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TERMS AND CONDITIONS 1. Services. 1.1 The Services described in this Agreement allow Customer to elect how Bank will handle incoming Automated Clearing House ("ACH") Entries presented to Customer's Account(s). Customer may pre- establish certain ACH payment authorization, which include several options to filter ACH Entries (hereinafter collectively referred to as "ACH Authorizations"). 1.2 Customer acknowledges that the Services do not apply to transactions between Customer and Bank, including Bank's affiliates and subsidiaries, such as loan or credit card payments ("Bank Related Entries'). Bank is permitted to pay Bank -Related Entries whether or not Customer has included them in Customer's ACH Authorizations as reflected in this Agreement and may do so until such time as Customer's authorization with respect to the underlying Bank -Related Entries is revoked or otherwise terminates. 2. Operations. 2.1 If Customer checks the box(es) above to block incoming ACH Debit Entries or ACH Credit Entries presented to Customer's Account(s), Customer thereby instructs Bank to block all incoming ACH Debit Entries. or ACH Credit Entries presented to such Account(s). 2.2 If Customer elects the ACH filter feature, Customer thereby instructs Bank to permit only those incoming ACH Entries from the specific Originator identified by Customer above by the Originating Company ID number. All other incoming ACH transactions will be returned to the Originator. 2.3 This Agreement is Bank's record of Customer's ACH Authorizations and represents Bank's understanding of Customer's instructions associated with incoming ACH Entries. If the information that Customer has provided above is incorrect in any category, Customer must advise Bank immediately, as Bank is NOT responsible for blocking or filtering ACH transactions unless Customer's ACH Authorizations are accurately described in this Agreement. 2.4 Customer's ACH block instruction(s) will be accepted subject to the condition that ACH transactions have not already been posted or are not in the process of posting, and that Bank will have a reasonable opportunity to ax on Customer's request before any such processing. 2.5 Bank shall be bound only to exercise ordinary care in attempting to block or filter ACH transactions. . 2.6 Bank shall have a reasonable time after receipt of Customer's request to implement this Agreement and shall not assume responsibility for stopping ACH transactions that have already been posted to the Account, 3 oj5 3. Account Agreement; Service Fees. 3.1 Bank and Customer agree that the Services and any Account established by Customer in connection with the Services shall also be governed by the Account Agreement, including one or more fee schedules issued by Bank for the Account, and the terms of the Account Agreement are incorporated herein by reference. If there is any conflict between the terms and provisions of this Agreement and the Account Agreement, the terms and provisions of this Agreement shall govern, but only to the extent reasonably necessary to resolve such conflicd. Customer agrees to compensate Bank for the Services in accordance with the applicable fee schedules or written agreements between Bank and Customer in effect from time to time that apply to the Services. 3.2 Customer authorizes Bank to charge Customer's Account for all applicable charges and fees to the extent that such charges and fees are not offset by earnings credits or allowances for Customer's Account(s). Customer also agrees to pay all sales, use or other taxes (other than taxes based upon Bank's net income) that may be applicable to the Services. 3.3 Bank may amend fees associated with the Services and Account(s) in aggregate or individually, at any time. To the extent that such changes adversely affect Customer, Bank will use commercially reasonable efforts to give notice to Customer of such changes, in accordance with applicable law, or as may otherwise be agreed to by the parties. 4. Limitation of Liability; Disclaimer of Warranties. 4.1 Except to the extent required by law, the liability of Bank in connexion with the Services shall in all cases be limited in accordance with the terms of the Account Agreement. 4:2 CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT CUSTOMER'S SOLE RISK, AND THE SERVICES ARE PROVIDED "AS IS," AND BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON - INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 5. Indemnification. Except as otherwise expressly prohibited or limited by law, Customer agrees to indemnify and hold Bank harmless from any and all claims, liabilities, 0313