement is not terminated.

8.3.

Rights Cumulative.

Bank's election to terminate this Agreement and/or any applicable Service Agreement is in addition to any and all other remedies that may be available to Bank and will not affect any obligations you may have to Bank. Any reinstatement of the Service under this Agreement and/or any applicable Service Agreement will be at Bank's sole discretion.

8.4.

Rights/Duties Upon Termination.

Upon termination of this Agreement and/or any applicable Service Agreement, any property or rights of a party in the possession of the other party, tangible or intangible, shall be returned to owner thereof within fifteen (15) days after the later to occur of (i) termination of the Agreement and/or any applicable Service Agreement or (ii) the last date that such party receives any such property or rights.

Upon termination of this Agreement and/or any applicable Service Agreement, (i) you will promptly pay to Bank all sums due or to become due under this Agreement and/or applicable Service Agreement, and (ii) you shall have no further right to make use of the Service or any system or software which may have been provided in connection with the Service.

Article IX. Changes in Terms and other Amendments.

9.1.

Personal Accounts and Services.

Where the Electronic Funds Transfer Act ("EFTA") and REG E apply, the Bank may amend this Agreement at any time by sending notice to you by mail or, to the extent permitted by law, by e-mail or electronic communication through Online Banking Service, at least 21 days before the effective date of the amendment. Where the EFTA and REG E apply, notice is always required if the change would result in:

  1. Increased fees for you;
  2. Increased liability for you;
  3. Fewer types of available electronic fund transfers; or
  4. Stricter limitations on the frequency of dollar amount of transfers.

If the EFTA and REG E apply, we are not required to give notice if an immediate change in terms or conditions is necessary to maintain or restore the security of an account or an electronic fund transfer system. However, if such a change is permanent, and disclosure would not jeopardize security, we will notify you in writing on or with the next regularly scheduled periodic statement or within 30 days of making the change permanent.

If the EFTA and REG E do not apply to a particular transaction, and other state or federal laws do not specify any notice or other requirements for an amendment, we will decide what kind of notice (if any) we will give you and the method of providing any such notice.

Your continued use of Online Banking Service is your agreement to any amendments of the Agreement, including the Instructions as may be amended from time to time.

9.2.

Business Accounts and Services.

The Bank may amend the terms of this Agreement and any applicable Service Agreement alter, change, or modify the Services provided under the terms of this Agreement and any applicable Service Agreement (including the fees and charges for Services listed) or any supplemental agreement at any time in its sole discretion by giving written notice to you. If required by agreement or by applicable law, notice will be given for the required applicable number of days in advance of such amendments by mailing a copy of the amendment to you at your most recent address shown on our records or, if you have previously agreed, by providing notice delivered to the last email address you have provided us. Your continued use of the Services shall constitute your agreement to such amendment. No amendments requested by you shall be effective unless received in writing by Bank and agreed to by the Bank in writing.

Article X. Other Provisions.

10.1.

Electronic Notices.

We may deliver to you any required disclosures and other notices concerning these Services or your Accounts by e mail or other appropriate electronic means in accordance with the E-SIGN Authorization and Disclosure. You agree to keep your e-mail address with the Service current. You may update your e-mail address with us by contacting Customer Service at the number provided in Section 10.6.

You may use e mail to contact us about inquiries, maintenance and/or some problem resolution issues. E mail may not be a secure method of communication. Thus we recommend you do not send confidential personal or financial information by e mail. There may be times when you need to speak with someone immediately (especially to report a lost or stolen Password, or to stop a payment). In these cases, do not use e mail. Instead, you should call us at the number provided in Section 10.6.

10.2.

Hours of Operation.

Our Customer Services representatives are available to assist you by calling the number provided in Section 10.6. The Customer Center hours of operation are posted on our website www.bankwithfidelity.com.

10.3.

Ownership of Website.

The content, information and offers on our website are copyrighted by Bank and/or Vendor and the unauthorized use, reproduction, linking or distribution of any portions is strictly prohibited. You agree not to copy, display, distribute, download, license, sub-license, modify, publish, repost, reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or commercial purposes, the information and materials on the Sites, except as provided in this Agreement, without our express written permission. Unless otherwise noted, all other trademarks, service marks, and logos used on the Bank's sites are the trademarks, service marks or logos of Bank, or others as indicated.

10.4.

Web-linking Practices.

Bank may provide access to information, products or services offered on other third party web sites. The Bank is not responsible for, nor does it control, the content, products, or services provided by linked sites. The Bank does not endorse or guarantee the products, information or recommendations provided by linked sites, and is not liable for any failure of products or services advertised on those sites. In addition, each third party site may provide less security than the Bank and have a privacy policy different than that of the Bank. Your access, use and reliance upon such content, products or services are at your own risk.

10.5.

Geographic Restrictions.

The Services described in this Agreement and any application for credit, deposit services, and brokerage services available at our web site are solely offered to citizens and residents of the United States of America residing within the United States of America. Citizens and residents may not be able to access these Services outside the United States of America.

10.6.

Contact Information.

In case of questions about your electronic transactions contact customer service at:

Fidelity Bank
Attn: Customer Service Center
P.O. Box 5990
Metairie, LA 70009
Phone: (800) 220-2497
Email: customerservicecenter@bankwithfidelity.com

10.7.

Rules Governing Deposit Accounts.

You acknowledge and agree that your demand deposit account maintained with Bank is an integral part of the Services offered by Bank and that all transactions and Services initiated or processed pursuant to this Agreement are subject to the terms and conditions of the rules, regulations and agreements governing deposit accounts ("Rules Governing Deposit Accounts") in effect from time to time between you and Bank. The Rules Governing Deposit Accounts are expressly incorporated herein by reference. The terms and conditions of this Agreement shall control over any inconsistent terms and conditions of the Rules Governing Deposit Accounts. You acknowledge that you have signed and executed all agreements, resolutions, signature cards and forms governing your demand deposit account required by Bank. If you have not signed the foregoing forms required by Bank, by signing this Agreement, you acknowledge that you have read the contents of and agree to be bound by the terms of those forms, agreements and documents, and adopt and ratify, as an authorized signatory(s), the signature(s) of any person(s) who has signed a signature card or any check on your account. You also agree to establish all accounts that must be opened in conjunction with the Service provided by Bank.

10.8.

Effective Dates.

The effective date of this Agreement and any applicable Service Agreement shall be the date upon which the Agreement is executed by you and accepted by Bank.

10.9.

Internet Disclaimer.

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

10.10.

Limitation of Liability.

10.10.1.

YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK'S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.10.2.

TO THE FULLEST EXTENT ALLOWED BY LAW, BANK'S LIABILITY TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE SERVICE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK'S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOUR USE OF THE SERVICE IS NOT PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES, IN NO EVENT WILL BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY BANK DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM.

10.10.3.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN "AS IS" BASIS.

10.10.4.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.

10.10.5.

BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK'S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.10.6.

BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE.

10.11.

Force Majeure.

The Bank shall not be responsible for any liability, loss, or damage resulting from Bank's failure to perform any Service or to perform any other obligations under this Agreement and any applicable Service Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or third parties and their personnel; criminal acts; or generally any cause reasonably beyond the Bank's control.

10.12.

Reimbursement.

Any reimbursement by Bank for any liability hereunder may be made either directly to you or by adjustment of the aggregate ledger and collected balances of your accounts.

10.13.

Indemnification.

In addition to other indemnification and liability provisions elsewhere in this Agreement and any applicable Service Agreement, to the fullest extent allowed by law, if your use of the Service is not primarily for personal, family, or household purposes, and/or if your applicable Account(s) is (are) not established primarily for personal, family or household purposes, you will be liable for, hold harmless, and will indemnify Bank and Vendor, and their respective employees and agents, from and against all claims of any sort by third parties or others arising out of this Agreement and any applicable Service Agreement, including all losses and expenses incurred by Bank arising out of your failure to report required changes, transmission of incorrect data to Bank, or failure to maintain compliance with all laws, regulations and rules. Except for those losses caused directly by Bank's failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys' fees) arising from or related in any way to (i) any Services performed in connection with this Agreement and any applicable Service Agreement, (ii) Bank's action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Bank to be an authorized representative of you or Authorized User, (iii) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Agreement and any applicable Service Agreement, and/or (iv) your breach of applicable laws, rules or regulations.

10.14.

ARBITRATION AND WAIVER OF JURY TRIAL.

YOU AND BANK AGREE THAT THE TRANSACTIONS PROCESSED UNDER THIS AGREEMENT OR ANY SERVICE AGREEMENT INVOLVES "COMMERCE" UNDER THE FEDERAL ARBITRATION ACT ("FAA"). ANY CONTROVERSY OR CLAIM BETWEEN YOU AND BANK, OR BETWEEN YOU AND ANY OF BANK'S OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTITIES, THAT ARISES OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS AGREEMENT OR ANY SERVICE AGREEMENT, WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT (COLLECTIVELY, ANY "CLAIM"), WILL BE SETTLED BY BINDING ARBITRATION UNDER THE FAA. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES ("THE ARBITRATION RULES"). IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) YOU WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) YOU WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) YOU WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE; (D) THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; AND (E) THIS AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY EXIST BETWEEN YOU AND BANK. THIS AGREEMENT TO ARBITRATE DISPUTES WILL SURVIVE THE CLOSING OF YOUR ACCOUNT AND THE TERMINATION OF THIS AGREEMENT OR ANY SERVICE AGREEMENT.

10.15.

Governing Law.

These terms and conditions of this Agreement and any applicable Service Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of law provisions and without regard to your state of residence.

10.16.

Enforcement.

In the event a dispute arises either directly or indirectly under this Agreement, the venue for any and all litigation resulting therefrom shall be in a court of appropriate jurisdiction in the State of Louisiana. The prevailing party in any such action shall be entitled, subject to applicable law, to payment by the other party of its reasonable attorney's fees (which may be or include the allocable cost of in-house counsel) and costs, including fees for any litigation, arbitration, mediation, appeal, or bankruptcy proceedings, and any post-judgment collection actions, if applicable.

10.17.

Miscellaneous Provisions.

10.17.1.

Headings. The headings and captions contained in this Agreement and any applicable Service Agreement are included only for convenience of reference and do not define, limit, explain, or modify this Agreement and any applicable Service Agreement or its interpretation, construction, or meaning.

10.17.2.

Severability. The holding of any provision of this Agreement and any applicable Service Agreement as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Agreement and any applicable Service Agreement, which shall remain in full force and effect.

10.17.3.

Waiver. No waiver by the Bank (whether or not in writing) of any term, condition, or obligation of you under this Agreement and any applicable Service Agreement shall bind the Bank to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver.

10.17.4.

Binding Effect. This Agreement and any applicable Service Agreement shall inure to the benefit of and be binding upon the successors, heirs, trustees, and permitted assigns of the parties hereto.

10.17.5.

Entire Agreement. This Agreement and any applicable Service Agreement constitutes the entire agreement between the parties hereto concerning the subject matter hereof. All contemporaneous agreements or understandings concerning the subject matter hereof, whether oral or written, are merged into this Agreement.

10.17.6.

Transfers and Assignments. You cannot transfer or assign any rights or obligations under this Agreement and any applicable Service Agreement without Bank's written consent. The Bank may assign its rights and delegate its duties under this Agreement and any applicable Service Agreement to a company affiliated with the Bank or to any other party.

10.18.

Authority and Joint Accounts.

THE FOLLOWING PROVISIONS OF THIS SECTION APPLY ONLY TO SERVICE AND ACCOUNTS ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.

You hereby represent and warrant that you have full right, authority and power to execute, deliver and perform this Agreement. If this account is a joint account, you are jointly and severally liable under this Agreement. Each of you acting alone may perform transactions, obtain information, stop or change payments or transfers, terminate this Agreement or otherwise transact business, take actions or perform under this Agreement. We are not required to obtain the consent of, or notify any other of you. However, each of you will only be permitted to access accounts for which you are an owner or authorized user.

Each of you individually releases us from any liability and agrees not to make a claim or bring any action against us for honoring or allowing any actions or transactions where the person performing the action or transaction is one of you or is otherwise authorized to use your Online Banking Service account. Each of you agrees to indemnify us and hold us harmless from any and all liability (including, but not limited to, reasonable attorney's fees) arising from any such claims or actions.

10.19.

Other Provisions for Business Customers.

THE FOLLOWING PROVISIONS OF THIS SECTION APPLY ONLY TO SERVICE AND ACCOUNTS ESTABLISHED PRIMARILY FOR BUSINESS PURPOSES.

10.19.1.

Compliance with Laws, Rules, and Regulations.

You agree to comply with all existing and future instructions used by the Bank for processing of transactions. You further agree to comply with and be bound by all applicable state or federal laws, rules and regulations affecting the use of checks, drafts, fund transfers, and ACH transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission ("FTC"), the Board of Governors of the Federal Reserve, the National Automated Clearing House Association ("NACHA") and any other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound. These laws, procedures, rules, regulations, and definitions shall be incorporated herein by reference.

10.19.2.

Relationship of Parties.

Customer and Bank acknowledge and agree that the relationship between Bank and Customer is that of an independent contractor and that this Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between them.

BY CLICKING ON THE "I AGREE" BUTTON BELOW, I AGREE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT, THAT I ACCEPT THIS AGREEMENT WITHOUT MODIFICATION, AND THAT I WILL BE BOUND BY ALL TERMS AND CONDISTIONS OF THIS AGREEMENT JUST AS IF I SIGNED THE AGREEMENT. I AGREE TO THE TERMS AND CONDITITONS STATED IN THIS AGREEMENT AND SUCH TERMS AND CONDITIONS AS MAY BE AMENDED IN THE FUTURE.

I Agree