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4. Scanner Replacement Program. In the event of scanner malfunction or other scanner operational problems, Customer may contact
<br />Bank's Treasury Management Services department during normal business hours for assistance and technical support. Bank, in Bank's sole and
<br />absolute discretion and without any obligation to Customer, may from time to time maintain a program for the repair or replacement of defective
<br />or inoperable scanners and image capture devices used in connection with the Service ("Scanner Replacement Program'). Customer agrees to pay
<br />any fees and charges imposed for participation in any Scanner Replacement Program and to comply with Bank's terms and conditions for any
<br />Scanner Replacement Program. In the event Bank agrees to provide customer with a scanner ("Replacement Scanner") to replace an inoperable
<br />scanner (the "Failed Scanner") pursuant to a Scanner Replacement Program, Bank shall in any event be afforded reasonable time and opportunity
<br />to procure a Replacement Scanner and cause the delivery thereof to Customer. Customer agrees to return the Failed Scanner to Bands or Bank's
<br />contractor, as Bank instructs, within twenty-one (21) days after Customer's receipt of the Replacement Scanner. In the event that Customer shall
<br />fail to timely return the Failed Scanner as instructed by Bank, Customer shall be liable for the full cost of the Replacement Scarmer. No Starner
<br />Replacement Program shall cover scanner malfunction or inoperability due to Customer negligence, misuse or abuse, or due to theft, fire, casualty,
<br />natural disaster, or Acts of God, and Customer shall be liable for the full cost of any Replacement Scanner that replaces a Failed Scanner that has
<br />malfunctioned or been rendered inoperable as a result of such causes. If, within any thirty (30) day period, Customer shall report and return three
<br />(3) or more Failed Scanners under any Scanner Replacement Program, which Failed Scanners are determined by Bank or Bank's contractor after
<br />inspection to in fact be in good working order and not malfunctioning or inoperable as reported by Customer, Customer shall be liable to Bank or
<br />Bank's contractor for service fees. Customer acknowledges and agrees that any Scanner Replacement Program is within the sole discretion of
<br />Bank; and Bank may implement, cancel or amend the terns and conditions of any Scanner Replacement Program at any time and without notice to
<br />Customer. Customer may request information about any current Scanner Replacement Program from Bank's Treasury Management Services
<br />department.
<br />5. Items Deoosited. Customer agrees that Customer will use the Service only for the deposit of checks, as that term is defined in Federal
<br />Reserve Board Regulation CC ("Reg CC"). Customer agrees that the image of any check that is transmitted to Bank shall be deemed an "item"
<br />within the meaning of Article 4 of the Uniform Commercial Code (1990 Official Text). Customer further agrees that Customer will not use the
<br />Service to deposit any check or other item that: (a) is payable to any person or entity other than Customer, (b) is drawn, or otherwise issued, by
<br />Customer or any affiliate of Customer on any account ofCustomer or of such affiliatc, (e) is prohibited by Bank's then current procedures pertaining
<br />to the Service or is in violation of any law, rule or regulation, (d) Customer knows or suspocts, or should know or suspect, is fraudulent or otherwise
<br />not authorized by the owner of the account on which the check is drawn, (e) has not been previously endorsed by a bank and is either a "substitute
<br />check" (as defined in Reg CC or other applicable fcdcral law or regulation) or an "image replacement document" that purports to be a substitute
<br />check, without Bank's prior written consent, (f) is drawn on a financial institution that is located outside of the United States or Territories of the
<br />United States, (g) is a "remotely created check" as that term is defined in Reg CC, or (h) is not acceptable to Bank for deposit into a deposit account
<br />as provided in Bank's deposit agreement, which is incorporated herein by reference and made a part hereof (any such check or item being hereinafter
<br />referred to as a "Prohibited Check"). If Customer uses the Service to deposit a Prohibited Check, Customer agrees to indemnify and reimburse
<br />Bank for, and hold Bank harmless from and against, any and all losses, costs and expenses (including reasonable attorneys' fees) Bank may incur
<br />associated with any warranty, indemnity or other claim related thereto. Furthermore, iii after first having obtained Bank's written consent to do so,
<br />Customer provides Bank with an electronic representation of asubstitute check for deposit into an Account instead of an original check, Customer
<br />agrees to indemnify and reimburse Bank for, and hold Bank harmless from and against, any and all losses, costs and expenses (including reasonable
<br />attorneys' fees) Bank incurs because any such substitute check resulting from such electronic representation does not meet applicable substitute
<br />check standards and/or causes duplicate payments.
<br />6. No ACH Conversion of Customer and Bank acknowledge and agree that nems processed in connection with the Service shall be
<br />deposited and collected as though they were original checks, either in the form of image replacement documents or electronic image exchange entries,
<br />as defined by the Check Clearing for the 21" Century Act. Should Customer implement a procedure for converting items to ACH transactions and
<br />originating such transactions through Bank, Customer must select the ACH Services box on the Customer Profile thereby agreeing to the terms and
<br />conditions of the ACH Services Article of Part 2 of this Master Agreement, and complete the applicable Service Schedule and other documentation
<br />governing Bank's provision of ACH services, even if Customer uses the Service in any way in connection with ACH eversion.
<br />7. Scanning of Items and Transmission of Files. After successful implementation and installation of any software or hardware related to
<br />the use of the Service, Customer shall endorse each check to be deposited, scan and capture the front and back of each check to be deposited, and
<br />transmit the image file to Bank in accordance with Bank's required procedures. To ensure accuracy, Customer shall balance the deposit dollar
<br />amount to the sum of the checks prior to transmitting the file. The file must be received by Bank no later than the cut-off time specified by Bank
<br />("Cut -Off Time"). A file which is received after the Cut -Off Time shall be deemed to have been received on the business day following the business
<br />day on which the file is actually received by Bank. Customer may send multiple fres to Bank throughout the day. Bank reserves the right to change
<br />the Cut -Off Time at any time in Bank's discretion.
<br />8. _Maintenance and Destruction of Original Item. Customer shall securely store all original checks deposited through the Service for a
<br />period ofnot less than thirty (30) days and not more than ninety (90) days ("Retention Period") after Customer has received notice from Bank that
<br />the file has been accepted During the Retention Period, Customer shall take appropriate security measures to ensure that only authorized personnel
<br />shall have access to the original checks, that the information contained on the checks shall not be disclosed, and that the original checks will not be
<br />duupticateQ will not be scammed more than one time, and will not be deposited or negotiated in any form. In addition, during the Retention Period
<br />Customerwill fumish to Bank upon request a copy of or the original of any check transmitted through the Service to Bank for processing. Customer
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