Treasury Management Services Terms & Conditions

The following terms and conditions apply to all Treasury Management Services provided by Vantage Bank Texas, including any present Service(s) and any new Service(s) that may be offered by Vantage Bank Texas in the future. The terms “we, “us”, “our,” “Bank,” or “Vantage Bank” refer to Vantage Bank Texas. The terms “you,” “your,” and “Company” refer to the business organization specified in the Treasury Management Services Agreement Acknowledgement and Master Authorization & Related Companies.

1. Definitions. The following terms are frequently used throughout this Agreement and are defined below for your ease of reference. Other terms are defined within the specific sections of this Agreement.
1.1. “Authorized Person” means any signatory on Company’s Account(s), the persons whose names and signatures are set forth on the Master Authorization & Related Companies and Primary Administrator Designation, and shall include the Primary Administrator, Users, or other person who is given access to any designated Service(s).

1.2. “Business Day” means each banking day other than Saturday, Sunday or any federal holiday on which Bank is open for business.

1.3. “Company” means the business organization(s) specified in the TM Documents, and includes its respective officers, directors, employees, agents, affiliates, subsidiaries, successors, and any Authorized Person.

1.4. “Company’s Account(s)” means the deposit account(s) held at Bank in the name of Company.

1.5. “Service(s)” means each of the present Treasury Management Services offered by Vantage Bank Texas, as described herein, and any new Treasury Management Services that may be offered by Vantage Bank Texas in the future.

1.6. “TM Documents” means the Treasury Management Services Agreement, Master Authorization & Related Companies, Service Request(s), Primary Administrator Designation, and Security Requirements Addendum, together with any authorizations, attachments, schedules, addendums, or exhibits thereto, and the then current Treasury Management Fee Schedule, each as may be supplemented or amended from time to time.

1.7. “UCC” shall mean the Uniform Commercial Code, as adopted in the State of Texas under the Texas Business & Commerce Code.

1.8. “VBO” mean Vantage Business Online, the online banking system used for Bank’s commercial customers.

2. Representations & Warranties. Company represents and warrants, as of the date this Agreement was entered into, and at the time any Service is used, that it: (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) has all requisite authority to execute and enter into the Agreement and the TM Documents; (iii) has all requisite authority to engage in the transactions contemplated herein; (iv) understands and agrees that the terms and conditions contained in this Agreement are valid and binding obligations of Company and enforceable in accordance with their terms; (v) will not use the Services for any unlawful purpose; (vi) has obtained any consent or authorization that may be required in connection with the Agreement and the Services; and (vii) will only use the Services for business or commercial purposes, and not for personal, family or household purposes.

3. Services. Bank offers a variety of Treasury Management Services to its commercial customers, each of which is described in this Agreement. Bank shall perform the Services selected by Company in accordance with the Service terms and conditions contained herein and in other TM Documents governing the selected Service(s). While Bank strives to provide all Services to all of its commercial customers, certain Services included in this Agreement may not be available or may not be provided in certain market areas.

4. Acknowledgment. Company’s execution of the Treasury Management Services Agreement Master Authorization & Related Companies, or use of any Service, binds Company to the terms and conditions of this Agreement and the applicable Service terms and conditions, as may be amended from time to time. Company acknowledges that the terms of this Agreement supersede any prior or existing agreements. Company shall complete and provide to Bank information or documentation that may be required as part of the Service Requests and other TM Documents required in connection with the Services. Company’s use or continued use of each of such Services will be conditioned on and subject to such obligations.

5. Fees. Company shall pay Bank when due the fees and charges listed in the Treasury Management Fee Schedule and/or in any other applicable fee schedule, then in effect, or otherwise chargeable to Company in connection with each Service provided. Notwithstanding anything herein to the contrary, Bank reserves the right to change the amount of such fees and charges, or add new fees and charges, from time to time, after providing Company with at least ten (10) days’ written notice prior to the effective date of the change or addition. Additionally, Company shall pay all governmental and third-party fees, charges, or sales, excise or similar taxes arising out of or related to the Services or charged to Bank as a result of providing the Services. Company authorizes and directs Bank to debit Company Account, whether or not such debit creates an overdraft, fees and charges owing from time to time under this Agreement: (a) on a monthly basis on such date as is determined by Bank from time to time, for fees charged on a monthly basis; and/or (b) at other times as necessary to pay for specific transaction fees or other charges. In the event any fees or other charges owed to Bank are not paid, Bank shall have no obligation to execute or perform any Service for Company, or to continue any Service previously provided to Company. Any fees or charges for Services not settled as provided for herein within thirty (30) days of the due date shall bear interest until paid at a rate equal to the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum interest rate allowed by applicable law.

6. Company Account. During the term of this Agreement, Company shall maintain with Bank a minimum of one (1) checking account in Company’s name, with sufficient collected balances to reimburse Bank for all items, orders for payment, and other amounts which Bank pays on Company’s behalf or are chargeable to Company in connection with any Service. Company’s deposit accounts at Bank shall individually be referred to herein as “Company’s Account” and collectively as “Company’s Accounts.” Each Company Account shall continue to be subject to the terms and conditions of all agreements, disclosures, funds availability policies, and fee schedules governing those accounts, as amended from time to time, except to the extent such agreement may be inconsistent with these terms, in which case, the terms of this Agreement shall control. Company acknowledges that it has signed and executed all agreements, resolutions, signature cards, and forms governing Company’s Accounts as required by Bank. If Company has not signed the foregoing forms required by Bank in connection with Company’s Accounts, by signing any of the TM Documents, Company acknowledges that it has read the contents of and agrees to be bound by the terms of the forgoing forms, and adopts and ratifies, as an authorized signatory, the signature(s) of any person(s) who has signed a signature card or any check on Company’s Accounts.

6.1. Linking Related Business Accounts. If the Authorized Person signing the Master Authorization & Related Companies is an authorized signer for more than one business organization, for Company’s convenience and upon Company’s request, Bank will “link” together the accounts of the related business organizations listed in the Master Authorization & Related Companies under one Client Number that will be established by Bank. The Authorized Person requesting that accounts of related businesses organization be linked must be an authorized signatory on any linked account.

7. Authorized Persons. “Authorized Persons” include any signatory on Company’s Accounts, the persons whose names and signatures are set forth on the Master Authorization & Related Companies, the Primary Administrator Designation, and shall include the Primary Administrator and any User who is given access to any designated Service(s). Authorized Persons are authorized to conduct any transaction within the scope of the designated Service(s) on behalf of Company. Any such persons shall continue as an Authorized Persons until such persons’ access and privileges are revoked through VBO by the Primary Administrator. Any changes or revocations of any Authorized Person, not otherwise implemented through VBO by the Primary Administrator, shall not be binding upon Bank until Bank has received written notice and has had a reasonable opportunity to act thereon.

7.1. Designation of Primary Administrator. Company shall appoint and designate, in the Primary Administrator Designation form, a Primary Administrator (the "Primary Administrator") who will be authorized and responsible for maintaining User IDs, and Passwords on Company’s behalf, including assigning and revoking access privileges and transaction limits for persons using the Service(s) (each a "User"). Bank will provide Company’s Primary Administrator with a Client Number, User ID, and Password (and token if applicable). ONCE YOU APPOINT THE PRIMARY ADMINISTRATOR, THE PRIMARY ADMINISTRATOR WILL HAVE COMPLETE RIGHTS TO EVERY DESIGNATED ACCOUNT AND SERVICE IN THIS AGREEMENT AND MAY DELEGATE SUCH RIGHTS TO ANY USER. The Primary Administrator can assign full administration rights to any User, which includes the ability to control security levels such as Service access and Service transaction limits, including without limitation the ability to assign dollar amount limits to transfers of funds. Company also agrees that the Primary Administrator (or any User with administration rights) shall also have the authority on behalf of Company to electronically accept and approve any and all agreements and amendments to agreements, by and between Company and Bank, including but not limited to this Agreement and any Service Requests. Company’s designation of the Primary Administrator may be amended or revoked upon written notice to Bank. Any changes or revocations of the Primary Administrator shall not be binding upon Bank until Bank has received written notice and has had a reasonable opportunity to act thereon.

7.2. Reliance on Administrator Designation. Company agrees that Bank shall rely on the most recent Administrator Designation and shall have no liability for unauthorized actions taken or transactions performed by Authorized Persons, the Primary Administrator, or any User.

7.3. Dual Approval. Bank strongly recommends Company utilize dual approval procedures with regards certain Services performed hereunder using VBO, including: (i) funds transfers submitted via Wire Transfer or ACH, (ii) Positive Pay decisions, and (iii) Bill Payment transactions. Company understand that dual approval procedures are helpful tools, but neither it, nor any other security tool, can guaranty security, including for example, if two sets of User IDs and Access Codes are compromised, or if a User is created with the authority to initiate and approve.

7.3.1. Dual Approval. Primary Administrator designates at least one (1) User to have approval authority to review and approve: (i) funds transfers submitted via Wire Transfer or ACH, (ii) Positive Pay decisions, and (iii) Bill Payment transactions, using VBO by another User.

7.3.2. Opt-out Election. To the extent Company desires to opt-out of such dual control security feature, Company in doing so, understands and agrees to be bound by and fully responsible for any and all transactions and activity conducted, by any single Authorized Person, or any User, whether authorized or unauthorized, in relation to such Services, on Company’s Accounts through the use of the Services, and hereby releases and agrees to hold Bank harmless from and against any claim, loss, damages, or costs, including attorneys’ fees, arising out of or resulting from any such transactions and activity

7.3.3. Bank does not provide, monitor or enforce dual approval on any manual Wire Transfers or any Service other than (i) funds transfers submitted via Wire Transfer or ACH, (ii) Positive Pay decisions, and (iii) Bill Payment transactions, and Company agrees to be bound by and fully responsible for any transactions and activity conducted by any single Authorized Person, or any User, whether authorized or unauthorized, in relation to such Services.

8. Financial Information. Bank may from time to time request information from Company in order to evaluate the provision, addition, or continuation of a Service or to adjust any limits set by this Agreement or the Service Requests. Company agrees to promptly provide any requested financial information to Bank, in the form that may be required by Bank. Company authorizes Bank to validate any information provided by Company in connection with this Agreement and the Services.

8.1. Treasury Management Services Guaranty. Company and/or one or more of its owners shall execute Bank’s "Treasury Management Services Guaranty" upon Bank’s request in the event that Bank, in its sole discretion, requires Company and/or one or more of its owners to execute such guaranty to either: (i) receive initial approval for Bank’s provision of specific Service(s) to Company ; or (ii) continue receiving specific Service(s) from Bank if there is an occurrence of a material change in Company’s credit and/or risk analysis criteria and Bank determines, in its sole discretion, that such guaranty is necessary to satisfy Bank’s credit and risk management criteria. If Bank requires Company to execute a "Treasury Management Services Guaranty" and Company refuses, Bank may, in its sole discretion, either refuse to enter into this Agreement and/or refuse to provide specific Service(s) to Company, or terminate the Service(s) and/or this Agreement according to the terms hereof.

9. Audits. Upon request by Bank, Company hereby authorizes Bank to enter Company’s business premises for the purpose of conducting an on-site inspection to audit Company’s compliance with the terms of this Agreement, applicable laws and regulations, and the National Automated Clearing House Association ("NACHA") Operating Rules and Guidelines ("NACHA Rules"). Company hereby acknowledges and agrees that Bank shall have the right to require specific internal controls at Company’s location(s) and Company shall comply with any such mandate. In addition, Company hereby agrees to allow Bank to review available reports of independent audits performed at Company’s location(s) related to information technology, the Service(s) and any associated operational processes. Company agrees that if requested by Bank, Company will complete certifications of compliance and/or self-assessments of Company’s operations, management, staff, systems, internal controls, training and risk management practices that would otherwise be reviewed by Bank in an audit of Company. If Company refuses to provide the requested financial information, or if Bank concludes, in its sole discretion, that the risk of Company is unacceptable, if Company violates this Agreement, the Service terms and conditions or the NACHA Rules, or if Company refuses to give Bank access to Company’s premises, Bank may immediately terminate the Service(s) and/or this Agreement according to the terms hereof.

10. Security Procedures. Bank and Company may implement one or more security procedures ("Security Procedures") that will be used by Bank and Company in connection with the Service(s). Security Procedures offered by Bank are described in these general terms, and in the specific terms of each Service, as amended from time to time by Bank. As part of the Security Procedures, Bank may employ various authentication technologies, including but not limited to security codes, user IDs, passwords and other additional authentication information, tokens, personal identification numbers (“PINs”), alerts, certificates, layered security, dual administration, and out-of-band authentication procedures. Company is responsible for protecting, securing, and safeguarding the Security Procedures, keeping them strictly confidential, and only providing or making them available to its Authorized Persons. If Company has reason to believe that any Security Procedure has or may have become known by unauthorized persons (whether or not employed by Company), Company shall notify Bank immediately. Bank will replace the Security Procedures in accordance with Bank’s security requirements related to the applicable Service(s). Company will be solely liable for all transactions, including funds transfer instructions and other communications, initiated before Bank has received such notification and has had a reasonable opportunity to act on such notification. Bank reserves the right to modify, amend, supplement, or cancel any or all of the Security Procedures offered and/or used at any time by giving oral or written notice to Company. Company agrees that its use of the related Service(s) after Bank provides notice of such changes constitutes Company’s acceptance of the new Security Procedures. Company acknowledges that the purpose of Security Procedures is to authenticate the identity of the person attempting to gain access to the Service, not to detect errors in any transmission or content. Company agrees to be bound by any wire transfer or payment order or transaction instruction Bank receives, whether authorized or unauthorized, if it is processed by Bank in accordance with Bank’s Security Procedures or is otherwise initiated by or for the benefit of Company.

10.1. Commercially Reasonable. Company represents that it has carefully considered the circumstances of its use of the Services and the transactions and activity that it will conduct using the Services. Company acknowledges and agrees that the Security Procedures set forth in this Agreement and in the Security Requirements Addendum are commercially reasonable procedures under applicable law, considering the size, type, and frequency of payment orders and/or transactions Company normally issues and intends to issue to Bank. Company agrees the Security Procedures provide an appropriate level of security for the payment orders and/or transactions Company contemplates under this Agreement. Company expressly represents it has not withheld any information or circumstances from Bank, which would indicate different Security Procedures could be appropriate for this Agreement.

10.2. No Representations. Bank provides no guarantee or representation that any Security Procedure or any particular Service offered by Bank will, in fact, prevent the occurrence of fraud in respect of its Accounts or access to Company information. Company should adopt its own internal controls and best practices and other policies and procedures to help mitigate the occurrence of any such fraud or access to Company information.

10.3. Company’s Obligations. Company agrees to implement one or more Security Procedures as may be required by Bank from time to time, including the following:

10.3.1. Review of User Access. Company shall regularly and, in any event, on an annual basis, review the Users who have access to the Services or the Security Procedures to ensure that those individuals are still authorized by Company to have such access. Prior to or immediately upon any individual with access to a Service or Security Procedure leaving employment with Company (or otherwise no longer being authorized by Company to have such access), Company shall terminate such User’s access to the Services and Security Procedures or notify the Bank for assistance in terminating such User’s access.

10.3.2. No Sharing of User IDs, Passwords, Tokens etc. Company understands that any User of a Service is strictly forbidden from sharing any user-specific aspect of the Security Procedures amongst themselves, including but not limited to User IDs, User passwords, personal authentication information or numbers, tokens, personal keys, digital certificates/signatures or template numbers, PINs, or other security codes or information. Company shall ensure no User breaches such prohibition and shall implement and enforce sufficient internal policies and procedures to ensure compliance with such prohibition.

10.3.3. Confidentiality. To help prevent the unauthorized use of or access to Company’s Accounts and Services, Company shall (and shall cause its personnel and representatives to) keep strictly confidential and restrict and safeguard access to:

All aspects of the Security Procedures, including any Company IDs, User IDs, Company or User passwords, personal authentication information or numbers, tokens, personal keys, digital certificates/signatures or template numbers, PINs, other security codes or information, or other authentication mechanisms;
All User guides;
All information transmitted, made available or delivered to Company by the Bank by any means or by Company to the Bank; and
All information downloaded or accessed by Company.

Company shall distribute such Security Procedures and information only to its authorized personnel on a need-to-know basis. Company is solely responsible for designating individuals authorized to access the Services and Company shall use the utmost care in selecting any entity or individual given access to use one or more of the Services and for limiting the number of persons given access to the Services. Company’s confidentiality obligations survive termination of any Service or the Agreement.

10.3.4. Compliance with ACH Security Requirements. For ACH Services, Company shall establish, implement, and update, as appropriate, policies, procedures, and systems with respect to the initiation, processing, and storage of Entries (as defined herein) that are designed to (a) protect the confidentiality and integrity of “Protected Information” until its destruction, (b) protect against anticipated threats or hazards to the security or integrity of “Protected Information” until its destruction; and (c) protect against unauthorized use of “Protected Information” that could result in substantial harm to a natural person, all in accordance with NACHA Rules. “Protected Information” includes all nonpublic personal information, including financial information and sensitive non-financial information, of a person used to create, or contained within, or incorporated into an entry and any related addenda record. Such policies, procedures and systems must include controls that comply with applicable regulatory guidelines on access to all systems used by Company to initiate, process, and store Entries

10.3.5. Company’s Internal Security Procedures. Company is solely responsible for its own internal security and its internal controls and procedures to assure the confidentiality of the Security Procedures and information described above, as well as Company’s own internal security controls and procedures, security devices and codes, and assumes all risk of accidental disclosure or inadvertent use of any such information or security procedures by any party whatsoever, whether such disclosure or use is on account of Company’s negligent or deliberate acts or otherwise. Websites such as those offered by the Computer Security Resource Center of the National Institute of Standards and Technology (NIST) (www.csrc.nist.gov) provide resources for information security standards and guidelines. Company shall implement and maintain appropriate internal security procedures and features to maintain information security and safeguard against unauthorized transactions, including, but not limited to:

Physical security and access control;
Credential security;
User access that incorporates controls such as segregation of duties and dual approval controls;
Workstation security standards, such as operating system hardening guidelines;
Antivirus and anti-spyware controls, malware detection software, firewall controls, restricted use guidelines to prevent exposure to such threats etc.;
Network security standards such as network architecture, perimeter protection, firewalls, intrusion detection, etc.;
Rigorous patch management program for applying manufacturer recommended software patches and updates as they become available;
Controls to closely and regularly monitor the activities of its personnel and representatives who have access to the Services or otherwise have access to, or responsibility for, Company’s banking records, banking information, accounting systems, check stock and signature stamp (if applicable);
Controls regarding internet usage, the use of public internet access points, and opening of emails;
Incident reporting requirements that comply with the reporting requirements in the Agreement to ensure Bank is properly informed so that Bank can implement its incident response plan to help quickly contain the damage and minimize losses;
Appropriate incident response, disaster recovery, and business continuity plans and periodic testing of these plans; and
Warranties that Company will not expose, introduce or otherwise transfer in any fashion, any virus, worm, Trojan, spyware, malware or other malicious code to Company’s or its service provider’s systems.

Company shall periodically update its internal security controls and procedures to address new fraud threats to which Company may become exposed. Company shall be solely responsible for, and shall indemnify, defend and hold Bank harmless from and against, any loss or damages arising from (i) any malware or malicious code transmitted from Company’s or its service provider’s systems to Bank’s systems through its use of the Services or Bank’s systems; (ii) any malware or other attack by a person attempting or actually gaining unauthorized access to Company’s systems; (iii) Company’s failure to comply with the Security Procedures in the Agreement or herein.

10.3.6. Authorization Limits and Controls. Company shall institute and enforce effective internal policies and procedures to ensure that its personnel use the Services only as authorized and within the limits of his or her permission or authority, and only for the specific features for which they have authority. Bank is not responsible if any person exceeds the limits of their authority or permission rights, or unauthorized personnel gain access to a Service through the use of the Security Procedures.

10.3.7. Transaction Limits and Controls. Some Services allow Company to set transaction limitations and establish internal controls. Company understands that its failure to set such limitations and implement such controls increases its exposure to, and responsibility for, unauthorized transactions. Company will regularly audit such limits and controls, and the actions of its Primary Administrator, Users and other Authorized Persons.

10.3.8. Notice to Bank of Security Compromises. Company will notify Bank immediately and confirm such notice in writing within twenty-four (24) hours, in the event Company believes any kind of security relating to the Security Procedures, Services or Company’s Accounts has been or may be compromised. If Company fails to notify the Bank accordingly, Company agrees to hold harmless and indemnify Bank for any loss or damages which arise out of or result, directly or indirectly, from such compromised security.

10.3.9. Secure Communications. Because email is not a secure communication’s method, the Bank requires that Company transmit confidential or sensitive Company information to Bank via a secured means as required by the Gramm-Leach-Bliley Act. Bank offers a secure method for uploading and downloading confidential or sensitive Company information. Alternatively, Company may use its own secured means of transmitting confidential information to Bank. Although using a secure portal may help reduce such risks, Bank does not provide any guarantee that the use of secure portal or secure emails will eliminate such risks. Bank will have no responsibility for confirming that Company is using a secured means to transmit confidential information to Bank. Company should not send to Bank any email, whether or not secured, if Company is not comfortable with that risk. Instead, Company should communicate with Bank in-person or by another means. Bank recommends that Company delete any copies of emails containing Company’s confidential information from Company’s email system.

10.3.10. Data Security Obligations. Company must comply with the computer hardware, software, and Security Procedures set forth in this Agreement and any other instructions and disclosures provided by Bank. As encryption technology develops, Bank reserves the right to require further reasonable requirements to maintain the appropriate level of security for the Services and transactions contemplated hereunder and Company agrees to abide by such further requirements. Furthermore, Company understands and acknowledges that if Company does not follow commercially reasonable hardware, software, physical access and physical storage security procedures regarding any “Company-Owned Data” (defined as all data provided by Company to Bank, and all data produced, compiled, or otherwise provided by Bank to Company , in any form or format, including such data containing the sensitive personally identifiable information of any individual), the security of Company’s transactions and/or Company-owned Data may be compromised. Company further understands, acknowledges, and agrees that installation, maintenance and operation of Company’s computer hardware and software and related security procedures, including, but not limited to, data security protection, firewalls and anti-virus and malware software, is Company’s sole responsibility, and that Company is solely responsible for securing, encrypting, protecting, and otherwise safeguarding Company-Owned Data.

10.4. Anti-Virus and Malware Protection; Notification to Bank; Responsibility for Loss. Company acknowledges and agrees that the threat of fraud resulting from theft of electronic data is a serious potential threat to Company’s business and, accordingly, Company will take all reasonable steps to make certain that its computers and data security systems are protected from unauthorized access or use, and in an event of any unauthorized access or use, Company will take all reasonable steps to immediately inform Bank of such data security breach. COMPANY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT BANK IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGES RESULTING FROM ANY ERRORS OR FAILURES OF COMPANY’S COMPUTER OR DATA PROCESSING SYSTEMS, INCLUDING, BUT NOT LIMITED TO ANY COMPUTER VIRUS OR MALWARE ATTACK (SUCH AS A KEYSTROKE LOGGING PROGRAM OR SIMILAR MALWARE), ANY ATTACK BY A PERSON ATTEMPTING OR ACTUALLY GAINING UNAUTHORIZED ACCESS TO COMPANY -OWNED DATA, OR ANY INTERNET-RELATED PROBLEMS THAT MAY BE ASSOCIATED WITH COMPANY’S ACCESS AND USE OF THE SERVICES. If, despite Company efforts, Company suffers any damage or loss as a result of Company’s failure to comply with its data security obligations, and regardless of whether such damage or loss results from the activities of Company’s employees, agents, subcontractors or any unaffiliated third-party, any such loss or damage shall be the sole responsibility of Company.

10.5. Electronic Transmissions. Company may elect to send or receive instructions or reports to or from Bank related to the Services via electronic means, including, without limitation, facsimile transmission, voice mail, unsecured e-mail, or other telephonic methods ("Electronic Transmissions"). Company acknowledges that such Electronic Transmissions are an inherently unsecure communication method due to the possibility of error, delay, and observation or receipt by unauthorized persons. Bank may rely in good faith on Company’s instructions regarding how and to what number or e-mail address Electronic Transmissions should be sent and may rely on any Electronic Transmission that it reasonably believes to have been initiated by Company. Should Company elect to send or receive Electronic Transmissions to or from Bank, Company assumes all risks and Bank shall not be liable for any loss that results from the non-receipt, disclosure, or alteration of any such Electronic Transmissions. Notwithstanding the above, Company agrees that unsecured Electronic Transmissions will not be used to deliver sensitive personal or private information that includes, but is not limited to bank routing numbers, account numbers, Social Security numbers, ATM & Debit Card numbers, PINs, home addresses, User IDs, Passwords, ACH entries, or to provide required notices to Bank pursuant to any agreement Company has with Bank, unless such agreement expressly provides otherwise. Bank requires that Company transmit confidential or sensitive Company information to Bank via a secured means as required by the Gramm-Leach-Bliley Act. Bank offers a secure method for uploading and downloading confidential or sensitive Company information. Alternatively, Company may use its own secured means of transmitting confidential information to Bank. Although using a secure portal may help reduce such risks, Bank does not provide any guarantee that the use of secure portal or secure emails will eliminate such risks. Bank will have no responsibility for confirming that Company is using a secured means to transmit confidential information to Bank. Bank will have no responsibility for confirming that Company is using a secured means to transmit confidential information to Bank. Bank recommends that Company delete any copies of emails containing Company’s confidential information from Company’s email system. COMPANY ACKNOWLEDGES AND AGREES THAT ANY REQUEST(S) GOVERNED BY NACHA AND NACHA RULES SENT TO BANK THROUGH AN UNSECURED ELECTRONIC NETWORK ARE IN VIOLATION OF BANK AND NACHA RULES. COMPANY UNDERSTANDS AND AGREES THAT BANK IS NOT LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY COMPANY WHEN AN UNAUTHORIZED PERSON GAINS ACCESS TO ANY SUCH ELECTRONIC TRANSMISSIONS. COMPANY AGREES TO INDEMNIFY AND HOLD BANK HARMLESS IF BANK ACTS WITH ORDINARY CARE IN GOOD FAITH BY RESPONDING TO ANY ELECTRONIC TRANSMISSIONS PURPORTED TO BE SENT BY COMPANY. BANK'S IMPLEMENTATION OF ITS STANDARD PROCEDURES REGARDING RECEIPT AND MAINTENANCE OF CONFIDENTIAL INFORMATION CONSTITUTES ITS EXERCISE OF ORDINARY CARE.

10.6. Other Services and Security Options Offered by Bank. In addition to other precautions within Company’s control that Company should take to decrease the risk of unauthorized access to information and unauthorized transactions (including but not limited to those mentioned above), Bank offers Services (and features within Services) that are designed to detect and/or deter check and other payment fraud. For example, these Services and features include, but are not limited to: positive pay; payee positive pay; ACH debit blocks; filters and monitoring services; reporting options; layering of approval authority for electronic transactions; email alerts; and transaction limitations. Bank strongly recommends that Company use such Services and features.

11. Data Submission and Data Review. Company shall transmit or deliver documents, data and other information in the format and on the media as provided for in the terms and conditions specific to each Service, the Service Request(s), any operating instructions, or as otherwise required by Bank in connection with each Service. Company understands that it is in the best position to examine the accuracy of data submitted to Bank, and thus agrees to be solely responsible for any errors in the data transmitted to Bank. Company shall not rely on Bank to examine the data for accuracy and Bank shall not have any responsibility for detecting errors in the data transmitted by Company. The data transmitted by Company must be legible, correct, and complete. Bank shall not be liable to Company for failure to process the data if it is not in the format specified by Bank or if the data is not complete. Further, Company has the sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared and performed by Bank.

12. Reporting Unauthorized Transactions or Errors. Company agrees to regularly and promptly review and verify all statements, reports, check payment records, wire transfer instructions, confirmations, adjustments, charges, and other transactions performed in connection with the Services. Company shall promptly and in no event later than the time period specified in the Service Requests or thirty (30) calendar days following the day Bank first mails or otherwise makes data available to Company (whether via e-Statement, paper statements, or on VBO), whichever occurs first (the “Review Period”), notify Bank of any unauthorized transactions, unauthorized signatures, alterations, forgeries, and/or other errors or discrepancies. If Company fails to notify Bank within the Review Period, Company agrees that the failure to report any such errors or unauthorized transactions shall constitute Company’s acceptance and ratification of the transaction(s), and shall relieve Bank of any liability for the unreported erroneous or unauthorized transaction(s). Notwithstanding the above, in accordance with NACHA Rules, Company must report an unauthorized ACH debit entry to Company’s Account by the established deadline on the Business Day following the settlement date of the unauthorized entry. Otherwise, Company’s sole recourse is to the originator of the transaction.

12.1. Cooperation in Loss Recovery Efforts. Upon Bank’s request, Company agrees to provide Bank any documents, reports or other information related to any loss claimed by Company or any third-party in connection with the Services, and the cause(s) for the loss. Company will reasonably cooperate with Bank in performing loss recovery efforts in connection with any action(s) that Bank may be obligated to defend or elect to pursue against a third-party.

13. Statute of Limitations. The reporting time periods established under the UCC, as expressly amended herein, shall constitute the applicable limitations periods for any claims arising from unauthorized transactions, unauthorized signatures, alterations, forgeries, and/or other errors or discrepancies on Company’s Accounts. Only to the extent not covered by such limitations periods established under the UCC, as expressly amended herein, Company agrees that any other claim, action, suit or proceeding against Bank on this Agreement for damages resulting or arising from its acts or omissions in its performance of the Service(s) hereunder must be brought within two (2) years from the date of Bank’s alleged act or omission. Company further agrees that notice of any claim for damages must be given to Bank within ninety (90) days as a condition precedent to the right to sue on the Agreement. The notice shall state the facts known to Company that give rise to such notice in sufficient detail to allow Bank to evaluate the alleged claim by Company.

14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE REMEDIES PROVIDED EXPRESSLY HEREIN FOR BREACH OF THIS AGREEMENT, COMPANY AGREES THAT BANK SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, CLAIM, JUDGMENT, PENALTIES, COSTS, OR EXPENSES (COLLECTIVELY, “DAMAGES”) ARISING OUT OF THE PERFORMANCE OF OR NON-PERFORMANCE OF ANY SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, EVEN IF SUCH DAMAGES ARISE, IN WHOLE OR IN PART, FROM BANK’S NEGLIGENCE. BANK’S DUTIES AND RESPONSIBILITIES TO COMPANY ARE STRICTLY LIMITED TO THOSE DESCRIBED IN THIS AGREEMENT, EXCEPT WITH RESPECT TO ANY PROVISIONS OF THE LAW WHICH CANNOT BE VARIED OR WAIVED BY AGREEMENT. BY ENTERING INTO THIS AGREEMENT, COMPANY WAIVES ANY CLAIM WHICH IS NOT EXPLICITLY MADE AVAILABLE IN THIS AGREEMENT, AND HEREBY FULLY AND FINALLY RELEASES BANK OF ANY POTENTIAL CLAIM THAT IS NOT EXPLICITLY MADE AVAILABLE BY THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, BANK WILL NOT BE LIABLE TO COMPANY OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES, INCLUDING ATTORNEYS’ FEES, ATTRIBUTED TO THE USE OF, INABILITIY TO USE, OR THE TERMINATION OF THE USE OF ANY OF THE SERVICES PROVIDED HEREUNDER), REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF BANK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

14.1. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF THE FOREGOING, BANK SHALL NOT BE LIABLE TO COMPANY OR ANY THIRD-PARTY FOR ANY DAMAGES RESULTING FROM ANY FAILURE OR DELAY OF THE PERFORMANCE OF BANK’S RESPONSIBILITIES UNDER THE AGREEMENT WHICH IS CAUSED OR OCCASIONED BY ANY ACT OR THING BEYOND BANK’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, LEGAL OR REGULATORY RESTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, ELECTRICAL OR COMPUTER FAILURE, WAR, CIVIL UNREST, EMERGENCY CONDITIONS, ACTS OF GOD, FIRE, STORM, OR OTHER CATASTROPHE OR NATURAL DISASTER, OR INABILITY TO OBTAIN OR DELAY IN OBTAINING WIRE SERVICES, INTERNET ACCESS, ELECTRONIC TRANSFERS, OR ELECTRONIC FILE EXCHANGE, OR REFUSAL OR DELAY BY A SERVICE PROVIDER OR ANOTHER BANK. IN ADDITION, BANK SHALL BE EXCUSED FROM ANY FAILURE OR DELAY IN EXECUTING A TRANSACTION HEREUNDER, IF BANK BELIEVES SUCH EXECUTION WOULD RESULT IN THE VIOLATION OF ANY STATE OR FEDERAL LAW, RULE, REGULATION, GUIDELINE, OR RISK CONTROL PROGRAM OR IF SUCH EXECUTION WOULD RESULT IN BANK VIOLATING ANY REGULATORY GUIDELINES OR RULES. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AGREES THAT BANK SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGES CAUSED BY ANY ACT, ERROR, OR OMISSION OF COMPANY OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY SERVICE PROVIDER, ANY INTERNET ACCESS SERVICE PROVIDER, ANY FEDERAL RESERVE BANK OR TRANSMISSION OR COMMUNICATIONS FACILITY OR ANY INTERMEDIARY OR RECEIVING FINANCIAL INSTITUTION, AND NO SUCH PERSON SHALL BE DEEMED BANK’S AGENT. COMPANY UNDERSTANDS AND AGREES THAT THE FEES CHARGED FOR THE PERFORMANCE OF THE SERVICE(S) HAVE BEEN ESTABLISHED IN CONTEMPLATION OF THESE LIMITATIONS ON LIABILITY.

14.2. SUBJECT TO THE FOREGOING LIMITATIONS, BANK’S LIABILITY FOR ANY DAMAGES SHALL BE LIMITED TO GENERAL MONETARY DAMAGES NOT TO EXCEED THE TOTAL AMOUNT PAID BY COMPANY FOR THE AFFECTED SERVICES, AS PERFORMED BY BANK UNDER THIS AGREEMENT FOR THE PRECEDING NINETY (90) CALENDAR DAYS.

15. INDEMNIFICATION. COMPANY HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, CONTRACTORS, ATTORNEYS, AND REPRESENTATIVES (EACH, AN “INDEMNIFIED PERSON”), FROM AND AGAINST ANY LOSS, DAMAGE, CLAIM, JUDGMENT, AMOUNT PAID IN SETTLEMENT, PENALTIES, COSTS, OR EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES, INVESTIGATION FEES AND COSTS, AND COURT COSTS (COLLECTIVELY, “DAMAGES”), WHICH ARISE OUT OF OR RESULT, DIRECTLY OR INDIRECTLY, FROM: (I) COMPANY’S USE OF THE SERVICES; (II) COMPANY’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT; (III) COMPANY’S BREACH OF ANY REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT; (IV) COMPANY’S NEGLIGENCE, ERRORS, ACTIONS, OMISSIONS, OR INVOLVEMENT UNDER THIS AGREEMENT; (V) ANY TRANSMISSION OR INSTRUCTION, WHETHER AUTHORIZED OR UNAUTHORIZED, ACTED UPON BY BANK IN GOOD FAITH IN CONNECTION WITH THE SERVICES; (VI) ANY CIRCUMSTANCE THAT WOULD RELIEVE BANK OF LIABILITY OR LIMIT BANK’S LIABILITY TO COMPANY AS STATED IN THIS AGREEMENT; (VII) BANK’S ACTIONS OR OMISSIONS WITH REGARDS TO ANY SERVICES OR TRANSACTION(S) SO LONG AS BANK ACTS IN COMPLIANCE WITH THIS AGREEMENT; OR (VIII) OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THOSE ASSERTED BY THIRD-PARTIES FOR REIMBURSEMENT OR DAMAGES, AND THOSE WHICH ARISE OUT OF OR UNDER THE ELECTRONIC FUNDS TRANSFER ACT, ANY APPLICABLE STATE ELECTRONIC FUND TRANSFER RULES OR REGULATIONS, OR ANY RULES OR GUIDELINES OF ANY AUTOMATED CLEARING HOUSE.

16. DISCLAIMER OF WARRANTY. BANK’S REPRESENTATIONS, WARRANTIES, OBIGATIONS AND LIABILITIES, AND COMPANY’S RIGHTS AND REMEDIES, SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. BANK HEREBY DISCLAIMS AND MAKES NO REPRESENTATIONS, WARRANTIES, AGREEMENTS, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, STATUTE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (I) ANY REPRESENTATIONS OR WARRANTIES REGARDING QUALITY, ACCURACY, SUITABILITY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM ERROR, TIMELINESS, NON-INTERRUPTION OF SERVICE, TITLE, OR NON-INFRINGEMENT AS TO ANY SERVICES PROVIDED BY BANK HEREUNDER; (II) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; AND (III) ANY AGREEMENTS, REPRESENTATIONS, AFFIRMATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, MADE BY ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF BANK. FURTHER, NO DESCRIPTIONS OR SPECIFICATIONS OF THE SERVICES SHALL CONSTITUTE REPRESENTATIONS OR WARRANTIES OF ANY KIND.

16.1. ADDITIONAL DISCLAIMER REGARDING VBO. COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF VBO AND THE ONLINE SERVICES IS AT COMPANY’S OWN RISK. VBO AND THE ONLINE SERVICES ARE PROVIDED FOR COMPANY’S USE “AS IS” AND “WHERE IS”, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, BANK HEREBY DISCLAIMS AND MAKES NO REPRESENTATIONS, WARRANTIES, AGREEMENTS, OR GUARANTEES, EXPRESS OR IMPLIED, ARISING BY LAW, STATUTE, OR OTHERWISE, WITH REGARD TO VBO AND THE ONLINE SERVICES, OR ANY EQUIPMENT, HARDWARE, SOFTWARE, ISP, DOCUMENTATION OR OTHERWISE, OR THE USE OF THEREOF BY COMPANY . COMPANY ACKNOWLEDGES THAT IT MUST PROVIDE ALL EQUIPMENT AND PROVIDE AND MAINTAIN SERVICE THROUGH AN ISP SUITABLE TO ACCESS VBO AND THE ONLINE SERVICES AND IS SOLELY RESPONSIBLE FOR ALL FEES, COSTS CHARGES, ASSOCIATED WITH THE SAME. COMPANY ACKNOWLEDGES THAT ITS ISP MAY HAVE UNINTENDED EFFECTS ON COMPANY’S USE OF VBO AND THE ABILITY TO CONDUCT OR TRANSACT ONLINE SERVICES (INCLUDING, WITHOUT LIMITATION, COMPANY’S ABILITY TO ACCESS VBO), AND THAT BANK SHALL HAVE NO RESPONSIBILITY FOR SUCH EFFECTS. COMPANY ACKNOWLEDGES THAT THE SOFTWARE MUST INTERFACE WITH BANK’S COMPUTERS AND ASSUMES THE RISK THAT BANK’S COMPUTERS MIGHT NOT BE OPERATIONAL OR COMPATIBLE AT ALL TIMES. BANK IS NOT RESPONSIBLE FOR ANY LOSS, INJURY OR DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, CAUSED BY COMPANY’S ISP, ANY RELATED SOFTWARE OR BANK’S USE OF ANY OF THEM, OR ARISING IN ANY WAY FROM THE INSTALLATION, USE OR MAINTENANCE OF COMPANY’S COMPUTER, HARDWARE, SOFTWARE OR OTHER EQUIPMENT. COMPANY ALSO ACKNOWLEDGES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF VBO IS DONE AT COMPANY’S OWN RISK AND THAT COMPANY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPANY’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. MOREOVER, IF COMPANY CHOOSES TO USE VBO AND THE ONLINE SERVICES FROM LOCATIONS OUTSIDE THE UNITED STATES, COMPANY DOES SO AT ITS OWN RISK.

17. Notices. Company and Bank agree to provide any notices in connection with this Agreement in the manner set forth below:

17.1. Delivery of Notices to Bank. Notices and communications from Company to Bank regarding any Service or the designation or revocation of a Primary Administrator or any Authorized Person shall be in writing and may be hand-delivered or mailed via first class mail, postage prepaid. Actual receipt by Bank of notice or delivery of any information (including stop payment, return, process, dishonor, and similar notices required under this Agreement or any agreement executed by Company from time to time) from Company before the deadline required by Bank, in its sole discretion, is an express condition precedent to Bank’s related obligation to perform any Service or to meet any deadline imposed by law, regulation, or any person. Company bears the burden of proof of the time and manner of Bank’s actual receipt of any notice or transmittal of information. At Bank’s option, Bank may honor Company’s oral instructions or e-mail communications, provided that: (i) Company agrees that Bank may in good faith rely on any such oral instructions or e-mail communications, which purport to come from Company (including its Authorized Persons, Primary Administrator, or Users) or Company’s agent or representative without independent verification by Bank unless Security Procedures require otherwise; and (ii) Company agrees to confirm such instructions in writing if requested by Bank. Notwithstanding the above, if Company believes or has reason to believe that (i) any Security Procedure has or may have become compromised; (ii) an unauthorized transaction may be conducted from its Account(s); (iii) someone has transferred or may transfer money from its Accounts without authorization, or (iv) fraudulent activity on its account(s) may occur for any reason, Company shall immediately notify Bank by telephone and confirm such oral notification in writing to Bank within twenty-four (24) hours.

17.2. Any notices to be delivered by Company to Bank in writing shall be made to the following address: Vantage Bank Texas, Attn: Treasury Management Executive, 45 NE Loop 410, Suite 500, San Antonio, Texas 78216. To reach Bank by telephone, please call 1-877-627-9099.

17.3. Delivery of Notices to Company. Notices and communications from Bank to Company regarding any Service may be in writing and may be hand-delivered or mailed via first class mail, postage prepaid, may be oral, or may be delivered electronically by facsimile or e-mail or, if a Service is provided through VBO, then by the posting of a notice or communication on the VBO website. Bank’s notice to any Authorized Person, Primary Administrator, User or other agent or representative of Company is notice to Company. Company agrees that Bank may send notifications regarding changes in the terms of this Agreement and other notifications regarding any applicable Service to Company in electronic form, either by posting such information, disclosures and notices on the VBO website, or by transmitting them to any e-mail address Company has provided in connection with its use of any Service. Company shall be deemed to have received electronic notices one (1) day after Bank posts them on its VBO website or transmits them to Company’s e-mail address, as applicable, whether or not Company has retrieved them by that time.

18. Proprietary Property. Company acknowledges and agrees that all trademarks, trade names, service marks, copyrights, programs, specifications, software, systems designs, applications, routines, techniques, enhancements, software codes, test keys, security devices, Security Procedures, documentation, manuals, ideas and formulas (collectively, the “Proprietary Property") utilized or developed and provided by Bank in connection with this Agreement and the Services provided hereunder, whether online via Bank’s VBO website or otherwise, are Proprietary Property of Bank having great commercial value to Bank. Company shall have no ownership interest in the Proprietary Property or other rights related thereto, and Company agrees to keep the Proprietary Property confidential at all times. Company may use the Proprietary Property only for the purposes for which it was provided by Bank and shall notify Bank immediately of any breach of this section of which it becomes aware. Bank may require Company to license specific software in order to receive a particular Service. Unless agreed to otherwise by Bank, in its sole discretion, upon termination of this Agreement or any applicable Service, such license in the Proprietary Property and any licensed software shall automatically expire and Company agrees to immediately cease using any Proprietary Property and any licensed software relating to the Service(s) affected by such termination. Additionally, and unless contrary to prior agreement regarding the software, Company agrees to erase any software comprising Proprietary Property and relating to the Service(s) terminated to the extent such software is stored in Company’s computers, and, at Bank’s request, to return all copies of all items relating to the Proprietary Property which are in Company’s possession. Alternatively, and at Bank’s option, Company will destroy all copies of all items relating to the Proprietary Property that are in Company’s possession, and upon Bank’s request, provide written certification to Bank that such destruction has occurred.

19. Term; Termination. Subject to the following provisions, the terms and conditions contained in this Agreement shall continue in effect so long as Company is using or has requested from Bank a Service; provided, however, that either party shall have the right, upon ten (10) days written notice to the other, to terminate any or all Services then being provided by Bank to Company , with or without cause, provided that all obligations arising prior to the termination shall not be affected by the termination. Further, Bank may immediately, in its sole discretion, terminate the Agreement in its entirety or with respect to one or more specified Service(s) at any time without notice to Company if: (i) Company violates or breaches any of the terms or conditions contained in this Agreement or in any other agreement with Bank; (ii) Company fails to maintain sufficient collected and available balances to cover all transactions, costs and expenses relating to one or more Service(s); (iii) there is an occurrence of a material change in Company’s credit and/or risk analysis criteria as determined by Bank in its sole discretion; (iv) Company engages in any willful misconduct (including but not limited to writing or knowingly passing bad checks) or any type of fraudulent activity; (v) Company misrepresents any material fact in any statement, report, or representation given or made to Bank in connection with any Service provided hereunder; (vi) Bank is served with legal process with respect to Company’s Accounts; (vii) Company’s business failure, insolvency, or bankruptcy; (viii) Bank is required to terminate pursuant to any law, regulation or supervisory regulatory agency; (ix) Company fails to comply with the NACHA Rules or any state or federal law relating to this Agreement, or (x) Bank deems it necessary, in its sole discretion, for security or other business or operational purpose(s). All sums Company owes to Bank for any Service shall be due and payable in full immediately upon the termination of the Service(s). All warranties, limitation of liability, indemnities, representations, and covenants made before termination, including, but not limited to, all provisions herein, shall survive and be binding and enforceable after termination of the Services, and termination of this Agreement or any Service shall not affect the rights or obligations of either party which may have arisen or accrued prior to such termination. Upon termination of any Service(s) for any reason, Bank shall have no further obligations or duties hereunder. Bank shall not be liable to Company for any losses or damages Company may incur as a result of termination of this Agreement or any Service(s).

20. Governing Law. Company and Bank agree that any controversy or claim between Company and Bank, or between Company and any of Bank’s officers, directors, employees, agents, affiliates, contractors, and attorneys, arising out of or relating to this Agreement, before and after it was executed, or any of the transactions contemplated or any of the Services provided hereunder, or any relationship that results from any of the foregoing, whether based in contract, or an alleged tort, or on any other legal theory, and whether asserted as an original or amended claim, counterclaim, cross claim, or otherwise, shall be governed by federal law and all applicable substantive laws of the State of Texas (without regard to its conflict of laws principles) and the NACHA Rules. Bank is located in Texas and that is where Company opens Company Account(s). In addition, Bank is subject to certain federal and state regulations, as well as national and local clearing house rules regarding some of the matters addressed in this Agreement, and Bank must comply with these laws, regulations and rules. Company agrees that if there is any inconsistency between the terms of this Agreement and any applicable law, regulation or rule, the terms of this Agreement will prevail to the extent any such law, regulation or rule may be modified by agreement.

21. ARBITRATION. BY SIGNING AND SUBMITTING THIS AGREEMENT, ANY SERVICE REQUEST, OR OTHER TM DOCUMENTS TO BANK, OR BY USING ONE OR MORE OF THE SERVICES, COMPANY AGREES THAT IF ANY DISPUTE, CLAIM OR CONTROVERSY OF ANY KIND ARISES OUT OF OR RELATES TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EITHER COMPANY OR BANK CAN CHOOSE TO HAVE THAT DISPUTE RESOLVED BY BINDING ARBITRATION. THIS ARBITRATION PROVISION LIMITS YOUR ABILITY TO LITIGATE CLAIMS IN COURT AND YOUR RIGHT TO A JURY TRIAL. YOU SHOULD REVIEW THIS SECTION CAREFULLY. YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS FOR ANY CLAIM SUBJECT TO ARBITRATION. You and we agree, upon written demand made by you or us, to submit to binding arbitration all disputes, controversies and claims, whether based on contract, fraud, tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to: (i) this Agreement, any of the transactions contemplated or any of the Services provided hereunder, and any relationship that results from any of the foregoing; or (ii) the validity, interpretation, scope or enforceability of this Agreement or the interpretation or scope of this arbitration claim (collectively, a “Claim”). At the option of the first to commence arbitration, you or we may choose to have the arbitration conducted by JAMS ADR (“JAMS”) or the American Arbitration Association (“AAA”), or you and we may agree upon a different arbitrator, in any event, any arbitration under this Agreement shall be conducted in writing in accordance with the AAA Rules. You agree that this arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act shall apply to the construction, interpretation, and enforceability of this Agreement notwithstanding any other choice of law provision contained in this Agreement. Either you or we may initiate arbitration by giving written notice of the intention to arbitrate to the other and by filing notice with JAMS or the AAA in accordance with the AAA Rules in effect at the time the notice is filed. The demand for arbitration shall be made before or after commencement of any litigation. Demand for arbitration under this Agreement must be made before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the Claim also is barred in arbitration. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or similar other doctrine bars the arbitration of any Claim shall be decided by arbitration in accordance with the provisions of this Agreement. You cannot join in a dispute with anyone other than person that receives the Services hereunder. A Claim by, or on behalf of, other persons will not be considered in, joined with, or consolidated with, the arbitration proceedings between you and us, and a Claim may not be arbitrated on a class action, private attorney general, or other representative basis. Notwithstanding anything to the contrary in this Agreement, any dispute regarding the prohibitions in this paragraph or about the enforceability of the arbitration clause shall be resolved by a court and not by the arbitrator(s). Nothing in this arbitration provision shall limit your or our right, whether before, during, or after the pendency of any arbitration proceeding, to exercise any self-help remedies, such as set-off or repossession and sale of collateral, or to obtain provisional remedies (including but not limited to, injunctive relief or interpleader relief), or to file suit on any guaranty. You and we agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand arbitration at any time with respect to any subsequent or amended Claim filed against you or us after the commencement of litigation between you and us. This arbitration provision shall survive termination of this Agreement and or the termination of any Service. Company agrees that venue for any such arbitration shall be in Bexar County, Texas.

22. JURY WAIVER. COMPANY AND BANK, FOR THEMSELVES AND EACH OF THEIR SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, CONTRACTORS, ATTORNEYS, AND REPRESENTATIVES, HEREBY KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY OF ALL DISPUTES, CONTROVERSIES AND CLAIMS BY, BETWEEN OR AGAINST EITHER COMPANY OR BANK WHEN THE DISPUTE, CONTROVERSY OR CLAIM IS TO BE DECIDED BY A COURT.

23. Amendments. Bank may amend the terms and conditions contained in this Agreement at any time, and from time to time, by notice thereof to Company. Such amendments shall automatically become effective ten (10) days after the date of such notice unless rejected by Company within such ten (10) day period. If Company rejects any such amendment, in writing, then all Services provided hereunder shall automatically terminate. Notwithstanding the foregoing, Bank may amend any term or condition immediately without prior notice if Bank, in its sole discretion, determines that the amendment is necessary: (i) for security purposes; (ii) to avoid potential loss to Bank or Company; (iii) due to circumstances that substantially affect Bank’s operations; and (iv) as a result of an immediate change by any service provider, in which cases the amendment shall be effective immediately. Use by Company of the Service(s) following the effective date of any amendment(s) shall constitute Company’s acceptance of and agreement to the amendment(s). Any changes or modifications requested by Company to the Services provided by Bank are subject to the written approval of Bank. If Bank so elects, price changes may be implemented concurrently with Company’s requested changes or modifications. Company shall reimburse Bank for all costs and expenses required to implement any such changes or modifications that are approved by Bank.

24. Miscellaneous.
24.1. Bank and Company each agree to comply with provisions of all applicable federal, state, county or municipal laws, regulations or ordinances, and shall be responsible for obtaining any and all authorizations from any applicable governmental authority that may be required for the party to perform hereunder. Furthermore, both parties agree to comply with applicable federal and state privacy laws and anti-money laundering laws. Company agrees that it shall not use any Services in any manner that is designed or has the effect of violating or evading any laws with regards to currency controls, money laundering, or banking secrecy.

24.2. It shall be the responsibility of Company that the use of the Services and all related transactions complies with U.S. Law. This includes, but is not limited, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Company to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC.)

24.3. Company expressly warrants that Company is not a “Consumer” as defined in section 205.2(e) of Regulation E of the Board of Governors of the United States Federal Reserve Board pursuant to the Consumer Credit Protection Act, as amended, 15 U.S.C. 1601 et. seq., and that Company will use the Services solely for business, and not personal, family or household purposes. Accordingly, Company understands and agrees that the provisions of the Federal Electronic Fund Transfer Act, as amended, and Regulation E, as amended, and any other federal or state laws or regulations, as well as any terms or provisions of this Agreement, intended for the protection of consumers or governance of transactions involving consumers or consumer accounts do not apply to any of the Service transactions affecting Company’s Accounts.

24.4. Company is responsible for meeting its federal income and employment taxes withholding requirements under the Internal Revenue Code (“IRC”). Bank may block or may refuse to process a transaction where, in its sole discretion, it believes that, with respect to the transaction, the Company has failed to meet its withholding obligations under the IRC. If Bank becomes liable or believes that it may become liable for Company’s unmet withholding obligations, Bank may (i) debit any one or more of Company’s Accounts for the amount for which Bank believes it is or may be liable, (ii) add such amount to any obligation which Company has to Bank, including any overdraft or secured or unsecured loan, or (iii) pursue any other remedy which may be available to it under any deposit agreement, loan agreement, or other agreement with Bank or any remedy available to it under federal or state law.

24.5. This Agreement does not create, and shall not be construed to create, any joint venture or partnership between Bank and Company. No officer, employee, agent, servant, or independent contractor of either of us shall at any time be deemed to be an employee, servant, agent, or contractor of the other party for any purpose whatsoever.
24.6. No delay or failure in exercising any option or right set forth in this Agreement shall constitute a waiver of that option or right. Bank’s waiver of any right, agreement or option on one occasion shall not constitute or be deemed a waiver as to any future occasion. Any waiver shall be effective only for the specific purposes, circumstances and duration provided in that waiver.

24.7. Bank will use reasonable efforts to hold in confidence and not disclose confidential information received by Bank in the course of rendering its Services except to the extent disclosure is required by legal process or by any regulatory or supervisory agency. Further, Company agrees that Bank may share any confidential information concerning Company’s Accounts and transactions with any of Bank’s affiliates, employees, agents, independent contractors, or third-party servicers. Company acknowledges and agrees that Bank may employ agents, independent contractors, third-party servicers, or other persons or entities to perform the Service(s), and that Bank will not be liable for disclosure by any such third-parties.

24.8. Company consents to Bank’s recording and monitoring of any telephone conversations and online transmissions or communications including, but not limited to, requests or instructions. Bank, however, has no duty to record or monitor such telephone conversations or online transmissions and communications, and the election to record and/or monitor is within Bank’s sole discretion.

24.9. Absent manifest error, Bank’s records shall be conclusive evidence with respect to the matters governed by this Agreement.

24.10. Company may not assign all or any part of its rights or obligations under the Agreement without Bank’s prior express written consent, which may be withheld in Bank’s sole discretion. Bank may assign or delegate all or any part of its rights or obligations under the Agreement, including, without limitation, the performance of the Services described herein without Company’s consent. The Agreement will be binding on and inure to the benefit of the successors and permitted assigns of either party.

24.11. Each reference herein to a “check” shall include all “items” under and as defined in Section 4-104(a)(9) of the UCC, and all “substitute checks” as defined in the Check Clearing for the 21st Century Act and Regulation CC of the Board of Governors of the United States Federal Reserve Board.

24.12. Bank’s obligations, responsibilities and covenants set forth in this Agreement, whether express or implied, shall be suspended if at any time Bank’s compliance is prevented by, or is in conflict with, any federal or state law, regulation or rule, the order of any court of competent jurisdiction, acts of God or of the public enemy, war, epidemic, strike, lockout, riot, weather condition, equipment failure or malfunction, material shortage, electric power disruption or shortage, communication failure or other condition or circumstance not wholly controlled by Bank.

24.13. Nothing in this Agreement nor any course of dealing between Company and Bank constitutes a commitment or obligation to lend money or extend credit to Company or to otherwise advance money to Company for any reason, including payment of any check or item contrary to Bank’s published funds availability schedules.

24.14. If any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable for any reason, such holding shall not invalidate or render unenforceable any other provisions of this Agreement. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders unenforceable any provision hereof, and to the extent that such waiver is not permitted by applicable law, the parties intend that such provision be interpreted as modified to the minimum extent necessary to render such provision enforceable.

24.15. The parties agree that the parties have carefully reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities be resolved against the drafting party shall not be employed in the interpretation of this Agreement. The article and section headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

24.16. To the extent there is a conflict in the terms of this Agreement and any other agreement or contract between Company and Bank, the terms of this Agreement will control.

24.17. This Agreement, the Service Requests, and any other TM Documents required in connection with these Services may be executed and delivered by facsimile or digital copies showing the signatures thereto. The facsimile and digital copies showing the signatures of any of the Parties shall constitute originally signed documents requiring no further execution.

24.18. As a condition for Bank’s agreement to enter into this Agreement and to provide any one or more of the Services, Company agrees to fully cooperate with Bank and any representative or agent for Bank, to adjust and correct any errors, misstatements or inaccuracies in any of the Service Requests and/or any TM Documents required in connection with these Services. Upon Bank’s request, Company shall promptly, and within thirty (30) days of Bank’s mailing of said request, execute such new documents or initial such corrected original documents as Bank may deem necessary to remedy said error, inaccuracy or mistake.

24.19. The general terms set forth in this Agreement apply to any Service obtained by Company from Bank, whether or not that particular Service is provided for specifically in this Agreement or in other agreements between Company and Bank and further apply to any new Service(s) introduced by Bank and obtained by Company after the date on which this Agreement is executed and/or delivered to Company.

24.20. THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, SUPERSEDE ALL PROPOSALS, PRIOR AGREEMENTS, AND ORAL DISCUSSIONS RELATING TO THE SERVICES, AND ANY OTHER AGREEMENTS (INCLUDING BUT NOT LIMITED TO DEPOSITORY AGREEMENTS) TO THE EXTENT THAT THEY CONFLICT WITH ANY TERMS HEREIN, EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS AGREEMENT AND THE TM DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN BANK AND COMPANY REGARDING THE SERVICES. THERE ARE NO ORAL AGREEMENTS BETWEEN COMPANY AND BANK REGARDING THE SERVICES THAT ARE NOT INCORPORATED INTO THIS AGREEMENT AND THE TM DOCUMENTS. COMPANY ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, COMPANY HAS NOT RELIED ON, AND HEREBY WAIVES AND DISCLAIMS RELIANCE ON, ANY ORAL PROMISES OR ON ANY REPRESENTATIONS MADE BY BANK OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

VANTAGE BUSINESS ONLINE

Vantage Business Online is Vantage Bank Texas’ 24-hour, 7-day-a-week online business banking platform. Company and its designees use a secure sign-in process to manage their business accounts and employ a myriad of powerful Treasury Management Services.
Our expert servicing team will provide instructions and train every authorized User on how to use VBO and the Online Services. They will also be available to assist with any questions or issues you may have regarding VBO or the Online Services.

1. Vantage Business Online. Among the Services available for use on Vantage Business Online (“VBO”) are the following (collectively, the “Online Services”):

• Deposit Reporting

• e-Statements

• E-mail Alerts

• Mobile Alerts
• Internal Transfers Services

• Stop Payment Services

• Deposit Retrieval Services

• Loan Services

• QuickBooks®, Quicken®, Microsoft Money® Interface Services
• Remote Deposit Capture Services

• Mobile Deposit Capture Services

• Wire Transfer Services

• Automated Clearing House (“ACH”) Services

• Positive Pay Services

• Account Reconciliation Services

• Target/Zero Balance Account Services

• Bill Payment Services

1.1. Access to VBO. Company will only be granted access to and agrees only to access VBO to transact or conduct the Online Services selected by Company in the Service Request. Company may only transact those Online Services that Bank has agreed to provide and has implemented for Company. If an Online Service not selected by Company is activated by Bank, and Company uses the Service, Company agrees to be bound by all the terms, fees, and conditions of this Agreement and applicable to such Online Service. Availability of VBO and the Online Services may be suspended for brief periods of time for purposes of maintenance and updating or revising the software, or as a result of other technical or other issues that may arise from time to time. Company may access VBO through Vantage Bank’s Mobile App and agrees to be bound by the specific terms for Mobile Banking Services contained herein, and any other terms and conditions for the Mobile App that may be in effect from time to time.

1.2. Computer Equipment and Software. To access VBO and use the Online Services, Company needs a computer or other device with access to the Internet. Company must first obtain access to the Internet with compatible hardware, software and web browser. Bank requires Company to use a web browser that supports adequate security measures including SSL encryption technology or additional security measures as Bank may require from time to time. Bank also requires that Company have Adobe Acrobat Reader, the version of which must be compatible with this Service and which may change from time to time, to access Portable Document Format (“PDF”) documents. Obtaining and maintaining adequate Internet access is Company’s sole responsibility, and Company is solely responsible for all Internet Service Provider (“ISP”) fees and costs. Company understands that Bank is not responsible for any computer virus, malware attack, or related problems that may be associated with Company’s use of the Internet in general or Company’s use of VBO or the Online Services via the Internet. Company agrees to download and install any and all security software required by Bank and to install all updates, patches and/or any other amendments or modifications to the same as necessary. Company agrees not to access the VBO website or to use any Online Services unless any and all required security software is duly installed.

1.3. Account Access. Company may access its designated accounts online, including checking, savings, certificates of deposit or loan accounts, that are included in the Service Request (collectively, the “Online Accounts”). Any request to add an account must be submitted to Bank in writing on a Service Request. The Online Accounts shall be provided a unique Client Number. If any of Company’s accounts not designated by Company is added to the Online Accounts, and Company uses any Services on such account, Company agrees to be bound by all the terms, fees, and conditions of this Agreement with regards to that account. Company may elect to “link” related business entities within the same Client Number and understands that any account under the same Client Number can be accessed by any Authorized Person.

1.3.1. Access Codes. Company will gain access to VBO and the Online Services through the use of Company’s Internet-enabled device(s), and a Client Number, User ID, and Password (collectively, the “Access Codes”). Bank will establish the Access Codes and provide them to the Users during the implementation process. The Primary Administrator shall be responsible for granting and revoking the authority of any User to access VBO or any of the Online Services and to establish appropriate transactions limits for the Online Services. Company shall be responsible for keeping the Access Codes confidential and shall be responsible for ensuring that its designated Primary Administrator and Users keep the Access Codes confidential. Any person to whom Company gives its Access Codes, including the Primary Administrator, each User, and any other person, is deemed an authorized representative of Company for purposes of all Online Services transacted or conducted through or by use of VBO, whether or not such person is authorized by this Agreement or otherwise. By giving any person Access Codes, Company is authorizing that person to use VBO, and hereby agrees that Company shall be solely responsible for all transactions that person performs while using VBO. Bank may rely upon any Online Service transacted or conducted through or by use of VBO when accessed by the Access Codes. In order to protect yourself against fraud and possible losses to your accounts, Bank highly recommends you follow the guidelines below and instructs the Primary Administrator and all Users to do the same: (i) Do not give out your account information or Access Codes to anyone; (ii) Do not leave your PC or other Internet-enabled device unattended while you are in the VBO website; (iii) Never leave your account information or Access Codes within visible range of others; (iv) Do not send account information (account number, Access Codes, etc.) over any public or general e-mail system; and (v) Sign off after every VBO session.

1.3.2. Bank-Provided Company Administration. As an additional service, Company may request that Bank provide Company User Administration Services. These services include creating and modifying Users and establishing the authorities and transaction limits for each User as well as terminating the Access Codes for any User.

1.3.3. Contact from Bank. Bank’s employees will not contact Company via phone or e-mail requesting Access Codes. If you are contacted by anyone requesting this information, do not release your information and contact Bank immediately in person or by telephone.

1.3.4. Lost or Stolen Access Codes. If you believe your Access Codes have been lost or stolen, or if you suspect any unauthorized or fraudulent access or activity on your account(s), please notify Bank immediately. If you believe your Password has been lost or stolen or compromised, please use the Password change feature within the VBO section of the website to change your Password.

1.3.5. Reservation of Right to Deny Access. Bank reserves the right to deny access to any one or more of the Online Accounts or to VBO, or to deny the processing of transactions for the following reasons: (i) security purposes; (ii) if Bank reasonably believe your Access Codes have been or may be obtained or are being used or may be used by an unauthorized person(s); or (iii) to avoid potential loss to Bank or Company.

1.4. Speed and Timeliness of Response. Company acknowledges that the speed and timeliness of the VBO website and a response to any request using the VBO website depends on Company’s ISP and the medium through which Company connects to the Internet. Company acknowledges that certain ISPs and Internet medium connections produce a more rapid response than others, and that Bank has no responsibility or obligation to enhance or improve the response time to Company’s requests.

1.5. Security Procedures for VBO. Company understands that any security procedures implemented by Bank with regards to VBO Services are for the purpose of verifying the authenticity of the instructions transmitted to Bank by Company (the "Instructions"), and not for the purpose of detecting errors in such Instructions and Bank shall not be liable for any failure to detect errors in any Instruction. Such security procedures include: (i) the use of the Access Codes, (ii) encryption, and (iii) multi-factor authentication. Bank shall not allow access to VBO without the use of the Access Codes. Company agrees that the use of Access Codes will authenticate the identity of each User and verify the Instructions submitted through VBO. Company agrees that such security procedures constitute a commercially reasonable method of providing security against unauthorized access and/or unauthorized Instructions. Company agrees to be bound by any Instruction issued by Company and received and verified by Bank in accordance with such security procedures, regardless of whether or not Company actually authorized the Instructions. Company shall indemnify and hold Bank harmless against any loss suffered or liability incurred by, or arising from, the execution of Instructions in good faith and in compliance with such security procedures.

1.6. Transactions on Business Days. All transaction requests received after the cut-off times established by Bank from time to time, and all transactions which are requested on Saturdays, Sundays, or federal holidays, will be processed on Bank's next Business Day, unless otherwise specified herein or in other TM Documents.

1.7. Secure “Mail”. If Company wants to transmit questions, inquiries, or comments to Bank regarding VBO or the Online Services electronically, Company shall send such communications via the secure “Mail” feature available within VBO. If Company sends Bank “Mail” via VBO, Bank will not be deemed to have received it until the following Business Day or the day Bank actually receives it, whichever occurs later. Further, after receipt, Bank will not take action based on any “Mail” until it has a reasonable opportunity to review and act. Company should not rely on e-mails or secure “Mail” to report matters requiring immediate attention, such as unauthorized transactions or stop payments, as delivery of such correspondence may be lost or delayed. Company should communicate matters requiring Bank's immediate attention in person or by telephone, and follow up such communications in writing, as may be required. Company cannot use e-mail or “Mail” to initiate transactions on its account(s). To initiate transactions, Company must use the appropriate Online Services or call a convenient bank location. Confirmation of any transactions can be obtained from the account statement, through VBO, or by calling Bank directly.

2. Online Services. The Online Services described herein are subject to the general terms, the terms of the VBO Services and the additional terms and conditions applicable to such Services as set for the elsewhere in this Agreement.

2.1. Deposit Reporting Services. Deposit Reporting Services is comprised of several services. Standard Deposit Reporting provides Company balance and recent activity reporting of the Online Accounts. The balance or recent activity provided may differ from Company’s records because it may not include deposits in process, outstanding checks, or other withdrawals, payments, charges, or transactions. Any Authorized Persons, the Primary Administrator, or those Users given access to the Deposit Reporting Services may access such reporting online via VBO or may be provided such reporting in person or over the phone. Company may also access Archived Reporting.

2.2. e-Statements. By enrolling for e-Statements, Company consents to stop mail delivery of its paper account statement and other notices, and to receive e-Statements and other notices (including any modifications to the terms, conditions, or fees of any applicable account agreement) regarding Company’s Online Accounts electronically only. Company agrees that posting the notices and/or modifications online, has the same effect as mailing them to Company. Each e-Statement, together with any legal notice about Company’s Online Accounts, and copies of the related items will remain available online at least twelve (12) months. Company may also print or download the e-Statements. There is no charge for e-Statements. If Company receives a combined statement for one or more accounts, once Company selects to view any of these account statements online, all other referenced, related or linked accounts will be available only online. To view account statements and other electronic notices online, Company only needs the same hardware and software used for VBO. Company’s statements and other electronic disclosures will be provided as a PDF file. To access and retain a PDF file, Company will need to have a suitable version of Adobe Acrobat Reader. Images of any checks and other items Company currently receives will be included as part of the e-Statement. Company may elect to withdraw its consent to e-Statements and electronic notices at any time by providing written notice to Bank. If Company elects to withdraw its Consent, Company agrees that charges may apply for paper copies.

2.3. E-mail Alerts. Bank will send certain Bank required and optional User selected alerts to the e-mail address provided by each VBO User. Each User can change the e-mail address for these alerts at any time within VBO. In addition, Bank may deliver messages relating to the Online Services, responses to payment inquiries, or responses to Company service inquiries directly within VBO with an alert delivered to the e-mail address on file for the User. Bank will not, however, include any account numbers, access codes or similar non-public personal information in any e-mail response to a User. If, for any reason the User’s e-mail address changes or becomes disabled, it is User’s responsibility to notify the Bank in writing, so that Bank can continue to provide the User with automated alerts.

2.4. Mobile Device Alerts. Each User may elect to receive certain Bank required and optional User selected alerts and other notifications to any mobile device number established by a User. Such activities may include, but are not limited to, providing account alerts, confirming account activity, servicing, or for any other purpose as provided in this Agreement. Company may turn off this option at any time from within VBO. Fees for text messages from the User’s cellular phone provider may apply and Company is solely responsible for the same. By electing to receive Mobile Device Alerts, or any other mobile phone communications, Company expressly agrees that Bank may send to Company SMS messages, calls and messages, including, but not limited to, prerecorded and artificial voice, text, and autodialed calls and messages, from Bank, its agents, representatives, affiliates or anyone calling on Bank’s behalf at the specific number(s) Company provides to Bank, or numbers Bank can reasonably associate with Company’s account (through skip trace, caller ID capture or other means). Company certifies, warrants and represents that the telephone numbers that it provides to Bank belong to Company or are otherwise expressly authorized contact numbers. Company represents that it is permitted to receive calls at each of the telephone numbers it provides to Bank. Company agrees to promptly alert Bank whenever Company stops using a telephone number. To withdraw Company’s consent, Company must notify Bank in writing that it is withdrawing its consent to receive calls and messages as described in this paragraph. Such notice must expressly refer to this Agreement to be effective as withdrawal of consent.

2.5. Internal Transfers Services. Company may use the Internal Transfers Services to make one-time or scheduled transfers (future or recurring) to and from the Online Accounts. Company agrees that Bank: (i) may treat any such funds transfer from an Online Account the same as a duly executed written withdrawal, transfer, or check; and (ii) may treat any such funds transfer to an Online Account the same as a deposit by cash or check, all in accordance with the terms of this Agreement and any agreements, disclosures, and authorizations governing Company’s Accounts.

2.5.1. Limitations on Internal Transfers. Company’s ability to initiate Internal Transfers between its Online Accounts may be limited by federal law or by the terms of any agreements, disclosures, and authorizations governing Company’s deposit and loan accounts. You may not make more than six transfers or withdrawals during any calendar month or statement cycle from any one savings account or money market account held with Bank. Internal Transfers from Online Accounts that are savings or money market deposit accounts are limited as required by federal regulation in effect at the time a transfer is initiated. Company agrees that Bank may, without notice or other obligation to Company, for security reasons or as otherwise expressly provided in this Agreement, or in any agreements, disclosures, and authorizations governing Company’s Accounts, may refuse to make any funds transfer. The maximum dollar limit on any Internal Transfer is the available balance, and/or credit line or overdraft courtesy available to Company.

2.5.2. Posting of Internal Transfers. With regard to Internal Transfers between Company’s Online Accounts, all funds transfer instructions must be received on or before the cut-off time established by Bank from time to time. Instructions received prior to the cut-off time will be posted to Company’s Account the same day. Instructions received after the cut-off time or at any time on a Saturday, Sunday, or any federal holiday, will be considered as having been received the next Business Day.

2.5.3. Cancellation of Internal Transfers. Company understands that current day Internal Transfers from its Online Accounts cannot be cancelled after they have been entered into VBO and the information has been transmitted to Bank.

2.6. Stop Payment Services. Stop Payment Services allow Company to place stop payment instructions on a single check item. Reasonable notification of a stop payment must be given at least twenty-four (24) hours prior to the relevant item being presented for payment. The stop payment fee applicable to a stop payment order initiated electronically will apply to each stop payment request. Stop payment orders whether oral, written, or electronic, will be in effect for a period of six (6) months. If requested by Bank, Company will confirm any oral stop payment order in writing within twenty-four (24) hours. After six (6) months, any stop payment will terminate and must be renewed in order to continue in effect. Bank may pay any item that is presented following the lapse of any stop payment order. Company agrees to hold Bank harmless and indemnify it against any loss, expense, or cost incurred resulting from Bank’s refusal to pay any item upon which Company places a stop payment request. Company may also cancel a previously placed stop payment instruction by contacting customer service or a bank representative. Stop payment requests initiated through VBO may not be cancelled via VBO.

2.7. Deposit Retrieval Services. Company may retrieve and view online images of items within a deposit set. Deposit types include: Remote Capture Deposits, Mobile Deposits, and Branch Deposits. Company may view and/or print front and back of images available in accordance with the provisions and security procedures for access to VBO.

2.7.1. No Guarantees. Bank will use its best efforts to process and provide retrieval access to images of deposit items for which images are available and may also be accessed via the transaction archive. Bank does not, however, guarantee that Company will be able to retrieve and view all images at all times. Company acknowledges that the archive system may not be accessible from time to time or a retrieval request may not be completed. Company acknowledges that there exist many reasons and causes that certain images may not be available for retrieval or that certain items may not adequately process for image viewing, including, but not limited to: (i) an item bearing a deficient MICR line that does not post; and (ii) errors based on account or routing number information. Bank shall have no liability or obligation for Company’s inability to retrieve one or more images at any time.

2.7.2. Image Quality. Company acknowledges that the visual quality of a retrieved image depends on the visual quality of the item from which the image was created. The darkness, tint, tone, and clarity of both written and background characters contained in the original source item or document affects directly the quality of the image created. Bank shall have no responsibility or obligation to enhance or improve the visual quality of any image based on the condition or visual quality of the original source item or document.

2.8. Loan Services. Loan Services allow Company to: (i) obtain information (including transaction history and account balances) on any loan or line of credit account that Bank has allowed to be included in VBO; (ii) make regular payments or principal only payments on the same, if permitted from the Online Accounts; and (iii) if available, request advances on the same (if the advance request is approved) and transfer the advanced funds to an Online Account that is accessible through the Online Services.

2.9. QuickBooks®, Quicken®, Microsoft® Money Interface Services. QuickBooks®, Quicken®, Microsoft® Money Interface Services allows Company to download banking transactions and balances into QuickBooks®, Quicken®, and Microsoft® Money. To access this Service, Company must have the QuickBooks®, Quicken®, or Microsoft® Money software, the version of which must be compatible with this Service and which may change from time to time, installed on its computer. Bank does not provide and is not responsible for providing QuickBooks®, Quicken®, or Microsoft Money® to Company. Company understands and agrees that Bank has no responsibility or obligation with respect to the operation, functioning, maintenance, servicing or any other issues that Company may encounter with its use of QuickBooks®, Quicken®, or Microsoft® Money. Further, Bank makes no guarantees that the information will be downloaded accurately and is not responsible for any downloading errors that may occur. Company bears the sole responsibility to verify the accuracy of the downloaded information. Further, Company agrees that Bank shall have no liability for any losses or damages arising from or resulting, directly, or indirectly, from Company’s use of QuickBooks®, Quicken®, or Microsoft® Money. QuickBooks® and Quicken® are registered trademarks of Intuit, Inc., registered in the United States and other countries. Microsoft® Money is a registered trademark of Microsoft Corporation, registered in the United States and other countries

2.10. Remote Deposit Capture Services, Mobile Deposit Capture Services, Wire Transfer Services, Automated Clearing House (“ACH”) Services, Positive Pay Services, Account Reconciliation Services, Target/Zero Balance Account Services, and Bill Payment Services are also available through VBO and are subject to the general terms, the specific terms for VBO, and the additional terms for each such Service described in the separate section under this Agreement.

3. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT NEITHER BANK NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS OR VENDORS (COLLECTIVELY, INCLUDING BANK, “PROVIDERS”) SHALL HAVE ANY LIABILITY FOR ANY LOSS, DAMAGE, CLAIM, JUDGMENT, PENALTIES, COSTS, OR EXPENSES (COLLECTIVELY, “DAMAGES”) ARISING OUT OF OR THAT COMPANY OR ANY THIRD-PARTY ASSERTS OR SUSTAINS AS A RESULT OF: (I) COMPANY’S USE OF VBO OR THE ONLINE SERVICES, WHICH SHALL INCLUDE USE BY ANY AUTHORIZED PERSON, PRIMARY ADMINISTRATOR, USER, OR OTHER PERSON TO WHOM ACCESS CODES WERE PROVIDED OR WHOM COMPANY PERMITTED TO USE THE ONLINE SERVICES; (II) ERRORS OR DELAYS (SO LONG AS BANK ACTED IN ACCORDANCE WITH THE TERMS HEREOF); (III) ANY TRANSACTION OR ACTIVITY PERFORMED IN COMPLIANCE WITH COMPANY’S INSTRUCTIONS OR DIRECTIONS OR FOR COMPANY’S BENEFIT; (IV) BANK’S ACTION OR INACTION IN RELIANCE UPON ANY INFORMATION RECEIVED FROM ANY PERSON REASONABLY BELIEVED BY BANK TO BE AN AUTHORIZED PERSON; (V) BANK’S REFUSAL TO COMPLETE A TRANSACTION BASED ON ITS GOOD-FAITH BELIEF THAT THE TRANSACTION MAY BE UNAUTHORIZED; (VI) ANY TRANSACTION, INQUIRY OR ACTIVITY INITIATED USING APPLICABLE SECURITY PROCEDURES AND/OR ACCESS CODES; (VII) COMPANY’S BREACH OF ANY TERM OR CONDITION IN THE AGREEMENT; (VIII) COMPANY’S FAILURE TO REPORT ANY ERROR, DISCREPANCY OR OTHER UNAUTHORIZED TRANSACTION WITHIN THE APPLICABLE TIME PERIOD; (IX) COMPANY’S FAILURE TO REPORT A BREACH OF CONFIDENTIALITY OF SECURITY PROCEDURES; (X) THE WILLFUL MISCONDUCT, NEGLIGENCE, ACTION OR OMISSION ON THE PART OF COMPANY OR ANY INDIVIDUAL AUTHORIZED BY COMPANY TO ACT ON COMPANY’S BEHALF; OR (X) ANY COURT ORDER WHICH PROHIBITS WITHDRAWALS OR TRANSFERS, SUCH AS A GARNISHMENT, LEVY OR OTHER LEGAL PROCESS. IN NO EVENT SHALL ANY PROVIDER BE LIABLE TO COMPANY OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR DAMAGES. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF THE FOREGOING TERMS, IF BANK REIMBURSES OR PAYS COMPANY FOR ANY DAMAGES IN CONNECTION WITH ANY TRANSACTION UNDER THIS AGREEMENT, COMPANY AGREES THAT AS A CONDITION PRECEDENT TO SUCH REIMBURSEMENT, COMPANY MUST TRANSFER ALL OF ITS RIGHTS RELATING TO SUCH TRANSACTION OR CLAIM TO BANK AND TO ASSIST BANK IN ANY EFFORTS OR LEGAL ACTIONS THAT BANK MAY TAKE TO RECOVER THOSE AMOUNTS FROM ANY THIRD-PARTY.

REMOTE DEPOSIT CAPTURE

Remote Deposit Capture enables Company to make check deposits to designated Vantage Bank Texas business accounts owned by the Company directly from their place of work. The deposits are made through equipment provided by, installed by, and serviced by the Bank. The Bank will also provide instructions and train Company and its designees on proper use of the equipment and its connectivity to Vantage Business Online. Remote Deposit Capture essentially removes the need to travel to the Bank to deposit checks and permits the Company to bank more conveniently.

1. RDC Services. The RDC Services permit Company to make deposits to Company’s checking, savings, or money market savings accounts designated in the Service Request from remote locations by scanning its checks and electronically transmitting a digital image of its paper checks to Bank or Bank’s designated processor. The images of original checks may be converted to “substitute checks,” an “electronic representation of an original check,” or an “electronic representation of a substitute check” as such terms are defined in the Check Clearing for the 21st Century Act (“Check 21”) and Federal Reserve Board Regulation CC (“Regulation CC”), for deposit with Bank and for processing and presentment to a collecting or paying financial institution.

1.1. Eligible Items for Deposit. Company agrees to scan and deposit only “checks” as that term is defined in Regulation CC. Company agrees that the image of the check transmitted to Bank shall be deemed an “item” within the meaning of Articles 3 and 4 of the UCC. For purposes of this Agreement, “check” (as defined in Regulation CC) means a negotiable demand draft that is drawn on: (i) or payable through a bank; (ii) a Federal Reserve Bank or a Federal Home Loan bank; (iii) the Treasury of the United States; or (iv) a state or local government that is not payable through a bank. For purposes of this Agreement “item” (as defined in Article 4 of the UCC) means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment for ACH or wire transfers. The dollar amount, as well as the amount of deposits transmitted by Company on a single Business Day, shall not exceed the limits, as approved by Bank.

1.2. Ineligible Deposits. Company understands and agrees that it will not deposit the following items using the RDC Services: (i) any third-party check, i.e., any item that is made payable to another party and then endorsed to you by such party (solely at Banks discretion, exceptions may be made, requiring completion of Remote Deposit Services Agreement Addenda); (ii) any check payable to two or more persons jointly, not alternatively, unless deposited into an account jointly owned by all payees; (iii) any item that is drawn on the same account in which the deposit is being made; (iv) any item that contains evidence of alteration to the information on the check; (v) any item for which Company is aware of any facts or circumstances that may impair the collectability of that item; (vi) any check previously converted to a “substitute check,” as defined in Regulation CC; (vii) checks payable on sight or payable through Drafts, as defined in Regulation CC; (viii) any item drawn on or issued to you by a financial institution in a foreign country; (ix) any items that are remotely created checks, as defined in Regulation CC; (x) any item that is “stale dated” more than six (6) months prior to the date of deposit; (xi) any item that is “post-dated” after the date of deposit; (xii) any item stamped “nonnegotiable” (whether stamped in print or as a watermark); (xiii) any item that has been redeposited or returned such as “nonsufficient funds” or “refer to maker” or returned for any other reason; (xiv) any item that is incomplete, inaccurate or illegible; (xv) any item that does not include all necessary endorsements; (xvi) items for which the Company is not a holder in due course; (xvii) any duplicate items; (xviii) cash; and (xiv) traveler’s checks or savings bonds. Deposits of this nature may result in the immediate termination of the RDC Services and a decline of the deposit or an immediate reversal of the transaction or credit to your account. A reversal means the amount of the item(s) deposited will be removed from your account and will reduce your account balance. The reversal may also result in a negative balance on your account and account fees may be incurred

1.3. Check Requirements. Any image of a check that Company transmits to Bank must accurately and legibly provide all of the information on the front and back of the check at the time of presentment to Company by the drawer. Company agrees to follow any and all other procedures and instructions for use of the RDC Services as Bank may establish from time to time. The digital image of the check transmitted to Bank using the RDC Services must accurately and legibly provide, among other things, the following information: (i) the information identifying the drawer and the paying bank that is preprinted on the check, including complete and accurate MICR information and the signatures; and (ii) other information placed on the check prior to the time an image of the check is captured, such as any required identification written on the front of the check and any endorsements applied to the back of the check. The image quality of the check must comply with the requirements established by the American National Standards Institute (“ANSI”), the Board of Governors of the Federal Reserve Board, including the requirements under its Regulation CC, or any other regulatory agency, clearing house or association. The image may be rejected for quality purposes if it does not meet required criteria. Receipt of the image does not guarantee Bank will accept the image.

1.3.1. Endorsements. Company agrees to restrictively endorse any item transmitted through RDC Services as “FOR REMOTE DEPOSIT ONLY, TO VANTAGE BANK TEXAS, ACCOUNT #________ AND SIGNATURE, or as otherwise instructed by Bank. Deposits must comply with the restrictive endorsement requirements to be processed using the RDC Services. Endorsements must be made on the back of the item within 1 ½ inches from the top edge, although Bank may, at is sole discretion, accept endorsements outside this space. Company’s endorsement must include the signature of an authorized signatory. Company agrees and understands that any loss incurred from a delay or processing error resulting from an irregular endorsement or other markings by Company will be the Company’s sole responsibility. A check payable to two payees must be endorsed by both payees.

1.4. Receipt of Items. Upon receipt of the digital image of the check, Bank may review the check image for acceptability and will convert items meeting Bank’s requirements into substitute checks to facilitate the deposit and collection of such items. Company understands and agrees that electronically transmitting a digital image of a check does not constitute receipt by Bank. Company understands that, in the event Company receives a notification from Bank confirming receipt of an image, such notification does not mean that the image contains no errors or that the item will be accepted. Bank is not responsible for any image that Bank does not receive and is not liable for any loss or failure to collect that results from an inaccurate or illegible check or checks that fail to meet all required criteria. Following receipt of the image, Bank may process the image by preparing a “substitute check” or by other means. Notwithstanding anything to the contrary, Bank reserves the right, within its sole discretion, to accept or reject any item for remote deposit into Company’s Account and, in the event Bank rejects an item for remote deposit, Company understands and agrees that Company must deposit the original item at a bank branch or ATM. Company understands and agrees that even if Bank does not initially reject an item that Company deposits through the RDC Services, Bank may return the substitute check that Bank created because, among other reasons, the paying bank deems the electronic image illegible. Bank’s failure to reject such an item shall not limit Company’s liability to Bank. Company understands that any amount credited to Company’s Account for items deposited using the RDC Services is a provisional credit and that Bank shall be entitled to revoke the same without prior notice if the substitute check is rejected or returned to Bank. Company agrees to indemnify Bank against any loss that Bank suffers because of Bank’s acceptance of the remotely deposited check.

1.5. Rejection of Deposits. Bank is not liable for any service or late charges levied against Company due to Bank’s rejection of any item that Company attempts to deposit using remote deposit. In all cases, Company is solely responsible for any loss or overdrafts plus any applicable fees to Company’s Account due to an item being returned. For items that are returned unpaid, a notice will be sent to Company. With respect to any item that Company transmits to Bank for remote deposit that Bank credits to Company’s Account, in the event such item is dishonored, Company authorizes Bank to debit the amount of such item from any of Company’s Accounts.

1.6. Deposit Limits. Bank may establish limits on the dollar amount and/or number of items or dollar amounts deposits from time to time. If you attempt to initiate a deposit in excess of these limits, Bank may reject your deposit. If Bank permits Company to make a deposit in excess of these limits, such deposit will still be subject to the terms of this Agreement, and Bank will not be obligated to allow such a deposit at other times. Daily and monthly deposit limits may vary for users of other services with the Bank.

1.7. Check Retention and Destruction. Upon Company’s receipt of a confirmation from Bank that Bank has received the image of an item, Company agrees to prominently mark the item as “Electronically Presented” along with the date of electronic presentment to ensure that it is not re-presented for payment. Company agrees to securely store each original check that it deposits using the RDC Services for a period of thirty (30) days after transmission to Bank in order to verify settlement and credit or to balance periodic statements. After such period expires, Company agrees to destroy the original check. Company understands and agrees that Company is solely responsible for any loss caused by its failure to secure an original check. Company agrees never to represent a previously deposited check. During the retention period, Company will promptly provide to Bank any retained check, or a sufficient copy of the front and back of the check, as requested, to assist Bank in the clearing and collection process, to resolve claims by third-parties with respect to any check, or for Bank’s audit purposes. If Company is unable to provide a sufficient copy of the front and back of the check, Company agrees that it will be solely liable for any unresolved claims by third-parties.

1.8. MICR Repair Capability. Company shall be given the capability to manually correct MICR information on an item that did not transmit accurately or legibly when scanned. Company agrees to be solely responsible for any loss or damages that may result from Company’s manual entry and agrees to hold harmless and indemnify Bank for any actions taken by Bank in reliance on Company’s manual entry.

2. Processing, Transmittal, and Settlement by Bank. Unless an item is rejected, Bank shall process items received from Company, transmit such deposits to Bank’s correspondent Federal Reserve Bank, and settle for such deposits in accordance with the terms hereof. All deposits using RDC Services should be received by Bank on a Business Day prior to the cut-off time established by Bank from time to time. If deposits are not received on a Business Day or by the applicable cut-off time, Bank cannot guarantee that deposits will be processed that day. Bank may accept these deposits and they will be forwarded to the Federal Reserve Bank no later than Bank’s next regularly scheduled delivery time. Bank shall give provisional credit as provided herein and in its funds availability policy, as amended from time to time, and subject to revocation of credit for deposits as allowed by applicable law.

3. Equipment and Hardware and Software Requirements. To use the RDC Services, Company must obtain and maintain, at its sole expense, compatible equipment, hardware, software, and telecommunication services as specified by Bank from time to time. Company is solely responsible for electronically transmitting deposit items, accessing the RDC Service, and for maintaining its equipment, whether such equipment is purchased or provided by Bank. Company will be responsible for the payment of all telecommunications expenses associated with its use of the RDC Services. Bank makes no representations or warranties and has no responsibility or liability for providing or servicing any equipment, hardware, software or services for Company. Further, Bank is not responsible for any third-party software Company may need to use the RDC Services. Any such third-party software is accepted by Company “AS IS” and is subject to the terms and conditions of the software agreement Company enters into directly with the third-party software provider at time of download and installation. Company agrees to complete any changes and/or upgrades to the system as required by Bank within thirty (30) days of such request, or such earlier time as Bank may require from time to time.

4. Security Procedures. Company shall comply with the security requirements established by Bank from time to time with respect to deposits transmitted by Company to Bank. Company acknowledges that the purpose of any such security procedure is for verification of authenticity and not to detect errors in transmission or content of a deposit. Company is strictly responsible to establish and maintain the security protocol to safeguard against unauthorized transmissions. If a deposit received by Bank alleges to have been transmitted or authorized by Company, it will be deemed effective as Company’s deposit and Company shall be obligated to Bank for the amount of the deposit. In the event the deposit was not authorized by Company, Company will be liable for the amount of the deposit, provided Bank accepted the deposit in good faith and acted in compliance with any applicable security procedures. If a deposit received by Bank is erroneous in any manner and was transmitted or authorized by Company, Company shall reimburse Bank the amount of the deposit, whether or not Bank complied with any applicable security procedures with respect to that deposit. Reimbursement may be accomplished by Bank initiating a chargeback to Company’s Account.

5. Ownership and License. Company agrees that Bank retains all ownership and proprietary rights in the RDC Services, associated content, technology, and website(s). Company may not copy, reproduce, distribute or create derivative works from the content and agree not to reverse engineer or reverse compile any of the technology used to provide the RDC Services. If Bank provides any software to Company in connection with the RDC Services, Company may use that software on any Company owned and operated machine. The software may not be provided to any other person (even if such person is an agent of Company) without the prior written consent of Bank. The release of software to a Company’s agent will be dependent upon the agent’s agreement to contractual terms deemed acceptable by Bank.

6. Errors. Any remote deposits made through the RDC Services will be reflected on Company’s monthly periodic account statement. Company agrees to review its statements (whether e-Statement or paper statements) promptly upon receipt or becoming available on VBO, whichever occurs first, and to report any unauthorized transactions, unauthorized signatures, alterations, forgeries, and/or other errors or discrepancies in accordance with the time period established by the UCC, as amended herein. Unless Company notifies the Bank within such applicable time period, such statement regarding all deposits made through the RDC Services shall be deemed correct, and Company shall be precluded from bringing a claim against the Bank for such alleged error.

7. Errors in Transmission. By using the RDC Services, Company accept the risk that an item may be intercepted or misdirected during transmission. The Bank bears no liability to Company or others for any such intercepted or misdirected items or information disclosed through such errors.

8. Cooperation with Investigations. Company agrees to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of Company claims, including by providing to us, upon request and without further cost, any originals or copies of items deposited through the Services in your possession and your records relating to such items and transmissions.

9. Company’s Warranties. Company makes the following warranties and representations with respect to its use of the RDC Services and each image of an original check Company transmits to Bank using the RDC Services: (i) the drawer of the check has no defense against payment of the check; (ii) the original check contains all necessary endorsements; (iii) the amount, the payee, signature(s), and endorsement(s) on the original check are legible, genuine, and accurate; (iv) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated, without any alteration, and the check image contains a record of all MICR line information required for a substitute check and the amount of the check, and the check satisfies all of the requirements of Check 21 and Regulation CC; (v) each check that Company submits to Bank for deposit will not be presented again or resubmitted in any format to Bank or to any other person or financial institution for payment resulting in the same drawer’s account to be debited twice or the Bank being charged twice; (vi) other than the digital image of an original check that Company remotely deposit through the RDC Services, there are no other images of the original check; (vii) each original check was authorized by the drawer in the amount stated on the original check and to the payee stated on the original check; (viii) the information Company provided in the Service Request is true and correct and, in the event any such information changes, Company will immediately notify Bank of the change; (ix) Company has not knowingly failed to communicate any material information to Bank; (x) Company will securely retain possession of each original check deposited using the RDC Services for the required thirty (30) day retention period and neither Company nor any other party will resubmit the original check for payment; (xi) Company will not use the RDC Services and/or its accounts for any illegal activity or transactions; (xii) files and images transmitted to Bank will contain no viruses or any other disabling features that may have an adverse impact on Bank’s network, data, or related systems, and (xiii) each check Company submits for deposit is drawn in United States dollars on a financial institution located within the United States, excluding its territories. Moreover, Company warrants and represents that it will complete and comply with Bank’s initial and annual training requirements and shall sign and return any certification required by Bank promptly. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney’s fees, arising directly or indirectly from a breach of the warranties in this section, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.

10. Transfer Warranty Indemnities. In the case of transfers for collection or payment, Bank makes the following warranties to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer: (i) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check; and (ii) the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original such that the warrantee will be asked to make payment based on a check it has already paid. In the case of transfers for return, Bank makes the same warranties to the transferee returning bank, any subsequent returning bank, the depository bank, and the owner. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney’s fees, arising directly or indirectly from a breach of the warranties in this section, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.

11. Second Presentment Indemnity. In providing the RDC Services to Company, Bank is required to indemnify a depository bank that accepts the original check from which an electronic image of a check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney’s fees, arising directly or indirectly from or related to such depository bank indemnity obligation, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.

12. Electronically Created Item Indemnity. If Company transfers or presents an “electronically created item” and receives settlement or other consideration for it, the Bank is required to indemnify each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank, against losses that result from the fact that (i) the electronic image or electronic information is not derived from a paper check; (ii) the person on whose account the electronically created item is drawn did not authorize the issuance of the item or to the payee stated on the item; or (iii) a person receives a transfer or presentment, or return of, or otherwise is charged for an electronically created item such that the person is asked to make payment based on an item or check it has paid. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney’s fees, arising directly or indirectly from or related to such electronically created item, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.

13. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT BANK SHALL NOT BE LIABLE FOR ANY LOSSES, OR DAMAGES, PROXIMATELY CAUSED BY OR ARISING FROM: (I) COMPANY’S USE OF THE RDC SERVICES; (II) THE PROCESSING OF ANY CHECK IMAGES OR SUBSTITUTE CHECKS TRANSMITTED TO BANK BY COMPANY; AND (III) COMPANY’S USE OF THE MICR REPAIR FEATURE; OR (IV) COMPANY’S FAILURE TO RETAIN, SECURE, AND DESTROY ORIGINAL CHECKS DEPOSITED USING THE RDC SERVICES.

MOBILE DEPOSIT CAPTURE

Company may request Mobile Deposit Capture, which allows Company to use a compatible camera-enabled smart phone or device (“Mobile Device”) to make deposits to Company’s checking, savings, or money market savings accounts from home or other remote locations.

1. Mobile Deposit Services. The mobile deposit capture services ("Mobile Deposit Services") are designed to allow Company to scan original paper checks or other deposit items and electronically transmit a digital image of the same to Bank or Bank’s designated processor for deposit. Images submitted to Bank electronically for deposit are not deemed received until Bank accepts and confirms receipt of the deposit.

2. Limitations of Mobile Deposit Service. Bank will use reasonable efforts to make the Mobile Deposit Services available for Company’s use on a continuous basis. When using the Mobile Deposit Services, Company may experience technical or other difficulties. Bank will attempt to post alerts on its website or to notify Company of these interruptions in service. To the extent Company experiences technical difficulties using the Mobile Deposit Services, Company agrees to transport or mail the originals of all checks to the closest Bank location. Bank will not assume responsibility for any technical or other difficulties or any resulting damages that Company may incur. Some of the Mobile Deposit Services have qualification requirements, and Bank reserves the right to change the qualifications at any time without prior notice. Bank reserves the right to change, suspend or discontinue the Mobile Deposit Services, in whole or in part, or Company’s use of the Mobile Deposit Services, in whole or in part, immediately and at any time without prior notice to Company. In no event, shall Bank be liable to Company for unavailability of Mobile Deposit Services, or Company’s inability to access Mobile Deposit Services or to execute functions of Mobile Deposit Services.

3. Mobile Device Requirements. In order to use the Mobile Deposit Services, Company must obtain and maintain, at Company’s expense, a mobile device that supports 128-bit encryption. Company must download, install and use certain systems and programs developed by Bank, its licensors, or other third parties. Bank will not be responsible for any damage to Company’s mobile device(s) resulting from those activities, and Company will be engaging in those activities at its own risk. Company is responsible for obtaining its own mobile communications service provider. Bank is not responsible for any third-party software or related agreements Company may need to use the Mobile Deposit Services. Company must request access to and qualify, and/or Bank must approve Company’s request, to use the Mobile Deposit Services.

4. Other Terms and Conditions. Company understands and agrees that all other requirements, standards, warranties, indemnities, limitations, and other terms and conditions that apply to the RDC Services also apply to Mobile Deposit Services, and Company agrees to abide by and be bound thereby. Company further understands and agrees that the specific terms of Mobile Banking Services contained in this Agreement, and any other agreements, terms and conditions applicable to the Mobile Banking Services and the Mobile App are incorporated herein by reference and apply to Mobile Deposit Services, and Company agrees to abide and be bound thereby.

WIRE TRANSFER SERVICES

Both domestic and international outgoing wire transfers may be requested by Company through a variety of channels provided by Vantage Bank Texas. Company may execute an outgoing wire directly through Vantage Bank Online. Company may also contact the Bank to request that an outgoing wire be executed on their behalf. Company may do so by visiting any one of our branch locations, by fax, or by email.

Our expert service team will provide instructions and training as to the wire transfer request process both manually and through Vantage Business Online. Our team is available to assist with any questions or issues when executing a wire transfer.

1. Wire Transfer Services. Company may request funds transfers by wire (“Wire Transfer”) manually (in-person, fax, or e-mail) or online through VBO. The term “Wire Transfer” shall not be deemed to include transfers made through the Automated Clearing House (“ACH”) system within the United States, as defined by the NACHA Rules as those rules may be amended from time to time. Company may request the following types of Wire Transfers: (i) “Domestic Wire” which means a Wire Transfer that will not go outside of the United States and will be in U.S. dollars; (ii) “International Wire” which means a Wire Transfer that will be credited to an account outside the United States and may be sent in U.S. Dollars or a currency other than U.S. Dollars; or (iii) “International Wire Through an Intermediary Bank” which means an International Wire that has instructions that route the Wire Transfer through a U.S. domestic bank as an intermediary before being sent to the international receiving bank, and can only be made in U.S. Dollars. All types of Wire Transfers may be requested manually, but only Domestic Wires and International Wires Through an Intermediary Bank sent in U.S. dollars and received in U.S. dollars can be requested through VBO. Wire Transfers may be requested manually or in VBO using single-use Wire Transfer entry or template-based Wire Transfers (which may be saved for future use). To the extent future date wires or recurring wires may be requested manually or in VBO, Bank shall have sole discretion in whether to allow the same.

1.1. Wire Transfer Authorization. Company authorizes Bank to receive, execute, and charge Company’s Account for all Wire Transfer requests or related instructions received manually (in-person, fax, or e-mail) or online through VBO, when such requests or related instructions purport to be received from an Authorized Person in compliance with security procedures described herein and in other TM Documents, as may be amended from time to time. Wire Transfer requests may request to transfer funds from any and all of Company’s designated Online Accounts, to any account maintained by Company or any third-party designated in the Wire Transfer request, whether the receiving account is at Bank or at any other financial institution, in accordance with the terms hereof. Company may also request draw-down Wire Transfers or reverse Wire Transfers. Company acknowledges and understands that the origination of a Wire Transfer must comply with the provisions of Regulation J of the U.S. Federal Reserve Board.

1.2. Processing Wire Transfer Requests. Company agrees to submit Wire Transfer requests and related instructions in the format required by Bank for manual and/or online Wire Transfer requests. Wire Transfer requests shall be required to include the minimum information required by the “Travel Rule,” including, but not limited to, originator's name/address, amount of payment order, date of payment order, beneficiary's name/address, originating bank name/ID/branch code, foreign correspondent bank name/ID/branch code, receiving bank name/ID/branch code, and reason for payment, or any other applicable regulations. Wire Transfer requests that do not meet Bank’s requirements may be refused or declined. Bank, may, in its sole discretion, act upon any oral or written notice which it reasonably believes to be from any Authorized Person; provided, however, Bank is under no obligation to act upon oral notice, and if Bank elects to act upon oral notice, Company agrees to confirm such request in writing to Bank within twenty-four (24) hours. Bank may, in its sole discretion, execute a Wire Transfer through any of the following means: FIS eWire, Fiserv Wire Manager, Payplus, the Federal Reserve FEDWIRE, through a correspondent bank, through any intermediary bank, the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), TELEX, computer terminal, or any other commercially reasonable means. Bank shall be under no obligation to make any Wire Transfer of an amount in excess of the available balance in Company’s Account. Company shall be liable for any funds transferred upon Company’s instructions, whether or not such amount exceeds the available balance in Company’s Account or creates an overdraft and shall also be responsible for any overdraft or other fees that may be applicable. Bank may, in its sole discretion, require Company to hold sufficient available funds in its Account for at least twenty-four (24) hours prior to a requested Wire Transfer before Bank will execute a Wire Transfer to transfer such funds from Company’s Account. Bank, in its sole discretion, may refuse to accept or execute a Wire Transfer request if Company does not retain sufficient funds in its Account for at least twenty-four (24) hours immediately prior to the requested time of the transfer.

1.2.1. Bank Acceptance of Wire Transfer Requests. A Wire Transfer request from Company shall be considered accepted by Bank when Bank executes it.

1.2.2. Deadlines. Company acknowledges that Bank maintains deadlines for accepting Wire Transfer requests. Such deadlines are subject to change from time to time at Bank’s sole discretion. If a Wire Transfer request from Company is delivered after the established deadline, it may be executed the next Business Day. Wire Transfers shall be deemed delivered to Bank when any applicable security procedures have been complied with and the submission to Bank is completed in accordance the terms hereof.

1.2.3. Bank Acceptance of Instructions. No instructions or other restrictions limiting Bank's acceptance of a Wire Transfer request from Company shall be effective unless accepted and agreed to in writing by Bank. However, Bank at its option, may elect to act consistently with such instructions or other restrictions which it believes in good faith were made by an Authorized Person.

1.2.4. Transmission. In executing any Wire Transfer request, Bank may utilize such means of transmission as it may reasonably select. Bank may initiate Wire Transfer requests in any order convenient to Bank.

1.2.5. Confirmations. Bank may, but is not obligated to, deliver to Company written confirmation of an executed Wire Transfer request in-person, via e-mail, or through VBO. Whether or not a written confirmation is provided to Company, the periodic account statements provided to Company will shall contain information on all Wire Transfers debited or credited to Company’s Account, and the amounts debited by Bank for the payment of fees or charges for Services hereunder.

1.3. Inconsistent Name and Account Number. Company understands that the numbers assigned to banks and to the accounts of recipients of transfers are critical to the Wire Transfer function. If any Wire Transfer request by Company describes the intended recipient of funds inconsistently by name and account number, Company agrees that payment may be made on the basis of the account number alone, even if that account is not owned by the person or entity named in the Wire Transfer request. If any Wire Transfer request identifies an intermediary bank or the payee’s bank inconsistently by name and identifying number, Company agrees that Bank may rely solely on the identifying number as the proper identification of the intermediary bank or the payee’s bank even if it identifies a bank different from the bank Company identified by name. Company acknowledges and agrees to pay Bank the amount of the Wire Transfer pursuant to a Wire Transfer request executed in accordance hereof, and to reimburse Bank for any losses or expenses Bank incurs as a result of Bank’s reliance on the identifying number provided in the Wire Transfer request.

1.4. Cancellation or Amendment of Wire Transfers. Company may request that Bank amend or cancel any Wire Transfer request or related instruction provided such request is made at a time and in a manner which gives Bank a reasonable opportunity to act on the request before it makes the funds transfer or carries out the instruction as Company originally requested. Bank cannot in any case guarantee that a cancellation request will be given effect. Bank will use its best efforts to comply with a request to cancel a Wire Transfer, but in no event shall be responsible for having acted on the original Wire Transfer request or related instruction.

1.5. Revocation of Transfers. Company has no right to reverse, adjust, or revoke a Wire Transfer request after Bank has executed the Wire Transfer. If Company requests the reversal, adjustment or revocation of a Wire Transfer request, Bank may (but shall not be obligated to) attempt to recover the funds from the transferee using whatever steps Bank may deem appropriate. COMPANY EXPRESSLY AGREES TO INDEMNIFY BANK AGAINST ANY COSTS, EXPENSES, DAMAGES AND LIABILITIES, INCLUDING ATTORNEY’S FEES, WHICH BANK MAY INCUR IN ATTEMPTING TO AFFECT SUCH RECOVERY OF FUNDS. BANK MAKES NO REPRESENTATION OR WARRANTY AS TO ITS ABILITY TO REVOKE OR CANCEL A WIRE TRANSFER ONCE MADE.

1.6. Wire Transfers in Foreign Currency. If Company requests that a Wire Transfer be sent to a foreign country, Company agrees that Bank may send the Wire Transfer in the currency of the receiving financial institution's country at Bank’s buying rate of exchange for U.S. dollar transfers. Company agrees that, if for any reason the Wire Transfer is returned to Bank, Company will accept the refund in U.S. dollars of the amount of the foreign money credit, based on Bank’s current buying rate on the date of the refund, less any charges or expenses to Bank. If Bank does not have current buying rates for the particular foreign currency involved, Bank will use its best efforts to convert the currency promptly through reasonable commercial and/or banking channels, and Company shall pay Bank a reasonable fee for such services. In no event shall Bank be liable to Company for any losses arising from currency conversions effected by Bank in good faith within a reasonable time after receiving funds for conversion. Bank assumes neither risk of loss nor any liability, which any person (including Company) may suffer by reason of foreign currency exchange conversions. Each foreign currency transfer may be executed through a selected correspondent of Bank. The transfer will be assigned a value date, or date of final credit to beneficiary in accordance with the spot date generally used by the foreign exchange market or such other value date specified by the correspondent.

2. Security Procedures. Company and Bank will comply with the security procedures set forth herein and in other TM Documents, as may be amended from time to time, with respect to any Wire Transfer requests made by Company to Bank, whether manually or via VBO. Company agrees that the security procedures reflected herein and in other TM Documents constitute commercially reasonable security procedures for Company in light of Company’s operations and circumstances. Company agrees to be bound by any Wire Transfer request or related instruction, whether or not authorized, issued in its name and accepted by Bank in compliance with the security procedures. Company and Bank each will keep the security procedures and all Access Codes and other security information confidential. Company acknowledges that the purpose of such security procedures is for verification of authenticity and not to detect an error in the transmission or content of any Wire Transfer request. No security procedures for the detection of any such error has been agreed upon between Bank and Company. Bank may change, add, or delete any procedures established pursuant to this Agreement, from time to time, in accordance with the terms of this Agreement.

2.1. Compliance with Security Procedures. If a Wire Transfer request or related instruction received by Bank is or purports to have been made or authorized by an Authorized Person, Company shall be obligated to pay Bank the amount of such Wire Transfer, and related fees, even though the Wire Transfer was not authorized by Company, provided Bank accepted the Wire Transfer request in good faith and acted in compliance with the established security procedures with respect to such Wire Transfer. Moreover, if a Wire Transfer request or related instructions received by Bank was made or authorized by Company or benefited Company , Company shall pay Bank the amount of such Wire Transfer, and related fees, whether or not Bank complied with the established security procedures with respect to that Wire Transfer and whether or not that Wire Transfer was erroneous in any respect or that error would have been detected if Bank had complied with such security procedures.

2.2. Company’s Responsibilities. Company is responsible for: (i) establishing and maintaining procedures to safeguard against unauthorized transmissions through VBO or otherwise in respect of the Wire Transfer Services; (ii) ensuring that no unauthorized individual will be allowed to create, alter or interfere with the delivery or transmission of any Wire Transfer requests or related instructions, or other Company messages and communications; (iii) ensuring proper supervision and safeguards in the use of the Wire Transfer Services and related communications and information; and (iv) the accuracy of any Wire Transfer requests delivered or transmitted to Bank or other messages purporting to have originated by or from Company or any employee or representative of Company . Bank’s records and logging system shall be conclusive evidence with respect to any requests, directions or communications for Services and shall be binding upon Company.

2.3. Notification/Suspension. Company agrees to notify Bank immediately and confirm such notice in writing within twenty-four (24) hours, in the event Company believes security or confidentiality of any aspect of the Wire Transfer Services may have been compromised. The occurrence of unauthorized access will not affect any funds transfers made or initiated in good faith by Bank prior to receipt of such notification and within a reasonable time period to act upon such notification. Bank may, at any time without prior notice, suspend or terminate some or all of the Wire Transfer Services or remove Company from receiving those services or using VBO to prevent any suspected, threatened or continuing unauthorized or erroneous transactions, disclosures, or other communications until the integrity of the system and services is confirmed.

2.4. Telephonic Call-Backs. Bank may, at Bank’s sole discretion, and without liability for failing to do so, call any Authorized Person designated by Company by telephone at the telephone number(s) provided in the Service Request or on record with the Bank to authenticate the Wire Transfer request prior to initiating a transfer. If Bank is unable to reach the authorized person in order to authenticate such Wire Transfer request, Bank may, at Bank’s option, decide to make or reject the Wire Transfer request. In such event, Bank shall not be liable to Company for any loss of any kind arising from Bank’s decision to make or reject the Wire Transfer request.
3. Duties of Bank. Bank will exercise ordinary care to perform the Wire Transfer Services. Bank’s duties are limited to those described herein. Bank will have no duty to accept any requests or related instructions to process any particular Wire Transfer hereunder; if Bank determines not to process a particular Wire Transfer, Bank will promptly notify Company. Bank is entitled to rely on any information or instruction provided by Company. If Bank accepts an instruction to process a Wire Transfer request or related instruction, Bank’s duty is to exercise ordinary care to process the Wire Transfer.

4. Reporting Unauthorized Transactions. Wire Transfers debited or credited to Company’s Accounts will be reflected on wire confirmations (if sent by Bank), via VBO or on Company’s monthly periodic account statement. Company agrees to review wire confirmations (if sent by Bank), transaction posting via VBO or its account statements (whether e-Statement or paper statements) promptly upon receipt or becoming available on VBO, whichever occurs first. If Company fails to notify Bank of any unauthorized transactions, unauthorized signatures, alterations, forgeries, and/or other errors or discrepancies regarding any Wire Transfers within twenty-four (24) hours of Company’s receipt of the wire confirmation or transaction posting, Bank shall be relieved of any and all liability in connection with the Wire Transfer or Wire Transfers reflected in the wire confirmation, or transaction posting. All correspondence relating to a specific Wire Transfer request must include any tracking or Fed reference number assigned to such Wire Transfer. If, upon Company questioning a transaction within the time period agreed upon, it is determined that Bank complied with this Agreement or that Company did not comply with this Agreement, Bank shall be relieved of all liability in connection with the Wire Transfer.

5. Company’s Responsibility to Maintain Wire Templates and Liability for Errors. Company understands and agrees that Company and not Bank shall be responsible for setting up, maintaining, and confirming the accuracy of all Wire Transfer templates that contain Wire Transfer information, including the beneficiary’s information, for all Wire Transfers. Bank will not be liable for any losses or damages resulting from any errors in the Wire Transfer requests or related instructions provided by Company. Company hereby agrees and acknowledges that Bank is not responsible for detecting any error contained in any Wire Transfer request or related instructions. Company shall be solely responsible for any losses or other damages caused by or arising from, directly or indirectly, any errors by Company in the Wire Transfer requests or related instructions. Moreover, Company agrees that Bank will not be liable for acting on any Wire Transfer request or related instruction that was erroneously transmitted by any Authorized Person, regardless of whether Bank followed the security procedures established from time to time.

6. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT BANK SHALL NOT BE LIABLE FOR ANY LOSSES, OR DAMAGES, PROXIMATELY CAUSED BY OR ARISING FROM: (I) INCOMPLETE, INACCURATE OR UNTIMELY INFORMATION PROVIDED BY COMPANY ; (II) ANY TRANSFER THAT IS SENT ACCORDING TO AN AUTHORIZED PERSON’S INSTRUCTIONS OR IN ACCORDANCE WITH THE SECURITY PROCEDURES THAT ARE ESTABLISHED FROM TIME; (III) ANY DECISION BY BANK TO REJECT A WIRE TRANSFER REQUEST OR TO NOT PROCESS WIRE TRANSFER REQUESTS FOR THE REASONS PROVIDED HEREIN; OR (IV) ACTS OR OMISSIONS BY BANK IN CARRYING OUT ITS OBGLIATIONS HEREUNDER, INCLUDING BUT NOT LIMITED TO ACTIONS TAKEN BY BANK IN ACCORDANCE WITH AN AUTHORIZED PERSON’S INSTRUCTIONS TO INITIATE, CANCEL, AMEND, REVOKE OR ADJUST ANY WIRE TRANSFER. COMPANY SPECIFICALLY AGREES THAT THE LIMITATIONS OF LIABILITY IN THE GENERAL TERMS, IN THE VBO SECTION, AND HEREIN, APPLY TO ALL WIRE TRANSFERS, WHETHER CONDUCTED MANUALLY (IN-PERSON, FAX, OR E-MAIL), ONLINE THROUGH VBO, OR OTHERWISE. MOREOVER, BANK WILL NOT BE LIABLE TO THE EXTENT COMPANY RECEIVED THE BENEFIT OF ANY WIRE TRANSFER, EVEN IF SUCH WIRE TRANSFER IS OTHERWISE ERRONEOUS OR UNAUTHORIZAED. MOREOVER, WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF THE FOREGOING, (I) BANK’S LIABILITY WITH RESPECT TO ANY WIRE TRANSFER THAT IS SUBJECT TO CHAPTER 4A OF THE UCC AND/OR REGULATION J OF THE FEDERAL RESERVE BOARD OF GOVERNORS IS LIMITED TO THOSE DAMAGES REQUIRED TO BE PAID THEREUNDER; AND (II) BANK’S LIABILITY WITH REQUEST TO ANY WIRE TRANSFER OTHERWISE WILL NOT EXCEED THE AMOUNT OF THE WIRE, LESS MONIES MITIGATED BY WHATEVER MEANS (INCLUDING, BUT NOT LIMITED TO INSURANCE PROCEEDS AND/OR CRIMINAL RESTITUTION).

AUTOMATED CLEARING HOUSE (ACH) SERVICES

Company can send and request electronic payments in a secure manner to and from other banks through Vantage Bank Texas’ Automated Clearing House (ACH) services. These payments may be received from or sent to third parties through this service and can be executed directly by Company through Vantage Business Online.

Our expert servicing team will provide instructions and training for use of our ACH services. Our team is also available to assist with any questions or issues when using ACH services.

1. ACH Services. “Automated Clearing House Services” means the processing by Bank of instructions of Company of a type designed to originate payments to or from Company’s designated demand deposit account(s) with Bank (the “Account”) from or to the account of an accountholder (the “Receiver”) with a depository institution via electronic debit and/or credit entries (“Entry” or “Entries”) through the ACH Network. In providing ACH Services under this Agreement, Bank agrees to act as an ACH participant in its role as Originating Depository Financial Institution (“ODFI”) with respect to the Entries.

1.1. Operating Rules. All transactions will be governed by NACHA Rules and by the TM Documents executed by Company. Company, as the ACH Originator, shall comply with all NACHA Rules as amended from time to time, as well any other applicable rules or regulations, as amended from time to time, including, but not limited to the Electronic Funds Transfer Act, Federal Reserve Board Regulation E, and Article 4A of the Texas Business and Commerce Code. Among other things, Company must comply with the requirements of the Rules relating to authorizations from Receivers, prenotifications, re-initiation of returned Entries, and corrections and reversals of Entries.

1.2. Other Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the NACHA Rules.

2. Pre-Approval and Underwriting Process. Company agrees and acknowledges that Bank shall provide ACH Services to Company subject to Bank’s prior approval. To obtain approval from Bank, Company is required to undergo Bank’s screening and risk analysis process regarding Company’s proposed ACH operations. In addition, after any initial approval for ACH Services by Bank, Bank shall also, from time-to-time and in its sole discretion (including the occurrence of certain events described herein), undertake additional ACH operations credit and risk analysis monitoring activities that are deemed necessary, in Bank’s sole discretion, while Bank is providing ACH Services to an approved Company. Company agrees to cooperate with Bank regarding any ongoing risk analysis activities by Bank, including providing financial or other documents in a timely manner upon Bank’s request, and taking any risk mitigation or other ACH Entry origination procedures as required by Bank.

2.1. Credit and Risk Criteria. Bank’s ACH Services credit and risk analysis shall be based on certain factors deemed relevant by Bank in its sole discretion, including, but not limited to, the following factors: (i) the credit worthiness, condition and performance of Company , particularly Company’s capital adequacy relative to Company’s ACH activity and volume; (ii) the nature, conduct and geographic location of Company’s business, including whether Company engages in certain high-risk ACH activities or transaction environments, or whether certain "Standard Entry Class" ("SEC") codes that Bank either deems to be high-risk or does not allow are present in Company’s ACH transactions; (iii) the historic level and dollar amounts of Company’s ACH returns, including any return levels or dollar amounts in excess of generally acceptable ACH return levels (as determined by Bank from time to time in its sole discretion), or a sudden increase in Company’s ACH return levels; and (iv) whether Company adheres to all authorization requirements set forth herein and in other TM Documents.

2.2. Material Change in Credit and Risk Criteria Analysis. In the event a Company approved for ACH Services either fails to maintain the minimum credit and risk criteria as required by Bank from time to time, in its sole discretion, or if, in the opinion of Bank, Company undergoes a material change in its operations that Bank believes increases the risk of Company’s ACH operations, then Bank may, in its sole discretion, amend Company’s Risk Exposure Options further described below. In addition, Bank may terminate the ACH Services provided to Company, generally upon prior written notice from Bank, or immediately if Bank deems immediate termination necessary, in Bank’s sole discretion, to comply with the Rules. Events that constitute a material change in a Company’s business operations include, but are not limited to: (i) levels of ACH returns that exceed generally acceptable return levels (as determined by Bank from time to time in its sole discretion); (ii) a significant or sudden increase in Company’s ACH return levels as compared to Company’s historic ACH return levels; (iii) significant changes in the nature of Company’s business, including its product and services lines or transaction environments; or (iv) the occurrence of any other event that Bank believes represents a material change in Company’s operations, performance or condition. Upon learning of any such material change, Bank will inform Company of the issue, and Bank may exercise its right to temporarily suspend Company’s ACH Services in order to investigate the issue.

2.3. Risk Exposure Options. Upon completing the initial analysis of Company’s proposed ACH operations, Bank will establish, in its sole discretion, minimum risk exposure limits and/or risk mitigation requirements for Company. These risk exposure limits and risk mitigation requirements include but are not limited to the following actions: (i) establishing daily and/or multi-day Settlement Limits; (ii) requiring Company to pre-fund their ACH credit activities; (iii) requiring Company to establish a Reserve Account; and/or (iv) requiring a personal guarantee by the owner or owners of Company (collectively, the “Risk Exposure Options”).

2.3.1. Settlement Limits. Bank may establish maximum daily and/or multi-day dollar amounts for ACH file transmissions (“Settlement Limits”) for Company, by giving Company either oral or written notification of the amount of said Settlement Limits, and Bank may refuse to transmit Entries on files which are in excess of Company’s Settlement Limits. Bank may change Company’s Settlement Limits from time to time by giving Company either oral or written notice provided, however, that said Settlement Limits may be changed immediately upon giving telephone notice to Company in the event Company : (i) files or has filed against it a petition in bankruptcy or other laws relating to the relief of debtors; (ii) suspends the transaction of its usual business, dissolves, or transfers to another party a significant portion of its assets; or (iii) is declared to be in default under any other obligation to Bank. To the extent that Company anticipates a need for a one-time increase or permanent increase of any Settlement Limits due to its business needs, Company shall submit a request to Bank at least three (3) Business Days prior to any anticipated transaction. Bank shall retain absolute discretion to review and approve or reject any such request within or outside of this time frame.

2.3.2. Pre-funding of ACH Credit Entries. Bank, at its sole discretion, may require Company to pre-fund its ACH credit transactions (“Pre-funding”). If Bank requires Pre-funding, Company shall deposit and retain with Bank sufficient collected funds to satisfy each requested Entry prior to the Effective Date of the Entry, and for any other period of time that Bank may require from time to time. If Bank requires Pre-funding and Company does not immediately comply with Bank’s request, then such non-compliance shall be grounds for immediate termination of Company’s ACH Services provided by Bank, with such termination being in Bank’s sole discretion. If Company’s Account has sufficient collected funds prior to the Effective Date of each Entry in a file that are at least equal to the total amount of all ACH credit Entries in a file, then the ACH credit Entry file will be released by Bank to the ACH Processor for processing and a hold for the amount of the ACH credit Entry will be placed on the Company’s funds. The hold on the Company’s funds will be released on the Effective Date or Settlement Date to process the ACH credit Entries. If Company does not have the sufficient funds available and on hold in its Account to process all the Entries in the file, then the Entries will not be released to the ACH Processor. If the ACH credit Entry file is not funded or approved before the intended Effective Date, the entire file will be deleted from Bank’s system.

2.3.3. Reserve Account. Upon written notification by Bank, Company shall immediately establish a separate account funded with an amount required to protect Bank against the risks associated with Company’s ACH operations (the "Reserve Account"). Such Reserve Account must be established by the date requested by Bank, and the required Reserve Account amount expressly includes any existing or anticipated Company -related ACH returns, including all fees, costs, fines and penalties assessed against either Company or Bank associated with such Company -related ACH returns. The Reserve Account will not bear interest, and Company will not have any right or interest in the Reserve Account funds; provided that upon satisfaction of all of Company’s obligations under this Agreement, Bank will pay to Company any funds remaining in the Reserve Account no sooner than ninety (90) days after the effective date of termination of Company’s ACH Services pursuant to the Rules and Federal Reserve Board’s Regulation E. Effective upon the establishment of any Reserve Account, Company irrevocably grants Bank a security interest in the Reserve Account and any and all funds in the Account, together with the proceeds thereof. Company also agrees to execute and deliver to Bank such instruments and documents that Bank may reasonably request to perfect and confirm Bank’s security interest and Bank’s right of setoff in the Reserve Account. Company understands and acknowledges that Company’s failure to establish and fund a Reserve Account immediately upon Bank’s request shall be grounds for immediate termination of Company’s ACH Services provided by Bank, with such termination being in Bank’s sole discretion.

2.3.4. Guaranty. Company and/or one or more of its owners shall execute Bank’s "Treasury Management Services Guaranty" immediately upon Bank’s request in the event that Bank, in its sole discretion, requires Company to execute such guaranty to continue providing Company with ACH Services. If Bank requires Company to execute a "Treasury Management Services Guaranty" and Company refuses, Bank may, in its sole discretion, discontinue the ACH Services, or terminate this Agreement according to the terms hereof.

3. Transmittal, Authorization and Processing of Entries. Company shall deliver or transmit Entries to Bank in accordance with the terms and procedures established by Bank from time to time, in the TM Documents. Company further agrees and acknowledges that it must comply with the Rules and that Entries it originates and the format thereof, must comply with the NACHA Rules. Company authorizes Bank to process Entries pursuant to the instructions transmitted by Company or an Authorized Person or transmitted using Company’s Access Codes or other security information, whether or not there are sufficient funds in Company Accounts maintained with Bank. Company shall remain responsible for Entries generated pursuant to instructions transmitted by any Authorized Person or transmitted using Company’s Access Codes or security information until Company has instructed Bank to delete or change such persons or security information and Bank has had a reasonable time to act on such deletion or change.

3.1. Company’s Account. Company will maintain sufficient available and collected funds in Company’s Account to settle all Entries and cover any payment obligations under this Agreement. Bank may, without notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting the Account. Bank will credit to the Account amounts received (and may credit to the Account amounts scheduled to be received) in settlement of debit Entries. All credits are provisional, Company will pay Bank (and Bank may charge the Account) for the amount of a debit Entry that is returned or rejected or for which Bank does not receive final settlement. Bank will debit to the Account amounts to be disbursed in settlement of credit Entries and shall promptly pay Company for each credit Entry returned by a Receiving Depository Financial Institution (“RDFI”) that was transmitted by Bank pursuant to this Agreement. In the event there are not sufficient available funds in the Account to cover Company’s obligations under this Agreement, Company agrees that Bank may, in its discretion, refuse to process Entries or Entry files, require Company to deposit additional funds before the Entries are processed, and/or debit or place a hold on funds in any account maintained by Company with Bank and that Bank may off-set against any amount it owes to Company , in order to obtain payment of Company’s obligations under this Agreement.

3.2. Receiver’ Authorizations. Company agrees to abide by the Rules and only originate entries which have been properly authorized. Company will not initiate Entries with respect to a Receiver unless the Receiver has authorized Company to do so and will not engage in the practice of data sharing to create Entries that are not expressly covered by the authorization obtained. Company will not initiate Entries with respect to Receivers who are individuals (hereinafter referred to collectively as “Consumers”) or debit Entries with respect to other Receivers until Company has obtained the written authorization (hereinafter called the “Authorization”) of such Receivers to do so. The Authorization must be readily identifiable as an authorization, must clearly and conspicuously state its terms and must provide that the Receiver may revoke the Authorization only by notifying Company in the manner specified in the Authorization. Company will retain the original or a copy of each Authorization received, by Company for two (2) years after the Authorization is revoked or terminated. Company, upon Bank’s request, will furnish Bank with the original or a copy of the Authorization within two (2) business days.

3.3. Consumer Regulations. Company is solely responsible for complying with obligations owed to Consumers under laws and regulations governing Entries, including but not limited to the Electronic Fund Transfer Act of 1978 and Federal Reserve Regulation E, in particular Sections 205.10(b) (“Preauthorized transfers from a consumer’s account; written authorization”) and 205.10(d) (Notice of transfers varying in amount”), as then in effect, and as may be amended from time to time.

3.4. Deletion, Correction or Reversal of Entry. Company will have no right to cancel or amend any Entry after its receipt by Bank. No communication by Company purporting to delete or correct an Entry will be effective as a deletion or correction unless: (i) Bank agrees to the deletion or correction; and (ii) Bank successfully implements the deletion or correction before transmitting the Entry to the ACH network. Subject to NACHA Rules, if Bank receives a communication from Company seeking or purporting to delete, correct or reverse a Entry, seeking to recover or repay all or any part of the funds paid or received pursuant to an Entry, or to the effect that an Entry was erroneous or unauthorized, Bank will be authorized (but not required) to do any one or more of the following: (i) to agree to the deletion or correction of the Entry; (ii) to process a reversing Entry; (iii) to attempt to recover from or repay to any other person any amount paid or received pursuant to the Entry; (iv) to charge the Account for expenses (including but not limited to attorney’s fees) or to deduct such expenses from any amount re-credited to the Account; and (v) to delay re-crediting the Account or to freeze any amount re-credited, for such period as Bank determines to be appropriate for Bank’s protection. Notwithstanding the above, Bank shall not have any liability if such deletion, correction or reversal of an Entry is not affected. Company shall reimburse Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to affect the deletion, correction or reversal of an Entry. Company shall further indemnify Bank any other person for liabilities, claims, losses and expenses, including but not limited to attorney’s fees, incurred as a result of such deletion, correction, recovery, repayment or attempted deletion, correction, recovery or repayment.

3.5. Payment Based on Account Number. It is understood that payment of a credit Entry originated by Company might be made by the Receiver’s depository institution on the basis of an identifying or account number even if it identifies a person different from the named Receiver.

3.6. Settlement Date. The “Effective Entry Date” or “Effective Date” means a date specified in an Entry on which Company, as the originator of the transaction, instructs that the payment is to be made. The Settlement Date will be the Effective Entry Date specified by Company, except to the extent otherwise provided in any applicable procedures and the Rules. Company will transmit all relevant information to Bank within the time limits in advance of the Effective Entry Date described in the applicable procedures. Company agrees that it will not withdraw funds represented by settlement credits for debit Entries before the Settlement Date. Except as otherwise provided herein, Bank shall: (i) process Entries received from Company to conform with the file specification set forth in the Rules; (ii) process and/or transmit such Entries as an ODFI to a Receiver or an ACH Processor for further processing; and (iii) settle for such Entries as provided in the Rules. Bank shall transmit any Entries requiring further processing to the ACH Processor by the applicable deadline of the ACH Processor prior to the Effective Entry Date shown in such Entries, provided that each of the following are satisfied: (i) such Entries are received before Bank’s cut-off time that is established from time to time; and (ii) the Effective Entry Date follows receipt by Bank of such Entries by at least the number of days required by Bank from time to time. Bank will provide Company with cut-off deadlines and acceptable file delivery methods, which may be amended from time to time. Entries will be deemed received by Bank when Company has complied with the Rules for delivery of Entries and all security procedures established herein and in other TM Documents.

3.7. On-Us Entries. Except as otherwise provided herein, in the case of any Entry received for credit/debit to an account maintained with Bank (“On-Us Entry”), Bank will credit/debit the Receiver’s account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth herein are met. If such requirements are not met, Bank will use reasonable efforts to credit/debit the Receiver’s account for the Entry on the next Business Day following such Effective Entry Date.
3.8. Rejection of Entries. Bank will reject any Entry that does not comply with the requirements herein. Bank will have the right to reject an On-Us Entry for any reason for which an Entry may be returned under the Rules. Bank may reject any Entry if Company has failed to comply with its Account funding obligations herein. Bank will notify Company by phone, email, or electronic transmission of such rejection no later than the Business Day such Entry would otherwise have been transmitted by Bank to the ACH Processor or, in the case of an On-Us Entry, its Effective Entry Date. Notices of rejection shall be effective when given. Bank shall have no liability to Company due to the rejection of any such Entry or Entries. To the extent that any rejection is due to an error of the Bank, Company agrees that the Bank’s agreement to correct and re-process the Entry or Entries shall preclude any other claim against Bank and will constitute Company’s sole remedy against Bank.

3.9. Prenotification Entries. Company agrees and acknowledges that Prenotification Entries are optional, but if initiated, must be originated at least three (3) Business Days ahead of the first live transaction in accordance with the Rules and as outlined in the TM Documents. If the RDFI returns a Prenotification Entry to Company, Company shall validate and correct the data prior to initiating the first live Entry to the Receiver’s account.

3.10. Verification of Entries and Right to Audit Records. Bank shall be entitled, at its sole discretion, to seek verification or authentication of any file of Entries by contacting Company by telephone or by any other means that is either set forth in any regulations or publications made available to Company by Bank or otherwise deemed reasonable by Bank; provided however, that so long as Bank complies with the established security procedures. Bank will have no obligation to seek verification or authentication. If Bank is unable to obtain any verification or authentication sought by it, Bank may, in its sole discretion, either process or refuse to process the Entries. Company agrees Bank reserves the right to perform on-site inspection and/or audit Company’s ACH origination records and/or operations as needed by Bank

3.11. Data Retention. Company will retain data on file adequate to permit remaking of Entries for ten (10) business days after midnight of the Effective Entry Date and will provide such data to Bank upon request. Company specifically agrees to be bound by and comply with all applicable provisions of the Rules regarding the retention of documents or any record, including, without limitation, Company’s responsibilities to retain all items, source documents, and records of authorization in accordance with the Rules. All magnetic tapes, Entries, security procedures and related records used by Bank for transactions contemplated by this Agreement shall be and remain Bank’s property. Bank may, at its sole discretion, make available such information upon Company’s request. Any expenses incurred by Bank in making such information available to Company shall be paid by Company.

4. Notice of Returned Entries and Re-initiation of Returned Entries. Bank shall notify Company (through any of its Authorized Persons) by phone, email, or electronic transmission of the receipt of a returned Entry from the RDFI or ACH Processor on the Banking Day following the receipt of such returned Entry. Bank shall have no liability to Company by reason or reasons of a returned Entry or Entries. Company understands and agrees that Bank shall have no obligation to re-transmit an Entry if Bank complied with the terms of this Agreement with respect to the original Entry. Further, it is Company’s sole responsibility to review its return information daily and act upon it in a timely manner in accordance with the Rules. Company understands and agrees that an Entry that has been returned may not re-initiated unless: (i) the Entry has been returned for insufficient or uncollected funds; (ii) the Entry has been returned for stopped payment and re-initiation has been authorized by the Receiver; or (iii) the ODFI has taken corrective action to remedy the reason for the return. Further, an Entry that has been returned for insufficient or uncollected funds may be re-initiated no more than two (2) times following the return of the original Entry. If a stopped payment has been revoked by the Receiver or corrective action has been taken by the ODFI, an Entry may be re-initiated no more than one (1) time following the return of the original Entry.

5. Notifications of Change. Bank shall notify Company (through any of its Authorized Persons) by phone, email, or electronic transmission, and shall provide Company all information, as required by the Rules, with respect to each Notification of Change (“NOC”) Entry or Corrected Notification of Change (“Corrected NOC”) Entry received by Bank relating to Entries transmitted by Company. Bank must provide such information to Company within two (2) Business Days of the Settlement Date of each NOC or Corrected NOC Entry. Company shall ensure that changes requested by NOC or Corrected NOC are made within three (3) Business Days of Company’s receipt of the NOC information from Bank and prior to initiating a live Entry to the Receiver’s account.

6. Submission of Certain Types of Entries. With regards to the following types of transactions, Bank will not accept IATs, and may, in its sole discretion, accept or reject the other types of transactions described below

6.1. International ACH Transactions. All international debit or credit transactions will be identified with an “IAT” Standard Entry Class (“SEC”) code. This rule applies to all ACH participants and simplifies the process of identifying international transactions by requiring that IAT entries include specific data elements (i.e. ACH addenda records) defined by Bank Secrecy Act’s “Travel Rule.” Company is not permitted to originate IAT Entries to either consumer or corporate accounts residing in financial institutions outside of the territorial jurisdiction of the United States. In the event that Company submits an IAT Entry to Bank, Bank shall reject the Entry.

6.2. Re-presented Check Entries. Re-presented Check Entries will be identified with a “RCK” SEC code. To the extent Company submits a RCK Entry, Company represents and warrants to Bank that: (i) Company has good title to the item; (ii) all signatures on the item are authentic and authorized; (iii) the item has not been altered; (iv) the item is not subject to a defense or claim; (v) Company has no knowledge of any insolvency of the maker of the item; (vi) any restrictive endorsement placed on the item is void or ineffective; (vii) Company will provide Bank a front and back copy of the item within six (6) Business Days upon written request from Bank; and (viii) Company is otherwise in compliance with all other provisions herein.

6.3. Internet-Initiated Entries. Internet-initiated Entries will be identified with a “WEB” SEC code. To the extent Company submits a WEB Entry, Company represents and warrants to Bank that: (i) Company has employed a commercially reasonable security procedures to screen such Entry; (ii) Company has used commercially reasonable procedures to verify the identity of the Receiver and to verify that financial information provided by the Receiver is valid and correct; (iii) Company has established a secure Internet session with each Receiver utilizing commercially reasonable security and encryption technology, prior to the Receiver's key entry of any banking information or security information; (iv) Company will conduct or have conducted annual audits in accordance with NACHA Rules to ensure the financial information it obtains from Receivers is protected by commercially reasonable security practices and procedures, and will provide a copy to Bank upon Bank’s request; and (v) Company is otherwise in compliance with all other provisions herein.

6.4. Telephone-Initiated Debit Entries. Telephone-initiated Entries will be identified with the “TEL” SEC code. To the extent Company submits a TEL Entry, Company represents and warrants to Bank: (i) Company has commercially reasonable procedures to verify the identity of the Receiver and to verify that financial information provided by the Receiver is valid and correct; (ii) for purposes of the Company’s compliance with provisions relating to the required Authorization by the Receiver, Company shall: (a) for any single Entry TEL obtain an oral authorization from the Receiver containing the minimum information required by NACHA Rules for single Entry TEL, which much be evidenced by either a tape recording of such oral authorization or a written notice to the Receiver confirming the oral authorization and meeting the requirements of the NACHA Rules; and (b) for any recurring Entry TEL meets all of the NACHA Rules requirements for such Entries; and (iii) Company is otherwise in compliance with all other provisions herein. The original or a duplicate tape recording of the oral authorization, or, as applicable, the original, microfilm, or microfilm-equivalent copy of the written notice, shall be retained for so long as the Authorization remains in effect and for a period of two (2) years after the termination or revocation of the Authorization.

6.5. Account Receivable Debit Entries. Debit Entries to an account of Company’s clients pursuant to an Authorization consisting of Company’s receipt of a check via a lockbox facility or at a drop box location or otherwise will be identified with the “ARC” SEC code. To the extent Company submits a WEB Entry, Company represents and warrants to Bank: (i) the amount of the Entry, routing number, account number and check serial number on the source check are accurately reflected in the debit Entry; (ii) Company will maintain a reproducible, legible image, microfilm or copy of the front of the source check for two (2) years from the settlement date; (iii) Company will provide a copy of the source check for the debit Entry within six (6) Business Days upon a written request from Bank, and such copy will indicate that it is a copy on its face; (iv) the source check used for the debit Entry will not be presented for payment; (iv) Company has employed commercially reasonable methods to securely store all source checks until destruction and all electronic or other financial information relating to ARC Entries; and (v) Company is otherwise in compliance with all other provisions herein.

6.6. Point of Purchase Debit Entries. Debit Entries to a consumer account authorized pursuant to NACHA Rules at a point-of-purchase will be identified with the “POP” SEC code. To the extent Company submits a POP Entry, Company represents and warrants to Bank that: (i) Company has provided Receiver a receipt containing the information required in the NACHA Rules; (ii) the source document provided to Company for use in obtaining Receiver’s routing number, account number, and check serial number for the initiation of the POP Entry has been returned voided to the Receiver after use by the Company and has not been provided by the Receiver for use in any prior POP Entry; (iii) Company has employed commercially reasonable methods to securely store all electronic or other financial information relating to POP Entries; and (iv) Company is otherwise in compliance with all other provisions herein.

6.7. Back Office Conversion Entries. Eligible paper checks which are converted by Company into debit Entries to a consumer account will be identified with a “BOC” SEC code. To the extent Company submits a BOC Entry, Company represents and warrants to Bank that: (i) Company is in compliance with the Electronic Fund Transfer Act, Regulation E, and NACHA Rules for BOC Entries; (ii) the amount of the Entry, the routing number, the account number, and the check serial number on the course check are accurately reflected in the ACH; (iii) Company has employed commercially reasonable procedures to verify the identity of the Receiver; (iv) Company will maintain a reproducible, legible image, microfilm or copy of the front of the source document for two (2) years from the settlement date; (v) Company will provide a copy of the source document within six (6) Business Days upon a written request from Bank, and such copy will indicate that it is a copy on its face; (vi) the source check used for the ACH Entry will not be presented for payment; (iv) Company has employed commercially reasonable methods to securely store all source checks until destruction and all electronic or other financial information relating to BOC Entries; and (v) Company is otherwise in compliance with all other provisions herein.

7. Same-Day ACH. Bank may, in its sole discretion, allow Company or its Servicer to originate Same-Day Credit Entries or Same-Day Debit Entries, which Bank will endeavor to process and transmit to the Receiver or ACH Processor on the same Business Day on which such Entries are received by Bank from Company, provided the transmission is received prior to the bank established cut-off time period. Company or its Servicer shall not be authorized to originate Same-Day Credit Entries and/or Same Day Debit Entries and Bank will not process and transmit any such Entries received as such from Company or its Servicer unless Company first elects to originate such Entries on a Service Request and Bank approves of Company’s election. Bank may, in its sole discretion, decide to approve or reject any such Company election for any reason. Where Same-Day Entries are permitted to Company, Company must prefund Same Day ACH entries. If Company fails to prefund one or more Same-Day ACH entries, Bank may refuse to process further Same-Day ACH Entries from Company.

7.1. Definitions. “Same-Day Credit Entry” means a Credit Entry that is received by Bank via a VBO on the same Business Day as its Effective Entry Date as discussed in this Agreement. “Same-Day Debit Entry” means a Debit Entry that is received by Bank via VBO on the same Business Day as its Effective Entry Date as discussed in this Agreement. “Same-Day Entry” means either or both Same-Day Debit Entry and Same-Day Credit Entry.

7.2. Submission of Same Day Entries Using VBO ACH Templates. If Company or its Servicer elects to transmit Same Day Entries to Bank through VBO ACH templates, Company or its Servicer must select the current date as the Effective Date for the template submission. Selecting the current date as the Effective Date indicates that the Entry is intended to be a Same-Day Entry. If Company fails to properly indicate that an Entry is a Same-Day Entry, Bank may process the Entry as a non-Same-Day Entry. In addition, a Same-Day Entry must be submitted prior to the Same-Day ACH cut-off time, established by Bank from time to time, for the current day. If an Entry is not submitted prior to the Same-Day ACH cutoff-time, the Entry will be processed using the next business day as the Effective Date for the Entry. Company acknowledges and agrees that Bank may rely solely upon the date entered in the Effective Entry date field in the Batch Header Record of the file to determine whether the Entry is intended by Company to be a Same-Day Entry. In addition, Bank may rely on the Settlement Date identified by the ACH Operator to determine whether an entry is a Same- Day ACH Entry, even if the Effective Entry Date field does not bear a date which matches the date the entry is received by Bank. As an exception, in Bank’s sole discretion, Bank may process stale-dated entries that otherwise conform to the specifications of this section as Same-Day ACH Entries if such entry is received before Bank’s Same-Day ACH entry cutoff time.

7.3. Submission of Same Day Entries Using the VBO File Upload Option. If Company or its Servicer elects to transmit Same-Day Entries to Bank through the VBO File Upload Option, the Effective Date of the ACH file to be uploaded must equal the current date. In addition, the file must be submitted prior to the Same-Day ACH cut-off time for the current date in order to process the Entries in the file as Same-Day Entries. Selecting the current date as the Effective Date indicates that the Entry is intended to be a Same-Day Entry. If Company fails to properly indicate that an Entry is a Same-Day Entry, Bank may process the Entry as a non-Same-Day Entry. If the Same-Day ACH cutoff time has passed prior to submission of the file, the transactions will be processed using the next Business Day as the Effective Date for the transactions. Company acknowledges and agrees that Bank may rely solely upon the date entered in the Effective Entry date field in the Batch Header Record of the file to determine whether the Entry is intended by Company to be a Same-Day Entry. In addition, Bank may rely on the Settlement Date identified by the ACH Operator to determine whether an entry is a Same-Day ACH Entry, even if the Effective Entry Date field does not bear a date which matches the date the entry is received by Bank. As an exception, in Bank’s sole discretion, Bank may process stale-dated entries that otherwise conform to the specifications of this section as Same Day ACH Entries if such entry is received before Bank’s Same Day ACH entry cutoff time.

7.4. Same-Day ACH Entries on Exception Basis. Bank may, in its sole discretion, permit Company to originate Same-Day Entries on an exception basis, even though Company has not previously elected to originate such Entries or Bank has not previously approved of Company’s election to originate such Entries. In the event Bank permits Company to originate Same-Day Entries on an exception basis or processes Entries received from Company as Same-Day Entries on an exception basis, Company hereby authorizes Bank to do so and agrees that Bank shall have no liability to Company or its Servicer for any losses arising from Bank so processing such Entries.

7.5. Limitations. ACH item entries that exceed $25,000 or that are IAT Entries will not be considered Same-Day Entries and may not be processed by the Bank on the Business Day they are received. Bank reserves the right to further restrict the SEC Codes that Company may use in order for Entries to be considered and processed as Same-Day Entries. Bank shall have no liability to Company or its Servicer arising from Bank not processing such Entries as Same-Day Entries. In the event such Entries are processed by Bank as Same-Day Entries, Bank shall have no liability to Company or its Servicer for any losses arising from Bank so processing such Entries. Bank reserves the right, in its sole discretion, to refuse to honor any file or Entry submitted by Company for any reason. Bank may, in its sole discretion and from time to time, establish limitations on the frequency with which Company may initiate Same-Day Entries as well as limitations on the dollar amounts of a single Same Day Entry or multiple Same Day Entries made within a specified period of time.

8. Security Procedures. Company and Bank will comply with the security procedures set forth herein and in other TM Documents, as may be amended from time to time, with respect to Entries delivered/transmitted by Company to Bank. Company agrees that the security procedures reflected herein and in other TM Documents constitute commercially reasonable security procedures for Company in light of Company’s operations and circumstances. Company agrees to be bound by any payment order or other instruction, whether or not authorized, issued in its name and accepted by Bank in compliance with the security procedures. Company and Bank each will keep the security procedures and all Access Codes and other security information confidential. Company acknowledges that the purpose of such security procedures is for verification of authenticity and not to detect an error in the transmission or content of any Entry. No security procedures for the detection of any such error has been agreed upon between Bank and Company. Bank may change, add, or delete any procedures established pursuant to this Agreement, from time to time, in accordance with the terms of this Agreement.

8.1. Compliance with Security Procedures. If an Entry (or a request for cancellation or amendment of an Entry) received by Bank purports to have been transmitted or authorized by Company , it will be deemed effective as Company’s Entry (or request) and Company shall be obligated to pay Bank the amount of such Entry even though the Entry (or request) was not authorized by Company, provided Bank accepted the Entry in good faith and acted in compliance with the established security procedures with respect to such Entry. Moreover, if an Entry (or request for cancellation or amendment of an Entry) received by Bank was transmitted or authorized by Company, Company shall pay Bank the amount of the Entry, whether or not Bank complied with the established security procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such security procedures.

8.2. Information Security. Company must have procedures in place regarding the creating, processing and storing of ACH Entry data. These procedures should protect the confidentiality of non-public personal information including financial information used to create Entries against security hazards or unauthorized use of this information. Company is prohibited from using or disclosing any Bank information or Receiver information except as necessary to perform the functions designated by this Agreement. Company shall be responsible to ensure that it and any of Company’s third-party providers or agents comply with the security of all information according to the Bank’s privacy policy and applicable privacy laws and regulations.

8.3. Company’s Responsibilities. Company is responsible for: (i) establishing and maintaining procedures to safeguard against unauthorized transmissions through VBO or otherwise in respect of Bank’s ACH Services; (ii) ensuring that no unauthorized individual will be allowed to create, alter or interfere with the delivery or transmission of any Entries, or other Company messages and communications; (iii) ensuring proper supervision and safeguards in the use of Bank’s ACH Services and related communications and information; and (iv) the accuracy of any Entries delivered or transmitted to Bank or other messages purporting to have originated by or from Company or any employee or representative of Company . Bank’s records and logging system shall be conclusive evidence with respect to any requests, directions or communications for Services and shall be binding upon Company.

8.4. Notification/Suspension. Company agrees to notify Bank immediately and confirm such notice in writing within twenty-four (24) hours, in the event Company believes security or confidentiality of any aspect of Bank’s ACH Services may have been compromised. The occurrence of unauthorized access will not affect any transfers made or initiated in good faith by Bank prior to receipt of such notification and within a reasonable time period to act upon such notification. Bank may, at any time without prior notice, suspend or terminate some or all of the ACH Services or remove Company from receiving those services or using VBO to prevent any suspected, threatened or continuing unauthorized or erroneous transactions, disclosures, or other communications until the integrity of the system and services is confirmed.

9. Duties of Bank. Bank will exercise ordinary care to perform the ACH Services. Bank’s duties are limited to those described herein. Bank will have no duty to accept instructions to process any particular Entry hereunder; if Bank determines not to process a particular Entry, Bank will promptly notify Company. Bank is entitled to rely on any information or instruction provided by Company. If Bank accepts an instruction to process an Entry, Bank’s duty is to exercise ordinary care to process the Entry through the ACH network, or via reasonably equivalent means of payment apart from the ACH network if deemed appropriate by Bank.

10. Company’s Warranties. With respect to each and every Entry transmitted by Company , Company represents and warrants to Bank and agrees that: (i) each person shown as the Receiver on an Entry received by Bank from Company authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, and has duly executed an Authorization; (ii) such Authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein; (iii) Entries transmitted to Bank by Company are limited to those types of credit and debit Entries set forth in the TM Documents, (iv) the information provided by Company with regard to the Entries is true and accurate; (v) Company shall perform its obligations under this Agreement in accordance with all applicable federal and state laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders which pertain to ACH transactions, including but not limited to the NACHA Operating Rules, the UCC, the Office of Foreign Assets Control, and the Electronic Funds Transfer Act and its implementation of Regulation E; and (vi) Company shall be bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. Company specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry.

11. Third-Party Senders. As used herein, “Third-Party Sender” means a person that is not an ACH Originator, that acts as an intermediary between an ACH Originator and an ODFI, and acts on behalf of the ACH Originator or another Third-Party Sender to transmit, on behalf of the ACH Originator: (i) a credit Entry to the account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the ACH Originator to the Receiver, or (ii) a debit Entry to the account of a Receiver, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Receiver to the ACH Originator. If Company is a Third-Party Sender, Company understands and agrees that it is subject to certain additional obligations and liabilities pursuant to the Rules and hereunder, and that it will perform all the duties of a Third-Party Sender under the Rules, assume all of the responsibilities and liabilities of a Third-Party Sender under the Rules, execute such other agreements Bank may require, and make all the warranties of a Third-Party Sender under the Rules, including without limitation as follows:

11.1. Representations and Warranties. If Company is a Third-Party Sender, Company represents and warrants that: (i) it will comply with, and cause all of its employees, officers, directors, agents, and Authorized Persons to comply with this Agreement and the Rules, as may be amended from time to time; (ii) for any Entries on which Company is not the ACH Originator, Company will not transmit any Entries that violate the Rules or any laws of the United States; (iii) the ACH Originator has agreed to be bound by the Rules, has satisfied the obligations of an ACH Originator under the Rules, and has acknowledged that it may not initiate Entries that violate the Rules or any laws of the United States; (iv) in any case where the ACH Originator fails to perform its obligations under the Rules as an ACH Originator, Company shall indemnify, defend and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys’ fees and costs, that result directly or indirectly from the failure of the ACH Originator to perform its obligations as an ACH Originator under the Rules; (v) Company agrees to immediately, and no later than two (2) days of such request, provide Bank with any information necessary to identify any ACH Originator; (vi) neither this Agreement nor anything related to the ACH Services violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any agreement, understanding or arrangement between Company and the ACH Originator; (vii) it shall conduct an annual audit of its compliance with the Rules and retain and provide to Bank, upon Bank’s request, documentation supporting the completion of the audit for six (6) years from the date of the audit; and (viii) in any case where Company , as Third-Party Sender, performs any ODFI obligations under the Rules, that it is legally able to do so and that it shall perform the requirements of an ODFI under the Rules.

11.2. Reliance on Company. Bank will rely on Company to evaluate the legitimacy of the ACH Originators and their transactions originated by Company and for ensuring that instructions do not involve illegal activities. Company must notify Bank immediately if Company suspects or become aware of any activity or transaction of an ACH Originator that Company believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the source of funds. Bank will be entitled at any time upon notice to Company to decline to provide the ACH Services, or terminate the provision of ACH Services, for any ACH Originator on whose behalf Company is originating Entries if Bank determines that there are excessive returns or reversals of Entries originated on behalf of such ACH Originator or if Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such ACH Originator or for any other reason.

11.3. Payment to ODFI. Company agrees to make payment to the ODFI for any credit Entries it originates and for any debit Entries returned by the RDFI even if the Third-Party Sender does not receive payment from the ACH Originator.

11.4. Indemnification. Company shall indemnify, defend and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys’ fees and costs, incurred by Bank that are attributable to or that result directly or indirectly from: (i) Company’s failure to comply with the terms hereof, the Rules or the laws of the United States, (ii) any material breach of the foregoing representations or this Agreement, including any claim brought by a third-party in connection with a breach of any of the foregoing representations or this Agreement; (iii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iv) any action by the RDFI upon an unauthorized or erroneous Entry initiated by Company ; (iv) to the extent it involves Bank, any litigation by an ACH Operator, an RDFI or any Receiver asserting noncompliance on Company’s part with the Rules or any other applicable laws; and (v) any fines, fees, or penalties levied against Bank by NACHA or any regulatory authority arising from any violation or alleged violation of the Rules or any applicable laws resulting from Entries transmitted by Company .

12. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT BANK SHALL NOT BE LIABLE FOR ANY LOSSES, OR DAMAGES, PROXIMATELY CAUSED BY OR ARISING FROM: (I) INCOMPLETE, INACCURATE OR UNTIMELY INFORMATION PROVIDED BY COMPANY ; (II) ANY TRANSFER THAT IS SENT ACCORDING TO AN AUTHORIZED PERSON’S INSTRUCTIONS OR IN ACCORDANCE WITH THE SECURITY PROCEDURES THAT ARE ESTABLISHED FROM TIME TO TIME; (III) ANY DECISION BY BANK TO REJECT ENTRIES OR TO NOT PROCESS ENTRIES FOR THE REASONS PROVIDED HEREIN; (IV) COMPANY’S FAILURE TO COMPLY WITH NACHA RULES OR ANY OTHER LAWS OR REGULATIONS GOVERNINIG DISCLOSURES TO CONSUMERS; (V) ACTS OR OMISSIONS BY BANK IN CARRYING OUT ITS OBGLIATIONS HEREUNDER, INCLUDING BUT NOT LIMITED TO ACTIONS TAKEN BY BANK IN ACCORDANCE WITH AN AUTHORIZED PERSON’S INSTRUCTIONS TO INITIATE, PROCESS, DELETE, CORRECT, OR REVERSE ANY TRANSFER. MOREOVER, BANK WILL NOT BE LIABLE TO THE EXTENT COMPANY RECEIVED THE BENEFIT OF ANY ENTRY, EVEN IF SUCH ENTRY IS OTHERWISE ERRONEOUS OR UNAUTHORIZED.

12.1. No Agency. It is understood that no ACH Association, ACH Processor, ACH Operator, transmission or communication facility, Receiver or Receiver’s depository institution is an agent of Bank in connection with the Automated Clearing House Services. Bank shall not be responsible for acts or omissions of any third party, including without limitation, any Federal Reserve Bank, courier service, NACHA, any transmission or communications facility, or any other party involved with processing of the Entry, any Receiver or RDFI (including without limitation the return of an Entry by such Receiver or RDFI), and no such third party will be deemed Bank’s agent.

12.2. Company’s Agents. In the event Company authorized any third-party, such as a payroll processing service, to perform obligations of or services to Company hereunder, Bank will have no additional liability to Company as a result of such agency so long as Bank acted in accordance with instructions hereunder. Company agrees to assume responsibility for any errors or wrongdoing by such third party or any of its employees.

POSITIVE PAY SERVICES

Company may add Positive Pay to their suite of Treasury Management products in order to prevent check fraud. Vantage Bank Texas Positive Pay is specifically designed to help protect Company against counterfeit checks and altered checks. The Bank obtains a list of checks from the Company after the checks have been issued. As checks arrive for payment, the Bank takes the check information from the list provided and matches it up to the incoming checks. Any deviation activates the check verification process between the Bank and the Company before the item is paid. Positive Pay can be set up for any and all check-issuing accounts.

Our expert servicing team will provide instructions and training on the use of Vantage Bank Texas Positive Pay. Our team is also available to assist with any questions or issues when using the service.

1. Positive Pay Services. Company may select the type of Positive Pay Services to be provided, including “Positive Pay,” “Payee Positive Pay,” and “Reverse Positive Pay” for each account selected by Company (each, an “Authorized Account”). In the event of any inconsistency between a provision in this Agreement and the UCC, the provisions of this Agreement shall prevail. Unless otherwise defined in this Agreement, words or phrases shall have the meaning set forth in Articles 3 and 4 of the UCC.

1.1. Check Issue File. Company shall create and transmit a Check Issue File to Bank in the format of, on the medium and within the times, prescribed by Bank from time to time, using VBO. For Positive Pay Services, the Check Issue File shall accurately state: (i) the check number, (iii) the exact dollar amount of each check; and (iv) the issuance date. For Payee Positive Pay, in addition to the information listed above, Company shall also accurately state the name of the payee. Such Check Issue File information may be manually entered through VBO. For Reverse Positive Pay, no information needs to be submitted to Bank. Company shall transmit the Check Issue File, using VBO each Business Day on which Company issues one or more checks drawn on the Authorized Account subject to Positive Pay Services under this Agreement. Company shall ensure that each Check Issue File is received by Bank no later than the cut-off time established by Bank from time to time on each Business Day on which Company issues checks drawn on an Authorized Account. The Check Issue File transmitted to Bank constitutes the authorized signature of Company for purposes of determining whether a check is properly payable. Company expressly warrants that all checks that match the information on the Check Issue File are properly payable. Bank is not responsible for and is under no obligation to detect or identify errors in the Check Issue File or any related instructions and shall have no liability for paying or returning checks based on information provided in the Check Issue File. Bank may disregard any Check Issue File that does not comply with the standards, formats and procedures Bank establishes from time to time.

1.2. Reporting of Exception Checks. Bank shall compare each Presented Check against the applicable Check Issue File timely received by Bank from Company for the Authorized Account on which the Presented Checks are drawn. “Presented Check” shall mean any check drawn on the Positive Pay Account and presented to Bank for payment through Bank’s customary check collection system. Each Presented Check that does not match the information for each check in the Check Issue File shall be an “Exception Check.” For each Exception Check presented to Bank for collection before the cut-off time established by Bank from time to time, on the prior Business Day, Bank shall make available to Company through VBO the following information about the Exception Check on the Manage Exceptions page: (i) checking account number; (ii) Exception Check number; (iii) Exception Check issuance date; (iv) Exception Check issuance amount; (v) Exception Check amount paid; (vi) exception reason; and (vii) Exception Check payee information (if Payee Positive Pay is selected). Exception Check information shall be provided to Company at such time as is established by Bank from time to time, on the next Business Day after the Exception Checks are deemed received by Bank. Should Bank be unable for any reason to provide Company with Exception Check information through VBO as provided above, Bank is authorized to send to Company Exception Check information by facsimile, telephone, or e-mail transmission, but its failure to do so or to do so timely, shall not result in any liability of Bank to Company. Company will be responsible for logging in to VBO and accessing the Positive Pay function DAILY to check for Exception Checks.

1.3. Authorization to Pay or Dishonor Presented Checks. Unless Bank has received through VBO a contrary instruction on or before the cut-off time established by Bank from time to time on the Business Day on which Exception Check Report is made available to Company, Bank is authorized to: (i) pay and charge to the Authorized Account each Presented Check that matches the information shown in any Check Issue File; or (ii) apply the “Auto Exception Decision Rule” selected by Company on the Service Request for Positive Pay Services indicating whether to Pay or Return the item (unless Bank receives a timely and proper stop payment order from Company in accordance with Bank’s stop payment order procedures). Should Bank be unable to timely transmit to Company an Exception Check Report after its receipt of Exception Checks, whether due to a communications failure or other circumstance beyond the control of Bank, or any other reason, Bank is specifically authorized and instructed by default to return each Exception Check unpaid. Unless expressly directed otherwise in writing, Bank is instructed to reject any Presented Check which is dated more than six (6) months prior to the date of its presentment to Bank (a “Stale Check”), and to include each Stale Check in the Exception Check Report.

1.4. Payment and Dishonor of Exception Checks. Upon receipt of an Exception Check Report, Company shall provide Bank instructions, which shall be transmitted in a manner and within the time specified by Bank from time to time, ordering Bank to pay the Exception Check (a “Pay Instruction”) or to not pay the Exception Check (a “Return Instruction”). Company shall have until the cut-off time established by Bank from time to time each Business Day to utilize the Positive Pay function on VBO to direct disposition of each Exception Check listed in an Exception Check Report. Company shall prepare and submit Pay or Return Instructions only in response to Exception Checks shown in the Exception Check Reports. Bank shall not be obligated to comply with any Pay or Return Instructions received in a format or medium, after a deadline, or at a place not permitted under this Agreement or Bank’s established or designated procedures or parameters, but Bank may instead treat such Pay or Return Instruction as though it had not been received. Company’s failure to issue a Pay or Return Instruction for any Exception Check so that it is received by Bank by the cut-off time established by Bank from time to time through VBO will result in the application of the “Auto Exception Decision Rule” selected by Company on the Service Request for Positive Pay Services indicating whether to Pay or Return the item. Bank shall have no liability for failing to act upon Pay or Return Instructions not timely received through VBO.

1.5. Check Monitoring. Company may also request Check Monitoring Services. With Check Monitoring Services, all presented checks within the designated transaction code established, will be included in the Exception Report. Company must review all check exceptions and submit a pay or return instruction on or before the cut-off time established by Bank from time to time on the same Business Day that the Exception is provided to Company. If Bank does not timely receive a Pay or Return Instruction on any Exception Check, it shall be processed based on the application of the “Auto Exception Decision Rule” selected by Company on the Service Request for Positive Pay Services indicating whether to Pay or Return the item.

1.6. Dishonor of Exception Checks. All Exception Checks that are returned (whether as a result of a Return Instruction, or default instruction, or otherwise in accordance hereof) will be returned by Bank to the depository bank with the reason code "Refer to Maker”.

1.7. Communication Method. Bank shall only use the Check Issue File submitted by Company through VBO. Company shall communicate Pay or Return Instructions to Bank only utilizing VBO. Any communication sent via VBO and utilizing the required Access Codes or which purports to have been sent by Company shall be conclusively deemed to have been sent and authorized by Company, and Bank is authorized by Company to act in reliance thereon, even though the communication was unauthorized. At Bank’s request, Company shall provide written confirmation of any Pay or Return Instruction. Bank shall not be obligated to comply with any Pay or Return Instruction received in a format or medium, after a deadline, or at a place not permitted under this Agreement or Bank’s established or designated procedures or parameters but may instead treat such Pay or Return Instruction as though it had not been received. Company is responsible for providing accurate e-mail address and telephone numbers for communication in connection with transactions contemplated in this Agreement. At Bank’s option, Bank may honor Company’s oral Pay or Return Instructions, provided that: (i) Company agrees that Bank may in good faith rely on any such oral instructions, which purport to come from Company (including its Authorized Persons, Primary Administrator, or Users) or Company’s agent or representative without independent verification by Bank, unless Security Procedures require otherwise; and (ii) Company agrees to confirm such instructions in writing if requested by Bank.

2. Check Stock Verification. Bank may require that Company submit to Bank a sample of completed checks for verification on Bank's systems. Company is responsible for ensuring that this verification is received any time Company updates its check printing system or chooses a new check vendor. Bank may in its sole discretion terminate this Agreement without notice if at any time, Company’s checks fail Bank's verification systems and after notification by Bank, Company does not correct this problem within a reasonable time. If Payee Positive Pay is selected, Company will provide sample checks including payee name to be tested to ensure the checks meet Bank’s check specification and layout requirements and payee name readability rate. Company will be responsible for the accuracy and completeness of the payee information provided to Bank.

3. Checks Presented at a Bank Branch. Checks presented for immediate payment at a Bank branch location will process through Bank’s teller positive pay system. A Presented Check that matches the Check Issue File will be paid following normal bank processing. A Presented Check that does not match information in the Check Issue File will be flagged as Exception Check. Bank will contact Company and/or one of its Authorized Persons for a Pay or Return Instruction for the Exception Check. In the event Bank cannot reach Company for instructions, Bank may return or refuse to pay the Exception Check, and Company agrees to defend and indemnify Bank against any claim from a third-party regarding Bank’s decision to not pay the check.

4. Not a Substitution for Stop Payment. Positive Pay Services will not be used as a substitute for Bank’s Stop Payment Services. Company agrees to follow Bank’s standard stop payment procedures if Company desires to return a check that was validly issued, and to delete such check from the Check Issue File if the Positive Pay Service was selected. The use of this Positive Pay Services as a substitute for a stop payment order is strictly prohibited and Bank reserves the right to charge Bank’s standard fee for issuing a Stop Payment Order then in effect.

5. Bank’s Right to Return Checks. Nothing in this Agreement regarding the Positive Pay Services will limit Bank’s right to return any matching or other Presented Check that Company authorized Bank to pay under the Positive Pay Services, if Bank determines in its sole discretion that the Presented Check is not properly payable for any reason (without Bank’s agreeing to, or being required to make such determination in any circumstance) or that there are insufficient collected and available funds in the Authorized Account to pay it. Each Presented Check Bank returns in accordance with the Agreement will be deemed not to be properly payable.

6. Wrongful Honor. It shall not constitute wrongful honor by Bank if Bank pays an Exception Check listed in an Exception Check Report if (i) Company issued a Pay Instruction for its payment, or (ii) Company selected the pay default option for Exception Checks and did not timely issue a Return Instruction, or (c) Bank has a defense of a kind that is recognized as a defense to payment over a stop order under Section 4-403 of the UCC.

6.1. Limits on Liability. In no event shall Bank be liable to Company for more than the lesser of the amount of the wrongfully paid Exception Check or the portion of Company’s actual damages resulting from Bank’s payment of the Exception Check and not due to Company’s lack of ordinary care. Bank shall not be liable for violating its duties under this Agreement or otherwise if Company has sustained no actual damages because Bank’s honor of an Exception Check discharged for value an indebtedness of Company.

6.2. Reasonable Care. Bank retains the right to and may assert as a defense to its liability, Company’s failure to exercise reasonable care under Sections 3-406(a) and 4-406(c) of the UCC.

6.3. Subrogation/Mitigation. Company has a duty to mitigate its damages and to cooperate with Bank in recovery or avoidance of any losses. Company assigns to Bank all claims and rights of recovery on account of the wrongful payment of Exception Checks to the extent Bank reimburses Company for such payment.

7. Wrongful Dishonor. Bank’s liability for wrongful dishonor of an Exception Check shall be limited to those damages for wrongful dishonor recoverable under Articles 3 and 4 of the UCC, except in no event shall Bank be liable for consequential damages or attorney’s fees. Notwithstanding the foregoing, Bank shall have no liability to Company for wrongful dishonor when Bank, acting in good faith, returns an Exception Check: (i) that it reasonably believed was not properly payable; (ii) if there are insufficient available funds on deposit in the Authorized Account; (iii) if required to do so by the service of legal process on Bank or the instructions of regulatory or government authorities or courts; or (iv) for other valid legal reasons, including reasons specified in the U.S. Patriots Act or by the Office of Foreign Assets Control.

8. Waiver of Claims. If Bank honors an Exception Check in accordance with a Pay Instruction issued by Company or honors a Presented Check which matches the specifications of Company’s Check Issue File, such honor shall be deemed rightful for all purposes of Bank’s liability or responsibility for any Exception Check or Presented Check so honored, and Company waives any right it may have to assert that the Exception Check or Presented Check was not properly payable under Section 4-401 of the UCC or any other section of the UCC, including its staleness, being altered, bearing a forged endorsement or bearing a forged drawer’s signature. If Bank dishonors an Exception Check in accordance with a default instruction or in accordance with a Return Instruction issued by Company , the dishonor shall be rightful, and Company waives any right it may have to assert that the dishonor was wrongful under Section 4-402 of the UCC or any other provision or principal of law. Company agrees that Bank exercises ordinary care whenever it rightfully pays or returns an Exception Check or honors a check matching checks described in Company’s Check Issue File consistent with the provisions of the Agreement.

9. Scope Limitations. Positive Pay Services and this Agreement do not apply to ACH transfers, wire transfers, telephone debits, debits of fees and charges, and other non-check items affecting an Authorized Account.

10. Company’s Responsibilities. Company is responsible for (i) establishing and maintaining procedures to safeguard against unauthorized transmissions through VBO or otherwise in respect of Bank’s Positive Pay Services, (ii) ensuring that no unauthorized individual will be allowed to create, alter or interfere with Check Issue Files, Pay Instructions, Return Instructions or other Company messages and communications; (iii) ensuring proper supervision and safeguards in the use of Bank’s Positive Pay Services and related communications and information, and (iv) the accuracy of any Check Issue Files, Pay Instructions, Return Instructions or other messages purporting to have originated by or from Company or any employee or representative of Company . Bank’s records and logging system shall be conclusive evidence with respect to any requests, directions or communications for Services and shall be binding upon Company.

11. Notification/Suspension. Company agrees to notify Bank immediately, and confirm such notice in writing, in the event Company believes security or confidentiality of any aspect of Bank’s Positive Pay Services may have been compromised. Bank may, at any time without prior notice, suspend or terminate some or all of the Positive Pay Services or remove Company from receiving those services or using VBO to prevent any suspected, threatened or continuing unauthorized or erroneous transactions, disclosures, Exception Check Reports, Pay Instructions, Return Instructions, or other communications until the integrity of the system and services is confirmed.

ACH BLOCKS & FILTERS

Company may also add ACH Blocks & Filters to their Treasury Management Services. ACH Blocks & Filters help Company stop or filter which ACH debits and/or credits can post to an account, and to have more control over which ACH debits and/or credits are paid or returned.

Our expert servicing team will provide instructions and training on the use of Vantage Bank Texas ACH Blocks & Filter or ACH Positive Pay Services. Our team is also available to assist with any questions or issues when using the service.

1. ACH Blocks & Filter. Bank offers two (2) types of ACH payment authorization Services: (i) Blocks (debit and/or credit); and (ii) Filters (debit and/or credit).

1.1. ACH Blocks. If Company elects and Bank, in its discretion, agrees to provide the Blocks (debit and/or credit) Service, Company agrees that Bank will stop all ACH debit and/or credit Entries or instructions from posting to the account(s) designated by Company on the Service Request. Any ACH debit and/or credit Entry that instructs Bank to post a transaction to such account(s) will be returned by Bank to the originator as unauthorized. Bank may also return an Entry that would be returned for any reason under the NACHA Rules. The Blocks (debit and/or credit) Service will remain in effect with respect to a designated account until Company provides written notice to Bank requesting termination of the Service with respect to a designated account. The Blocks Service does not apply to transactions between Bank and Company, and Bank may pay Entries which Company has authorized Bank to originate against Company’s Account (e.g., loan or credit card payments). Bank may also pay any Entries, reversals or adjustments which Bank is required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation.

1.2. ACH Filter. If Company elects and Bank, in its discretion, agrees to provide the Filter (debit and/or credit) Service, Bank will only post specific preauthorized ACH transactions (debits, credits, or both) designated by Company on the Service Request to the account(s) designated by Company on the Service Request (“ACH Authorization”). An ACH debit or credit will require an exact match between data field values specified by Company and those contained in the ACH file requesting the ACH transaction to qualify as an ACH Authorization. Company retains the right to return as unauthorized any ACH transaction that is not an ACH Authorization within twenty-four (24) hours after the transaction has posted against Company’s Account. The Filter Service does not apply to transactions between Bank and Company, and Bank may pay Entries which Company has authorized Bank to originate against Company’s Accounts (e.g., loan or credit card payments), whether or not Company has included these in Company’s authorization criteria.

1.2.1. ACH Positive Pay. If Company elects, and Bank agrees, to provide the Filter (debit and/or credit) Service, Company may also elect the ACH Positive Pay Service. If Bank agrees in its discretion to provide the ACH Positive Pay Service, any ACH transaction that does not qualify as an ACH Authorization will be presented electronically to Company as an exception for a pay or return decision. In addition, and at the same time a "pay" decision is made, Company can specify the related ACH transaction as an ACH Authorization for purposes of the Filter (debit and/or credit) Service. All pay/return ACH Authorization decisions must be made on all exceptions before Bank's established cut-off time for the same. Company is responsible for accessing daily reports of exception items via VBO. In the event Company does not make a decision regarding an exception item in the manner described above, Bank shall return or pay such item based on Company’s Service Request election.

2. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT BANK SHALL NOT BE LIABLE FOR, AND COMPANY SHALL INDEMNIFY BANK FROM,ANY LOSSES, OR DAMAGES, PROXIMATELY CAUSED BY OR ARISING FROM: (I) INCOMPLETE, INACCURATE OR UNTIMELY INFORMATION PROVIDED BY COMPANY ; (II) ANY TRANSFER THAT IS SENT ACCORDING TO AN AUTHORIZED PERSON’S INSTRUCTIONS OR IN ACCORDANCE WITH THE SECURITY PROCEDURES THAT ARE ESTABLISHED FROM TIME TO TIME; (III) ANY DECISION BY BANK TO REJECT ENTRIES OR TO NOT PROCESS ENTRIES FOR THE REASONS PROVIDED HEREIN; (IV) COMPANY’S FAILURE TO COMPLY WITH NACHA RULES OR ANY OTHER LAWS OR REGULATIONS GOVERNINIG DISCLOSURES TO CONSUMERS; (V) ACTS OR OMISSIONS BY BANK IN CARRYING OUT ITS OBGLIATIONS HEREUNDER, INCLUDING BUT NOT LIMITED TO ACTIONS TAKEN BY BANK IN ACCORDANCE WITH AN AUTHORIZED PERSON’S INSTRUCTIONS TO PAY OR NOT PAY ANY TRANSFER OR TO POST OR NOT POST ANY ACH ENTRY, REQUEST OR INSTRUCTION. MOREOVER, BANK WILL NOT BE LIABLE TO THE EXTENT COMPANY RECEIVED THE BENEFIT OF ANY ENTRY, EVEN IF SUCH ENTRY IS OTHERWISE ERRONEOUS OR UNAUTHORIZAED.

ACCOUNT RECONCILIATION SERVICES

Company may choose from a variety of Account Reconciliation Services to best fit their needs. Account Reconciliation Services allow Company to track all checks, debits and credits against their accounts for balancing purposes.
Our expert servicing team can provide you guidance regarding the different reconciliation services available and will provide instructions and training on the use of the same. Our team is also available to assist with any questions or issues when using the service.

1. Account Reconciliation Services. Account Reconciliation Services permits Company to manage the credit and debit activity in the accounts it designates. Company can authorize and direct Bank to perform the following reconciliation services for items drawn against Company’s Account(s) designated by Company or with respect to deposits made by Company to Company’s Account(s) as specified and for the period selected by Company from time to time.

1.1. Partial Account Reconciliation. The service allows Company to view lists of all checks that have cleared and all other debits and credits posted to an authorized account for a specific period. Company is provided with a statement for each reconciliation cycle indicating the total activity for the period. Components of the Partial Account Reconciliation Statement include: (i) an Account Balance Summary that calculates the net activity (total credits less total debits) for the current cycle and (ii) a Statement of Activity that provides all credit and debit activity for the posting cycle.

1.2. Full Account Reconciliation. Full Account Reconciliation allows Company to balance account activities. Full Account Reconciliation uses serial number and dollar amount to compare paid checks to issues and provides the results of the comparison to Company for balancing purposes. Company can enter, import, and update check issues which are compared to the checks posted to an account. If a posted check is corrected (adjusted, or reversed/re-posted), the original posted check and the corrected check are included in the Full Account Reconciliation Statements and Activity. Components of the Full Account Reconciliation Statement include: (i) an account balance summary that calculates the net activity (total credits less total debits) for the current cycle; (ii) a an Exception Item listing; (iii) a Statement of Activity that provides all credit and debit activity and matched issues for the posting cycle; (iv) an Outstanding Issue Item Listing reflecting checks that have been issued but not yet paid; and (v) Previously Cycled Issues Listing reflecting item that were paid in a previous cycle without an issue but now have the issue entered in the current cycle.

1.3. Deposit Reconciliation. Deposit Reconciliation allows Company with multiple locations to deposit into one central account. Deposits are tracked by a unique serial number on the deposit slip. Components of Deposit Reconciliation Statement include: (i) an Account Balance Summary that calculates the net activity (total credits less total debits) for the current cycle; (ii) a listing of Deposit Activity without an assigned location or serial number; and (iii) a listing of Deposit Activity by assigned location or serial number.

2. Company’s Responsibilities. Company’s use of Account Reconciliation Services does not affect any of Company’s obligations which are described in any applicable agreements or disclosures, governing your relevant accounts, as may be supplemented or amended from time to time, to discover and report with respect to Company’s Account any: (i) unauthorized signatures, alterations or endorsements on checks and (ii) unauthorized requests and other discrepancies. Company’s use of these Account Reconciliation Services or Bank’s receipt of information associated with these Account Reconciliation Services does not modify any existing Bank obligations with respect to your account(s) or the payment of checks.

TARGET/ZERO BALANCE ACCOUNT SERVICES

Company may add Target/Zero Balance Account Services to their Treasury Management Services. Target/Zero Balance Account Services is an ideal service for businesses that maintain a general operating account and separate accounts for specialized purposes such as payroll. This Service allows businesses to maintain control over disbursements and to concentrate balances in a lead account.

Our expert servicing team will provide instructions and training on the use of Vantage Bank Texas Target/Zero Balance Account Services. Our team is also available to assist with any questions or issues when using the service.

1. Target/Zero Balance Account Services. Target/Zero Balance Account Services (“ZBA Services”) allows Company to designate Lead and Subsidiary Account relationships between demand deposit accounts maintained at Bank by establishing pre-determined balances (the “Target Balance”) for the Subsidiary Accounts. Company authorizes Bank at the end of each Business Day to automatically transfer funds from the Lead Account to the Subsidiary Account(s), as necessary, to pay all charges to and checks and other items presented for payment against the Subsidiary Accounts. Similarly, Bank will automatically transfer deposits made into the Subsidiary Accounts into the Lead Account in excess of the Target Balance. In this manner, the Subsidiary Accounts will be maintained at the Target Balance.

1.1. Designation of Lead and Subsidiary Accounts. On the Service Request, Company will designate a Lead Account and at least one Subsidiary Account to be subject to the ZBA Services. Company may change the designated Lead and Subsidiary Accounts and may add or delete a Subsidiary Account by providing Bank with written notice in accordance with Bank’s security procedures. Bank will make requested changes within a reasonable time following Bank’s actual receipt of such notice.

1.2. Items Drawn on Subsidiary Accounts. Company may draw checks and other items on Company’s Subsidiary Accounts, provided the aggregate amount of such checks and other items do not overdraw Company’s Subsidiary Account and the Lead Account. Company agrees not to issue any checks or other debit items on the Lead Account or any Subsidiary Account if the aggregate amount of all such items would exceed the combined available balance of collected funds on deposit in the Lead Account and/or the Subsidiary Account(s). At the end of each Business Day, as part of Bank’s closing process for each of Company’s Lead and Subsidiary Accounts, Bank will make the funds transfers necessary to pay the checks and debit items presented for payment from such accounts. Bank will not be required to honor any checks or other debit items drawn on any Lead or Subsidiary Account if there would be insufficient available and collected funds in the Subsidiary Account and Lead Account to pay those debit items. If Bank decides, in Bank’s sole discretion, to honor an item which creates an overdraft, Company shall be subject to Bank’s non-sufficient funds (“NSF”) charges and other terms and conditions of this Agreement and any other agreement with Bank regarding negative balances, overdraft protection, if any, and the like. If Bank does honor an item that creates an overdraft on Company’s Lead Account, Bank will not be obligated to continue the practice at a later time, nor will Bank be obligated to notify Company of such discontinuance. Bank may decide the order in which checks, items or other charges will be presented and/or paid from the applicable account or dishonored for insufficient funds.

1.3. Order of Processing. After the close of each Business Day and after daily processing of other transactions made to each Lead Account and Subsidiary Account prior to the close of the Business Day, Bank will process automated sweep transactions to be made for each Lead and Subsidiary Account Company has designated. That is, at the end of each Business Day, Bank will first process transactions for each Subsidiary Account in the following order: 1) deposits to the account, 2) withdrawals from the account, and 3) automated sweep transactions. If, immediately following daily processing and prior to processing automated sweep transactions, the balance of a Subsidiary Account exceeds the Target Balance, an automated sweep transaction will be made to transfer the amount exceeding the Target Balance to the Lead Account. If, immediately following daily processing and prior to processing automated sweep transactions, the balance of a Subsidiary Account falls below the Target Balance, an automated sweep transaction will be made to transfer collected and available funds from the Lead Account to raise the balance in the Subsidiary Account to the Target Balance.

1.4. Format of Items Drawn on Subsidiary Accounts. All items drawn on or presented in connection with the Subsidiary Accounts must be in a format approved by Bank and shall contain such routing transit numbers and other information required by Bank from time to time.

2. Indirect and Unauthorized Access. Company acknowledges that access to the Lead Account balances may be gained by any Authorized Person who has signing authority on a Subsidiary Account, regardless of whether Company has also granted that person signing authority on the Lead Account.

3. Authorization. By requesting Target/Zero Balance Account Services, Company has authorized and directed Bank to make the sweep transactions contemplated in this Agreement on an automated basis and agrees to maintain adequate funds in the Lead Account and Subsidiary Accounts to cover any and all automated sweep or other transactions made using the Lead Accounts and Subsidiary Accounts. Company understands that Bank may not verify whether Company has sufficient funds in its accounts prior to processing automated sweep or other transactions. Company will be liable for any and all charges, costs, damages arising out of or in connection with the Target/Zero Balance Account Services.

4. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT BANK SHALL NOT BE LIABLE FOR ANY LOSSES, OR DAMAGES, PROXIMATELY CAUSED BY OR ARISING FROM: (I) COMPANY’S USE OF THE ZERO BALANCE SERVICES; (II) THE HONOR OR DISHONOR OF ITEMS IN ACCORDANCE WITH THE TERMS HEREOF; OR (III) THE TRANSFER OF FUNDS TO AND FROM THE LEAD ACCOUNT AND THE SUBSITIARY ACCOUNT(S) IN ACCORDANCE WITH THE TERMS HEREOF. COMPANY SPECIFICALLY AGREES THAT THE LIMITATIONS OF LIABILITY IN THE GENERAL TERMS, IN THE VBO SECTION, AND HEREIN, APPLY TO THE ZBA SERVICES.

BILL PAYMENT SERVICES

Company may add Bill Payment Services to their Treasury Management Services. Bill Payment Services is an ideal service for businesses to submit one-time and/or recurring payments to individuals or businesses.

Our expert servicing team will provide instructions and training on the use of Vantage Bank Texas Bill Payment Services. Our team is also available to assist with any questions or issues when using the service.

1. Bill Payment Services. Bill Payment Services may be offered by the Bank directly or through a third-party service provider (“Service Provider”). Company can direct Bank to make one-time, future, or recurring payments from Company’s designated Account(s) (the “Bill Payment Account”) to any person or entity, including Bank, to which Company wishes to make a payment (“Biller”). In addition to the terms in this Agreement, Company agrees to execute any other agreements that may be required by Bank’s Service Provider. References herein to Bank shall include the Service Provider.

1.1. Single Payments. A single payment will be processed on the Business Day that Company designates as the payment’s process date, provided the payment is submitted prior to the daily cut-off time established by Bank from time to time. A single payment submitted after the cut-off time on the designated process date will be processed on the next Business Day. If Company designates any day other than a Business Day as the payment’s process date, the payment will be processed on the first Business Day following the designated process date.

1.2. Recurring Payments. Company may choose to schedule payments to recur in the same amount at regular weekly, monthly, or semi-monthly intervals. When a recurring payment is processed, it is automatically rescheduled by the system. Based upon Company’s selected frequency settings for the payment, a process date is calculated for the next occurrence of the payment. If the calculated process date is any day other than a Business Day, it is adjusted based upon the following rules: (i) the payment will be processed on the first Business Day following the designated process date; and/or (ii) if Company’s frequency settings for the recurring payment specify the 29th, 30th, or 31st as a particular day of the month for processing and that day does not exist in the month of the calculated process date, then the last calendar day of that month is used as the calculated process date.

1.3. Creating New Billers and Payment Scheduling. Company may create a new Biller in the Bill Payment Service within VBO, to receive payments by entering the appropriate information. Once the new payee is set up, Company can schedule payments to the new Biller. The VBO system will designate the earliest possible scheduled payment date, based on the date the payment is entered. When scheduling payments, Company must provide ample time for Company’s payments to reach the Biller(s) and must select a scheduled payment date that is no later than the actual due date of the payment. Company will be fully responsible for all late fees, finance charges or other actions taken by the Biller. As an additional optional service, and for the applicable fee set forth in the Treasury Management Fee Schedule, Company may request that Bank expedite the processing of any payment.

2. Available Funds. Company agrees to have available and collected funds on deposit in the Bill Payment Account in amounts sufficient to pay for all bill payments requested as well as any other payment obligations Company has to Bank. If Company’s Bill Payment Account does not have sufficient funds to make a payment as of the date the payment is debited to the account, the transaction may not be completed. Bank reserves the right, without liability, to reject or reverse a bill payment if Company fails to comply with the above requirement or any other term of this Agreement. If Company does not have sufficient funds in the Bill Payment Account and Bank has not exercised its right to reverse or reject a bill payment, Company agrees to pay for such payment obligations on demand, and to be subject to Bank’s non-sufficient funds (“NSF”) charges and other terms and conditions of this Agreement and any other agreement with Bank regarding negative balances, overdraft protection, if any, and the like. Company further agrees Bank, at its option, may charge any of Company’s Accounts with Bank to cover such payment obligations and any applicable charges, including a late charge equal to the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum interest rate allowed by applicable law for any unpaid amounts, fees charged as a result of the return, and fees and costs incurred attempting to collect any unpaid amounts.

3. Payment Authorization and Payment Remittance. By designating any Biller and providing Bank with names and account information of Billers to whom you wish to direct payments, Company authorizes the Bank to follow the payment instructions that it receives through VBO. In order to process payments more efficiently and effectively, Bank may edit or alter payment data or data formats in accordance with Biller directives. Upon receipt of any bill payment instructions, Company authorizes Bank to debit Company’s Bill Payment Account and remit funds on Company’s behalf so that the funds arrive as close as reasonably possible to the scheduled payment date designated by Company. Company also authorizes Bank and/or Service Provider to credit your Bill Payment Account for payments returned to Bank by the United States Postal Service or Biller, or payments remitted to Company on behalf of another authorized user of the Bill Payment Services.

3.1. No Signature Required. When any payment or other Online Service generates items to be charged to your Bill Payment Account or any other account, Company agrees that Bank may debit Company’s Bill Payment Account or any other Company Account without requiring any authorized signature on the item, and without prior notice to Company.

4. Responsibility for Bill Payments. Bank is only responsible for exercising ordinary care in processing and sending payments upon Company’s authorization in accordance with this Agreement, and shall not be liable in any way for loss, penalties, or damages Company incurs as a result of: (i) insufficient funds in the account to cover the amount of the payment, or if the account has been closed, blocked, or has become dormant; (ii) Company’s failure to correctly identify a Biller’s name, address, phone number, or account number, to update such information as necessary, or to otherwise properly follow the instructions for making a bill payment; (iii) Company’s failure to authorize a bill payment with sufficient time for the payment to be made and properly credited by the Biller by the time it is due; (iv) delays in mail delivery; (v) a Biller’s failure to receive a payment or to credit your payment promptly after receipt; (vi) the payment processing center is not working properly and you know or have reason to know about the malfunction before Company scheduled or executed the transaction; (vii) Company’s breach of any other term and condition of this Agreement or (viii) circumstances beyond the control of Bank or Service Provider (such as, but not limited to fire, flood, or interference from an outside force) that prevents the property execution of the transaction. Further, Bank is not liable for any failure to make a bill payment if Company fails to notify Bank promptly, and no later than ten (10), after learning that it has not received credit from a Biller for a bill payment. Without limiting or diminishing the generality of the foregoing, Bank will agree to reimburse Company for any late payment fee or penalties Company is required to pay and actually pays, up to a maximum of $25.00 per scheduled payment, as a result of the failure of a Biller to receive the payment made through the Bill Payment Services, provided each of the following conditions is present: (i) Company had sufficient collected funds on deposit in the Bill Payment Account to cover the amount of the payment; (ii) Company’s instructions were properly entered and were scheduled in accordance with the scheduling terms hereof; (iii) the Biller is a business; (iv) the late payment fee or penalty, or the method of its calculation, was published by the Biller prior to the due date; and (v) Company is otherwise in compliance with the terms and conditions of this Agreement.

5. Payment Methods. Bank reserves the right to select the method in which to remit funds on Company’s behalf to its designated Biller(s). These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft payment (funds remitted to the Biller are deducted from Company’s Bill Payment Account when the laser draft is presented to the Bank for payment).

6. Restrictions on Use of Bill Payment Services. Bank reserves the right to restrict types of payees to whom payments may be made using the Bill Payment Services from time to time. Company shall not use the Bill Payment Services to make payments outside of the United States or its territories, to settle securities purchases, payments to interest bearing accounts, tax payments, or court ordered payments. Payments for these payees will be Company’s sole responsibility if delayed or improperly processed or credited.

7. Cancellation or Changes to Bill Payment Instructions. Bill Payment instructions must be changed or canceled on or before the cut-off time established by Bank from time to time on the Business Day the transaction is scheduled to be initiated. Once the Bank has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.

8. Stop Payment Requests. Bank’s ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. Bank and/or Service Provider may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If Company desires to stop any payment that has already been processed, Company must contact Bank. Although Bank will make every effort to accommodate Company’s request, Bank will have no liability for failing to do so. Bank may also require Company to present its 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 Treasury Management Fee Schedule

9. Bill Delivery and Presentment. Company may elect to have its bills presented electronically only. If Company elects to activate an electronic bill option, Company agrees it is solely responsibility to contact its Billers directly if Company does not receive its statements and further agrees to the following:

9.1. Information Provided to Biller. Bank is unable to update or change Company’s information such as, but not limited to, name, address, phone numbers and e-mail addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally, it is Company’s responsibility to maintain all usernames and passwords for all electronic Biller sites. Company also agree not to use someone else's information to gain unauthorized access to another person's bill. Bank may, at the request of the Biller, provide to the Biller Company’s e-mail address, service address, or other data specifically requested by the Biller at the time of activating the electronic bill for that Biller, for purposes of the Biller informing Company about any service hereunder and/or bill information.

9.2. Activation. Upon activation of the electronic bill feature, Bank may notify the Biller of Company’s request to receive electronic billing information. The presentment of Company’s first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. Additionally, the ability to receive a paper copy of Company’s statement(s) is at the sole discretion of the Biller. While Company’s electronic bill feature is being activated, it is Company’s responsibility to keep its accounts current. Each electronic Biller reserves the right to accept or deny Company’s request to receive electronic bills.

9.3. Authorization to Obtain Bill Data. Company’s activation of the electronic bill feature for a Biller shall be deemed by Bank and/or Service Provider to be Company’s authorization for Bank to obtain bill data from the Biller on Company’s behalf. For some Billers, Company will be asked to provide Bank and/or Service Provider with Company’s user name and password for that Biller. By providing Bank and/or Service Provider with such information, Company authorizes Bank to use the information to obtain your bill data.

9.4. Notification. Bank will use best efforts to present Company’s electronic bills promptly. In addition to notification within the Bill Payment Service, Bank and/or Service Provider may send an e-mail notification to the e-mail address listed for Company’s Bill Payment Account. It is Company’s sole responsibility to ensure that this information is accurate. In the event Company does not receive notification, it is Company’s responsibility to periodically log on to the Bill Payment Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. Company is responsible for ensuring timely payment of all bills.

9.5. Cancellation of Electronic Bill Notification. The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. Company may cancel electronic bill presentment at any time. The timeframe for cancellation of Company’s electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. The Bill Payment Service will notify Company’s electronic Biller(s) as to the change in status of Company’s account and it is Company’s sole responsibility to make arrangements for an alternative form of bill delivery. Neither Bank nor the Service Provider will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.

9.6. Non-Delivery of Electronic Bill(s). Company agrees to hold Bank harmless should the Biller fail to deliver Company’s statement(s). Company is responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly.

9.7. Accuracy and Dispute of Electronic Bill. Bank is not responsible for the accuracy of Company’s electronic bill(s). Bank is only responsible for presenting the information received from the Biller. Any discrepancies or disputes regarding the accuracy of Company’s electronic bill summary or detail must be addressed with the Biller directly. This Agreement does not alter Company’s liability or obligations that currently exist between Company and Company’s Billers.

10. Password and Security. Company agrees not to give or make available its password or other means to access its Bill Payment Service to any unauthorized individuals. Company is responsible for all payments that its Authorized Persons authorize using the Bill Payment Service. If Company or any Authorized Person permits other persons to use the Bill Payment Service or their passwords or other means to access Company’s Bill Payment Account, Company is responsible for any transactions made by such persons, whether or not authorized. If Company believes that its passwords or other means to access its Bill Payment Account have been lost or stolen or that someone may attempt to use the Bill Payment Service without its consent or has transferred money without its permission, Company must notify Bank immediately.

11. Bill Payment Service Changes. It is Company’s sole responsibility to ensure that the contact information in its user profile is current and accurate. This includes, but is not limited to name, address, phone numbers and e-mail addresses. Changes can be made either within the application or by contacting Bank. Any changes to Company’s Bill Payment Service should also be made in accordance with the procedures outlined within the application's Help files. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. The Bill Payment Service is not responsible for any payment processing errors or fees incurred if Company does not provide accurate Bill Payment Account or contact information

12. Service Termination, Cancellation, or Suspension. In the event Company wish to cancel the Bill Payment Service, please contact Bank. Any payment(s) the Bill Payment Service has already begun to process before the requested cancellation date will be completed by the Bill Payment Service. All Scheduled Payments including recurring payments will not be processed once the Bill Payment Service is cancelled. The Bill Payment Service may terminate or suspend Bill Payment Service to you at any time. Neither termination nor suspension shall affect Company’s liability or obligations under this Agreement.

13. Returned Payments. In using the Bill Payment Service, Company understands that Billers and/or the United States Postal Service may return payments to Bank and/or Service Provider for various reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. Bank and/or Service Provider will use its best efforts to research and correct the returned payment and return it to Biller, or, at the sole discretion of Bank and/or Service Provider, may void the payment and credit your Bill Payment Account. Bank and/or Service Provider will notify you if it receives a return payment and was unable to forward payment to the correct recipient

14. Information Authorization. Company’s enrollment in the Bill Payment Service may not be fulfilled if Bank cannot verify Company’s identity or other necessary information. In order to verify ownership of the Bill Payment Account(s), Bank and/or Service Provider may issue offsetting debits and credits to the Bill Payment Account(s) and may require confirmation of such from Company. Through your enrollment in the Bill Payment Service, Company agrees that Bank may obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment posting problems or for verification).

15. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT BANK SHALL NOT BE LIABLE FOR ANY LOSSES, OR DAMAGES, PROXIMATELY CAUSED BY OR ARISING FROM: (I) COMPANY’S USE OF THE BILL PAYMENT SERVICES; (II) PAYMENT OF BILLS AND WITHDRAWALS FROM BILL PAYMENT ACCOUNT IN ACCORDANCE WITH THE TERMS HEREOF; OR (III) ANY ACTIONS OR OMISSIONS OF ANY SERVICE PROVIDER. COMPANY SPECIFICALLY AGREES THAT THE LIMITATIONS OF LIABILITY IN THE GENERAL TERMS, IN THE VBO SECTION, AND HEREIN, APPLY TO THE BILL PAYMENT SERVICES.

MOBILE BANKING SERVICES (MOBILE APP)

Vantage Bank Texas offers mobile banking services combined with your handheld’s text messaging capabilities. By using Mobile Banking Services, Company agrees to the specific terms herein, and agrees to be responsible for any messages & data rates that may apply.

1. Information. Mobile Banking Services permit Company to perform business online banking functions from a mobile phone via the Vantage Bank Texas Mobile App (together with related software, the “Mobile App”). Mobile Banking Services are subject to the general terms, the specific terms for VBO Services, the specific terms herein, and any other terms and conditions that may be applicable from time to time. If Company enrolls in Mobile Banking Services, it must provide a mobile phone number and other identification as may be required by Bank. Mobile Banking Services include the following online banking services:
• Viewing account balances
• Viewing transaction information
• Viewing check images s

• Depositing checks electronically to Company’s designated qualified accounts

• Receiving account alerts and balance information via SMS text messages

• Debit card controls

2. Verification. To verify the mobile phone number Company provides, Bank will send an SMS message with a verification code to the mobile phone number Company provides during enrollment. Company must provide the verification code to Bank via VBO.

3. System Requirements. To access Mobile Banking Services, Company must have a mobile device with the Mobile App as well as any other compatible wireless hardware and software necessary to operate the Mobile Banking Services. Company understands that it also must have a mobile device wireless service plan with a suitable mobile device service provider of Company’s choice. Company is responsible for acquiring, maintaining and operating its mobile device(s) and its related hardware and software and for all associated costs and expenses, including, without limitation, all fees Company incurs for data transfers or sending or receiving messages of any kind through its service plan. Bank is not responsible for errors or failures of your mobile device or its software or your service plan and is not responsible for any viruses or related problems that may be associated with Company’s use of Mobile Banking Services or VBO.

4. Mobile Banking Security. The provisions of the Agreement regarding Company identification, account security, and confidentiality of passwords and login credentials apply to Mobile Banking Services. Company understands that it is responsible for ensuring that its Authorized Person maintain the security and confidentiality of their login credentials for the Mobile App and login credentials for their phone or mobile device. A person with access to your login credentials may use them to gain unauthorized access to Company’s Account information or to make unauthorized transfers.

5. Privacy and User Information. Company acknowledges that in connection with Company’s use of Mobile Banking Services, Bank and its affiliates and service providers, including but not limited to Fiserv, Inc., and its affiliates, may receive names, domain names, addresses, passwords, telephone and device numbers, the content of messages, data about Company’s usage of the service (such as session length, number of transactions and geolocation), data files and other data and information provided by Company or from other sources in connection with the Mobile Banking Services and the Mobile App (collectively “User Information”). Bank and its affiliates and service providers will maintain reasonable safeguards to protect the information from unauthorized disclosure of use, but reserve the right to use and disclose this information as reasonably necessary to deliver Mobile Banking Services and as otherwise permitted by law, including compliance with court orders or lawful instructions from a government agency, to protect the personal safety of subscribers or the public, to defend claims, and as otherwise authorized by Company. Bank and its affiliates and service providers also reserve the right to monitor use of the App for purposes of verifying compliance with the law, these terms and conditions and any applicable license, but disclaim any obligation to monitor filter, or edit any content.

6. Restriction on Use. Company agrees not to use the Mobile App in or for any illegal, fraudulent, unauthorized or improper manner or purpose and will only be used in compliance with all applicable laws, rules and regulations, including all applicable state, federal, and international Internet, data, telecommunications, telemarketing, “spam”, and import/export laws and regulations, including the U.S. Export Administration Regulations. Without limiting the foregoing, Company agrees that Company will not use Mobile Banking or its related software to transmit or disseminate: (i) junk mail, spam, or unsolicited material to person or entities that have not agreed to receive such material or to whom Company do not otherwise have a legal right to send such material, (ii) material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its clients or subscribers, (iii) material or data, that is illegal, or material or data, as determined by Vantage Bank Texas (in its sole discretion), that is harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable, materials that are harmful to minors or excessive in quantity, or materials the transmission of which could diminish or harm the reputation of Vantage Bank Texas or any third-party service provider involved in the provision of Mobile Banking Services; (iv) material or data that is alcoholic beverage-related (e.g., beer, wine or liquor), tobacco-related (e.g., cigarettes, cigars, pipes, chewing tobacco), guns or weapons related (e.g., firearms, bullets), illegal drugs-related (e.g., marijuana, cocaine), pornographic-related (e.g., adult themes, sexual content), crime-related (e.g., organized crime, notorious characters), violence-related (e.g., violent games), death-related (e.g., funeral homes, mortuaries), hate-related (e.g., racist organizations), gambling-related (e.g., casinos, lotteries), specifically mentions any wireless carrier or copies of parodies the products or services of any wireless carrier; (v) viruses, Trojan horses, worms, timebombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information, (vi) any material or information that is false, misleading, or inaccurate; (vii) any material that would expose Vantage Bank Texas, any third-party service provider involved in providing Mobile Banking Services, or any other third party. Company agrees that Company will not attempt to: (a) access any software or services for which Company’s use has not been authorized; or (b) use or attempt to use a third party’s account; or (c) interfere in any manner with the Mobile App or the provision of Mobile Banking Services, or other customers of Mobile Banking Services; or (d) otherwise abuse Mobile Banking Services or the Mobile App.

7. Third-Party Service Access. Mobile Banking Services may enable access to Bank’s and third-parties’ services and websites, including GPS locator websites. Use of such services may require internet access and that Company accept additional terms and conditions applicable thereto. To the extent this Mobile App allows Company to access third-party services, Bank, and those third-parties, as applicable, reserve the right to change, suspend, remove, or disable access to any of those services at any time without notice. In no event will Bank be liable for the removal of or disabling of access to any such services. Bank may also impose limits on the use of or access to certain services, in any case and without notice or liability.

8. Touch ID for Mobile App. Touch ID is an optional fingerprint sign-in method for the Mobile App that may be available on devices that have a fingerprint scanner. To use Touch ID, Company will need to save Company’s fingerprint and complete any setup required by Company’s mobile device (for more help with fingerprint scanning, contact the manufacturer that supports Company’s mobile device). Fingerprints are stored on Company’s device only and Bank never sees or stores Company’s fingerprint information. Company acknowledges that by enabling Touch ID, Company will allow anyone who has a fingerprint stored on Company’s device access to Company’s personal and Company Account information within the Mobile App. Bank reserves the right to suspend or disable this feature at any time. To use touch ID within the Mobile App on multiple devices, Company will need to set it up for each device. Company can enable or disable Touch ID anytime.

9. Card Controls. A card controls feature (“Card Controls”) may be available within the Mobile App. This feature is only available for debit cards issued by Bank that Company registers within the Mobile App. Card Controls alerts and controls Company set through use of the Mobile App may continue to apply, even after Company deletes the Mobile App or removes it from Company’s mobile device. Company must contact Bank to discontinue the alerts and controls. Certain Card Controls functionality within the Mobile App may not be available for all transactions. Controls and alerts based on the location of the mobile device where the Mobile App is installed or the location of the merchant where the card is being attempted for use may not apply appropriately to card-not-present transactions or transactions where the actual location of the merchant differs from the merchant’s registered address.

10. Alerts. Company’s enrollment in VBO and/or Mobile Banking Services includes enrollment to receive transaction alerts and notifications (“Alerts”). Alerts are electronic notices from Bank that contain transactional information about Company’s Account(s).

10.1. Categories of Alerts. Alerts are provided within the following categories:

• Mandatory Alerts provide Company with important account notifications, such as information about changes to Company’s online passwords, PINs, or login information. Company does not have the option to suppress Mandatory Alerts.

• Account Alerts provide Company with notification of important account activities or when certain changes are made to Company’s designated Accounts. These Alerts are automatically activated for Company. Although Company may suppress these Account Alerts, Bank strongly recommends that Company not do so because they provide important information related to the Services.

• Additional Alerts must be activated by Company to be enabled from the Mobile App.

10.2. Alerts Methods of Delivery. Bank may provide Alerts through one or more of the following channels (“EndPoints”): (a) a mobile device, by SMS text message; (b) a mobile device, by push notification; (c) an e-mail account, by an e-mail message; or (d) VBO message in-box, by an e-mail message. Company agrees to receive Alerts through these EndPoints, and it is Company’s responsibility to determine that each of the service providers for the EndPoints described in (a) through (c) above supports the SMS text message, push notification, or e-mail Alerts provided through the Alerts service. Please be advised that text or data charges or rates may be imposed by Company’s EndPoint service provider. Alert frequency varies by account and preferences. Company agrees to provide Bank a valid mobile phone number or e-mail address so that Bank may send Alerts to Company. If Company’s e-mail address or Company’s mobile device’s number changes, Company are responsible for informing Bank of that change. Company’s Alerts will be updated to reflect the changes that Company communicates to Bank regarding Company’s primary and secondary email addresses or mobile device number.

10.3. Mobile Phone Communications. By electing to receive Alerts, or any other mobile phone communications described in this Agreement, Company expressly agrees that Bank may send to Company SMS text messages, calls and messages, including, but not limited to, prerecorded and artificial voice, text, and autodialed calls and messages, from Bank, its agents, representatives, affiliates or anyone calling on Bank’s behalf at the specific number(s) Company provides to Bank, or numbers Bank can reasonably associate with Company’s account (through skip trace, caller ID capture or other means). Company certifies, warrants and represents that the telephone numbers that it provides to us are belong to Company or are otherwise expressly authorized contact numbers. Company represents that it is permitted to receive calls at each of the telephone numbers Company provided to Bank. Company agrees to promptly alert Bank whenever Company stops using a telephone number.

10.4. Stopping Alerts. Company may elect to stop receiving non-Mandatory Alerts at any time within the Mobile App or by notifying Bank in writing.

10.5. Limitations. Bank provides Alerts as a convenience to Company for informational purposes only. An Alert does not constitute a bank record for the deposit or credit account to which it pertains. Bank strives to provide Alerts in a timely manner with accurate information. However, Company acknowledges and agrees that Company’s receipt of any Alerts may be delayed or prevented by factor(s) affecting Company’s mobile phone service provider, internet service provider(s) and other factors outside Bank’s control. Bank neither guarantees the delivery nor the accuracy of the contents of each Alert. Company agrees to not hold Bank, its directors, officers, employees, agents and service providers liable for losses or damages, including attorneys’ fees, that may arise, directly or indirectly, in whole or in part, from (i) a non-delivery, delayed delivery, or the misdirected delivery of an Alert; (ii) inaccurate or incomplete content in an Alert; or (iii) Company’s reliance on or use of the information provided in an Alert for any purpose.

10.6. Alert Information. Company acknowledges that Alerts may not be encrypted and may include Company’s name and other information about Company’s Accounts, and anyone with access to Company’s Alerts will be able to view the contents of these messages. Company agrees Bank is not responsible for encrypting Alerts or for any disclosure of Company information caused by anyone’s access to Company’s Alerts.

11. LIMITATION OF LIABILITY. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK’S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE, COMPANY FURTHER AGREES THAT BANK SHALL NOT BE LIABLE FOR ANY LOSSES, OR DAMAGES, PROXIMATELY CAUSED BY OR ARISING FROM: (I) COMPANY’S USE OF THE MOBILE BANKING SERVICES OR THE MOBILE APP; (II) INTERRUPTIONS OR OTHER INTERFERENCE WITH THE MOBILE BANKING SERVICES; (III) ANY ACTIONS OR OMISSIONS OF ANY THIRD-PARTY OR SERVICE PROVIDER. COMPANY SPECIFICALLY AGREES THAT THE LIMITATIONS OF LIABILITY IN THE GENERAL TERMS, IN THE VBO SECTION, AND HEREIN, APPLY TO THE BILL PAYMENT SERVICES.

LOCKBOX SERVICES

Company may add Lockbox Services to its Treasury Management Services. Lockbox Services can help Company expedite processing of receivables by allowing Bank to receive, review, process and deposit Company payments directly into the designated Company Account.

Our expert servicing team will provide instructions and training on the use of Vantage Bank Texas Lockbox Services. Our team is also available to assist with any questions or issues when using the service.

1. The Service. Lockbox Services contemplates Bank’s assistance to Company in receiving and processing checks and other payments directed by Company’s customers to Company for deposit to Company’s Account with Bank. The Company will be required to complete a Lockbox Service Request for each Company Account that the Company requests be included in the Lockbox Service. Bank may begin to provide Lockbox Services upon Bank’s approval of Company’s Service Request. “Cash” shall mean U.S. currency and coin money. “Items” shall mean checks or other payment orders drawn on a bank or depository institution located in the United States.

2. Remittance Address. Company agrees to direct all envelopes containing items to be processed under the Service Request to be mailed to the address and Post Office Box Number (the "Lockbox") provided by Bank. Items not directed to the Lockbox cannot be processed through Lockbox Services.

3. Mail Collection. Bank will collect the contents of the Company's Lockbox once each Business Day for delivery to Bank premises. Bank and Company may agree that Bank may collect Lockbox contents more or less frequently than once each Business Day. Bank, however, is not obligated to collect Lockbox contents more than once each Business Day. Alternatively, Bank may, but is not obligated to, arrange for delivery of items directed to the Lockbox to be delivered by the U.S. Postal Service directly to Bank premises. Bank may employ a contractor or agent, such as an armored vehicle service provider or similar service, to collect Lockbox contents for delivery to Bank premises.
4. Inspection and Processing of Items. Bank will open each envelope collected from the Lockbox and delivered to Bank and will remove the contents thereof. Each Item and any Cash contained in each envelope will be inspected and handled in the following manner:

4.1. Acceptable Payees. “Acceptable Payee” means the Company or one of the payees identified on the applicable Service Request or a reasonable variation thereof. Bank reserves the right, in its sole discretion, to determine whether a payee on an Item or other instrument is a reasonable variation of an Acceptable Payee. If the payee or endorsee of an Item is not an Acceptable Payee or reasonable variation thereof, the Item will NOT be deposited. To the fullest extent permitted by applicable law, Company hereby agrees to reimburse and indemnify Bank for and hold the Bank harmless against any claims, controversies, losses, liabilities, suits, judgments, costs and expenses at any time incurred in defending against any such claim or controversy, arising out of or in connection with the Bank's depositing an Item payable to or endorsed in favor of an Acceptable Payee or a reasonable variation thereof, as aforesaid.

4.2. Foreign Banks and Currency. Company agrees that checks or payment orders drawn on foreign banks or payable in a foreign currency will NOT be deposited in the Lockbox. If such checks or payment orders are deposited in the Lockbox, Bank may, in its sole discretion, process such checks or payment orders for collection. If a check or payment order drawn on a foreign bank or payable in a foreign currency is processed for collection, Bank will credit Company’s Lockbox Account for the actual amount that is collected by Bank in U.S. dollars, less all fees and charges incurred in processing the check or payment order. Company is responsible for paying all fees and charges incurred in processing the check or payment order. Bank has no control over foreign currency exchange rates or fees and charges charged by other parties in connection with the collection of items described in this paragraph. Bank assumes neither risk of loss nor any liability which any person (including the Company) may suffer by reason of any fluctuation(s) in exchange rate(s). Bank is not responsible for determining whether a payment in a foreign currency is sufficient to satisfy any amount due to Company.

4.3. Cash. Company will advise clients not to send cash payments to the Lockbox. Cash payments may be stolen in the mail. Clients of Company may send mistaken amounts of payments and may record an amount on a payment stub that differs from the amount of cash actually sent to the Lockbox. Cash payments may also be subject to counting or accounting errors. Cash received through the Lockbox Service will be processed by Bank who shall count and verify the amount of Cash collected from each envelope delivered from the Lockbox. Each Cash payment will be converted into a "Cash Substitution Document" for processing. The Cash Substitution Document will document the amount of Cash received for the payment. Cash received through the Lockbox without a paystub or reasonably apparent payor, as determined by Bank in its sole discretion, shall be deposited to Company’s Lockbox Account, and Bank shall notify Company of the amount of Cash received without an apparent payor. The Cash payment documentation method described in this Section shall be deemed reasonable care by Bank with respect to counting Cash received through the Lockbox Services. The Cash Substitution Document and each book entry created based on such Cash Substitution Document shall be deemed conclusive proof of the amount of Cash received with respect to a particular payment. COMPANY SHALL INDEMNIFY AND HOLD HARMLESS BANK AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, DAMAGES, LOSSES, LIABILITY, OR OTHER HARM OR COSTS, INCLUDING, BUT NOT LIMITED TO ATTORNEY’S FEES (COLLECTIVELY “LIABILITIES” ARISING OUT OF OR IN CONNECTION WITH BANK’S PROCESSING OF CASH PAYMENTS, INCLUDING LIABILITIES ARISING OUT OF OR IN CONNECTION WITH BANK’S NEGLIGENT ACTS OR OMISSIONS.

4.4. Unacceptable Items. “Unacceptable Items” are Items or any other payment orders or instruments which are not legible, which do not bear a MICR line, which cannot be truncated, which are not properly indorsed or executed, or which are otherwise found, in Bank’s sole discretion, to be unacceptable for deposit or truncation. Bank may, in its sole discretion, deem stale-dated Items, post-dated Items, or items bearing indicia of fraud to be Unacceptable Items. Bank shall be under no obligation to determine and shall not be subject to liability under any circumstances for stale-dated, post-dated, or fraudulent Items that are deemed to be acceptable items and are processed and deposited to Company’s Lockbox Account. Unacceptable Items will NOT be processed for deposit to the Lockbox Account, taken for collection, or truncated. Unacceptable Items, correspondence and other items accompanying Unacceptable Items, envelopes which contain correspondence only, and any other documents not processed for deposit will be forwarded to Company.

4.5. Processing Procedures for Acceptable Items. Each Item found to be acceptable for processing after inspection and all Cash Substitution Documents will be processed as instructed by Company in the applicable Service Request. The following endorsement will be applied to each Item deemed acceptable by Bank and deposited to Company’s Lockbox Account: "Credited to the Account of the within named payee, absence of endorsement guaranteed, Vantage Bank Texas." Bank may truncate Items, create and image of Items, or may create a Substitute Check, as defined by Regulation CC, for purposes of processing Items. Bank shall not be required to retain original Items.

4.6. Images. The front and back of each Item and each Cash Substitution Document deposited will be imaged in processing sequence. The images will be retained at the Bank. A copy of the images of any Item or Cash Substitution Document deposited will be provided to the Company upon written request. For each request, the Company must provide the deposit date, deposit total, and the position of the Item or Cash Substitution Document on the related listing.

4.7. Deposits. Bank may make one or more deposits of Items and/or Cash Substitution Documents received each Business Day, unless otherwise requested in writing by the Company.

4.8. Assembly. The following information regarding each deposit will be assembled and batched by deposit (a "Deposit Batch") and forwarded to the Company: (i) deposit receipt; (ii) a listing of all Items and Cash Substitution Documents included in the deposit; (iii) photocopies, as requested by the Company; and (iv) any accompanying correspondence or papers included in an envelope removed from the Lockbox and relating to an Item or Cash Substitution Document included in such deposit.

5. No Other Duties. Bank shall have no other obligations or responsibilities to Company than those that are expressly stated herein and the Lockbox Service Request.

Business Banking

International

Personal

About Vantage Bank

Treasury Management Services Terms & Conditions

VANTAGE BUSINESS ONLINE

REMOTE DEPOSIT CAPTURE

MOBILE DEPOSIT CAPTURE

WIRE TRANSFER SERVICES

AUTOMATED CLEARING HOUSE (ACH) SERVICES

POSITIVE PAY SERVICES

ACH BLOCKS & FILTERS

ACCOUNT RECONCILIATION SERVICES

TARGET/ZERO BALANCE ACCOUNT SERVICES

BILL PAYMENT SERVICES

MOBILE BANKING SERVICES (MOBILE APP)

LOCKBOX SERVICES

Business Banking

International

Personal

About Vantage Bank

Treasury Management Services Terms & Conditions

VANTAGE BUSINESS ONLINE

REMOTE DEPOSIT CAPTURE

MOBILE DEPOSIT CAPTURE

WIRE TRANSFER SERVICES

AUTOMATED CLEARING HOUSE (ACH) SERVICES

POSITIVE PAY SERVICES

ACH BLOCKS & FILTERS

ACCOUNT RECONCILIATION SERVICES

TARGET/ZERO BALANCE ACCOUNT SERVICES

BILL PAYMENT SERVICES

MOBILE BANKING SERVICES (MOBILE APP)

LOCKBOX SERVICES

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