Digital Corporate Services Agreement

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Cash Management Software Agreement

• THIS AGREEMENT governs your use of Cash Management Services provided through Digital Corporate Banking (Service or Services) offered to you (Customer) by Gulf Coast Bank and Trust Company (Bank). In this Agreement, Customer, you and your refer to the business organization(s) and/or natural person(s) named in the Bank's records as the owner(s) and/or officer(s) of the Account(s) and authorized Employee(s) enrolled in the Services. This Agreement is entered into by the owner(s) and/or officer(s) of the Client as authorized by Bank Resolution(s) for the Account(s) enrolled in the Services and Bank. The terms and conditions of this Agreement are in addition to, and shall supplement the terms, conditions, rules, and regulations that apply to any of your existing GCB accounts or services of GCB which you currently use. Without limiting the foregoing, this Agreement is in addition and supplemental to: a) any deposit agreement you have regarding any bank account(s) you have with GCB; b) the Digital Service E-Sign Disclosure and Consent between you and the Bank (such agreement is a condition to your access to and use of the Digital Corporate Services offered hereunder), c) the General Terms of Use found on our Website; d) the terms or instructions appearing on a screen when enrolling for, activating, accessing, or using any services on our Website or through a mobile device; e) our rules, procedures and policies, as amended from time to time, that apply to the Digital Corporate Services, f) any then-current rules and regulations of any funds transfer system or payment system used in connection with any account you access through the Bill Pay system; and g) state and federal laws and regulations, as applicable. Your deposit agreements will continue to apply to your relationship with GCB, and if this Agreement conflicts with another agreement, or another agreement has terms that are not addressed in this Agreement, then the other agreement will control and take precedence, unless this Agreement specifically states otherwise. The other agreement will only control with respect to the Account or Service it is associated with, and only to the extent necessary to resolve the conflict or inconsistency.
• The information you provide to GCB and its third-party service providers, including your personal information, is subject to the terms of our GCB Privacy Policy and Security Statement, available at https://www.gulfbank.com/privacy-policy-and-security-statement . By entering into this Agreement, you represent that you have read, understood, and accepted the GCB Privacy Policy and Security Statement.

• General. The Cash Management services to be provided by the Bank to the Customer consists of a software program (Program) that permits Customer to obtain certain account information, transmit Internal and External Fund and File transfers, request Wire Transfers, import check Issue Files, submit payment via Business Bill Payment, process deposits onsite and retrieve monthly statements, services collectively to be known as Digital Corporate Banking, but hereinafter will be referred to as the (Services). Services are provided by the Bank for access and use by Customer. Q2, Inc. is the sole owner and licenser for the computer software program and has granted the Bank the right to sublicense the Program to Customers.
• Services. Services that require separate agreements include Funds Transfer Services, Business Bill Pay, Stop Payment, Positive Pay, and Electronic Check Processing (Desktop Teller).
• Use of Program/Limited Sublicense. The Bank hereby grants to the Customer a sublicense for use of the Program, subject to the terms and conditions set forth in this Agreement. Customer acknowledges and agrees that the Program documentation is valuable, confidential, and proprietary property and agrees not to transfer distribute, copy, reverse compile, modify or alter the Program or the Program documentation.
• Term. This Agreement is effective from the date the Program is received by Customer and shall remain in force until termination. The Agreement shall be terminated (i) upon thirty (30) days prior to written notice by either party to the other, (ii) upon termination of the relationship between the parties, (iii) if the Customer fails to comply with the terms and conditions of this Agreement, or (iv) upon termination of the software license agreement between Bank and Q2, Inc. Customer agrees to return all written and electronic documentation and any access device provided by Bank to Customer related to the Program to Bank upon termination. Customer shall retain no copies in any form. The provisions of this Agreement that protect the proprietary rights of Q2, Inc. and Bank will continue in force after termination.
• Disclaimer of Warranty. No warranties with respect to the Program are made by said Bank nor does it warrant that the Program will meet specific requirements of Customer. Neither Bank nor Q2, Inc. make any warranty of any kind, either express or implied, with respect to the use of the Program. Bank and Q2, Inc. disclaim any and all implied warranties of merchantability and fitness for a particular purpose. Customer assumes the entire risk as to the quality and performance of the Program and documentation.
• Limitation of Liability.
  • In no event shall Bank or Q2, Inc. be liable to Customer for any damages, including lost profits, lost savings or other direct, indirect, special or consequential damages arising out of the use or inability to use the Program and documentation, or for any claim by another party.
  • Customer shall be solely responsible for protecting against unauthorized access to Program through the use of physical security, passwords and other security procedures. Bank will be held harmless for processing any request received by Customer.
  • Where Customer has access to funds transfer features of Services, which include Wire Transfer, External Transfer (Electronic Funds Origination or ACH) or Internal Transfer, Bank will only accept transfer requests upon proper execution of security procedures that are entirely within Customer's control. Bank may consider funds transfer requests received from Customer as having been authorized by Customer and Bank shall be held harmless for executing any transfer.
  • Where Customer elects to execute Stop Payment requests through the Program, Bank will honor the request as long as the Stop Payment is entered within a reasonable period of time before the item is presented for payment. Customer is responsible for verifying that the item has not already been posted to the account. If a stopped item has been presented for payment prior to the entry of the Stop Payment, Bank shall not be liable for any loss incurred by Customer arising from the event.
• Security.
  • Secure Mail system is available in the Digital Corporate Banking system. It is recommended that the computer and/or electronic device used to access Digital Corporate Banking is not used to send or receive emails from any program other than the Secure Mail system to avoid accessing links that may cause an internal security breach.
  • You agree that any email that contains account specific or personal information will be sent using the Secure Mail system inside of Digital Corporate Banking.
  • The Services are accessed through the Internet, which is a public system over which we have no control. It is therefore your duty to make sure that any computer or other device which you use to access the Services is free from and adequately protected against acquiring computer viruses and other destructive or disruptive components. It is recommended that the system used to access Digital Corporate Banking is not used to access other internet sites.
  • You agree that you are solely responsible for the performance and protection of any browser used in connection with Digital Corporate Banking including installation of all security patches and other security measures issued or recommended from time to time by the suppliers of such browsers.
  • You agree 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 software, is your sole responsibility, and that you are solely responsible for security, encrypting, protecting and otherwise safeguarding Company owned data and equipment.
  • You agree to establish, maintain and update commercially reasonable policies, procedures, equipment and software controls that will safeguard the security and integrity of your computer system and information from unauthorized use, intrusion, takeover or theft and prevent your Password from unauthorized discovery or use. You bear all risk of fraudulent transfers and other losses arising from any internal security breach or from the interception of your communications prior to their receipt by us. We will not reimburse you in connection with losses due to an internal security breach. You agree that we are authorized to execute any instruction received by us with your Password.
  • You agree to notify Bank immediately in the event you suspect your system or Password may have been compromised.
  • It is recommended that a password protected screen saver is utilized with a maximum time of no more than 15 minutes for lockout.
  • See Section 10 Corporate Account Takeover (CATO) Best Practices for Online Security for additional requirements.
• Recommended Hardware and Software Requirements.
• Authorized Access.
  • Owner(s) and/or officer(s) of Client may designate specified access to individuals they employ or other designee with a business purpose for access. Client acknowledges that these individuals are bound by the Terms set forth in this Agreement and assumes sole responsibility for monitoring employee and/or designee use of the Program. Client is required to notify bank in writing when additions, deletions or modifications are requested, especially in the event that employment is terminated for any reason.
  • Client agrees that the access of any authorized employee who fails to access the Services for a period of 180 days or longer will be removed, and a request to reinstate that employee will be required to establish authorized access and new login credentials.
• Corporate Account Takeover (CATO) Best Practices for Basic Online Security Requirements.
  • Customer agrees to provide continuous communication and education to employees using online banking systems and to provide enhanced security awareness training that will help ensure employee’s understanding of the security risks related to their duties.
  • Customer agrees to update anti-virus and anti-malware programs frequently.
  • Customer agrees to update, on a regular basis, all computer software and electronic devices to protect against new security vulnerabilities (patch management practices).
  • Customer agrees to communicate to employees that passwords should be strong and should not be stored on the device used to access online banking.
  • Customer agrees to adhere to dual control procedures. If dual control procedures are not put in place, customer acknowledges non-compliance with this requirement and accepts full responsibility for transactions conducted by each employee given single authorization access.
  • Customer acknowledges that a Secure Access Codes or a Security Token is required to originate ACH transactions, Wire Transfers, and Administrative functions.
  • Customer agrees to designate a separate device to be used for the origination of ACH transactions and Wire transfers.
  • Customer agrees to practice ongoing account monitoring and reconciliation, especially near the end of the day.
  • Customer agrees to adopt advanced security measures by working with consultants or dedicated IT staff.
  • Customer agrees to utilize resources provided by trade organizations and agencies that specialize in helping small businesses.
  • Customer acknowledges that the Bank has provided information regarding education and informative resources at www.gulfbank.com regarding online security and common security threats and actions to take in order to prevent, detect, and respond to those cyber threats.
  • Customer acknowledgment of Bank's Online Security Requirements and recommendation of adherence to dual control procedures:
• eMail
  • You agree that you have and will have access at all times to a valid email address for as long as you have any Account enrolled in any Service. It is your sole responsibility to advise us immediately of any changes or updates to your designated email address by contacting Business Solutions Support at 504-544-6380 or by emailing BusinessSolutions@gulfbank.com using Secure Mail.
  • You agree that all email correspondence that contains sensitive information, including but not limited to account numbers, will be sent via Secure Mail to BusinessSolutions@gulfbank.com.
• Funds Transfer Services. In addition to account information reporting, Customer may request access to certain Funds Transfer Services as described below. If Customer requests the ability to use the Funds Transfer Services described, the following conditions shall apply:
  • External Transfers - Customer acknowledges that Electronic Funds Origination (EFO) feature of the Services is an alternate entry system for issuing funds transfer requests to the Automated Clearing House (ACH) network. A separate EFO Agreement between Customer and Bank is required. This EFO Agreement shall govern the acceptance and liability for all External Transfer requests. It is recommended that External Transfers require release by a Supervisor or Administrator.
  • Wire Transfer - Customer acknowledges that the Wire Transfer of funds feature of the Services is an alternate entry system for issuing Wire Transfer orders between Customer and Bank. A separate Wire Transfer Agreement between Customer and Bank is required. This Wire Transfer Agreement shall govern the acceptance and liability for Wire Transfer requests using the Services. It is recommended that Wire Transfers require review and release by a Supervisor or Administrator.
• Business Bill Pay. Customer has the ability to enroll in our Business Bill Payment Service through our third party service provider. Customer will be required to establish access levels for the set up and submission of bill payments. Customer acknowledges that the Bill Pay feature of the Services is an alternate entry system for establishing Bill Payments. Customer will be provided with and must agree to the Terms of the Bill Payment Services upon enrollment in the service.
• Stop Payment. Customer acknowledges that the Stop Payment feature of the Services is an alternate entry system for issuing Stop Payment orders between Customer and Bank. A separate Stop Payment Agreement between Customer and Bank is required. The Stop Payment Agreement shall govern the acceptance and liability for all Stop Payment requests.
• Positive Pay. Customer acknowledges that the Positive Pay feature of the Services is an alternate entry system for issuing checks into the system for monitoring purposes. A separate Positive Pay Service Agreement is required. The Positive Pay Service Agreement shall govern the acceptance and liability for all Positive Pay services.
• Electronic Check Processing (Desktop Teller). Customer acknowledges that the Desktop Teller feature of the Services is an alternate entry system for submitting deposits. A separate Electronic Check Processing Agreement is required. The Electronic Check Processing Agreement shall govern the acceptance and liability for all Desktop Teller services.
• Tax Payments. Customer acknowledges that Tax Payments is an Electronic Funds Origination service that requires that Customer be enrolled in the Electronic Federal Tax Payment System (EFTPS).
• Administrative Options. Customer acknowledges that Administrative features are available and that use of these features will allow the designated Administrator to add, delete or modify specified users and/or services. Approved access to Administrative features will be based on Services provided. Client acknowledges that it is your sole responsibility to monitor additions, deletions or modifications made by the designated Administrator. The Administrative Options will be designated by Client in the Business Solutions Client Authorization.
• Electronic Statements and Notices.
  • Customers enrolled in Bank's eStatement service have the ability to retrieve a .pdf version of the periodic statement(s) and certain notices and will receive an email notification when the periodic statement(s) and/or notices are available for viewing.
  • Customer has the ability to retrieve and import item images through the Transactions option of the Service. Customer is able to request images of items posted and cleared during the statement cycle as an attachment to their monthly periodic when enrolled in the Bank's eStatement service.
• Credit Underwriting and Annual Review.
  • Approval for access to External Transfers (ACH) will be granted based on Bank's Credit approval standards. Once this Service has been established, a periodic review will be performed. Bank reserves the right to remove access to this service and/or reduce access limits based on the results of the review. Bank also reserves the right to request Customer establish a line of credit in conjunction with the External Transfer Service.
  • Customers enrolled in External Transfer Service will be required to acknowledge adherence to Security Procedures and receipt of the ACH Rules on an annual basis.
  • Approval for access to Desktop Teller will be granted based on Bank's Credit approval standards. Once this Service has been established, a periodic review will be performed. Bank reserves the right to remove access to this service and/or reduce deposit limits based on the results of the review. The Review process for Desktop Teller includes an onsite visit to ensure Customer is in compliance with all requirements of the Service.
• Access and Cut off Times.
  • Access to the Service will be available 24/7. Customer can establish more restrictive access based on hours, locations and IP address. Clients will be restricted to drafting ACH and Wire transactions between 5:00 AM and 11:00 PM Daily. Cut off time for Internal Transfers is 6:00 P.M. Central Standard Time on a Business Day. A Business Day is Monday through Friday, excluding Federal Holidays.
  • Additional Cut off times for External Transfers, Wire Transfer and Desktop Teller are included in separate Agreements for these Services.
• Secure Access Codes/Security Tokens. Access to External Transfers and Wire Transfer requires use of a Secure Access Code or a Security Token provided by Bank. Prior to processing of an External Transfer and/or Wire Transfer requires Transaction Level Authentication, which is obtained by use of the Secure Access Code or a Security Token.
• Business Solutions Client Authorization. Customer acknowledges that the Business Solutions Client Authorization document is required. The Business Solutions Client Authorization sets forth specific access for each Service offered. Additions, Deletions, and Modifications to access to the services will require a signed Addendum that will be specific to the service being modified.
• Fees. Fees payable by Customer for access to and use of the Program shall be at a rate specified by the Bank's Fee Schedule, incorporated in the Business Solutions Client Authorization, unless otherwise negotiated, and amended from time to time. Bank may change fees upon thirty (30) days prior written notice.
• Changes to the Terms of This Agreement. Except as otherwise required by law, rule, regulation or specific provisions of this Agreement, we may change the terms of this Agreement without prior notice to you from time to time and at any time. When changes are made, we will communicate the new Terms through Secure Mail or to your email address we have on file for your participation in the Service on or before the effective date of the change.
• Notices, Instructions, Etc.
  • Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Signer by written notice to Bank signed by owner(s) or officer(s) authorized by Bank Resolution. Such notice shall be effective on the second business day following the day of Bank's receipt thereof.
  • Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered or sent by Secure Mail to BusinessSolutions@gulfbank.com via Secure Mail.
  • Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any person, or to provide any notice or advice to Customer or any other person with respect to any matter.
• Miscellaneous
  • This Agreement, together with the written agreements for the Customer's selected Services and the Terms and Conditions of Your Account, provided at account opening and applicable Bank rules and regulations represent the entire understanding of the parties. If any portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.
  • Customer agrees not to sublicense, assign or transfer this license or the Program except as expressly provided in this Agreement.
• Governing Law. This Agreement is governed by the laws of the State of Louisiana (except Federal law governs the copyright and trademarks of Fiserv Solutions, Inc. and its successors it assigns).
• Spanish Language Option
  1. By default, our Digital Banking service is presented in English. As a courtesy, you are able to view several Digital Banking pages and services in Spanish by selecting Spanish from Settings>Languages page.
  2. Due to portions of our Digital Banking services being provided by dual partnerships with third party service providers, there are certain services that will continue to be presented in English.

a. For System requirement details, visit our website at: https://www.gulfbank.com/hardware-and-software-requirements

Stop Payment Agreement

THIS SERVICE AGREEMENT governs your use of Stop Payment Service as a Service Agreement (Agreement) under the Gulf Coast Bank and Trust Cash Management Software Services Agreement (Cash Management Software Services Agreement) by and between Bank and Customer and sets forth the terms and conditions pursuant to which Bank will provide to Customer the Stop Payment Service outlined herein (Service). Bank and Customer agree that by executing this Service Agreement, Customer acknowledges receipt of and agrees to the terms of the Cash Management Software Services Agreement and that this Service Agreement becomes part of the Cash Management Software Services Agreement. Terms not otherwise defined in this Service Agreement shall have the meaning ascribed to those terms in the Cash Management Software Services Agreement. In the event of inconsistency between a provision of this Service Agreement, the Uniform Commercial Code as in effect in the State of Louisiana (the UCC), and/or the Cash Management Software Services Agreement, the provisions of this Service Agreement shall prevail.

• Account Services.
  • Customer requests and agrees to accept from Bank, and Bank agrees to provide Stop Payment Service to Customer. The Service shall apply to the business checking accounts of Customer, maintained at Bank as specified in the Business Solutions Customer Authorization (Authorized Accounts).
  • Additional accounts can be added by the Customer by submitting the Stop Payment Service Addendum. Customer agrees to notify Bank when an Authorized Account is closed.
  • Owner(s) and/or officer(s) of Customer may designate specified access to the Stop Payment Service to themselves or to individuals in their employ (Employee). Customer acknowledges that these individuals are bound by the Terms set forth in this Agreement and assumes sole responsibility for monitoring employee's use of the Service. Customer is required to notify bank in writing when additions, deletions or modifications are requested, especially in the event that employment is terminated for any reason.
• Ability to Stop Payment.
  • Customer acknowledges that authorized Employee shall have the ability to electronically enter Stop Payment orders with respect to checks written on accounts that are accessible through the Services. Prior to placing a Stop Payment, Customer is required to verify that the item has not already been paid or presented for payment. A Stop Payment order electronically entered through use of the Services will include the item date, item number, amount of the item, payee, and reason for the Stop Payment.
  • Employee may not electronically enter a Stop Payment on an item that will be or has been presented as an ACH item, including but not limited to a check that is or has been converted to an electronic item.
  • Employee may not electronically enter a Stop Payment on an item that has been lost or stolen that is missing an item number, payee and/or amount.
• Fees. In addition to any other payments provided for in the Agreement, Customer agrees to pay Bank for each Stop Payment in accordance with the Bank's Fee Schedule. Bank may change its fees from time to time upon notice to the Customer. Customer agrees that this fee will be deducted from Customer's account(s) at the time the Stop Payment is placed.
• Accuracy and Effect. Customer shall be responsible for the correctness and completeness of all the information to be submitted with the Stop Payment order. Customer acknowledges that an electronic Stop Payment order shall be deemed to be a written Stop Payment order and shall be effective only for six months pursuant to Uniform Commercial Code Section 4-403, unless reentered within that six-month timeframe. Customer agrees to notify Bank promptly in the event Customer recovers the check for which a Stop Payment is entered so that Bank may remove the order from its records.
• Authorization. Customer agrees that any Stop Payment order electronically entered and received by Bank may be treated by Bank as executed by a duly authorized representative of Customer.
• Notices, Instructions, Etc.
  • Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Employee, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Employee by written notice to Bank signed by owner(s) or officer(s) authorized by Bank Resolution. Such notice shall be effective on the second business day following the day of the Bank's receipt thereof.
  • Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered or sent by Secure Mail to BusinessSolutions@gulfbank.com.
  • Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any person, or to provide any notice or advice to Customer or any other person with respect to any matter.
• Miscellaneous.
  • This Agreement, together with the Cash Management Software Services Agreement and the written agreements for the Customer's selected Services and the Terms and Conditions of Your Account, provided at account opening and applicable Bank rules and regulations represent the entire understanding of the parties. If any portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.
  • This Agreement shall be governed by the laws of the State of Louisiana, without regard to its conflict of laws and provisions, and may not be amended or modified except by written Agreement signed by both Customer and Bank.
  • This Agreement may not be assigned by Customer in whole or in part, however, this Agreement may be terminated by either party, and Bank reserves the right to terminate this Agreement immediately upon written notice thereof to Customer.

Electronic Check Processing Transfer Agreement

THIS SERVICE AGREEMENT governs your use of Electronic Check Processing (Desktop Teller) Service as a Service Agreement (Agreement) under the Gulf Coast Bank and Trust Cash Management Software Services Agreement (Cash Management Software Services Agreement) by and between Bank and Client and sets forth the terms and conditions pursuant to which Bank will provide to Client the Electronic Check Processing Services outlined herein (Services). Bank and Client agree that by executing this Service Agreement, Client acknowledges receipt of and agrees to the terms of the Cash Management Software Services Agreement and that this Service Agreement becomes part of the Cash Management Software Services Agreement. Terms not otherwise defined in this Service Agreement shall have the meaning ascribed to those terms in the Cash Management Software Services Agreement. In the event of inconsistency between a provision of this Service Agreement, the Uniform Commercial Code as in effect in the State of Louisiana (the UCC), and/or the Cash Management Software Services Agreement, the provisions of this Service Agreement shall prevail.

1. General. Bank offers the Remote Deposit Capture (Program) for the electronic clearing of checks, which enables Customer to convert checks to electronic items and to transmit those items electronically for deposit into Customer's Account at Bank. Customer desires to use the Program to electronically transmit and process checks for deposit and collection purposes.

2. Definitions. Capitalized terms used in this Agreement shall have the meanings indicated herein (including in Exhibit A.)

3. Services. Bank shall provide to Customer the Services described in this Agreement to enable Customer to use the Program to convert Checks to Electronic Items for the processing of such Checks electronically. Customer and Bank shall comply with the terms and provisions of Exhibit B with respect to performance of the Services.

4. License. Subject to the terms and conditions of this Agreement, Bank hereby grants Customer a non-exclusive, non-transferable license to: (i) use the Software for those portions of the Program selected by Customer, solely for processing Checks in connection with Customer's own business operations, in accordance with the Documentation and solely on Authorized Equipment; (ii) copy and use the Documentation solely to support Customer's authorized use of the Software; and (iii) copy any Software actually delivered to Customer solely for archival or backup purposes. Customer agrees to abide by the provisions of Exhibit C with respect to the Software and Documentation.

5. Customer Obligations. Customer represents and warrants that with respect to each Check processed by Customer hereunder and the corresponding Electronic Item: (i) the Electronic Item is a digitized image of the front and back of the Check and accurately represents all of the information on the front and back of the Check as of the time Customer converted the Check to an Electronic Item; (ii) the Electronic Item contains all endorsements applied by parties that previously handled the Check in any form for forward collection or return; and (iii) all transfer and presentment warranties made under applicable law and the Account Agreement. If Customer captures a digital image of a previously truncated and reconverted Substitute Check for processing, Customer shall ensure that such Substitute Check meets the requirements for legal equivalency under Regulation CC and the identifications of previous truncating and reconverting bank(s) (as such terms are defined in Regulation CC) are preserved.

6. Eligible Items and Posting Deadline

• 6.1 Foreign Items such as but not limited to checks made payable in a currency denomination other than American Dollars, may not be deposited through Remote Deposit Capture.
• 6.2 Customer may deposit up to 300 items per deposit transaction if utilizing a desktop scanner.
• 6.3 Items processed through a desktop scanner or a mobile device must be processed before 6 P.M. Central Standard Time on Normal Business days. The holiday processing schedule is available on our website at www.gulfbank.com/business/business-solutions.
• 6.4 You agree that you will use the Service only to scan and transmit images of checks, as that term is defined in Regulation CC of the Board of Governors of the Federal Reserve System (Reg CC), for a deposit to your Business Account. You agree that the image of any check that is transmitted via the Service shall be deemed an item within the meaning of Article 4 of the Uniform Commercial Code (1990 Official Text).
• You further agree that you will NOT use the Service to scan or transmit any check that
  • is payable to any person or entity other than you, unless you have received prior approval from Gulf Coast Bank.
  • is prohibited by our then current procedures pertaining to the Service or is in violation of any law, rule or regulation,
  • bears any alteration or that you know or suspect, or should know or suspect, is fraudulent or otherwise not authorized by the owner of the account on which the check is drawn,
  • is either a substitute check (as defined in Reg CC or other applicable federal law or regulation) or an image replacement document that purports to be a substitute check,
  • is drawn on a financial institution that is located outside of the United States,
  • is a remotely created check as that term is defined in Reg CC,
  • is not payable in United States currency,
  • is dated more than six (6) months prior to the date of scanning and transmission,
  • is payable on sight or is a payable through draft, as defined in Reg CC,
  • has any endorsement on the back other than the endorsement specified in this Agreement,
  • has previously been submitted through the Service or through any remote deposit capture service offered by any other financial institution,
  • is being used to make a deposit to a Business Account that is not acceptable to us for deposit into a deposit account as provided in the deposit agreement that governs your Business Account,
  • or Items a through l listed above hereinafter referred to as a Prohibited Check.
• 6.5 Endorsements. When you use the Service to transmit a check image to us, you agree to supply the following information on the back of each check in the space provided for endorsements: (i) the following restrictive verbiage: For GCB Mobile Deposit Service Only, (ii) your Business Account number, and (iii) your legally-binding signature to endorse the check. You agree that you will apply no restrictive, qualified, or conditional endorsement to any check in connection with your use of the Service except as we may direct, and you further agree that we may handle and process any check image you transmit to us through the Service in accordance with the terms of this Agreement notwithstanding any restrictive, qualified, or conditional endorsement you may apply to the check without our approval or direction. You agree to furnish such other information on checks as we may require from time to time.

7. Fees. Customer will pay Bank the license and service fees as set forth in Bank's schedule of fees. Bank reserves the right to change fees from time to time upon 30 days prior written notice. Customer shall be responsible for and pay all sales and other taxes applicable to this Agreement and imposed by any governmental authority, including without limitation any sales, use, and other taxes associated with the Program or Authorized Equipment, except income taxes of Bank, including all applicable excise, property, value-added, sales or use, or similar taxes, any withholding taxes, national pension or other welfare taxes, customs, import, export, or other duties, levies, tariffs, taxes, or other similar charges. Bank may charge to the Account all fees and taxes imposed on Bank that are the responsibility of Customer.

8. Term and Termination.

• 8.1 The term of this Agreement shall commence upon execution hereof and shall continue thereafter until terminated as follows: (i) by either party upon 30 days written notice to the other party, for any reason; (ii) by Bank upon 10 days written notice to Customer for Customer's failure to (a) pay Bank any amount due to Bank under this Agreement, or (b) install and use any changes or updates to the Software as required herein, if such breach is not cured within such 10 day period; or (iii) by Bank immediately upon written notice to Customer if Bank discovers any willful misconduct (including bad checks or fraudulent activities) on the part of Customer or any other party with respect to Checks or Electronic Items processed by Customer.
• 8.2 Any termination will not affect obligations arising prior to termination, such as the obligation to process any Checks and Electronic Items, including returned Electronic Items that were in the process of being transmitted or collected prior to the termination date. Within 30 days after termination of this Agreement, Customer will return or destroy all copies of the Software and Documentation in its possession or under its control, and will, upon request, certify in writing that it has returned or destroyed all such copies. In addition, Customer will keep its Account at Bank open until the later of (i) 60 days after the date of termination, or (ii) final payment with respect to all processing fees, and will keep in such Account an amount sufficient to cover any remaining outstanding checks. If any such outstanding checks or returned items exceed the amount in the Account, Customer will pay such excess to Bank upon demand. Customer will also continue to retain Checks and forward Checks to Bank as provided in Exhibit B of this Agreement. Customer agrees not to develop a product substantially similar to the Program during the term hereof or within three years after termination of this Agreement.
• 8.3 All Sections of this Agreement which are intended by their terms to survive termination of this Agreement, including without limitation Sections 5, 7, 8, 9, 10,11, 13, 14, 16, 18 and 21, will survive any termination of this Agreement.

9. Confidential Information. Bank acknowledges that it may obtain or have access to non-public personal information regarding Customer or its customers, and agrees to (i) maintain the confidentiality, integrity and security of such information, (ii) use such information only for the purposes set forth in this Agreement and the Account Agreement, including without limitation for the performance of its obligations and exercise of its rights hereunder, (iii) disclose such information only to its employees, agents, auditors, accountants, attorneys and regulators, and only as necessary to perform its obligations and exercise its rights hereunder, or as otherwise permitted by law, and (iv) maintain physical, technical, procedural and administrative controls and safeguards reasonably designed (taking into account the nature and circumstances of Bank's business) to ensure the security, integrity and confidentiality of such information, and to protect against any anticipated threats or hazards to the security or integrity of, or unauthorized access to, such information.

10. Additional Security Recommendations for High Risk Customers. Customer acknowledges that access to an Electronic Check Processing Service constitutes High Risk with regard to Corporate account takeover, cyber theft and exposure of account information and fraud. In addition to the Corporate Account Takeover (CATO) Best Practices for Basic Online Security Requirements above, customers acknowledges recommendation of:

• Benefits of company's performance of an annual risk assessment regarding online payment services.
• Analysis of Insurance coverage needs related to electronic thefts.
• Vigilance in monitoring account activity with regard to red flags related to computer and network anomalies in a diligent effort to reduce the risks of electronic theft and to aid in the detection of a theft in progress.

11. Customer Indemnity. Customer will indemnify and hold harmless Bank, its licensors and providers of the Services, and their respective directors, officers, shareholders, employees and agents, against any and all third party suits, proceedings, claims, demands, causes of action, damages, expenses (including reasonable attorneys' fees and other legal expenses), liabilities and other losses resulting from (i) the wrongful acts or omissions of Customer, or any person acting on Customer's behalf, arising in connection with Customer's use of the Program or processing of Checks hereunder, including without limitation (a) a breach by Customer of any provision, representation or warranty of this Agreement, (b) the negligence or willful misconduct (whether by act or omission) of Customer, its customers, or any third party on behalf of Customer, (c) any modifications or changes to the Software made by Customer or any third party within the control or on behalf of Customer, (d) any misuse of the Program by Customer or any third party within the control or on behalf of Customer, or (e) the failure by Customer to comply with applicable state and federal laws and regulations; (ii) any act or omission of Bank that is in accordance with this Agreement or instructions from Customer; (iii) actions by third parties, such as the introduction of a virus, that delay, alter or corrupt the transmission of an Electronic Item to Bank; or (iv) any claim by any recipient of a Substitute Check corresponding to a Check processed by Customer hereunder, that such recipient incurred loss due to the receipt of the Substitute Check instead of the Original Check.

12. Liability.

• 12.1 Bank will not be liable for any of the following, unless liability or loss is a result of Bank's breach of this Agreement or the gross negligence or willful misconduct of Bank or its employees or agents: (i) any damages, costs or other consequences caused by or related to Bank's actions that are based on information or instructions that Customer provides to Bank; (ii) any unauthorized actions initiated or caused by Customer or its employees or agents; (iii) the failure of third persons or vendors to perform satisfactorily, other than persons to whom Bank has delegated the performance of specific obligations provided in this Agreement; (iv) any refusal of a Payor Financial Institution to pay an Electronic Item or Substitute Check for any reason (other than the breach of contract, negligence or willful misconduct of Bank), including without limitation that the Check, Electronic Item or Substitute Check was allegedly unauthorized, was a counterfeit, had been altered, or had a forged signature; (v) any other party's lack of access to the Internet or inability to transmit or receive data; (vi) failures or errors on the part of Internet service providers, telecommunications providers or any other party's own internal systems, or (vii) any of the matters described in Section 9 above.
• 12.2 Bank's liability for errors or omissions with respect to the data transmitted or printed by Bank will be limited to correcting the errors or omissions. Correction will be limited to reprinting and/or representing Substitute Checks or Electronic Items to the Payor Financial Institution.
• 12.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BANK'S AGGREGATE LIABILITY TO CUSTOMER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH, NEGLIGENCE, INFRINGEMENT, IN TORT OR OTHERWISE, AND ARISING DURING ANY TWELVE MONTH PERIOD SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER TO BANK FOR SUCH TWELVE MONTH PERIOD.
• 12.4 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR LOSS OF ANY OPPORTUNITY OR GOOD WILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 12.5 BANK AND CUSTOMER ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE A BARGAINED FOR ALLOCATION OF RISK AND LIABILITY, AND AGREE TO RESPECT SUCH ALLOCATION OF RISK AND LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION.

13. Disclaimer. BANK'S REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND LIABILITIES, AND CUSTOMER'S RIGHTS AND REMEDIES, SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. THE SOFTWARE IS PROVIDED BY BANK AND ITS LICENSORS 'AS IS'. BANK, ITS CUSTOMER AND LICENSORS HEREBY WAIVE AND RELEASE BANK AND ITS LICENSORS AND THEIR RESPECTIVE OWNERS, OFFICERS, AND EMPLOYEES FROM ALL OTHER REPRESENTATIONS, WARRANTIES OF ANY NATURE, OBLIGATIONS, AND LIABILITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, AUTHORIZED EQUIPMENT AND ANY AND ALL MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION:(i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, PURPOSE OR APPLICATION, OR OTHER IMPLIED CONTRACTUAL WARRANTY; (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (iii) ANY WARRANTIES OF TIMELINESS OR NON-INFRINGEMENT; AND (iv) ANY OTHER WARRANTY WITH RESPECT TO QUALITY, ACCURACY OR FREEDOM FROM ERROR. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER BANK NOR ITS LICENSORS WARRANT THAT OPERATION OF THE SOFTWARE OR THE AUTHORIZED EQUIPMENT WILL BE ERROR-FREE OR UNINTERRUPTED.

14. Amendments. Bank may (i) amend the provisions of this Agreement that govern the procedures and functions of the Program, and any such amendment will become effective (a) 30 days after Customer's receipt of notification, (b) upon such later date as may be specified in such notification, or (c) at such earlier date as Bank may reasonably require if such amendment is necessary or advisable in connection with statutory or regulatory changes or to protect the integrity, security or operability of the Program; and (ii) amend this Agreement as otherwise provided herein. No other amendment to this Agreement shall be effective until signed by both parties to this Agreement.

15. Applicable Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the state of Louisiana, excluding its conflict of law principals. The parties shall submit to venue in and jurisdiction of the courts in Louisiana.

16. Arbitration. Any dispute, controversy or claim arising out of or based upon the terms of this Agreement or the transactions contemplated hereby shall be resolved by arbitration pursuant to the terms of the Account Agreement; provided, however, that any dispute, controversy or claim relating to intellectual property rights with respect to the Software or Documentation shall not be subject to resolution by arbitration.

17. Assignment. Neither party may assign its rights nor delegate its duties under this Agreement without the other party's prior written consent, which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Bank may assign this Agreement to an affiliate or subsidiary without Customer's prior consent, provided that Bank remains primarily liable for the performance of its obligations under this Agreement. Any attempted assignment or delegation without the required consent will be void.

18. Attorney's Fees. If any action is brought by either party against the other regarding the subject matter of this Agreement, including any court action or arbitration proceeding, the prevailing party shall be entitled to recover, in addition to any relief granted, reasonable attorneys' fees, costs of court, expert witness fees and other expenses of action.

19. Compliance with Laws. Each party will comply with all applicable federal, state and local laws and regulations with respect to this Agreement and such party' activities covered by or related to this Agreement.

20. Construction and Interpretation. Section headings used herein are for the convenience of reference only and shall not affect the meaning or interpretation of this Agreement. This Agreement shall be deemed to have been drafted by both parties, and in the event of dispute, no party shall be entitled to claim that any provision hereof should be construed against the other party by reason of the fact that it was drafted by any particular party. The failure of either party to enforce any rights granted under this Agreement or to take action against the other party in the event of any breach shall not be considered a waiver of that right or breach unless the waiver has been reduced to writing and signed by the waiving party. If a party effectively waives a right or breach, that waiver will not constitute a waiver of any other right or breach or of a subsequent breach of the same obligation. If any provision of this Agreement is held invalid, illegal or unenforceable in any particular jurisdiction or circumstance, the remaining provisions of this Agreement shall remain valid and enforceable in such jurisdiction or circumstance, and such provision shall remain valid and enforceable in any other jurisdiction or circumstance.

21. Entire Agreement. This Agreement, along with the attached Exhibits, together with the Cash Management Software Services Agreement and the written agreements for the Customer's selected Services and the Terms and Conditions of Your Account, provided at account opening and applicable Bank rules and regulations represent the entire understanding of the parties. If any portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.

22. Force Majeure. Except for the obligation to make payments, nonperformance by either party will be excused to the extent performance is prevented or delayed due to causes beyond such party's reasonable control and without its negligent or willful misconduct, including without limitation acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, governmental acts, orders or regulations, third party nonperformance or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment.

23. Injunctive Relief. Notwithstanding Section 14 of this Agreement, each party acknowledges that its violation of Sections 4, 8 or 17 of this Agreement may cause irreparable injury to the other party, and agrees that the other party shall be entitled to seek temporary and preliminary injunctive relief in a court of competent jurisdiction, without the necessity of proving actual damages or posting a bond, to prevent such violation.

24. Notices. Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered or sent by Secure Mail to BusinessSolutions@gulfbank.com.

25. Relationship Between Parties. This Agreement will not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the parties, and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

26. Security Interest. Customer grants Bank a security interest in the Account, including any present and future principal and interest, as collateral security for the Performance of Customer hereunder.

26. Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of Bank and Customer and is not intended to benefit any third party, except Bank's licensors. Customer and Bank acknowledge and agree that any party that licenses the Software to Bank, directly or indirectly through one or more sub-licenses, is a third-party beneficiary to this Agreement with respect to those provisions dealing with use and protection of intellectual property.

28. Business Continuity. In the event of an emergency or natural disaster, the Bank will notify the Customer through our website, Gulfbank.com, on the specifics of the Bank's backup plan for capturing and transmitting the images of checks.

EXHIBIT A

DEFINITIONS

Account means Customer's account at Bank into which Checks transmitted electronically will be deposited.

Account Agreement with respect to any Account means Bank's standard deposit agreements and disclosures governing the Account, as they may be amended from time to time.

Authorized Equipment means equipment that has been approved by Bank for use with the Software.

Check means a draft that is payable on demand, drawn on or payable through or at an office of a United States Financial Institution, whether negotiable or not, and payable or endorsed to Customer, and includes Original Checks and Substitute Checks. Such term does not include Non-cash Items or items payable in a medium other than United States money. [Note: Bank's processing of items that do not meet this definition shall neither constitute a waiver by Bank nor obligate it to process nonconforming items in the future. Bank may discontinue processing of nonconforming items at any time, without cause or prior notice.]

Documentation means all documentation, manuals and instructions relating to the Program or the Authorized Equipment, which Bank provides to Customer from time-to-time pursuant to this Agreement, including without limitation documentation regarding installation and use of the Software.

Electronic Item means a digitized image of a Check, an Image Exchange Item, or any other electronic version of a Check or other electronic item [such as items processed through the automated clearinghouse (ACH) system] approved by Bank for processing through the Program.

Image Exchange Item means a digitized image of a Check cleared and settled directly with a Payor Financial

Institution without conversion to a Substitute Check.

Non-cash Item means an item that would otherwise be a Check, except that: (i) a passbook, certificate or other document is attached; (ii) it is accompanied by special instructions, such as a request for special advice of payment or dishonor; (iii) it consists of more than a single thickness of paper, except a Check that qualifies for handling by automated check processing equipment; or (iv) it has not been pre-printed or post-encoded in magnetic ink with the routing number of the Payor Financial Institution.

Original Check means the first paper Check issued with respect to a particular payment transaction.

Payor Financial Institution means the United States Financial Institution ordered in a Check to make payment to the payee(s) named on the Check.

Program means collectively the procedures, protocols, and software used by Bank and its licensors and contractors in connection with the electronic processing of Checks, and includes without limitation the Software and the Services.

Regulation CC means 12 C.F.R. Part 229, as it may be amended from time to time.

Services means the services (as described in Exhibit B) to be provided by Bank, or an agent or designee of Bank, to enable Customer to process Checks digitally and through Substitute Checks.

Software means that portion of the software developed, licensed and/or provided by Bank and its licensors for operation of the Program, that Bank delivers or provides to Customer hereunder. The Software approved by the Bank is provided by FISERV Solutions, Inc.

Substitute Check means a paper reproduction of a Check that satisfies the requirements and definition of substitute check set forth in Regulation CC.

United States Financial Institution means (i) any person, located in the United States, engaged in the business of banking; (ii) a Federal Reserve Bank; (iii) a Federal Home Loan Bank; and (iv) to the extent it acts as a payor, the U.S. Treasury, the U.S. Postal Service, or a State or local government.

EXHIBIT B

SERVICE TERMS AND CONDITIONS

1. Bank's Responsibilities.

• 1.1 Bank will deliver to Customer, or otherwise provide access to, the Software.
• 1.2 Bank will provide installation and training support as reasonably required for Customer's implementation of the Program. The Remote Capture services will not be activated until all authorized users have been trained. The Customer may assume the risk of training additional approved users by issuing the Bank a signed letter by the individual executing this Agreement. The letter must state that additional employees (names) have been trained to the Customer's satisfaction. Any onsite installation or training support outside the Greater New Orleans Metropolitan area and Baton Rouge Metropolitan area shall be on such terms and conditions as the parties agree, including reimbursement for Bank's reasonable travel costs. Additional training costs may apply.
• 1.3 Bank will provide maintenance and support for the Software as reasonably necessary to permit Customer's processing of Checks through the Program. Such maintenance and support shall include (i) corrections, work arounds, and bug fixes, (ii) such modifications, enhancements and updates as Bank elects to make generally available to its customers without additional license fees, and (iii) telephone support to Customer during Bank's regular business hours.
• 1.4 Bank will accept for deposit to the designated Account digitized images of Checks that are transmitted to Bank in compliance with this Agreement. Digitized images shall be deemed received upon successful receipt of the transmission of such images that are complete, usable, and adhere to the data specifications set forth in the Documentation. If the digitized images are not complete, are not useable, or do not adhere to such data specifications, the images may not be processed by Bank or its agents, in which event Customer's deposit will be adjusted and phone notification will be provided.
• 1.5 Customer's digitized images will be processed after Bank has received Customer's transmission of the digitized images. Bank will use commercially reasonable efforts to present Image Exchange Items and Substitute Checks for collection. Unless Bank notifies Customer otherwise, Bank will provide next day credit to the Account for all items transmitted by Customer and received by Bank in accordance with the requirements of this Agreement and the Documentation, and within the timelines established by Bank.
• 1.6 If a Payor Financial Institution returns an item to Bank, Bank will charge the Account for such returned item, and may either (i) return the item to Customer, or (ii) re-present it to the Payor Financial Institution before returning it to Customer. Items may be returned as Image Exchange Items, rather than Substitute Checks, as agreed by the parties. If a Payor Financial Institution or other third party makes a claim against Bank or seeks a recredit with respect to any Check processed hereunder, Bank may provisionally freeze or hold aside a like amount in the Account pending investigation and resolution of the claim.
• 1.7 Bank may suspend immediately the Services or the processing of any Check or corresponding Electronic Item if Bank has reason to believe that there has been a breach in the security of the Program, fraud involving Customer's Account or such Check, or any uncertainty as to the authorization or accuracy of Electronic Items. Bank reserves the right at any time to process Electronic Items on a collection basis.
• 1.8 Bank may perform an audit of the Customer's security procedures, financials, hardware, software, electronic devices and other items as it pertains to Remote Deposit Capture only.

2. Customer Responsibilities.

• 2.1 Customer will maintain a Corporate Checking Account at Bank for the receipt of deposits of digitized images of Checks, in accordance with applicable Account Agreement.
• 2.2 Customer is required to closely examine notices and statements sent by the Bank and immediately notify the Bank of any suspected errors.
• 2.3 Customer will install the Software in accordance with the Documentation and will install and implement any changes and upgrades to the Software as Bank may require, within 30 days of receipt of such change or upgrade, or within such shorter time frame as Bank may reasonably require in the event such change or upgrade is necessary to comply with statutory or regulatory changes or developments, or to protect the integrity and security of the Program.
• 2.4 Customer may use only Authorized Equipment in connection with the Software. Unless otherwise provided in an addendum to this Agreement or in a separate agreement, Customer, and not Bank, shall be responsible for ordering, obtaining and maintaining all Authorized Equipment.
• 2.5 Customer will use the Authorized Equipment and the Software, including the entering, processing and transmittal of items, in accordance with the Documentation. Without limiting the foregoing, Customer will comply with all security procedures described in the Documentation, and will not bypass, override or disable any security mechanisms in the Authorized Equipment or Software.
• 2.6 Customer will ensure the Authorized Equipment is clean and operating properly, and inspect and verify the quality of images and that the digitized images of Checks are legible for all posting and clearing purposes.
• 2.7 Customer will be responsible for training its employees in the use of the Program, and for supervising and auditing their use of the Program. See Page 8 1.2
• 2.8 Customer will ensure that no financial institution (depositary, collecting or payor), drawee, drawer or endorser with respect to a Check processed by Customer will receive presentment or return of, or otherwise be charged for, the Check (including the Original Check or Substitute Check), corresponding Electronic Item, and/or other paper or electronic representation of the Check such that such person will be asked to make payment based on an item that it already has paid.
• 2.9 Customer will retain each Check for a reasonable period of time, but in no event fewer than 90 days after such Check has been digitized and processed. Customer will promptly provide any retained Check (or, if the Check is no longer in existence, a sufficient copy of the front and back of the Check) to Bank as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check.
• 2.10 Customer will be responsible for notifying the Bank of the method they will use to store and destroy processed items. Customer is responsible for maintaining the confidentiality of all the items.
• 2.11 Customer will retain all information about its digitizing of Checks as created by the Software for no less than 7 days. In the event of lost, mistaken, incomplete or unusable Electronic Items, or in the event of claims of fraud, alteration, counterfeit or otherwise, Customer shall cooperate fully with Bank in providing information, including access to such records.
• 2.12 Customer will be responsible for submitting financial information relevant to Remote Deposit Capture upon request by the Bank.

EXHIBIT C

INTELLECTUAL PROPERTY PROVISIONS

1. Protection and Security of Software and Documentation.

• 1.1 Customer will establish reasonable precautions and use commercially reasonable efforts, no less rigorous than those Customer uses to protect its own confidential information to protect and maintain the confidentiality and security of the Software and the Documentation. Without limiting the generality of the foregoing, Customer will use reasonable measures to protect the Software and Documentation from unauthorized copying, dissemination, disclosure or other unauthorized use.
• 1.2 Customer will not, and will not permit any third party to, (i) copy or use the Software or Documentation except as expressly authorized by this Agreement (including this Schedule); (ii) sublicense, rent, distribute, transfer, publish, disclose, display or otherwise make available the Software to others; (iii) use the Software or Documentation for third-party training, commercial time-sharing or service bureau use; or (iv) alter, change, modify or otherwise create derivative works of the Software or Documentation.
• 1.3 Customer will not, and will not permit any third party to, reverse engineer, disassemble or decompile any Software, except to the extent expressly permitted by applicable law. If Customer intends or begins to take any such action based on any applicable law, Customer shall notify Bank and Bank shall have the right to immediately terminate this Agreement and/or the license to the Software upon notice to Customer.
• 1.4 Customer will maintain a complete and accurate list of all locations where Customer has loaded and maintains the Software, and make such list available to Bank upon Bank's request.

2. Ownership of Intellectual Property.

• 2.1 Customer acknowledges and agrees that all right, title and interest in and to the Software and the Documentation, together with modifications, enhancements and derivative works, and all intellectual property rights such as copyrights, patents, and trade secrets, pertaining to the Software and the Documentation, (i) are and shall remain owned exclusively throughout the universe by Bank and its licensors, (ii) represent or contain valuable rights of Bank and its licensors, and (iii) are protected under United States patent, copyright, trademark and trade secret laws of general applicability. This Agreement does not create in Customer any rights to, and does not constitute an assignment of any rights of Bank or its licensors in and to, any copyrights, trade secrets, patents, or other intellectual property rights of Bank or such licensors. Other than the license set forth above in this Schedule, no other license or interest in the Software or Documentation, either expressed or implied, is granted under this Agreement.
• 2.2 Customer will not at any time, either directly or indirectly, (i) put to issue the scope, validity or ownership of Bank's or its licensors' intellectual property rights in the Software and Documentation; (ii) do any act which could reasonably be expected to impair the scope, validity or ownership of such intellectual property rights, or (iii) assert any ownership rights to the Software or Documentation. Customer acknowledges and agrees that this Agreement does not grant or convey to Customer (i) an interest in or to the Software or Documentation, but only a limited right of use, revocable in accordance with the terms hereof; or (ii) any right, title, interest or license in or to any trademark of Bank or its licensors.
• 2.3 Customer hereby assigns to Bank and/or its licensors, as directed by Bank, any rights, including any patent, copyright, mask work rights, trademarks, and trade secrets, which Customer may now have or which it may acquire at any time in the future, to the Software or the intellectual property rights to the Software, and any other computer code using any of the Software.
• 2.4 Customer shall not remove or alter any copyright, trademark, or other intellectual property or proprietary right notices, legends, symbols or labels appearing on or in the Software, Documentation or any packaging, and shall include on any copy of the Software or Documentation any copyright, trademark, or other intellectual property or proprietary right notices contained on the original.
• 2.5 Customer will (i) cooperate with Bank and its licensors to protect the Software, including in connection with any lawsuits or disputes involving the Software; (ii) promptly notify Bank and provide to it relevant background and other facts upon becoming aware of any actual or potential claim made by a third party regarding infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof, by the Software; and (iii) in the event of any actual or potential infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof of the Software by others, (a) grant to Bank and its licensors the sole right to determine the course of action with respect to such infringement and to bring any proceeding with respect thereto, and to settle, and collect any settlement amount or judgment for any such proceeding, and (b) agree that such licensors shall be solely entitled to any proceeds of any such proceeding, including without limitation any settlement proceeds, insurance proceeds, arbitration awards, judgments, or other consideration in any form.

3. Termination. Customer acknowledges and agrees that its license to the Software and Documentation will terminate upon the earlier to occur of (i) termination of this Agreement, or (ii) termination of Bank's license to the Software and Documentation.

4. Limitation on Liability. BANK'S LICENSORS SHALL HAVE NO LIABILITY OF ANY NATURE TO CUSTOMER, OR ANY THIRD PARTY, FOR DAMAGES, LIABILITIES OR CLAIMS, WHETHER IN CONTRACT, TORT, FOR NEGLIGENCE, INFRINGEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, DAMAGES, LIABILITIES OR CLAIMS ARISING FROM OR UNDER THIS AGREEMENT, ERROR IN THE SOFTWARE, OR FOR ANY INJURY, DAMAGE OR LOSS RESULTING FROM SUCH ERROR, OR FROM ANY USE OF THE SOFTWARE. NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL SUCH LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR LOSS OF ANY OPPORTUNITY OR GOOD WILL, EVEN IF SUCH LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH.

5. Compliance with Law. Customer shall not export, re-export or otherwise transfer, directly or indirectly, the Software or any portion thereof to any location outside the United States without first complying with all applicable foreign and United States federal, state and local laws, rules, regulations or controls (including without limitation those regarding import, export, marketing, distribution or use of software programs).

6. Assignment. Customer may not assign the license granted hereunder to any party whatsoever, except in connection with an assignment of the entire Agreement, subject to the terms of the Agreement. Any attempted assignment of the license in violation of this Section shall be void.

7. Further Assurances. Customer will, at its expense, promptly execute and deliver such further documents and take any and all other actions reasonably requested by Bank from time to time, for the purpose of fully effectuating the intent and purposes of this Schedule, and to protect the interests of Bank, its licensors, and their respective successors and assignees.

8. Injunctive Relief. Customer acknowledges that violation of its commitments regarding the Software, as outlined in Sections 2.4, 2.5 and 6 of this Schedule, may cause irreparable injury to Bank and/or its licensors, and agrees that Bank shall be entitled to seek and obtain temporary and preliminary injunctive relief in a court of competent jurisdiction, without the necessity of proving actual damages or posting a bond, to prevent such violation.

9. Survival. Customer agrees that the provisions of Sections 2, 4, 5, 7, 8, and 9 of this Schedule shall survive termination of the license granted hereunder and the termination of this Agreement.

EXHIBIT D

From the Check 21 Act

Subpart D - Sections 229.54 - 229.55

EXPEDITED RECREDIT FOR CONSUMERS.

• RECREDIT CLAIMS.
  • IN GENERAL-A consumer may make a claim for expedited recredit from the bank that holds the account of the consumer with respect to a substitute check, if the consumer asserts in good faith that-
    • the bank charged the consumer's account for a substitute check that was provided to the consumer;
    • either-
      • the check was not properly charged to the consumer's account; or
      • the consumer has a warranty claim with respect to such substitute check;
    • the consumer suffered a resulting loss; and
    • the production of the original check or a better copy of the original check is necessary to determine the validity of any claim described in subparagraph (B).
  • 40-DAY PERIOD-Any claim under paragraph (1) with respect to a consumer account may be submitted by a consumer before the end of the 40-day period beginning on the later of-
    • the date on which the financial institution mails or delivers, by a means agreed to by the consumer, the periodic statement of account for such account which contains information concerning the transaction giving rise to the claim; or
    • the date on which the substitute check is made available to the consumer.
  • EXTENSION UNDER EXTENUATING CIRCUMSTANCES-If the ability of the consumer to submit the claim within the 40-day period under paragraph (2) is delayed due to extenuating circumstances, including extended travel or the illness of the consumer, the 40-day period shall be extended by a reasonable amount of time.
• PROCEDURES FOR CLAIMS-
  • IN GENERAL-To make a claim for an expedited recredit under subsection (a) with respect to a substitute check, the consumer shall provide to the bank that holds the account of such consumer-
    • a description of the claim, including an explanation of-
      • why the substitute check was not properly charged to the consumer's account; or
      • the warranty claim with respect to such check;
    • a statement that the consumer suffered a loss and an estimate of the amount of the loss;
    • the reason why production of the original check or a better copy of the original check is necessary to determine the validity of the charge to the consumer's account or the warranty claim; and
    • sufficient information to identify the substitute check and to investigate the claim.
  • CLAIM IN WRITING
    • IN GENERAL-The bank holding the consumer account that is the subject of a claim by the consumer under subsection (a) may, in the discretion of the bank, require the consumer to submit the information required under paragraph (1) in writing.
    • MEANS OF SUBMISSION-A bank that requires a submission of information under subparagraph (A) may permit the consumer to make the submission electronically, if the consumer has agreed to communicate with the bank in that manner.
• RECREDIT TO CONSUMER-
  • CONDITIONS FOR RECREDIT-The bank shall recredit a consumer account in accordance with paragraph (2) for the amount of a substitute check that was charged against the consumer account if-
    • a consumer submits a claim to the bank with respect to that substitute check that meets the requirement of subsection (b); and
    • the bank has not-
      • provided to the consumer- (I) the original check; or (II) a copy of the original check (including an image or a substitute check) that accurately represents all of the information on the front and back of the original check, as of the time at which the original check was truncated; and
      • demonstrated to the consumer that the substitute check was properly charged to the consumer account.
  • TIMING OF RECREDIT-
    • IN GENERAL-The bank shall recredit the consumer's account for the amount described in paragraph (1) no later than the end of the business day following the business day on which the bank determines the consumer's claim is valid.
    • RECREDIT PENDING INVESTIGATION-If the bank has not yet determined that the consumer's claim is valid before the end of the 10th business day after the business day on which the consumer submitted the claim, the bank shall recredit the consumer's account for-
      • the lesser of the amount of the substitute check that was charged against the consumer account, or $2,500, together with interest if the account is an interest-bearing account, no later than the end of such 10th business day; and
      • the remaining amount of the substitute check that was charged against the consumer account, if any, together with interest if the account is an interest-bearing account, not later than the 45th calendar day following the business day on which the consumer submits the claim.
• AVAILABILITY OF RECREDIT-
  • NEXT BUSINESS DAY AVAILABILITY-Except as provided in paragraph (2), a bank that provides a recredit to a consumer account under subsection (c) shall make the recredited funds available for withdrawal by the consumer by the start of the next business day after the business day on which the bank recredits the consumer's account under subsection (c).
  • SAFEGUARD EXCEPTIONS-A bank may delay availability to a consumer of a recredit provided under subsection (c)(2)(B)(i) until the start of either the business day following the business day on which the bank determines that the consumer's claim is valid or the 45th calendar day following the business day on which the consumer submits a claim for such recredit in accordance with subsection (b), whichever is earlier, in any of the following circumstances:
    • NEW ACCOUNTS-The claim is made during the 30-day period beginning on the business day the consumer account was established.
    • REPEATED OVERDRAFTS-Without regard to the charge that is the subject of the claim for which the recredit was made-
      • on 6 or more business days during the 6-month period ending on the date on which the consumer submits the claim, the balance in the consumer account was negative or would have become negative if checks or other charges to the account had been paid; or
      • on 2 or more business days during such 6-month period, the balance in the consumer account was negative or would have become negative in the amount of $5,000 or more if checks or other charges to the account had been paid.
  • OVERDRAFT FEES-No bank that, in accordance with paragraph (2), delays the availability of a recredit under subsection (c) to any consumer account may impose any overdraft fees with respect to drafts drawn by the consumer on such recredited amount before the end of the 5-day period beginning on the date notice of the delay in the availability of such amount is sent by the bank to the consumer.
• REVERSAL OF RECREDIT-A bank may reverse a recredit to a consumer account if the bank-
  • determines that a substitute check for which the bank recredited a consumer account under subsection (c) was in fact properly charged to the consumer account; and
  • notifies the consumer in accordance with subsection (f)(3).
• NOTICE TO CONSUMER-
  • NOTICE IF CONSUMER CLAIM NOT VALID- If a bank determines that a substitute check subject to the consumer's claim was in fact properly charged to the consumer's account, the bank shall send to the consumer, no later than the business day following the business day on which the bank makes a determination-
    • the original check or a copy of the original check (including an image or a substitute check) that-
      • accurately represents all of the information on the front and back of the original check (as of the time the original check was truncated); or
      • is otherwise sufficient to determine whether or not the consumer's claim is valid; and
    • an explanation of the basis for the determination by the bank that the substitute check was properly charged, including a statement that the consumer may request copies of any information or documents on which the bank relied in making the determination.
  • NOTICE OF RECREDIT-If a bank recredits a consumer account under subsection (c), the bank shall send to the consumer, no later than the business day following the business day on which the bank makes the recredit, a notice of-
    • the amount of the recredit; and
    • the date the recredited funds will be available for withdrawal.
  • NOTICE OF REVERSAL OF RECREDIT-In addition to the notice required under paragraph (1), if a bank reverses a recredited amount under subsection (e), the bank shall send to the consumer, no later than the business day following the business day on which the bank reverses the recredit, a notice of-
    • the amount of the reversal; and
    • the date the recredit was reversed.
  • MODE OF DELIVERY-A notice described in this subsection shall be delivered by United States mail or by any other means through which the consumer has agreed to receive account information.
• OTHER CLAIMS NOT AFFECTED-Providing a recredit in accordance with this section shall not absolve the bank from liability for a claim made under any other law, such as a claim for wrongful dishonor under the Uniform Commercial Code, or from liability for additional damages under the Check 21 Act.
• CLARIFICATION CONCERNING CONSUMER POSSESSION-A consumer who was provided a substitute check may make a claim for an expedited recredit under this section with regard to a transaction involving the substitute check whether or not the consumer is in possession of the substitute check.
• SCOPE OF APPLICATION.-This section shall only apply to customers who are consumers.

EXPEDITED RECREDIT PROCEDURES FOR BANKS AND MERCHANT CAPTURE CUSTOMERS

• RECREDIT CLAIMS-
  • IN GENERAL-A bank may make a claim against an indemnifying bank for expedited recredit for which that bank is indemnified if-
    • the claimant bank (or a bank that the claimant bank has indemnified) has received a claim for expedited recredit from a consumer under section 7 with respect to a substitute check or would have been subject to such a claim had the consumer's account been charged;
    • the claimant bank has suffered a resulting loss or is obligated to recredit a consumer account under section 7 with respect to such substitute check; and
    • production of the original check, another substitute check, or a better copy of the original check is necessary to determine the validity of the charge to the customer account or any warranty claim connected with such substitute check.
  • 120-DAY PERIOD-Any claim under paragraph (1) may be submitted by the claimant bank to an indemnifying bank before the end of the 120-day period beginning on the date of the transaction that gave rise to the claim.
• PROCEDURES FOR CLAIMS-
  • IN GENERAL-To make a claim under subsection (a) for an expedited recredit relating to a substitute check, the claimant bank shall send to the indemnifying bank-
    • a description of-
      • the claim, including an explanation of why the substitute check cannot be properly charged to the consumer account; or
      • the warranty claim;
    • a statement that the claimant bank has suffered a loss or is obligated to recredit the consumer's account under section 7, together with an estimate of the amount of the loss or recredit;
    • the reason why production of the original check, another substitute check, or a better copy of the original check is necessary to determine the validity of the charge to the consumer account or the warranty claim; and
    • information sufficient for the indemnifying bank to identify the substitute check and to investigate the claim.
  • REQUIREMENTS RELATING TO COPIES OF SUBSTITUTE CHECKS-If the information submitted by a claimant bank pursuant to paragraph (1) in connection with a claim for an expedited recredit includes a copy of any substitute check for which any such claim is made, the claimant bank shall take reasonable steps to ensure that any such copy cannot be-
    • mistaken for the legal equivalent of the check under section 4(b); or
    • sent or handled by any bank, including the indemnifying bank, as a forward collection or returned check.
  • CLAIM IN WRITING-
    • IN GENERAL-An indemnifying bank may, in the discretion of the bank, require the claimant bank to submit the information required by paragraph (1) in writing, including a copy of the written or electronically submitted claim, if any, that the consumer provided in accordance with section 7(b).
    • MEANS OF SUBMISSION-An indemnifying bank that requires a submission of information under subparagraph (A) may permit the claimant bank to make the submission electronically, if the claimant bank has agreed to communicate with the indemnifying bank in that manner.
• RECREDIT BY INDEMNIFYING BANK-
  • PROMPT ACTION REQUIRED-No later than 10 business days after the business day on which an indemnifying bank receives a claim under subsection (a) from a claimant bank with respect to a substitute check, the indemnifying bank shall-
    • provide, to the claimant bank, the original check (with respect to such substitute check) or a copy of the original check (including an image or a substitute check) that-
      • accurately represents all of the information on the front and back of the original check (as of the time the original check was truncated); or
      • is otherwise sufficient to determine the bank's claim is not valid; and
    • recredit the claimant bank for the amount of the claim up to the amount of the substitute check, plus interest if applicable; or
    • provide information to the claimant bank as to why the indemnifying bank is not obligated to comply with subparagraph (A) or (B).
  • RECREDIT DOES NOT ABROGATE OTHER LIABILITIES- Providing a recredit under this subsection to a claimant bank with respect to a substitute check shall not absolve the indemnifying bank from liability for claims brought under any other law or from additional damages under the Check 21 Act with respect to such check.
  • REFUND TO INDEMNIFYING BANK-If a claimant bank reverses, in accordance with section 7(e), a recredit previously made to a consumer account under section 7(c), or otherwise receives a credit or recredit with regard to such substitute check, the claimant bank shall promptly refund to any indemnifying bank any amount previously advanced by the indemnifying bank in connection with such substitute check.
• PRODUCTION OF ORIGINAL CHECK OR A SUFFICIENT COPY GOVERNED BY THE CHECK 21 ACT. If the indemnifying bank provides the claimant bank with the original check or a copy of the original check (including an image or a substitute check) under subsection (c)(l)(A), the Check 21 Act shall govern any right of the indemnifying bank to any repayment of any funds the indemnifying bank has recredited to the claimant bank pursuant to said Act.

DELAYS IN AN EMERGENCY.

A delay by a bank beyond the time limits prescribed or permitted by this Act shall be excused if the delay is caused by interruption of communication or computer facilities, suspension of payments by another bank, war, emergency conditions, failure of equipment, or other circumstances beyond the control of a bank and if the bank uses such diligence as the circumstances require.

MEASURE OF DAMAGES.

• LIABILITY-
  • IN GENERAL-Except as provided in the Check 21 Act, any person who, in connection with a substitute check, breaches any warranty under this Act or fails to comply with any requirement imposed by, or regulation prescribed pursuant to, this Act with respect to any other person shall be liable to such person in an amount equal to the sum of-
    • the lesser of-
      • the amount of the loss suffered by the other person as a result of the breach or failure; or
      • the amount of the substitute check; and
    • interest and expenses (including costs and reasonable attorney's fees and other expenses of representation) related to the substitute check.
  • OFFSET OF RECREDITS-The amount of damages any person receives under paragraph (1), if any, shall be reduced by the amount, if any, that the claimant receives and retains as a recredit under other provisions of the Check 21 Act.
• COMPARATIVE NEGLIGENCE-
  • (1) IN GENERAL-If a person incurs damages that resulted in whole or in part from the negligence or failure of that person to act in good faith, then the amount of any liability due to that person under subsection (a) shall be reduced in proportion to the amount of negligence or bad faith attributable to that person.
  • (2) RULE OF CONSTRUCTION-Nothing in this subsection reduces the rights of a consumer or any other person under the Uniform Commercial Code or other applicable provision of Federal or State law.

For the full Check 21 ruling, please refer to the FDIC.

DELAYS IN AN EMERGENCY.

A delay by a bank beyond the time limits prescribed or permitted by this Act shall be excused if the delay is caused by interruption of communication or computer facilities, suspension of payments by another bank, war, emergency conditions, failure of equipment, or other circumstances beyond the control of a bank and if the bank uses such diligence as the circumstances require.

MEASURE OF DAMAGES.

• LIABILITY-
  • IN GENERAL-Except as provided in the Check 21 Act, any person who, in connection with a substitute check, breaches any warranty under this Act or fails to comply with any requirement imposed by, or regulation prescribed pursuant to, this Act with respect to any other person shall be liable to such person in an amount equal to the sum of-
    • the lesser of-
      • the amount of the loss suffered by the other person as a result of the breach or failure; or
      • the amount of the substitute check; and
    • interest and expenses (including costs and reasonable attorney's fees and other expenses of representation) related to the substitute check.
  • OFFSET OF RECREDITS-The amount of damages any person receives under paragraph (1), if any, shall be reduced by the amount, if any, that the claimant receives and retains as a recredit under other provisions of the Check 21 Act.
• COMPARATIVE NEGLIGENCE-
  • (1) IN GENERAL-If a person incurs damages that resulted in whole or in part from the negligence or failure of that person to act in good faith, then the amount of any liability due to that person under subsection (a) shall be reduced in proportion to the amount of negligence or bad faith attributable to that person.
  • (2) RULE OF CONSTRUCTION-Nothing in this subsection reduces the rights of a consumer or any other person under the Uniform Commercial Code or other applicable provision of Federal or State law.

For the full Check 21 ruling, please refer to the FDIC.

EXHIBIT E

DISPOSAL OF CONSUMER REPORT INFORMATION AND RECORDS

Sections:

1. Definitions.

2. Purpose and scope.

3. Proper disposal of consumer information.

4. Relation to other laws.

5. Effective date.

Electronic Funds Origination Service Agreement

THIS SERVICE AGREEMENT governs your use of Electronic Funds Origination Service as a Service Agreement (Agreement) under the Gulf Coast Bank and Trust Cash Management Software Services Agreement (Cash Management Software Services Agreement) by and between Bank and Client, and sets forth the terms and conditions pursuant to which Bank will provide to Client the Electronic Funds Origination Services outlined herein (Services).Bank and Client agree that by executing this Service Agreement, Client acknowledges receipt of and agrees to the terms of the Cash Management Software Services Agreement and that this Service Agreement becomes part of the Cash Management Software Services Agreement. Terms not otherwise defined in this Service Agreement shall have the meaning ascribed to those terms in the Cash Management Software Services Agreement. In the event of inconsistency between a provision of this Service Agreement, the Uniform Commercial Code as in effect in the State of Louisiana (the UCC), and/or the Cash Management Software Services Agreement, the provisions of this Service Agreement shall prevail.

1. Account Services.

• Client requests and agrees to accept from Bank, and Bank agrees to provide Electronic Fund Origination Service to Client. The Service shall apply to the business checking accounts of Client, maintained at Bank as specified in the Business Solutions Client Authorization (Authorized Accounts).
• Additional accounts can be added by the Client by submitting an updated Business Solutions Client Authorization (Authorized Accounts). Client agrees to notify Bank when an Authorized Account is closed.
• Owner(s) and/or officer(s) of Client may designate specified access to the Electronic Fund Origination Service to individuals in their employ (Customer(s)). Client acknowledges that these individuals are bound by the Terms set forth in this Agreement and assumes sole responsibility for monitoring employee's use of the Program. Client is required to notify bank in writing when additions, deletions or modifications are requested, especially in the event that employment is terminated for any reason.
• Client agrees that the access of any authorized employee who fails to access the Services for a period of 180 days or longer will be removed, if a token is assigned to the employee it must be surrendered, and a request to reinstate that employee will be required to establish authorized access, new login credentials and issuance of a new tokenization process.

2. Rules. Customer understands and agrees that all entries initiated by Customer shall be initiated, received and processed in compliance with and pursuant to NACHA Rules (the Rules), which Rules may be changed or amended from time to time, and which are incorporated herein by this reference. Terms contained in this Agreement will have the same meaning as those contained in the Rules. Bank reserves the right to terminate or suspend this Agreement for breach of the Rules within 10 banking days of the breach. Bank also reserves the right to audit customer's compliance with this Agreement and the Rules.

3. Transmission of Entries: Security Procedures. Customer will transmit all entries using Bank approved software and/or transmission specifications. Customer will conform all entries to the format, content and specifications contained in the Rules. Bank shall have no obligation to act on entries which do not conform to those requirements. Customer authorizes Bank to transmit all entries received by Bank for Customer in accordance with the terms of this Agreement to its selected ACH processor or clearing house according to the deadlines established by Bank. The Originator or Third Party Sender acknowledges that entries may not be initiated that violate the laws of the United States.

4. Additional Security Recommendations for High Risk Customers: Customer acknowledges that access to an Electronic Funds Origination Service constitutes High Risk with regard to Corporate account takeover, cyber theft and exposure of account information and fraud. In addition to the Corporate Account Takeover (CATO) Best Practices for Basic Online Security Requirements outlined in the Cash Management Services Agreement, customers acknowledges recommendation of:

• Benefits of company's performance of an annual risk assessment regarding online payment services.
• Analysis of Insurance coverage needs related to electronic thefts.
• Vigilance in monitoring account activity with regard to red flags related to computer and network anomalies in a diligent effort to reduce the risks of electronic theft and to aid in the detection of a theft in progress.

5. Obligations of Bank. In a timely manner and in accordance with the Rules, Bank will process and settle the entries received from Customer, which comply with the terms of this Agreement, including the security procedures. Bank shall not be responsible for processing or transmitting entries received from Customer in a format that does not meet Bank's requirement or for payment delay or misdirection resulting therefrom.

6. Warranties. Customer warrants to Bank all warranties Bank is deemed by the Rules to make with respect to entries originated by Customer. Without limiting the foregoing, Customer warrants and agrees that (a) each entry is accurate, is timely, has been authorized by the party whose account will be credited or debited and otherwise complies with the Rules; (b) each debit entry is for a sum which, on the settlement date with respect to it, will be owing Customer from the party whose account will be debited for a sum specified by such party to be paid by Customer, or is a correction of a previously transmitted erroneous credit entry; (c) Customer has complied with all prenotification requirements of the Rules; (d) Customer will comply with the terms of the Electronic Funds Transfer Act if applicable, or Uniform Commercial Code Article 4A (UCC4A) if applicable, and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations. Customer shall indemnify Bank against any loss, liability or expense (including attorney's fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements. Customer shall provide Bank with three years of current balance sheets and income statements and three years current corporate tax returns upon request of Bank.

7. Standard Entry Class. Bank allows the origination of the following entries: Prearranged Payment of Deposit (PPD); Cash Concentration and Disbursement (CCD); and Electronic Federal Tax Payment System (EFTPS). Bank will consider allowing origination of Telephone-Initiated (TEL); Internet Initiated Entries (WEB); Point of Purchase Entries (POP); Re-presented Check Entries (RCK); Customer Initiated Entries (CIE); and Corporate Trade Exchange Entries (CTX) after additional due diligence and a level of risk assessment. Bank will not allow origination of International ACH Transactions (IAT).

8. UCC Article 4A. This Agreement is subject to Article 4A of the Uniform Commercial Code - Fund transfers as adopted in the state in which you have your account with us. You agree to be bound by automatic clearing house association rules. These rules provide, among other things, that payments made to you, or originated by you, are provisional until final settlement is made through a Federal Reserve Bank, or payment is otherwise made as provided in Article 4A-403(a) of the Uniform Commercial Code. If we do not receive such payment, we are entitled to a refund from you in the amount credited to your account and the party originating such payment will not be considered to have paid the amount so credited. If we receive a payment order to credit an account you have with us by ACH, we are not required to give you any notice of the payment order or credit.

9. Provisional Credit. Customer acknowledges that the Rules make provisional any credit given for any entry until final settlement is received for the entry. If Bank does not receive final settlement, it is entitled to a refund from the credited party and the Originator of the entry shall not be deemed to have paid the provisionally credited party.

10. Timing of Submission. Customer agrees to submit ACH originated items at least two (2) business days prior to the Settlement date by 4:30 P.M. Central Standard time to allow for correction of any errors that may occur. If enabled Same Day ACH items can be originated until 9:30 A.M. Central Standard time for same day delivery to the receiving depository financial institution (RDFI).

11. Settlement. Customer will maintain an account with Bank at all times during the term of this Agreement. Customer will maintain in the account immediately available funds sufficient to cover all credit entries initiated by it. Customer authorizes Bank to debit its account, without demand, on the applicable settlement date in the amount of each entry or to obtain payment for any amount due and payable to Bank under this Agreement. In the event there are insufficient funds or uncollected funds in the account Bank may debit any account maintained by Customer with Bank or any affiliate of Bank or Bank may offset against any amount it owes Customer. Bank will not be required to transmit any entry that would result in an overdraft in the account, and Bank may return any such credit entry to Customer.

12. Cancellation or Amendment. Customer shall have no right to cancel or amend any entry after its receipt by Bank. However, Bank shall use reasonable efforts to act on a request by Customer to cancel an entry before transmitting it to the ACH or crediting an on-us entry. Any such request shall comply with the Rules. Bank shall have no liability if it fails to effect the cancellation.

13. Pre-notifications. Use of the pre-notification process by an Originator is optional for all Standard Entry Class Codes. Since the pre-notification process helps to ensure that subsequent entries to a Receiver account at a Receiving Depository Financial Institution (RDFI) are posted appropriately, an Originator may, at its option, initiate a pre-notification entry for any ACH transaction. In choosing to transmit pre-notification entries, however, an Originator may not initiate live dollar entries until at least three business days following the Settlement Date of the pre-notification entry. Pre-notifications must be sent with a zero-dollar amount and a transaction code that indicates a pre-notification entry.

14. Rejection of Entries. Bank shall reject any entry, including an on-us entry, which does not comply with the requirements of Section 1 of the Agreement and may reject any entry if Customer is not otherwise in compliance with the terms of the Agreement. Bank shall notify Customer by telephone or fax of such rejection no later than the business day such entry would otherwise have been transmitted by Bank to the ACH or, in the case of an on-us entry, its effective entry date. Bank shall have no liability to Customer by reason of the rejection of any entry or the fact that such notice is not given at an earlier time than that provided for herein. Bank shall retain the right to reject any on-us transaction for any valid reason such as, but not limited to, insufficient funds or revoked authorization. Entries are subject to review, and we reserve the right to hold, cancel or reject any entry that is flagged as suspect during our internal review or within our fraud monitoring system. In the event we are unable to verify the validity of an entry or suspect the entry is fraudulent prior to end of day processing, the entry will be cancelled.

15. Notice of Returned Entries. Bank shall notify Customer by written notification of the receipt of a returned entry from the ACH no later than one business day after the business day of such receipt. Bank shall have no obligation to resubmit a returned entry if Bank complied with the terms of this Agreement with respect to the original entry. If a customer of Customer returns any transaction, then it is Customer's responsibility to collect any funds that are owed. Bank has no obligation to originate a transaction where authorization has been revoked.

16. Reversals. Customer may initiate a reversing entry or file of entries as permitted by the Rules. NACHA rules require the reversing entry or file to be settled within 5 business days of the erroneous entry or file.17. Periodic Statement. The periodic statement issued by Bank for Customer's account will reflect entries credited and debited to Customer's account. Customer agrees to notify Bank within a reasonable time not to exceed thirty (30) days after Customer receives a periodic statement of any discrepancy between Customer's records and the information in the periodic statement. If Customer fails to notify Bank of any such discrepancy, Customer agrees that Bank shall not be liable for any other losses resulting from Customer's failure to give such notice or any loss of interest with respect to an entry shown on such periodic statement.

18. Fees. In addition to any other payments provided for in the Agreement, Customer agrees to pay Bank for Services provided under the Agreement in accordance with Bank's Fee Schedule. Bank may change its fees from time to time upon notice to Customer.

19. Liability.

• Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only for its negligence in performing those services. Bank shall not be responsible for Customer's acts or omissions (including without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry received from Customer) or those of any other person, including without limitation, and Federal Reserve Bank or transmission or communications facility, and Receiver or Receiving Depository Financial Institution (including without limitation, the return of an entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed Bank's agent. Customer agrees to indemnify Bank against any loss, liability or expense (including attorney's fees and expenses) resulting from or arising out of any claim of any person and that Bank is not responsible for any act or omission of Customer or any other person described in this Agreement.
• In no event shall Bank be liable for any consequential, special, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Agreement, including without limitation, loss or damage from subsequent wrongful dishonor resulting from Bank's acts or omissions pursuant to this Agreement even if apprised of the possibility of such damages.
• Without limiting the generality of the foregoing provisions, Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Bank's control. In addition, Bank shall be excused from failing to transmit or delay in transmitting an entry if such transmittal would, in Bank's sole judgment result in Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank's otherwise violating any provision of any present or future payment system risk control program of the Federal Reserve, or violate limits set by Bank, or any rule or regulation of any other U.S. Governmental regulatory authority.
• Subject to the foregoing limitations, Bank's liability for loss shall be limited to general monetary damages not to exceed the total amount paid by Customer for the affected ACH service, as performed by Bank under this Agreement for the preceding thirty (30) calendar days.

20. Inconsistency of Name and Account Number. Customer acknowledges that if any entry describes the receiver inconsistently by name and account number, payment of the entry may be made on the basis of the account number, even if it identifies a person different from the named receiver.

21. Date Retention. Customer shall retain data on file adequate to permit remaking of entries for five (5) business days following the date of their transmittal to Bank as provided herein and shall provide such data to Bank upon its request. Customer will retain the original or copy of the customer's authorization record as required by the Rules for a period of not less than two (2) years after termination or revocation of such authorization and will, upon request of Bank, furnish such original or copy to Bank.

• Termination and Amendment. Bank may amend the terms of this Agreement from time to time by notice to Customer, including without limitation any cut-off time and any part of the attached schedules. Either party may terminate this Agreement upon ten (10) days written notice to the other. Bank shall have no obligations to transmit entries if Customer is in default of its obligation under this Agreement including the obligation to pay Bank for each credit entry. In the event performance of the Services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation, or government policy to which Bank is subject and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and Bank shall incur no liability to Customer as a result of such violation or amendment.

22. Entire Agreement. This Agreement, together with the Cash Management Software Services Agreement and the written agreements for the Customer's selected Services and the Terms and Conditions of Your Account, provided at account opening and applicable Bank rules and regulations represent the entire understanding of the parties. If any portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.

23. Assignment. Customer may not assign the Agreement or any of the rights or duties hereunder to any person without Bank's prior written consent. Bank may transfer its rights and obligations under this Agreement to a subsidiary of Bank or to any affiliate of Bank that is controlled by the corporate entry that controls Bank.

24. Notices, Instructions, Etc.

• Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Signer by written notice to Bank signed by owner(s) or officer(s) authorized by Bank Resolution. Such notice shall be effective on the second business day following the day of Bank's receipt thereof.
• Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered, or sent by Secure Mail to BusinessSolutions@gulfbank.com.
• Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any person, or to provide any notice or advice to Customer or any other person with respect to any matter.

25. Binding Agreement. This Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. The Agreement is not for the benefit of any other person, and no other person shall have any right against Bank or Customer hereunder.

26. Headings. Headings are used for reference purposes only and shall not be deemed a part of this Agreement.

27. Governing Law. This Agreement shall be construed in accordance and governed by the laws of the State of Louisiana and the NACHA Rules, as may be amended from time to time, a copy of which is provided to the customer on an annual basis.

28. Dual Control Notice: I understand that Gulf Coast Bank offers me the option of utilizing the dual control feature to increase security over my ACH origination transactions. I understand that the dual control feature decreases the risk of a fraudulent file being processed. I accept all liability and risk should I choose to not utilize the dual control features.

Wire Transfer of Funds Service Agreement

THIS SERVICE AGREEMENT governs your use of Wire Transfer of Funds Service as a Service Agreement (Agreement) under the Gulf Coast Bank and Trust Cash Management Software Services Agreement (Cash Management Software Services Agreement) by and between Bank and Client, and sets forth the terms and conditions pursuant to which Bank will provide to Client the Wire Transfer of Funds Services outlined herein (Services). Bank and Client agree that by executing this Service Agreement, Client acknowledges receipt of and agrees to the terms of the Cash Management Software Services Agreement and that this Service Agreement becomes part of the Cash Management Software Services Agreement. Terms not otherwise defined in this Service Agreement shall have the meaning ascribed to those terms in the Cash Management Software Services Agreement. In the event of inconsistency between a provision of this Service Agreement, the Uniform Commercial Code as in effect in the State of Louisiana (the UCC), and/or the Cash Management Software Services Agreement, the provisions of this Service Agreement shall prevail.

• Account Services.
  • Client Requests and agrees to accept from Bank, and Bank agrees to provide Wire Transfer of Funds Service to Client. The Service shall apply to the business checking accounts of Client, maintained at Bank as specified in the Business Solutions Client Authorization (Authorized Accounts).
  • Additional accounts can be added by the Client by submitting the Wire Transfer of Funds Service Addendum. Client agrees to notify Bank when an Authorized Account is closed.
  • Owner(s) and/or officer(s) of Client may designate specified access to the Wire Transfer of Funds Service to individuals in their employ (Customer(s). Client acknowledges that these individuals are bound by the Terms set forth in this Agreement and assumes sole responsibility for monitoring employee's use of the Program. Client is required to notify bank in writing when additions, deletions or modifications are requested, especially in the event that employment is terminated for any reason.
  • Client agrees that the access of any authorized employee who fails to access the Services for a period of 180 days or longer will be removed, the token assigned to the employee must be surrendered, and a request to reinstate that employee will be required to establish authorized access, new login credentials and issuance of a new token.
• Definitions. For the purpose of this Agreement, the following definitions shall apply:
  • Authorized Representative shall mean the individual(s) identified in the Business Solutions Client Authorization attached hereto. Such individual(s) shall have the authority to make and verify Requests for Wire Transfers hereunder.
  • Business Day shall mean any day, other than a Saturday, Sunday, or Federal Holiday on which the Bank's main branch facility is open for business. The end of the Business Day is determined by a wire transfer deadline set by Bank and is subject to change from time to time at Bank's sole discretion.
  • Request shall mean Customer's Request to Bank for a wire transfer, or for a cancellation or amendment of a wire transfer made in the name of or under the Security Procedure for Customer as sender and Requesting that funds belonging to, or under the control of, Customer be transferred to a specified account or beneficiary.
  • Security Procedures shall mean the procedures described in attached Business Solutions Client Authorization and the Cash Management Software Service Agreement for verifying the authenticity of Requests.
  • Deadlines mean 3:00 P.M. Central Standard time for Domestic Wire Requests and 11:00 AM for Foreign Wire Requests sent in US Dollars or in foreign currency.
• Processing Procedures. The following procedures will apply to the transfer of funds from Customer's account at Bank.
  • Request for Wire Transfer. Customer shall make a Request for Bank to process a wire transfer on the Customer's behalf. Customer's Request is considered accepted by Bank when Bank executes the wire transfer. Customer acknowledges that Bank maintains deadlines for accepting Requests. If Customer's Request is prior to the deadline, it will be executed by Bank that Business Day. A Customer's Request received after the deadline may be executed the next Business Day.
  • Special Instructions. No special instructions that limit or condition Bank's acceptance of Customer's Request on terms other than or set out herein shall be effective unless accepted and agreed to in writing in advance by Bank. However, Bank may, at its option, elect to act consistently with instructions that it believes in good faith were made by Customer.
  • Important Information Regarding Transmitting Foreign Wires Sent in Foreign Currency. When entering the Transfer Amount, the amount must be entered in the designated currency per the wire instructions. This is the amount that will be converted to US Dollars based on the exchange rate in effect at the time the Wire Transfer is transmitted by Bank.
  • Authorization. Customer authorizes Bank to transfer funds to and/or from Customer's account(s) as designated in Customer's Request and subject to its then-current security procedures, to execute wire transfer in accordance with Requests from Customer's Authorized Representatives, whether such Requests are written, oral, telephonic, telegraphic, or via an automatic transfer device. Funds must be available in the account specified in the Request at the time the Request is made. Bank may, but has no obligation to, search for and use funds in another account of Customer not specified in the Request in the event the specified account does not contain sufficient collected funds. In the event Customer makes Requests for multiple wire transfers and there are not sufficient collected funds available to complete all of the wire transfers, Bank is authorized, but not required, to complete as many of the transfers as possible with the collected funds available without liability for wire transfers not completed.
  • Payment to Bank. Unless otherwise agreed to in writing, Customer must pay Bank the amount of the wire transfer, plus any applicable fees, before Bank will execute Customer's Request. Fees applicable to wire transfers are in accordance with the Bank's Fee Schedule incorporated into the Business Solutions Client Authorization and are subject to change from time to time by Bank. Customer hereby authorizes Bank to debit the fees from the account(s) specified in the Request from which the wire transfer is to be paid, and if there are not sufficient funds in such account(s) Bank is authorized to collect the fees from any other account maintained by Customer with Bank.
  • Rejection of Wire Transfer. Bank has the right to reject Customer's Request for an outgoing wire transfer for reasons including, but not limited to, insufficient collected funds in the account specified in the Request, Bank's inability to verify the authenticity of Customer's Request, default by Customer under the terms of this agreement, or in the event Bank reasonably believes completing any Request might result in liability to Bank. Bank will notify Customer by phone, email, fax or mail if it rejects Customer's Request.
  • Cancellation or Amendment of Wire Transfer Request. Customer may not cancel or amend a Request after it is received by Bank, unless Bank acknowledges its receipt of a Request to cancel or amend AND agrees that it has a reasonable opportunity to act thereon. Bank agrees to use reasonable effects to act on Customer's Request for cancellation or amendment; however, Bank shall have no liability for failure to cancel or amend any Request. Customer agrees to indemnify and hold harmless with respect to all costs, expenses, and liabilities Bank may incur in attempting to cancel or amend a Request, or in otherwise following any special instructions received by Bank from Customer with regard to a Request.
  • Erroneous Requests. Customer acknowledges it is Customer's duty at the time of making a Request to provide all information necessary for Bank to process a Request and transfer funds to the appropriate account and beneficiary. Customer agrees that when Customer provides Bank with a name and account number for a Request, payment may be made solely on the basis of the account number, even if the account number identifies a beneficiary different from the beneficiary named by Customer. Customer agrees any wire transfers processed by Bank that are received in the account as designated, or any wire transfers received by Bank and credited to the account indicated, are deemed properly delivered even if the beneficiary of the account is not beneficiary designated by Customer. Customer shall remain liable for the amount of any wire transfer processed by Bank so long as the transfer is deposited to the account designated by Customer. Bank shall not be responsible for any delay arising out of any attempt Bank may elect to make or reconcile inconsistencies between name and account number, or otherwise investigate any irregularities.
  • Method of Transfer. Bank may select any means for the transmission of funds, which it considers suitable, including but not limited to Bank's own internal systems or contracted third party automated transfer systems. Bank is not responsible for failure of delivery of a wire transfer as a result of an interruption to the means of transfer, labor disputes, power failures, equipment malfunctions, suspension of payment by another bank, refusal or delay by another bank to accept the wire transfer, war, emergency conditions, fire, earthquake, hurricane, or other circumstances not within Bank's control.
  • Authorization Changes. Customer agrees that only Authorized Representatives may initiate and/or verify Request with Bank. Changes by Customer in any information supplied to Bank or any changes in Authorized Representatives shall not be binding upon Bank until Bank has received actual written notice of the changes which shall be in the format of the Wire Transfer of Funds Service Addendum and has had reasonable time to implement them.
  • Amendments. Bank may amend this Agreement and the procedures hereunder upon 14 days written notice to Customer.
• Security Procedures. Customer agrees that Bank's security procedures set out on the Business Solutions Client Authorization and Cash Management Software Service Agreement are commercially reasonable. Customer further agrees that any Request acted upon by Bank in compliance with these security procedures, whether or not authorized by Customer, shall be deemed to be Customer's authorized Request. Customer acknowledges that Bank reserves the right to change its security procedures from time to time and may also assign Customer one or more confidential passwords, codes or other security device to be used in Requesting wire transfers. If so assigned, Bank will not act upon Requests without proper use thereof. Customer has the responsibility of maintaining the confidentiality of such passwords, codes and/or security devices and for notifying Bank immediately if Customer suspects they have been compromised.
• Additional Security Recommendations for High Risk Customers: Customer acknowledges that access to Wire Transfer Service constitutes High Risk with regard to Corporate account takeover, cyber theft and exposure of account information and fraud. In addition to the Corporate Account Takeover (CATO) Best Practices for Basic Online Security Requirements as referenced in the Cash Management Software Security Agreement, customers acknowledges recommendation of:
  • Benefits of company's performance of an annual risk assessment regarding online payment services.
  • Analysis of Insurance coverage needs related to electronic thefts.
  • Vigilance in monitoring account activity with regard to red flags related to computer and network anomalies in a diligent effort to reduce the risks of electronic theft and to aid in the detection of a theft in progress.
• Provisional Credit. Wire transfers received are provisional payment. Any credit Bank gives to Customer for a wire transfer received for Customer's benefit is provisional until Bank receives final settlement of the amount of the wire transfer. If Bank does not receive full payment on settlement of the wire transfer, Customer agrees to immediately refund to Bank the amount of the transfer not fully paid to Bank.
• Liabilities.
  • Account Statements; Bank Liabilities. All wire transfers will be reflected on Customer's periodic Bank statement. In some cases, Bank may also provide Customer a separate oral or written notice of wire transfer. Customer agrees to immediately review each statement or other Bank notices for any discrepancies in connection with wire transfers and to contact Bank in writing upon discovery of any discrepancy or error within 14 days after Customer receives the first notice or statement showing any discrepancy. Except as otherwise specifically provided by law, Customer's failure to notify Bank within this time will relieve Bank of any obligation to pay Customer interest on or otherwise compensate Customer for the amount of any unauthorized or erroneous wire transfer or other costs or losses related to such error discrepancy (all herein Loss). Except as otherwise specifically provided by law, Bank shall be liable for any other actual, direct Customer Loss only if Bank fails to exercise reasonable care. Bank shall not be liable in any case for any special, indirect, exemplary, or consequential damages, including lost profits of any kind, regardless of whether Bank has been notified of any possibilities thereof.
  • Duty of Care. Bank shall exercise ordinary care in processing Customer's wire transfers. Customer shall similarly exercise ordinary care in observing and maintaining security procedures and in communicating Request to Bank. Customer is responsible for ensuring the accuracy of Requests. Bank has no duty to verify the accuracy of Requests beyond Security Procedures set out in the Business Solutions Client Authorization and Cash Management Software Security Agreement and will not be liable for any resulting Loss.
  • Customer Indemnity. Customer hereby agrees to indemnify and hold Bank harmless from any cost, liability or expense, including reasonable attorney's fees, arising out of any claim against Bank by a third party for any reason, except and only to the extent such claim is the result of Bank's failure to exercise ordinary care, in good faith, or act in accordance with instructions related to a Request that has been accepted by Bank.
• Notices, Instructions, Etc.
  • Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Signer by written notice to Bank signed by owner(s) or officer(s) authorized by Bank Resolution. Such notice shall be effective on the second business day following the day of Bank's receipt thereof.
  • Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered by secure email to BusinessSolutions@gulfbank.com.
  • Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any person, or to provide any notice or advice to Customer or any other person with respect to any matter.
• General Provisions.
  • Waiver and Severability. Any waiver or partial exercise of any right hereunder is not a waiver of any other right or the same right at another time. If a court of competent jurisdiction to any extent holds any provision of this Agreement invalid or unenforceable, such provisions shall be severable and the remainder of this Agreement shall continue to be given full effect.
  • Termination. This Agreement may be terminated as follows:
    • Either party may terminate this Agreement by giving thirty (30) days prior written notice. Such termination shall not affect the rights and duties of the parties with respect to Requests accepted by Bank prior to the effective date of the termination.
    • Notwithstanding anything herein to the contrary, Bank may terminate this Agreement immediately at any time upon telephone notification to an Authorized Representative, followed promptly by written notification if Customer has breached any provisions of this Agreement, if Bank becomes aware of information which may indicate illegal or improper transactions, or if Bank in good faith otherwise determines there is a material risk of possible loss to Bank if it continues hereunder.
  • Choice of Law. The rights, duties, and liabilities of parties to this Agreement shall be subject to Uniform Commercial Code and other applicable law as in effect in Louisiana and as amended therein from time to time. If any part of a wire transfer involves the use of a third-party wire system such as Fedline, the rights and obligations of Bank and Customer with regard thereto are also governed by appropriate federal laws and regulations. Customer also acknowledges that the rules and regulations of any other electronic fund transfer system utilized by Bank shall apply and may limit the ability of Bank to amend, cancel or otherwise complete a Request.
  • Jurisdiction and Venue. Customer hereby agrees that any litigation brought by Customer hereunder shall be brought exclusively in the state or federal court located in the parish of the branch in which the Customer's account is located, state of Louisiana, and Customer waives any objection it may have based on improper venue or forum non convenes to the conduct of any such proceeding.
  • Attorney's Fees. In the event of a breach by one party to this Agreement, the non-breaching party shall be entitled to recover all costs, including reasonable attorney's fees, incurred in enforcing its rights hereunder.
  • Tape Recording. Customer consents to any tape recording of telephone instructions for the safekeeping of securities and all telephonic discussion between Customer and Bank with respect to the matters provided for in this Agreement.
• Deposit Agreement. The terms and conditions of Customer's deposit agreement with Bank supplement this Agreement and apply to any Request. If there is a conflict between this Agreement and the deposit agreement, this Agreement shall control with respect to wire transfers.
• Entire Agreement. This Agreement, together with the Cash Management Software Services Agreement and the written agreements for the Customer's selected Services and the Terms and Conditions of Your Account, provided at account opening and applicable Bank rules and regulations represent the entire understanding of the parties. If any portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.
• Dual Control Notice: I understand that Gulf Coast Bank offers me the option of utilizing the dual control feature to increase security over my Wire origination transactions. I understand that the dual control feature decreases the risk of a fraudulent transaction being processed. I accept all liability and risk should I choose to not utilize the dual control features.

POSITIVE PAY SERVICE AGREEMENT

This service agreement governs your use of the Positive Pay Service as a Service Agreement under the Gulf Coast Bank and Trust Cash Management Software Services Agreement by and between Bank and Client and sets forth the terms and conditions pursuant to which Bank will provide to Client the Positive Pay Services outlined herein (Services). Bank and Client agree that by executing this Service Agreement, Client acknowledges receipt of and agrees to the terms of the Cash Management Software Services Agreement and that this Service Agreement becomes part of the Cash Management Software Services Agreement. Terms not otherwise defined in this Service Agreement shall have the meaning ascribed to those terms in the Cash Management Software Services Agreement. In the event of inconsistency between a provision of this Service Agreement, the Uniform Commercial Code as in effect in the State of Louisiana (the UCC), and/or the Cash Management Software Services Agreement, the provisions of this Service Agreement shall prevail.

1. Account Services.

a) Client requests and agrees to accept from Bank, and Bank agrees to provide Positive Pay Service and/or ACH Positive Pay Service to Client. The Services shall apply to the business checking accounts of Client, maintained at Bank as specified in the Business Solutions Client Authorization (Authorized Accounts).

b) Additional accounts can be added by the Client through online banking by a designated administrator or by submitting the Business Solutions Client Authorization. Client agrees to notify Bank when an Authorized Account is closed.

c) Owner(s) and/or officer(s) of Client may designate specified access to the Positive Pay Service to individuals they employ (Customer(s)). Client acknowledges that these individuals are bound by the Terms set forth in this Agreement and assumes sole responsibility for monitoring employee's use of the Program. Client is required to notify bank in writing when additions, deletions or modifications are requested, especially in the event that employment is terminated for any reason.

2. Positive Pay Services for Issued Checks.

a) Customer shall electronically transmit to Bank, by manual entry of an individual or multiple items or by importing into Digital Banking a file (the Issue File) which accurately identifies the check number, exact amount, and issue date of the checks issued by Customer (each such check referred to herein as an Item) which are to be presented for payment to Bank.

i) The parties intend that the Issue File transmitted to Bank constitutes the signature of Customer for purposes of determining whether a Presented Check is properly payable. "Presented Check" means a check drawn on an Authorized Account and presented to Bank for payment. By transmitting the Issue File, Customer expressly warrants that all Presented Checks that match the information in the Issue File are properly payable.

ii) Customer acknowledges that Bank is not responsible for detecting any Customer error contained in any Check Issue File sent by Customer to Bank. Customer shall update the Issue File upon issuance of each Item through Digital Banking.

iii) Except as provided in this Service Agreement, Bank shall pay a Presented Check only if it matches the check number, and exact amount of an Item, included in the Issue File (Matched Check). A Presented Check which does not match the check number, exact amount of the Item provided in the Issue File will be identified by Bank as an Exception Item subject to further review.

iv) Customer will be notified of all Exception Items through email and/or text message and Exception Items must be viewed and resolved through Digital Banking.

v) Customer agrees and acknowledges that Bank will not review nor attempt to match the payee on the check if Customer has not provided Bank with the payee information in the Issue File and opted into the Payee Match functionality on the Business Solutions Client Authorization.

vi) Customer has total responsibility for matching the payee on the check as provided by Customer in the Issue File prior to resolving the Exception Item.

vii) Bank's liability to Customer for any Presented Check erroneously paid by Bank in breach of this Service Agreement (Bank's Wrongful Honor) shall be limited to the lesser of the amount of the wrongfully paid Presented Check or Customer's actual damages resulting from Bank's payment of the Presented Check.

viii) Bank retains the right to assert the defense that Customer has sustained no actual damages because Bank's Wrongful Honor discharged for value of an indebtedness of Customer.

ix) Bank also retains the right to assert Customer's failure to exercise reasonable promptness or ordinary care under the UCC.

x) Nothing herein shall constitute a waiver or limitation of the rights of Bank under the UCC. Bank's liability for wrongful dishonor of a Presented Check shall be limited to the damages for wrongful dishonor recoverable under UCC Articles 3 and 4; provided, however, that Bank shall have no liability to Customer for wrongful dishonor when Bank, acting in good faith, returns a Presented Check: (i) that is reasonably believed was not properly payable; or (ii) if the Bank was compelled by regulatory, judicial or any other legal order. Customer agrees that Bank exercises ordinary care whenever it pays or returns a Presented Check consistent with the provisions of this Service Agreement.

xi) Bank shall not pay any Presented Check for which Bank has received from Customer a "stop payment" order request consistent with the Terms and Conditions agreement between the parties governing the Authorized Accounts.

xii) If a Presented Check is personally presented by an individual over the counter to Bank during such time that Bank is experiencing an interruption or failure of communications or data processing facilities or systems, emergency conditions, or any other difficulties beyond the control of Bank, then, notwithstanding any other provision of this Service Agreement. Customer authorizes Bank to pay the Presented Check, even if the Presented Check is an Exception Item (defined below). Additionally, Bank shall have no obligation to notify Customer of any such Presented Check.

xiii) Notwithstanding the aforementioned provisions, and except as provided in this Service Agreement, Bank reserves the right to refuse payment (without providing Customer notification prior to such return) each Exception Item that is personally presented by an individual over the counter (cashing a check at the bank) to Bank for payment. A Bank Representative may contact you by phone for instructions. In the event that we cannot contact an authorized representative for instructions, we may refuse to pay the item.

xiv) Customer agrees and understands that the Services apply only to magnetic ink character recognition (MICR) encoded paper checks and documents. Therefore, the Services and this Service Agreement shall not apply to any electronic funds transfer (EFT), Automated Clearing House (ACH) transactions, or check that has been converted to an ACH transaction. Accordingly, this Service Agreement shall have no effect with respect to any such transactions on Bank's or Customer's respective rights, obligations, duties or responsibilities under any other agreement between the parties or applicable law or regulation.

3. ACH Positive Pay Service

a) Client may use the ACH Positive Pay service to review and confirm ACH transactions presented to the client’s account.

b) Client shall establish and update as necessary through the Digital Banking system its ACH Authorization Rules which govern ACH transactions.

c) Client shall review exceptions it receives through the Digital Banking system and determine if the exceptions will be treated as authorized or unauthorized ACH transactions.

d) Client acknowledges that the Services do not cover ACH items which have already finalized or which the Bank is already committed to pay or honor under applicable laws, regulations or the ACH operating rules.

e) Bank shall compare incoming ACH transactions against client's established ACH Authorization rules and accept those transactions which are authorized under Client's ACH rules as established by Client in the system.

f) Bank shall submit to client as exceptions any ACH transactions which do not meet the client's ACH Authorization Rules.

4. Customers Obligations. Each Business Day, Bank will notify Customer via email and/or text message based on the notification option selected on the Business Solutions Client Authorization that a list of one or more Exception Items is available in Digital Banking.

a) Customer shall review the Exception Items and confirm the validity of the Exception Item through Digital Banking by resolving the Exception Item to pay or return by 1:00 pm Central Time.

b) In the event that Digital Banking is unavailable, Customer agrees that a designated authorized user will be available to respond to the Bank concerning any Exception Items the Bank has received that banking day by 1:00 p.m. Central Time on the same business day that Bank notifies Customer of the Exception Item.

c) For a Positive Pay check exception the customer authorizes and directs Bank return the check Exception Item if a decision has not been rendered on an exception item by 1:00 pm CST based on the options selected on the Business Solutions Client Authorization.

d) For an ACH Positive Pay exception the customer authorizes and directs Bank or return the ACH Exception Item if a decision has not been rendered on an exception item by 1:00 pm CST based on the options selected on the Business Solutions Client Authorization. Any ACH item that is returned must be followed with a Written Statement of Unauthorized Debit based on the SEC code associated with the transaction.

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e) If the Customer does not choose a Pay or Return option on the Business Solutions Authorization form, the Bank's default option is to return any Exception Items not rendered by 1:00 PM Central Time. The Customer agrees to hold harmless the bank for any unresolved exception items that are Paid or Returned.

5. Disruption in Service. The Services and this Service Agreement shall not apply to items that are presented to Bank during such time that Bank is experiencing an interruption or failure of communications or data processing facilities or systems, emergency conditions, or any other difficulties beyond the control of Bank affecting the Services. Accordingly, this Service Agreement shall have no effect with respect to any such transactions on Bank's or Customer's respective rights, obligations, duties or responsibilities under any other agreement between the parties or applicable law or regulation.

6. Limitation of Liability and Indemnification. Each Presented Check which Bank pays in accordance with this Service Agreement will be deemed to be properly payable. Each Matching Check or other check Customer authorized Bank to pay in accordance with this Service will be paid without Bank performing its customary (or any other) check verification procedures, and Bank will have no liability whatsoever for paying the check if its serial number or amount is altered, or if it is counterfeit, bears a forged or unauthorized signature or was otherwise not validly issued. Each check which is not a Matching Check and which Bank returns pursuant to the terms of this Service Agreement will be deemed not to be properly payable. Customer (i) agrees to indemnify and hold Bank harmless from any losses or liabilities it may suffer or incur as a result of its payment and forever discharges Bank, and its parent, subsidiaries, affiliates, successors, officers, directors, employees, and agents, from any and all manner of action or actions suits, claims, damages, judgments, levies, executions, expenses, costs, interest, attorneys' fees and legal expenses, whether known or unknown, liquidated or not liquidated, fixed, contingent, direct or indirect, which Customer has, or ever can, may or shall have or claim to have against Bank regarding or relating to the return or payment of any check pursuant to provisions of this Agreement.

a) The Bank will not be responsible for any loss, delay, cost or liability which arises directly or indirectly, in whole or in part, from: (a) your actions or omissions, or those of third parties who are not within our immediate and reasonable control: (b) your negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy or omission in any information of instructions provided to us; (d) any error, failure or delay in the transmission of delivery of data, records due to a breakdown in equipment, computer or communication facility; (e) accidents, strikes, labor disputes, civil unrest, fire, flood, water damage ( e.g. from fire suppression systems), or acts of God; (f) causes beyond our reasonable control;(g) our inability to confirm to our satisfaction the authority of any person to act on your behalf; (h) or your failure to provide us with complete and correct data in accordance with this agreement and our Service instructions.

b) This agreement does not cover an item if the Bank has already cashed, negotiated or paid or which the Bank is already committed to honor or pay under applicable laws, regulations or rules governing such items.

7. Stop Payment and Return Decisions. The Service will not be used as a substitute for Bank's stop payment service. Customer will follow Bank's standard stop payment procedures if it desires to return a Matching Check or other check that was validly issued. Nothing in this Service Agreement will limit Customer's right to stop payment on any Matching Check or other check or Bank's right to return any Matching Check or other check that Customer has authorized Bank to pay in accordance with this Service Agreement if Bank determines in its sole discretion that the 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 Account to pay it.

8. Fees and Charges. Customer agrees to pay Bank the fees as provided in the Fee Schedule incorporated in the Business Solutions Client Authorization. Customer acknowledges that Bank may amend or change the Fee Schedule from time to time.

9. Notices, Instructions, Etc.

a) Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Signer by written notice to Bank signed by owner(s) or officer(s) authorized by Bank Resolution. Such notice shall be effective on the second business day following the day of Bank's receipt thereof.

b) Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered by secure email to BusinessSolutions@gulfbank.com.

c) Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any person, or to provide any notice or advice to Customer or any other person with respect to any matter.

10. Survival. Section 5 of this Service Agreement will survive termination of the Service.

11. Entire Agreement. This Agreement, together with the Cash Management Software Services Agreement and the written agreements for the Customer's selected Services and the Terms and Conditions of Your Account, provided at account opening and applicable Bank rules and regulations represent the entire understanding of the parties. If any portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.

12. Termination. This Service Agreement may be terminated by Bank or Customer upon thirty (30) days written notice. The Service will automatically terminate if the Account is closed for any reason. Termination of the Service will not terminate Customer's or Bank's rights or obligations under this Service Agreement with respect to events or actions that occurred before termination.

Revised 06/2026