Welcome to First Citizens Digital Banking Commercial Advantage ("Commercial Advantage")

First Citizens Bank is pleased to offer you and your business the many benefits of Commercial Advantage. Using your computer and the Internet, you will be able to obtain information about your business accounts, initiate certain account transactions, and take advantage of many of the account services we offer to our business customers.

Definitions

In this Agreement, "Bank," "we," "our," and "us" refer to First-Citizens Bank & Trust Company, also known as First Citizens Bank. "You" and "your" refer to your business and any person with actual, apparent or inherent authority to access one or more of your business accounts using Commercial Advantage, including the person accepting this Agreement, and any amendments hereto, on behalf of such business. "Commercial Advantage" means the online banking services provided by First Citizens Bank to its business customers as further described in this Agreement and within the services. "Agreement" means this Commercial Advantage Agreement.

"Account" and "accounts" refer to your accounts with us that may be accessed through Commercial Advantage and that are designated by you for access via Commercial Advantage. "Access Codes" refer to the passwords, tokens, codes, identification numbers, and other security procedures that allow access to your accounts through Commercial Advantage and that have been assigned to you or are administered by you and assigned to any User. Access Codes include, but are not limited to, your Customer ID, User Name and User Password. "Agent" has the same meaning as used in the First Citizens Bank Deposit Account Agreement.

"Electronic message" means an electronically transmitted message, which allows the text to be displayed on equipment in the recipient's possession (such as a personal computer or mobile telephone). An electronic message is considered written notice for purposes of this Agreement. "User" is anyone who accesses your Accounts through Commercial Advantage by using your Access Codes, including a Legal Administrator. A "Legal Administrator" is a User you have designated to be responsible for assigning User Names and User Passwords and supervising access to Commercial Advantage.

"Business day" means any day, Monday through Friday, except bank holidays; for purposes of this Agreement, our business hours are based on Eastern Time. "Include," "includes," "including," and "such as" are used to indicate examples and not to limit what is covered.

Other terms may be defined below. The financial services described in this Agreement may not be available in all states or for all customers.

Our agreement with you

Your use of Commercial Advantage and its related services is governed by this Agreement (including its Exhibits), your application for Commercial Advantage, our Deposit Account Agreement, our Disclosure of Products and Fees, and your other agreements with us or rules applicable to the services and transactions you access or direct through Commercial Advantage, including ACH, wire transfers, Bill Pay, overdraft protection, positive pay, trust services agreements, and loan agreements, as applicable. You also agree to comply with any instructions we provide you on using Commercial Advantage or its related services. These agreements, rules, and instructions apply as they are amended from time to time, and they are incorporated herein by reference. With respect to your use of Commercial Advantage, in the event of any conflict between this Agreement and any other agreement governing your deposit or loan accounts or the services you access through Commercial Advantage, this Agreement will control, but only as to the conflicting provision(s) and as it relates to use of Commercial Advantage.

The clicking of "I Accept" by any User with respect to this Agreement, and any amendments hereto, constitutes acceptance of this Agreement and is your acknowledgment that you have received this Agreement, you have read and understand it, and agree to be bound by it.

We reserve the right to amend this Agreement at any time. We will provide you with notice of an amendment as required by law. We may provide notice of an amendment electronically and require acceptance of the amendment as a condition of continued use of Commercial Advantage. Acceptance of the amendment by a User and/or your use of Commercial Advantage after we amend this Agreement will constitute your acceptance of such changes. You may decline changes by terminating Commercial Advantage, in the manner provided in this Agreement, before any changes go into effect.

You agree that your electronic consent/acceptance or entry of information is legally binding on you and enforceable against you and is the legal equivalent of your handwritten signature.

System Requirements

To access and use Commercial Advantage, and to retain records in connection with Commercial Advantage, your system must meet certain requirements. These requirements, for computers using either Microsoft Windows or Mac operating systems, are subject to change and are published and updated on https://www.firstcitizens.com/commercial/commercial-advantage-center/faq.

We recommend that you access Commercial Advantage via updated versions of specified internet browsers, which are published and periodically updated on the webpage referenced in the prior paragraph. Access via non-approved browsers or old versions of approved browsers may be blocked.

Access to Commercial Advantage and Use of Access Codes

We will assign you a User Name to use the first time you sign on to Commercial Advantage. At the time of your first sign-on, you must set up a password and a minimum of one Multi-Factor Authentication (MFA) option. You or a Legal Administrator will subsequently assign a User Name to all persons who are authorized to access your Accounts through Commercial Advantage. If you forget your Access Codes, please contact Business Support at 866-FCB-4BIZ (866-322-4249); the Bank may have to re-set your access. No one at the Bank will contact you requesting your passwords. Do not give your passwords to anyone who is not authorized to transact business in your accounts. It is your responsibility to remember, and protect the security of your Access Codes and passwords. All actions by Users through Commercial Advantage are deemed authorized by you and legally binding on you (even if the User makes transactions you do not want or acts outside of his or her authority).

In connection with your responsibility to remember and to protect the security of your Access Codes, you agree:

1. To keep your password secure and confidential;
2. Not to provide or make available your Access Codes to any unauthorized person;
3. To instruct each User about security and confidentiality of Access Codes and about the terms of this Agreement; and
4. To notify us immediately if you believe any Access Code has been compromised.
5. Not to save Access Codes on your computer.
6. To sign off at the end of every session.

Your acceptance of this Agreement by clicking "I Accept" and your use of Commercial Advantage is your acknowledgment that the security procedures described in this Agreement and within the Commercial Advantage service are commercially reasonable and acceptable to you.

You agree to designate one or more Legal Administrators who shall be responsible for assigning User Names and supervising User access to Commercial Advantage. You may, at your option, allow your Legal Administrators to also perform other administrative tasks in connection with your use of Commercial Advantage, including adding and deleting Users and User authorizations; supervising the security of your systems; customizing MFA; and setting up and modifying communication settings. Any Legal Administrator will be able to designate, and will have responsibility for designating, different levels of access for Users. We will provide you with instructions for the available options. All actions by any Legal Administrator with respect to assigning Access Codes to Users, accessing your accounts through Commercial Advantage, and approving transactions are deemed authorized and legally binding.

Reliance on Your Instructions

You authorize us to follow the instructions submitted under your Access Codes and to charge and credit your accounts according to those instructions. Except to the extent prohibited by applicable law or regulation, we may rely and act on any instructions, and you will be deemed to have expressly authorized and you will be legally bound by any Commercial Advantage transaction: (1) initiated by you, at your direction, or with your consent (whether express or implied); (2) initiated by a User; (3) initiated by an Agent with respect to any account or by anyone acting with authority from you (express or implied); (4) which results in the transfer of funds between accounts, even if subsequent transfers out of the accounts benefit someone else; (5) initiated under your Access Codes; (6) which is to or for your benefit (for example, the payment of a debt for which you are partially or fully liable); or (7) which you contend is unauthorized unless you cooperate fully with us in our investigation of the transaction, assign to us your right of recovery against the wrongdoer if we reconstitute your account, and cooperate fully with us in the recovery of any loss we sustain and the prosecution of any wrongdoer. Except to the extent prohibited by applicable law or regulation, each User is deemed to be authorized to conduct (and you will be legally bound by) any transactions available through Commercial Advantage using that User's Access Codes and to issue related instructions, even if the User exceeds your authorization. All such instructions will be considered as having been given to us directly by you and shall have the same authority as your written signature in authorizing us to comply with the instructions. Any requirement of verifying two signatures does not apply to transactions initiated or made via Commercial Advantage. We are not required to separately verify any instruction given under your Access Codes, although we reserve the right to require separate verification for any reason.

If You Believe Your Access Codes Are Lost, Stolen or Used Without Your Authority

Please tell us IMMEDIATELY if you believe your Access Codes have been lost, stolen, or used without your authority, or if you suspect an unauthorized transaction or other discrepancy. Telephoning is the best way of keeping your possible losses down. Call our Business Support Department at 866-FCB-4BIZ (866-322-4249) or write First Citizens Bank, Commercial Advantage, DAC 54, PO Box 27131, Raleigh, NC 27611. You could lose all the money in your accounts, plus the maximum amount of any line of credit linked to your accounts. Please refer to your other account agreements for requirements to notify us within a certain time after your receipt of your account statement or other notice of a transaction.

WE WILL NOT BE LIABLE FOR OUR RELIANCE AND ACTION ON ANY UNAUTHORIZED INSTRUCTIONS OR ON INSTRUCTIONS FROM AN UNAUTHORIZED PERSON UNTIL WE HAVE BEEN NOTIFIED IN ACCORDANCE WITH THIS PARAGRAPH AND HAVE HAD A REASONABLE TIME (NOT LESS THAN TWENTY-FOUR (24) HOURS) TO ACT ON SUCH NOTICE. For security reasons, and without liability to you, we reserve the right to suspend or cancel your Access Code(s) or your Commercial Advantage access if we suspect your Access Code(s) has been compromised, even without notice from you.

Services Available Through Commercial Advantage

Services available through Commercial Advantage are listed within the Commercial Advantage website. Some services are described in Exhibits to this Agreement (which Exhibits are deemed incorporated herein). You may be required to enter into additional agreements for certain services, such as ACH, wire transfers, positive pay, trust (time-open) account services, and Bill Pay. From time to time, we may add, change, or remove services, or we may update or upgrade Commercial Advantage, and we may limit your access only to revised or updated services. To use ACH and wire transfer services, each User will be required to register one or more mobile or stationary computing device(s) prior to accessing the ACH and wire service. By using any new or changed Commercial Advantage services when they become available, you agree to be bound by this Agreement, any amendments to this Agreement regarding the new or changed services, and any additional rules and instructions that we provide you concerning the new or changed services.

Accounts You May Access

Subject to any restrictions we may impose from time to time, you may access the following general* types of accounts through Commercial Advantage:

1. Business deposit accounts,
2. Business line of credit and installment loan accounts,
3. Commercial loans,
4. Trust accounts (Time open and Preneed accounts), and
5. Personal accounts. **

*Not all accounts of the indicated type are accessible via Commercial Advantage. We reserve the right to limit specific types of accounts accessible via Commercial Advantage and also the types of transactions that may be conducted for a specific account via Commercial Advantage.

**Commercial Advantage is intended for use primarily with commercial accounts. In the event you use Commercial Advantage to access a consumer checking or savings account (a checking or savings account owned by a natural person and used primarily for personal, family, or household purposes), the terms of EXHIBIT B also apply to your use of Commercial Advantage with respect to those consumer accounts.

Transaction Limitations

For savings and money market accounts, federal regulations limit third party or pre-authorized transfers and withdrawals to six per statement cycle, no more than three of which may be made by check, draft, debit card, or similar order payable to third parties. Transfers or payments through Commercial Advantage or Bill Pay count against these limits. We may charge a fee for transactions in excess of the limit. Also, for security reasons, we may impose additional limits on the frequency, number, and dollar amounts of transactions you can perform using Commercial Advantage. Further, we reserve the right to refuse to pay any person or entity to whom you may direct a payment through Commercial Advantage. We will notify you promptly if we decide to refuse to pay a person or entity designated by you; however, this notification is not required if you direct us to make any payment which is otherwise prohibited under your agreements with us. Loan payments to us are not included in these limits.

Overdrafts

If your use of Commercial Advantage overdraws your account and the overdraft is not covered by an approved line of credit relating to the overdrawn account, you agree to make immediate payment to us of the amount of any such overdraft, together with related service charges. You also agree that we may charge the overdraft and related service charges against your other accounts with us to the extent permitted by law or by your Deposit Account Agreement.

Our Liability for Errors in Transactions

We will not be liable if we fail to complete a transaction on time or in the correct amount because of any of the following:

1. You do not have enough money in the applicable account to complete the transaction.
2. The transaction will exceed the credit limit on your related overdraft line of credit.
3. You do not allow us adequate time according to this Agreement to process instructions we receive from you.
4. The person or entity to whom you direct a transfer or payment mishandles, delays, or fails or refuses to accept a transfer or payment sent by us.
5. You have provided us with incorrect, incomplete or inaccurate data or information concerning the recipient of a transfer or payment or other account information, or you have otherwise failed to comply with the procedures set forth in this Agreement or within the applicable Service.
6. With regard to ACH tax payments you initiate through Commercial Advantage, you fail to verify the accuracy of (and correct, if necessary) information concerning the tax payee that is automatically provided (e.g., payee name, account number, routing number).
7. When prompted by Commercial Advantage to verify and confirm a transaction via your separate designated voice or data channel (e.g., your mobile or stationary computing device), you fail to do so.
8. There are technical problems in our receipt of information or instructions from you or a third party involving the account or transaction (for example, problems arise with computers, software, modems, or telephone communications), or you have attempted a transaction even though you have notice that Commercial Advantage (or the applicable service) is not working properly.
9. Circumstances beyond our control (such as, but not limited to, fire, flood, interference from an outside force, acts of terror or common enemy, loss or delay due to biological or chemical threats, strikes, lockouts, acts of governmental authorities, delays of couriers or supplies, communications equipment failures, or equipment malfunction occurring despite ordinary maintenance) prevent the proper execution of the transaction, despite reasonable precautions we have taken.
10. This Agreement or your payment or transfer authorization has been terminated.
11. Your account has been closed, there is a hold on your account, or access to your account is blocked in accordance with our policies.
12. Your funds are subject to legal process or encumbrances restricting transfer or withdrawal.
13. Applicable law prevents completion of the transaction.
14. Unusual or extraordinary circumstances exist that indicate improper or unlawful use of your account.
15. You believe someone has accessed your account without your permission and you fail to notify us immediately.

Unless otherwise required by law, if we fail or delay in making a payment or transfer pursuant to your instructions, or if we make a payment or transfer in an incorrect amount which is less than the amount specified in your instructions, our liability is limited to interest on the amount which we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay this interest either to you or the intended recipient of the payment or transfer, and our payment to either person will fully discharge our obligation. Unless otherwise required by law, if we make a payment or transfer in an incorrect amount which exceeds the amount specified in your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of unauthorized use as described above, our liability is limited to a refund of the amount incorrectly paid or transferred, plus interest on this amount from the date of the payment or transfer to the date of the refund, but in no event to exceed sixty (60) days' interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in Atlanta for each day interest is due, computed on the basis of a 360-day year. You agree to notify us promptly of our failure or delay to make a payment or transfer pursuant to your instructions. Certain services, such as ACH and Bill Pay, may be subject to additional or different limitations on liability.

Fees and Charges

You must designate one account as the account from which all of your Commercial Advantage service fees and charges will be paid (including any service fees for third party services accessed through Commercial Advantage, such as Bill Pay). However, fees and charges such as insufficient funds charges may be charged against the account designated for the transaction. You are responsible for any non-Bank charges incurred by accessing Commercial Advantage, including local or long-distance telephone charges, Internet access fees and any other charges that may be assessed and billed separately. We reserve the right to change applicable fees and charges at any time. We will provide you with any notice required by law of any changes to our fees and charges. If the applicable account does not have a sufficient balance to pay all applicable fees and charges due, we may exercise our right of setoff against any of your other accounts as provided by law or your Deposit Account Agreement. Any applicable fees and charges will be charged regardless of whether you access or use a service during the billing cycle. If you close the account designated for Commercial Advantage service charges, or if that account is no longer linked to the service, we may terminate your Commercial Advantage services. However, you can change the account designated for Commercial Advantage service charges by contacting us at 866-FCB-4BIZ (866-322-4249).

Termination

You may terminate or discontinue Commercial Advantage or specific services by any of the following methods: (1) you may call our Business Support Department at 866-FCB-4BIZ (866-322-4249); (2) you may contact the Business Support representative at your local First Citizens Bank branch; or (3) you may notify us in writing at the address set forth in the "Notices" section below. You will not be entitled to the refund of any prepaid fees or charges. You must tell us your name and address, whether you are discontinuing Commercial Advantage or a specific Service, and the effective date to stop the Service(s). We will process your request as soon as practical after our receipt.

We may refuse Commercial Advantage services to anyone. We may terminate your Commercial Advantage services at any time without prior notice and with or without cause. Effective on termination by you or us, any unprocessed payments and transfers will be canceled. However, neither termination nor discontinuation shall affect your liability or obligations under this Agreement and you will remain liable for transfers and other transactions already in process and for the payment of any accrued fees and charges.

Notices to You

We may provide future notices and other communications (collectively, "communication(s)") by electronic message to your external email address or via the internal messaging function in Commercial Advantage; electronically by posting the communication (or posting a link to the communication) on the Commercial Advantage log-in page or on a separate web page that a User must click-through to access Commercial Advantage; by personal delivery; or by facsimile, regular mail or overnight courier service. You consent to receive communications by these methods. We will send, post, or email communications prior to their effective date when required by law or regulation. Communications are effective on the effective date stated in the communication or, if no effective date is stated, on the date sent, posted, or emailed. Your use of Commercial Advantage after the effective date of any communication means that you have accepted the communication. Notice to any co-owner or other authorized representative of the company is considered effective notice to all co-owners/representatives. A notice that alerts you to the availability of a communication on an Internet web site, in lieu of sending you the entire communication, is deemed sufficient notice of the communication. YOU AGREE THAT WE MAY SEND YOU ELECTRONIC MESSAGES ABOUT PRODUCTS OR SERVICES WE OFFER (INCLUDING ADVERTISEMENTS), although you may opt-out from email advertising by following the instructions in the email advertisement or by contacting us at the address under "Notices to Us" with a written request to opt-out of email advertising.

We will not ask you via external email to provide us with your business or personal information or your Access Codes. Further, we will not ask you via an unsecured website space (i.e., before you have logged-in to Commercial Advantage with your Access Codes) to provide personal information.

It is important that you provide us with your current external email and US mail addresses and that you update us immediately with any changes. You agree that we may send notices and other communications, including Access Code confirmations, to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You also agree that we will not be liable or obligated to you in any way if information is intercepted by an unauthorized person after it leaves our exclusive control, whether in transit or at your place of business. We may ask you to designate one person as our main contact for receipt of information relating to your use of Commercial Advantage.

You agree that your electronic consent/acceptance or entry of information is legally binding on you and enforceable against you and is the legal equivalent of your handwritten signature.

Notices to Us

You can communicate with us electronically using the "messages" link in Commercial Advantage. If you send us a notice via these links, we will be deemed to have received it at the close of business on the business day immediately following the day you send it. We will have a reasonable time to act on your notices. Do not rely on electronic messages or external email if you need to communicate with us immediately, for example, to report an unauthorized transaction from one of your accounts or to stop a pre-authorized payment. For security reasons, we may not act on instructions sent to us from an external email address, so please use the "messages" link to communicate with us electronically. Do not use external email to send confidential or sensitive information about you or your account(s), as these communication means may not be encrypted. For information on security of the "messages" function in Commercial Advantage, please see the information on "messages" within the Commercial Advantage service.

Notices you send to us via regular mail, overnight delivery, or hand delivery are effective no earlier than the first business day after our receipt of the notice, unless otherwise required by law or otherwise specified in this Agreement. You must use the following address when mailing us written notices:

First Citizens Bank
Commercial Advantage - DAC54
PO Box 27131
Raleigh, NC 27611-7131

Our Business Support telephone number for Commercial Advantage is 866-FCB-4BIZ (866-322-4249).

Joint and Several Liability

If any one or more of your accounts has co-owners, each co-owner will be jointly and severally liable for any obligations and transactions resulting from use of Commercial Advantage. We are authorized to follow the instructions of any co-owner or authorized representative, without notice to any other co-owner/representative, as provided in this Agreement and your other agreements with us relating to your accounts and the services. We are not responsible for determining the purpose of any instruction we receive from any authorized representative or for the disposition of payments or funds among co-owners. We reserve the right to require written instructions from all account holders and co-owners at our discretion.

Warranty Disclaimer

We may on a regular basis perform maintenance on our equipment or system, which may result in interrupted service or errors in the Commercial Advantage service. We also may need to change the scope of our services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. We make no representation that Commercial Advantage services will be uninterrupted or error free. Our sole obligation to you arising out of (i) the non-availability of Commercial Advantage or (ii) an interruption or delay in providing Commercial Advantage, shall be to use commercially reasonable efforts to resume such services.

FOREGOING IS OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL THE BANK (OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS) OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF WE ARE ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF ANY COMPUTER EQUIPMENT, COMMERCIAL ADVANTAGE, OR ANY SERVICES ACCESSED THROUGH COMMERCIAL ADVANTAGE. WE MAKE NO WARRANTY, EXPRESSED OR IMPLIED, CONCERNING COMMERCIAL ADVANTAGE OR ITS RELATED SERVICES, WEB BROWSERS, INTERNET SERVICES, OR OTHER SERVICES, AND WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IF ANY OF THESE DISCLAIMERS ARE LIMITED OR PROHIBITED BY APPLICABLE LAW, WE MAKE ONLY THE WARRANTIES SPECIFICALLY REQUIRED BY APPLICABLE LAW. IN NO EVENT SHALL ANY LICENSOR OR PROVIDER OF ANY SOFTWARE OR SERVICE PROVIDED BY OR THROUGH US HEREUNDER BE LIABLE TO YOU FOR ANY ERROR, LOSS OF DATA, MALFUNCTION, OR DEFECT OF OR CAUSED BY SUCH SOFTWARE OR SERVICE. ALL SUCH SOFTWARE AND SERVICES ARE PROVIDED "AS IS."

Virus Protection, Firewalls and Malicious Software ("Malware")

You are obligated to take security precautions to protect your computer. If we do learn, or have reason to believe, your computer (or any computer you use to access Commercial Advantage) is compromised and not secure, whether such possible or actual compromise is detected by you or by us through your access to our network and systems, we may, in our sole discretion, suspend, cancel or limit your access to Commercial Advantage without prior notice to you. If, after suspending, canceling or limiting your access to Commercial Advantage, we reactivate your prior access, you may have to re-establish some or all of your previously established settings, preferences, and payment models and previously scheduled transactions. You agree that we are not responsible for any viruses, firewalls, malware, or similar devices or programs that you may encounter when using Commercial Advantage, or for any unauthorized transactions resulting from these devices and programs.

Ownership of Materials

The content and information on our website are copyrighted by First Citizens Bank and the unauthorized reproduction or distribution of any portion is prohibited.

Assignment

You may not assign this Agreement to any other person or entity. We may assign this Agreement to any company with which we are directly or indirectly affiliated. We may also assign or delegate certain of our rights or responsibilities under this Agreement to independent contractors or other third parties.

No Waiver

We will not be deemed to have waived any of our rights or remedies under this Agreement unless we send the waiver to you by electronic message or we otherwise mail, send by facsimile or otherwise deliver to you a written waiver signed by us. No delay or omission on our part in exercising any of our rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies we may have. A waiver on one occasion will not be construed as a bar or waiver of any rights or remedies on future occasions.

Governing Law

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO ITS OR ANY OTHER STATES' CONFLICTS OF LAWS PROVISIONS, AND APPLICABLE FEDERAL LAW. ANY CLAIMS OR DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH IN THE FIRST CITIZENS BANK DEPOSIT ACCOUNT AGREEMENT, WHICH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE. To the extent that any applicable state or federal law invalidates or is inconsistent with a provision in this Agreement, that provision shall be severed from this Agreement as to any person who is protected by, and subject to the jurisdiction of, that state's laws or the applicable federal law.

Prohibited Persons and Transactions

You are authorized to use Commercial Advantage only in the manner described in this Agreement and within the services and only for legitimate and legal purposes. You agree that neither you, any User, nor any transferee or payee is prohibited from participating in the transactions you initiate and/or make through Commercial Advantage or any of its services, including prohibition pursuant to issuances of the Office of Foreign Assets Control or under the USA Patriot Act. To the extent consistent with applicable law, you agree to indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities, penalties, fines, and expenses, including court costs and attorneys' fees, incurred by us relating to any such prohibition. Except to the extent prohibited by law, we reserve the right to review and monitor transactions and instructions submitted via Commercial Advantage for security, legal compliance, fraud, and other legitimate purposes.

EXHIBIT A

Description of Services

The following are the account services (the "Services") that we currently offer through Commercial Advantage. You may select one or more of the Services. Your use of any of the Services constitutes your agreement to the terms and conditions of the First Citizens Bank Commercial Advantage Agreement (the "Agreement"), including this Exhibit, and to any additional rules and instructions we may provide you regarding the Services. Additional services may be offered to you from time to time.

Account Information

You may use Commercial Advantage to obtain account information for certain deposit accounts. Balance information reported through Commercial Advantage may not include all transactions that have occurred since the close of business on the previous banking day. Balance information shown for your deposit accounts may include Opening Ledger Balance, Closing Ledger Balance, Interim Ledger Balance, and Available Balance. These balance amounts may differ.

• The Closing Ledger Balance is the ending balance in your account on a particular day after that evening's posting.
• The Opening Ledger Balance is the beginning-of-the-day balance in your account after the prior evening's posting. The Opening Ledger Balance for a given business day will be equal to the Closing Ledger Balance for the prior business day.
• The Interim Ledger Balance represents the difference between the Opening Ledger Balance and any activity that has memo posted to the account (Opening Ledger Balance + Total Debits – Total Credits).
• The Available Balance is the amount you have in your account at a particular time that is available for immediate withdrawals or to cover other debit items. It may include items not yet posted to the account (e.g., any "pending" deposits, checks, transfers and withdrawals). Pending items are those debits and credits we have received, but have not yet settled and posted.

Transfers (Including Wire Transfer and ACH)

Commercial Advantage permits you to transfer funds between your business accounts at the Bank which you have designated for Commercial Advantage access. In addition, you may be able to initiate other money transfers through Commercial Advantage using money transfer instructions. Please follow the money transfer procedures specified within the applicable Service.

The term "money transfer instructions" includes instructions relating to: 1) the transfer of funds from your accounts with us to your accounts with third parties; 2) the transfer of funds from your accounts with us to any accounts of a third party, whether such third party accounts are with us or other financial institutions or entities; 3) the transfer of funds from your accounts with other financial institutions or entities to us; and 4) intra-Bank transfers of funds between your accounts with us.

Money transfers may include wire transfers and automated clearinghouse (ACH) electronic fund transfers. Wire transfers are also governed by and subject to our Funds Transfer Authorization and Agreement as amended from time to time, the terms and conditions of which are incorporated herein by reference. International wire transfers may require separate activation and may be governed by additional or different terms. ACH transactions are also governed by and subject to our ACH Agreement (Business Accounts) and the operating rules of the National Automated Clearinghouse Association, as amended from time to time, which are incorporated herein by reference. Transactions made in the Commercial Advantage Cash Concentration service are considered ACH transactions for purposes of this Agreement.

The Service may include the ability for you to set-up standing orders for transfers to or from your deposit account with us, from or to an account maintained at or by a third party. Examples of this Service include direct deposit of payroll for your employees and the ability to move funds between accounts as you direct (either on a one-time or recurring basis) within parameters specified by you in advance. These transfers are considered ACH transactions for purposes of this Agreement and are subject to our Funds Transfer Authorization and Agreement as amended from time to time, as well as any specific agreement for this Service. We may limit the types of accounts that can be linked or place other restrictions on this Service such as minimum and maximum transfer amounts and frequency of recurring transfers. You agree to indemnify us against any loss or damage incurred by us resulting from a transfer of funds involving an account at another financial institution.

The Bank utilizes MFA/out-of-band Transaction Authentication and other security tools to provide additional layers of security to you when you initiate ACH and wire transfers through Commercial Advantage. Any MFA/Transaction Authentication device(s) utilized by Commercial Advantage are separate applications from Commercial Advantage and each User will be required to register his or her Transaction Authentication device(s) before that User may access our ACH and wire transfer Services and initiate ACH and wire transactions. Any intentional bypassing of required Commercial Advantage security controls, or installation or usage of MFA/Transaction Authentication devices or applications not expressly authorized by First Citizens for use with Commercial Advantage, is done so at your own risk.

Your money transfer instructions must conform to such procedures as we may prescribe from time to time, including the establishment of cut-off times each day for receiving such instructions. We may change our procedures at any time and will provide you with notice of such changes as required by law. All provisions of this Agreement, including those regarding Access Codes and authorized Users, apply to these Services. A payment order delivered to the Bank by means of Commercial Advantage may be verified as an authentic payment order of the customer by use of the procedures and protocols specified in this Agreement and in the specific agreement applicable to the Service, as in effect from time to time.

You may be able to change, revoke, or cancel money transfer instructions prior to the time we begin processing the transfer if you call our Business Support Department at 866-FCB-4BIZ (866-322-4249). In the event you desire to revoke and cancel money transfer instructions, we shall make a reasonable effort to comply with your request; however, we make no representation or warranty as to our ability to comply with such instructions, and you agree that we shall not be responsible and that you will indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities and expenses, including court costs and attorney's fees, incurred by us in connection with such revocation or termination request.

We shall not be obligated at any time to transfer from any Account any amount in excess of the balance on deposit in such Account.

Transfers of funds between your deposit accounts with us accessible via Commercial Advantage will be processed on the processing date entered in your transfer instructions. For example, if you transfer funds from deposit Account A to deposit Account B, the funds will be debited from deposit Account A and credited to deposit Account B simultaneously on the processing date. The funds will be available immediately but may not be reflected in your account status or balances reports for one or two business days. Processing and settlement of wire transfers and ACH transactions (including transfers involving third parties) are made in accordance with your separate agreements with us for those services (see above).

In case of errors or questions about your electronic transfers, call our Business Support Department at 866-FCB-4BIZ (866-322-4249).

Positive Pay

When this Service is offered, Commercial Advantage permits you to securely submit and receive check-related data files for the Bank's positive pay service. Please follow specific instructions and procedures within this Service. Transmission security protocols are described within the Service, and, by using the Service, you agree that the security protocols described within the Service are commercially reasonable and acceptable to you. Positive pay is also governed by and subject to our positive pay service agreement as amended from time to time, the terms and conditions of which are incorporated herein by reference.

Trust Accounts (Time Open and Preneed Accounts)

When this Service is offered, Commercial Advantage permits you to manage time-open (trust) accounts, including balance and transaction status, funds transfers, and account closure. Exact features of this Service are described with the Service. Not all features may be available for all accounts. These accounts and your related transactions are also governed by and subject to our separate agreement for these accounts as amended from time to time, the terms and conditions of which are incorporated herein by reference.

Stop Payment Requests

You may use Commercial Advantage to initiate a stop payment request for any check written on your eligible account. You agree that any stop payment request shall be null and void after six months from the date of the order, or such earlier time as communicated by us to you.

In initiating a stop payment request, you agree to provide us such information as is required by our standard procedures relating to stop payment requests and as you shall be instructed to provide when initiating the order on Commercial Advantage.

If you fail to provide us with complete information or if the information you provide is incorrect (for example, the name of the payee, check number or amount), you agree that we shall not be responsible for any failure to stop payment on such item. We shall have a reasonable time (not less than twenty-four (24) hours) after receipt of a stop payment request to act upon the request. You agree that if, before receipt of a stop payment request or before a reasonable time to act has passed after receipt of a request, an item has been accepted or certified by us, or if we have paid the item in cash, or settled for the item without receiving a right to revoke the settlement, or have posted the item or otherwise have become accountable for the item, then any stop payment request shall be deemed to have been made too late and shall not be honored by us.

You agree to indemnify and hold us harmless from and against any and all losses, damages and expenses, including court costs and attorneys' fees, incurred by us on account of our refusing payment of any check or other item in accordance with your instructions. You further agree not to hold us liable for payment of an item contrary to your stop payment order if same occurs through inadvertence or accident and without gross negligence, or if by reason of such payment, other items drawn on your account are returned insufficient.

Bill Pay for Business

The Bill Pay for Business Service ("Bill Pay") is an electronic bill payment system available through Commercial Advantage. Through Bill Pay, you may instruct us to make one-time and recurring payments from your designated checking accounts to payees you choose. Bill Pay transactions are processed for the Bank by its "Service Provider," iPay Solutions™, a major provider of electronic banking transaction processing services. (iPay Solutions is a trademark of Jack Henry & Associates, Inc.).

Your access to and/or use of Bill Pay is governed by this Agreement (including other agreements and terms incorporated into this Agreement) and any instructions we provide you on using Bill Pay or Commercial Advantage. Bill Pay may feature a secure electronic message capability internal to Bill Pay.

If you use PFM software to access Commercial Advantage, some Bill Pay service features and terms may differ from features and terms available on or applicable to Commercial Advantage accessed through https://www.firstcitizens.com.

1. Definitions

The following definitions for the terms below are specific to Bill Pay. Terms not defined in this section have the same meaning as these terms are defined in the Definitions section of this Agreement. References to "we," "us" and "our" in this Bill Pay section refer to both the Bank and iPay Solutions.

• "Draft check" is a paper check drawn on your account that is created through Bill Pay. It contains the checking account number and bank routing number of the Pay-from Account. Funds represented by a draft check are not withdrawn from your account until the payee cashes the check.
• "Pay-from Account" means your First Citizens checking account that will be debited to fund your Bill Pay payment.
• "Payment Due Date" is the date your payment is due to the payee.
• "Payment Date" is the date you select to have your payment delivered to the payee. In order for your payment to arrive on time, the Payment Date you select must be at least your Payment Due Date, or sooner.
• "Payment Instructions" are the instructions you or a User give us through Commercial Advantage to make a payment on your behalf to a payee from funds in your designated Pay-from Account.
• "Process Date" is the date automatically designated by Bill Pay based on the Payment Date you select (and additional factors if the payment will be made by draft check). For electronic payments, the Process Date is the date funds are debited from your Pay-from Account for the payment. For payments by draft check, the Process Date is the date the check is printed.

2. Payment Instructions and Methods - in General

You must provide us with the details of intended transactions when you initiate Payment Instructions on Bill Pay. The service will prompt you for needed information. You authorize us to follow your Payment Instructions and to rely on the accuracy of all information you provide. We are not responsible for payments that cannot be made due to incomplete, incorrect, or outdated information that you provide. We reserve the right to select the method in which to remit funds on your behalf to the payee. Such determination is made in our sole discretion and is based on the Payment Instructions you provide. Payment methods may include payments via draft check or electronic payments.

3. Designation of Payees

Generally, you may pay any payee within the United States, including US territories and APOs/AEOs. We may prohibit certain types of payments and payees, such as payments to payees located outside of the United States and payments made at your own risk, such as tax payments and court ordered payments. You are solely responsible for any claims or damages resulting from your scheduling of these types of payments or from any payments to prohibited payees, whether or not we make the payment, and even if the payment is delayed or improperly processed. We reserve the right to refuse to pay any person or entity to whom you may direct a payment. We are not required to notify you regarding a prohibited payee or any payment prohibited under this Agreement.

You will need to add each payee to whom you wish to send a payment. You may be required to "activate" a payee before sending your first payment to that payee. To activate a payee, you will be required to input an activation code, which will be sent to you by text message or to your email address, as you select.

Payees fall within one of three categories in Bill Pay: companies (and other entities), individuals, or banks/credit unions.

• Companies: When adding a company payee, you must add information from your payee's statement such as payee name, your account number, and payee phone number and zip code. If the payee's address is on file with our Service Provider you will not need to input the payee's full address; however, if it is not on file you will be prompted to input the address. You may be required to input an activation code when you set up a company payee.
• Individuals: When you add an individual payee, there are three available options: (i) allow payee to provide his or her banking information (you will need to provide the payee's email address and select a keyword; payee's banking information is passed electronically through the system and you will not have access to it); (ii) provide payee's bank account information (you will need to provide the payee's bank routing number and account information); or (iii) mail payee a check (you will need to provide payee's mailing address). You will need to input an activation code when you set up an individual payee.
• Banks/Credit Unions: You will be able to make bank or credit union payments to a loan, credit card, or deposit (checking or savings) account. When sending a payment to a bank or credit union account, you will need to input the account number and payee financial institution routing number. You will be required to input an activation code if the payment is to a checking or savings account. You may be required to input an activation code if the payment is to a loan or credit card account.

When you add a payee, you will be asked to select a default Pay-from Account for each payee. The Bill Pay service will tell you if payments to a payee will be electronic or via paper check sent by mail. The service provides you with the ability to manage your payees by changing payee account information.

4. Payments

You may make single, one-time payments and recurring payments. Payments may be made from one or more Pay-from Accounts that you select. The cut-off time for scheduling a payment on any Business Day is 4:00 pm Eastern time. If you schedule your payment after the Business Day cut-off time, or on a non-Business Day, the payment will be treated as being scheduled the following Business Day. A scheduled payment can be changed or cancelled any time prior to the 4:00 pm cut-off time on the scheduled Process Date, which is displayed on your pending payment record for that payment. Payments cannot be stopped once processed.

(a) Single Payments: You will need to select the Pay-from Account, the amount of the payment and the Payment Date. The service prefills the first available Payment Date for a payment.

• Electronic Payments: If a payment is to be made electronically, once you select a Payment Date, the system automatically creates a Process Date. The funds are not debited from your account until the Payment Date, which is the date the payment is delivered to your payee.
• Payments via Draft Check: Once you have selected a Payment Date, the service calculates the Process Date, which is determined by the Payment Date you select and the location [ZIP code] of the payee. The check is printed on the Process Date and is then mailed. Once the check is mailed, the payment cannot be stopped by you through Bill Pay; however, you may still be able to stop the payment (if the check has not already been presented for negotiation) by contacting our Business Support Department at 866-322-4249. The funds are not debited from your account until the payee cashes the check.
• Rush Payments: Rush payments are not available if you are a business enrolled in Bill Pay.
  

b) Recurring Payments: Recurring payments are paid on a repeating basis for an ongoing or specified period of time. You must select the start date and the frequency (for example, weekly, every two weeks, monthly, annually, the xth day of the month, etc.). You may also select an end date when you want the recurring payments to stop. You will be required to enter the payee's mailing address for all recurring payments in the event the payment must be sent as a draft check. If you have instructed us to make preauthorized recurring payments out of your account, and provided you give us sufficient notice, you can stop these transfers as outlined in a later section of this Agreement entitled "Stop Payment and Payment Instruction Changes, Including Stop Payments."

When Payment Instructions for recurring payments are processed, and based on the frequency you select for your payments, a new Payment Date is automatically calculated for the next occurrence of the payment. If a Payment Date falls on a non-Business Day, the new occurrence of the payment is adjusted to the first Business Day before the recurring Payment Date. If you schedule recurring payments for the 29th, 30th or 31st of the month, and an applicable month does not have that date, the payment will be rescheduled to the last Business Day of the month.

5. Electronic Bill Presentment ("eBill")

The Bill Pay service enables you to receive electronic payment information for eligible payees. This information includes, but is not limited to, the minimum amount due and the due date for the payee's bill. To set up eBill for a particular payee you must enter payee login credentials on your eligible payee's website and accept iPay Solution's eBill Service User Agreement. You can do this as part of the set-up for each eligible payee by clicking on the "Set up eBill" button. Once you are set up to receive eBills from your eligible payee(s), you can pay each bill as you receive it or set up AutoPay to make recurring payments to your eBill payees. You also have the ability to file your eBills electronically. We are not responsible if a payee does not send you a bill, or sends it late.

6. Designated Pay-From Account(s) and Funds Availability

In your Payment Instructions for each bill you wish to pay, you must designate a Pay-from Account from which the funds will be debited to make the payment. Bill Pay will instruct you how to designate an account for each bill payment. You authorize us to charge the designated account according to your Payment Instructions.

You agree that you will have funds available for each payment you make from each Pay-from Account according to your Payment Instructions. Please review the Deposit Account Agreement regarding when funds are made available to your deposit accounts. Deposited or transferred funds are not always made available on the day you make the deposit or transfer. If you do not have sufficient funds in the designated Pay-from Account to cover a transaction, without notice to you we will decide, in our discretion, whether or not to complete the transaction, and we may make additional attempts to debit your Pay-from Account for the amount. We also will debit associated service fees and charges, such as fees for insufficient funds ("NSF" or "non-sufficient funds") or overdraft items in accordance with our agreements and standard procedures. You are responsible and agree to reimburse us for all service fees and charges assessed against your account(s) in connection with NSF activity, and you remain liable to us for all funds we have advanced plus applicable service fees and charges until we are paid in full. Availability of funds in any of your other accounts will not prevent us from rejecting a payment and/or you from incurring NSF or overdraft fees if you do not have sufficient funds in the Pay-from Account to cover a Payment Instruction. In addition, if your history of NSF activity is excessive, we may, in our discretion, prohibit you from using Bill Pay.

We shall have no obligation or liability if we do not complete a transfer or payment because there are insufficient funds in the Pay-from Account to process your Payment Instruction or because of incomplete or inaccurate information. You are responsible for either rescheduling the payment through Bill Pay or making alternate arrangements for the payment. If we are unable to complete a payment transaction for reasons other than insufficient funds (such as due to your input of incomplete or inaccurate information), we will attempt to notify you by email or US mail.

7.Scheduling Your Payments

Regardless of the method used to make each of your payments, always allow adequate time for your payments to reach your payees. At minimum, the Payment Date you select for your payment must be no later than the date you want the payee to receive the payment. In order to ensure your payment is made on time, if your Payment Due Date falls on a non-Business Day, you should select a Payment Date that is at least one Business Day before the Payment Due Date. Some payees require payments to be received before a certain time of the day (such as 2:00 pm) on the Payment Due Date. In such cases, the Payment Date you select should be at least one Business Day before the Payment Due Date. The Payment Date you enter in your Payment Instructions should also be prior to any late date or grace period. If your Payment Instructions do not meet all of these requirements, you alone bear the risk that the payee will not receive your payment on time, and you will be responsible for any and all late fees, penalties, finance charges and other actions taken by the payee.

8. Updating Your Contact and User Information

You can update your contact information (address, phone numbers and email address), add or delete Users, and provide your mobile number to our Bill Pay Service Provider to enable the Service Provider to send you text message alerts concerning your Bill Pay account. Though our Bill Pay Service Provider does not charge you for text alerts, you may incur fees from your mobile provider.

9. Payment Instruction Changes, Including Stop Payments

In addition to the other stop payment requirements in the Agreement, you must follow these procedures to stop a payment or recurring payments after Payment Instructions have been submitted in Bill Pay.

You may be able to change or cancel Payment Instructions by following the directions within Bill Pay. However, once Bill Pay has started processing a payment, the payment cannot be changed or canceled, and you must submit a stop payment request using our standard procedures. Alternatively, you may be able to change or cancel Payment Instructions if you call our Business Support Department at 866-322-4249 prior to the Process Date. If you call, we may also require you to put your request in writing and to get it to us within fourteen (14) days after you call. Normal service charges apply for each change/stop payment order requested.

In the event you desire to revoke and cancel Payment Instructions, we shall make a reasonable effort to comply with your request; however, we make no representation or warranty as to our ability to comply with such instructions, and you agree that we shall not be responsible and you shall indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities and expenses, including court costs and reasonable attorneys' fees, incurred by us in connection with such revocation or termination request.

10. Limitations

We are only responsible for exercising ordinary care in processing and sending payments upon your authorization in accordance with this Agreement. In addition to other limitations in the Agreement, we will incur no liability or obligations if we are unable to complete any of your Payment Instructions because (i) the electronic processing center is not working properly; (ii) you have provided us with incorrect, incomplete, or inaccurate data or information concerning a payee or other account information, including but not limited to date related errors; (iii) you have failed to comply with the Payment Instruction requirements set forth in this Agreement, or any instructions we provide you on using Bill Pay or Commercial Advantage; or (iv) your payment authorization has been terminated. Further, we will not be liable in any way for damages you incur (i) if you do not have sufficient funds in you Pay-from Account to make the payment on the Process Date, (ii) for delays in mail delivery, (iii) for changes to the payee's address or account number unless you have advised us of the change sufficiently in advance, (iv) for the failure of any payee to correctly account for or credit the payment in a timely manner, (v) if you have not provided correct payment information, (vi) if you have been advised that the payment processing center is not working properly but you execute a transaction anyway, or (vii) for any other circumstances beyond our control. If you have scheduled a payment in accordance with the Bill Pay terms, but your payment posts after its Payment Due Date because of a delay by the Bill Pay service, Bill Pay will bear responsibility for no more than $50 in late payment charges you actually incur for that payment.

11. Warranty Disclaimer

BILL PAY, AS WELL AS ALL OF ITS FEATURES, IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL IMPLIED WARRANTIES ARE DISCLAIMED.

12. Termination of Bill Pay Service

You may discontinue or terminate Bill Pay as indicated in the Termination section of this Agreement. When you do so, you must specify whether you are discontinuing or terminating just Bill Pay or both Bill Pay and Commercial Advantage. When Bill Pay is discontinued or terminated, any already-scheduled Payment Instruction initiated through Bill Pay will also be terminated. If you discontinue or terminate Bill Pay, you authorize us to continue making fund transfers, bill payments, or other transactions you had previously authorized until we have had a reasonable opportunity to act upon your termination notice. Your final charge for Bill Pay will be assessed at the end of the month.

If you are not paying a monthly service charge for Bill Pay, we may convert your account to inactive status if you do not sign on to Bill Pay or have any transactions scheduled through Bill Pay during any consecutive 12-month period. If your account is considered inactive, you must contact us to have Bill Pay reactivated before you will be able to schedule any transaction through Bill Pay.

Mobile Deposit

Commercial Advantage allows you to deposit checks to your checking, savings, or money market savings accounts through mobile remote deposit capture (“Mobile Deposit”) from your Commercial Advantage mobile application on your tablet, cellular phone or other hand-held device used to access Commercial Advantage and its various services (such device a “Mobile Device”). Not all Mobile Device cameras are compatible with Mobile Deposit. In addition, if you wish to use your Mobile Device to deposit checks, your Mobile Device camera must meet certain resolution requirements and you must give First Citizens permission to access your camera. Hardware and software specifications change from time to time and are updated and described in more detail on https://www.firstcitizens.com/commercial-advantage-mobile. Mobile Deposit is only available through your Commercial Advantage mobile application.

1. Eligible Deposit Items.

You agree to scan and deposit only "checks" as that term is defined in Federal Reserve Board Regulation CC ("Reg. CC"), and only those checks that are permissible under this Agreement or such other items that we, in our sole discretion, elect to include in the Mobile Deposit service. You agree that the image of the check transmitted to us shall be deemed an "item" within the meaning of Articles 3 and 4 of the applicable Uniform Commercial Code. You agree that you will not scan and deposit any of the following types of checks or other items:

• Checks payable to any person or entity other than the person or entity that owns the account into which the check is being deposited.
• Checks containing an alteration on the front of the check or item, or checks you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check is drawn.
• Checks payable jointly, unless deposited into an account in the name of all payees.
• Checks previously converted to a "substitute check," as that term is defined in Reg. CC.
• Checks drawn on a financial institution located outside the United States.
• Checks that are "remotely created checks," as that term is defined in Reg. CC; i.e., a check not created by the paying bank and which does not bear the signature of the person on whose account the check is drawn. Remotely created checks are often created by the payee or its service provider on behalf of the maker.
• Checks not payable in United States currency.
• Checks dated more than six months prior to the date of deposit.
• Checks or items prohibited by our current procedures relating to the Mobile Deposit service or which are otherwise not acceptable under the terms of your Account.
• Checks payable on sight ("sight drafts") or “payable-through-drafts,” as these terms are defined in Reg CC. (A sight draft is payable upon the meeting of specified terms; a payable-through draft is issued against the payor, and the payor has a period of time to honor or refuse payment.)
• Checks with any restrictive endorsement on the back (other than as described in this Agreement).
• Checks that have previously been submitted through Mobile Deposit or through a remote deposit capture service offered at First Citizens Bank or any other financial institution.
• Checks or items that are drawn on or otherwise issued by the U.S. Treasury Department.
• Checks or items on which a stop payment has been issued or for which the account on which the check is issued has insufficient funds.
• Checks drawn on a home equity line of credit, credit card advances, or other convenience checks.
• Traveler’s checks, money orders, or savings bonds.

2. Endorsements and Procedures.

You agree to restrictively endorse any item transmitted through Mobile Deposit with the signatures of all payees and by designating the item as "For deposit only" or as otherwise instructed by us. You agree to follow any and all other procedures and instructions for use of Mobile Deposit as we may establish from time to time.

3. Receipt of Items.

We reserve the right to reject any item transmitted through Mobile Deposit, at our discretion, without liability to you. We are not responsible for items we do not receive or for images that are dropped during transmission. An image of an item shall be deemed received when you receive a confirmation from us that we have received the image. Receipt of such confirmation does not mean that the transmission was error free, complete or will be considered a deposit and credited to your Account. We further reserve the right to charge back to your Account, at any time, any item that we subsequently determine was not an eligible item. You agree that we are not liable for any loss, costs, or fees you may incur as a result of our chargeback of an ineligible item.

4. Availability of Funds.

You agree that items transmitted using Mobile Deposit are not subject to the funds availability requirements of Reg. CC or to our standard Funds Availability Policy. In general, if an image of an item you transmit through Mobile Deposit is received and accepted before 9 p.m. Eastern time on a Business Day, we consider that day to be the day of your deposit. Otherwise, we will consider that the deposit was made on the next Business Day. Funds deposited using Mobile Deposit will generally be made available within three Business Days from the day of deposit. However, availability of funds deposited using Mobile Deposit may be delayed for a longer period under certain circumstances.

5. Disposal of Transmitted Items.

Upon your receipt of a confirmation from us that we received an image you transmitted, you agree to retain and safeguard the check for at least 30 calendar days from the date of the image transmission. After 30 calendar days, if you have verified that the funds have been credited to your Account, you agree to either destroy the check that you transmitted as an image, mark it "VOID," or otherwise render it incapable of further transmission, deposit, or presentment. During the time you retain possession of the check, you agree to promptly provide it to us upon request.

6. Deposit Limits.

We may establish limits on the dollar amount and/or number of items or deposits you may make through Mobile Deposit, and may change these limits from time to time. If you attempt to initiate a deposit in excess of these limits, we may reject your deposit. If we permit you to make a deposit in excess of these limits, such deposit will still be subject to the terms of this Agreement, and we will not be obligated to allow such a deposit at other times. The standard limits are posted on firstcitizens.com and may vary by client or product or be based on other considerations as determined by us. There is no daily or monthly statement cycle limit on the number of items allowed to be deposited, as long as the respective dollar limits are not exceeded.

7. Presentment.

The manner in which the items are cleared, presented for payment, and collected shall be in our sole discretion and subject to the Deposit Account Agreement, which governs your Account.

8. Errors.

You agree to notify us immediately of any suspected errors regarding items deposited through Mobile Deposit, and in no event later than 30 calendar days after your applicable account statement is made available to you. If you fail to notify us within 30 calendar days, all deposits reported on the statement and made through Mobile Deposit shall be deemed correct, and you are prohibited from bringing a claim against us for such alleged error.

9. Errors in Transmission.

By using Mobile Deposit you accept the risk that an item may be intercepted or misdirected during transmission. We bear no liability to you or others for any intercepted or misdirected items or information disclosed through such errors.

10. Image Quality.

The image of an item transmitted to us using Mobile Deposit must be legible, as determined in our sole discretion. Without limiting the foregoing, the image quality of the items must comply with the requirements established from time to time by us, the American National Standards Institute ("ANSI"), the Board of Governors of the Federal Reserve Board, or any other regulatory agency, clearinghouse or association.

11. User Warranties and Indemnification.

You warrant to us the following, and you agree to indemnify and hold us harmless from any loss for breach of any of these warranty provisions.

• You will only transmit eligible items.
• You will not transmit duplicate items.
• You will not re-deposit or re-present an original item.
• You will not store (for longer than 30 days) or make a back-up copy of any item you submit electronically.
• All information you provide to us is accurate and true.
• You will comply with this Agreement and all applicable rules, laws and regulations.
• You are not aware of any factor which may impair the collectability of any item.

12. Cooperation with Investigations.

You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost to us, any originals or copies of items deposited through Mobile Deposit in your possession and your records relating to such items and transmissions.

Electronic Statements

We may offer you the ability to view some account statements via Commercial Advantage. We reserve the right to determine the electronic format of statements viewable through Commercial Advantage. We may require you to waive paper statements and email alerts of statement availability in order to activate or continue electronic statements. Additional terms may apply to the electronic statements Service.

Electronic Alerts

For your convenience, we may provide an electronic "alerts" feature for some Services. For Services and activities you select within this feature, we will provide an "alert" notice to your "messages" box within Commercial Advantage or to your external email address, as selected by you. This feature is provided as a convenience, and we are not responsible for any failure or delay in sending, transmission, or receipt of any alert. We do not guarantee the delivery or accuracy of the contents of any alert. We will not be liable for your use of or reliance on the contents or delivery of any alert for any purpose. You may manage the types and timing of your alerts within the "alerts" feature.

EXHIBIT B

Additional or Different Terms for Consumer Accounts Accessed Through Commercial Advantage

The following additional terms apply only to consumer checking or savings accounts (a checking or savings account owned by a natural person and used primarily for personal, family, or household purposes) accessed through Commercial Advantage. These additional terms do not apply to commercial, business, partnership, or agricultural accounts.

Your Right to Stop Payment and Your Right to Receive Notice of Varying Amounts

1. Stop Payment Procedure: If you have told us in advance to make regular payments or transfers out of your account, you can stop any of these payments or transfers by following the procedures outlined in this paragraph. You may change or cancel Bill Pay Payment Instructions by following the directions within the Service. However, once the Bill Pay service has started processing a payment, the payment cannot be changed or canceled, and you must submit a stop payment request in the manner provided in the Bill Pay service or in your Deposit Account Agreement. You may change or cancel any instructions you have given us to transfer funds from one of your accounts to another using Commercial Advantage if you enter and transmit through Commercial Advantage your change or cancellation instructions (and we receive your new instructions) at any time prior to the time we actually execute your transfer instructions. Alternatively, you may change or cancel bill payment or funds transfer instructions if you call us at 866-FCB-4BIZ (866-322-4249), or write us at First Citizens Bank, Commercial Advantage, DAC54, PO Box 27131, Raleigh, NC 27611-7131, in time for us to receive your change or cancellation instructions seven business days or more before the designated payment or transfer date. If you call, we may also require you to put your request in writing and to get it to us within 14 days after you call. Normal service charges apply for each change/stop payment order requested by telephone or in writing.
2. Notice of Varying Amounts: If your regular payments vary in amount, the person you are going to pay should tell you, at least 10 days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.
3. Failure to Stop Payment of Pre-authorized Transfer: If you order us to stop one of these payments within the applicable time frame indicated above, and we do not do so, we will be liable for your losses or damages caused by our failure except as otherwise limited in this Agreement.

Your Liability for Unauthorized Transfers

We will send you a monthly account statement for your checking and savings accounts unless there are no transfers in a particular month. In any case, we will send you a statement for your checking and savings accounts at least quarterly. The statement will show Bill Pay and other Commercial Advantage transfers. If your statement shows transfers that you did not make, tell us IMMEDIATELY. You may call us at 866-FCB-4BIZ (866-322-4249) or write First Citizens Bank, Commercial Advantage, DAC54, PO Box 27131, Raleigh, NC 27611-7131. If you do not tell us within sixty days after the statement was mailed to you, you may not get back any money you lost after the sixty days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods. Remember that if you maintain the confidentiality of your password, it will reduce the possibility of unauthorized use.

Errors and Questions

In case of errors or questions about your electronic transfers, call us at 866-FCB-4BIZ (866-322-4249) or write First Citizens Bank, Commercial Advantage, DAC54, PO Box 27131, Raleigh, NC 27611-7131 as soon as you can, if you think your statement is wrong or if you need more information about a transfer listed on your statement.

Alternatively, you may call or visit your local branch office. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

When you notify us: 1) tell us your name and account number, 2) describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information, and 3) tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will re-credit your account within 10 business days for the amount you think is in error, so that you will have use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not re-credit your account. If your complaint or question involves (i) an electronic fund transfer that was initiated outside the United States or that resulted from a point-of-sale debt card transaction, then the 45 day investigation period will be extended to 90 days; (ii) an electronic fund transfer to or from the account during the first 30 days the account is open, then the 10 day period will be extended to 20 business days, and the 45 day investigation period will be extended to 90 days.

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

Addition to "If You Believe Your Access Codes Are Lost, Stolen or Used Without Your Authority"

If you believe your Access Codes have been lost or stolen, and you tell us within two business days after you learn of the loss or theft, you can lose no more than $50 if someone used your password without your permission to make an unauthorized electronic fund transfer (as defined by federal law). If you do NOT tell us within two business days after you learn of the loss or theft of your password, and we can prove we could have stopped someone from using your password without your permission if you had told us, you could lose as much as $500. Losses could include not only money in your account, but also advances on any credit line associated with your account.

Information Authorization

You authorize us and our agents to request and obtain consumer reports on you from any consumer reporting agency and to obtain and verify information relating to you and your accounts from any other source. You also authorize us to disclose any information relating to you and your accounts (i) to any consumer reporting agency or any other person or entity we reasonably believe is conducting a legitimate credit inquiry, (ii) to any financial institution, (iii) to any account information service (such as ChexSystems or Equifax), (iv) in response to any subpoena, summons, court or administrative order, or other legal process which we reasonably believe requires our compliance, (v) to any of our affiliates or subsidiaries, (vi) to First Citizens BancShares, Inc. (our parent company) and any of its subsidiaries or affiliates, and (vii) to any law enforcement officer if we suspect any wrongdoing in connection with any of your accounts. You further agree that we may obtain financial information regarding your accounts with any of your designated payees to resolve payment problems. From time to time we are legally required to provide information in response to court or administrative orders, subpoenas, summonses, tax levies, or other such legal process. You agree to pay our standard charges for the research and copying of documents and for any other expenses we incur in complying with such legal process including, but not limited to, our attorneys' fees. Our fees will be determined from our Disclosure of Products and Fees in effect at the time that the Services are rendered, and we will charge your Primary Account for any such fees or expenses.

Disclosure of Account Information

1. In General: We will disclose information to third parties about your account(s) or the transfers you make that we believe is necessary:

• To complete or document transactions, to investigate possible unauthorized transactions, or to combat fraud.
• To verify the existence and condition of your account for a third party, such as a credit bureau or merchant.
• In response to government agency inquiries or orders.
• In response to court orders.
• If you give us your written or oral permission.
• To comply with government regulations.
• To offer you products and services that we believe may interest you.

You must pay our standard charges for research and copying when we provide account information to you or to third parties.

2. FCB Affiliates: We routinely share information concerning our customers with our "affiliates." Our "affiliates" are all members of the First Citizens corporate family and include our subsidiaries and all of the other companies owned or controlled by First Citizens BancShares, our parent company. Federal law permits us to share limited information about you without your consent. In general, this information includes identification information (such as your name and address) and information concerning your transactions with us and our

experiences with you. Our goal is to offer you the broadest range and highest quality of financial products and services we can provide. To do this effectively, we need to share "other information" with our affiliates in addition to identification, transaction and experience information. For example, when we share information about you with our affiliates which we obtain from an application or a consumer report, our affiliates can determine whether certain financial products and services are appropriate for your needs. Please be assured that we do not share this "other information" with non-affiliated third parties unless we are required to do so by law or permitted to do so under your Account Agreement. Unlike identification, transaction and experience information that we may share by law, the Fair Credit Reporting Act permits you to direct us not to share "other information" with our affiliates. To do so, you must notify us in writing of your request. Please include your name, current address, social security number, telephone number, account number and type of account, and send your written request to First Citizens Bank, PO Box 26592, Raleigh, NC 27611-6592. Your request must be mailed in a separate envelope and should not be included with any other Bank correspondence. Each customer may separately choose to ask that we not share his or her "other information" with our affiliates. A customer who directs us not to share "other information" may do so only on his or her own behalf. We will process your request as soon as we reasonably can.

Agreement for Automated Clearing House (ACH) Services

This agreement applies to ACH Origination services offered online through First Citizens Digital Banking Commercial Advantage and to customers enrolled in or that otherwise access such services.

This Agreement for Automated Clearing House (ACH) Services ("Online ACH Agreement") contains terms and conditions specifically applicable to our Automated Clearing House ("ACH") services ("Service"). The Online ACH Agreement incorporates the ACH Service Schedule and the general terms of the Treasury Management Services Agreement (the "TMS Agreement" or "General Terms") found below.

The terms "Bank," "we," "us," "our" and "ours" refer to First-Citizens Bank & Trust Company. The terms "Customer," "you," "your" and "yours" refer to the Bank customer enrolled in the Service (regardless of whether the customer is an Originator or Third Party Service Provider, as those terms are defined in this Agreement and the National Automated Clearing House Association ("NACHA") Operating Rules & Guidelines), and any person with actual, apparent, or inherent authority to access one or more of your business accounts who uses the Service, including the person accepting this Online ACH Agreement, and any amendments hereto, on behalf of such business. "TMS" refers to First Citizens Treasury Management Services. Capitalized terms used but not defined in the Service Schedule have the meaning given them in the General Terms.

The clicking of "I Accept" by any "User" (as that term is defined in the First Citizens Digital Banking Commercial Advantage Customer Agreement) with respect to this Online ACH Agreement, and any amendments hereto, constitutes acceptance of this Online ACH Agreement and is your acknowledgment that you have received this Online ACH Agreement, you have read and understand it, and agree to be bound by it. If you are a Commercial Advantage User in connection with your employment by the Customer, you acknowledge and understand that you are accepting this Online ACH Agreement on behalf of your employer and you represent and warrant that: (i) you have full legal authority to bind your employer to this ACH Online Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of your employer, to be bound by this ACH Online Agreement.

If, within this Agreement, there is any conflict between the General Terms and the Service Schedule, the terms of the Service Schedule will prevail. You also agree to be bound by applicable federal and state laws and regulations and by the National Automated Clearing House Association ("NACHA") Operating Rules & Guidelines (the "ACH Rules") as these ACH Rules are updated and amended from time to time, and to comply with the audit requirements as set forth in the ACH Rules. (There is information about audit requirements in section 14.1 of the Service Schedule specific to Third Party Service Providers; however, all Originators are subject to certain audit requirements under the ACH Rules.) You agree that you are responsible for reviewing the most up-to-date copy of the ACH Rules and all amendments as they are published from time to time. The ACH Rules are available online for viewing at http://www.nacha.org. This NACHA website also enables you to sign up for a NACHA membership and/or to purchase a hard copy of the Rules for a nominal fee.

You specifically, acknowledge your understanding of, and agreement to comply with, the requirements set forth in Section 1.4 of the General Terms. You agree not to initiate any transactions in violation of the requirements or sanctions of the federal Office of Foreign Assets Control ("OFAC"), or act on behalf of, or transmit funds to or from, any party subject to OFAC sanctions. You also agree, as set forth in more detail in the General Terms, that you will not use the Service to process restricted transactions under the federal Unlawful Internet Gambling Act and/or its implementing regulations.

If you are a Third Party Service Provider, you agree to comply with the audit requirements set forth in the ACH Rules, and as more fully explained in the Appendices to the NACHA Operating Rules, concerning ACH functions you perform on behalf of Participating DFIs and ODFIs.

We reserve the right to amend this Online ACH Agreement at any time. We will provide you with notice of an amendment as required by law. We may provide notice of an amendment electronically and require acceptance of the amendment as a condition of continued use of the Service. Acceptance of the amendment by a User and/or your use of the Service after we amend this Online ACH Agreement will constitute your acceptance of such changes. You may decline changes by terminating the Service, in the manner provided in this Online ACH Agreement, before the changes go into effect. No prior, current or future course of dealing between us and you will constitute a modification of this Agreement or any agreement between us and you that is inconsistent with this Online ACH Agreement regardless of the practices and procedures used.

You agree that your electronic consent/acceptance or entry of information by a User is legally binding on you and enforceable against you and is the legal equivalent of your handwritten signature.

ACH Service Schedule

1. DESCRIPTION OF SERVICE

The Automated Clearing House ("ACH") Network ("ACH Network") is an electronic payment and collection system that allows funds to be transferred electronically between accounts at financial institutions that participate in the ACH Network. The Service generally consists of our transmittal, processing and settlement of Entries into and out of your accounts in accordance with our requirements, the ACH Rules, which govern the use of the ACH Network, and applicable laws and regulations. Other services we offer in connection with ACH transactions (e.g., ACH monitoring services) are subject to and governed by a separate service schedule

2. DEFINITIONS

The following capitalized party names and terms, which have not already been defined above, are used in this Schedule and are defined below as follows:

Parties:

• Originating Depository Financial Institution ("ODFI"): A Participating DFI with respect to Entries (i) it transmits directly or indirectly to an ACH Operator for transmittal to an RDFI, and (ii) on which it is designated as the ODFI in accordance with ACH Record Format Specifications. The ODFI is the financial institution that receives payment instructions from the Originator.
• Originator: The party that has authorized an ODFI (directly or through a TPS) to transmit, for the account of that party, a Credit Entry, Debit Entry, or Non-Monetary Entry to the Receiver's account at the RDFI. The Originator is the party that has the contractual relationship with the Receiver, and is the ultimate beneficiary of receipt of the payment or the participant ultimately responsible for making the payment.
• Participating Depository Financial Institution ("Participating DFI"): A financial institution that is authorized to accept deposits, has been assigned a routing number, and has agreed to be bound by the ACH Rules.
• Receiver: The party that has authorized the Originator to initiate an ACH Entry (either credit, debit or Non-Monetary) to the Receiver's account with the Receiving Depository Financial Institution ("RDFI"). With respect to debit Entries, the term Receiver means all parties whose signatures are required to withdraw funds from an account for purposes of the warranty provisions in the ACH Rules.
• Receiving Depository Financial Institution ("RDFI"):The financial institution that receives ACH Entries and posts them to the Receiver's account.
• Third Party Sender ("TPS"):For purposes of this Service Schedule, a TPS is a type of Third Party Service Provider that acts as an intermediary in transmitting Entries between the Originator and an ODFI while acting on behalf of an Originator or another TPS when there is no direct contractual agreement between the ODFI and the Originator for ACH origination services. A party acting as TPS is also a TPSP.
• Third Party Service Provider ("TPSP"): For purposes of this Service Schedule, a Third Party Service Provider is an entity that performs any functions on behalf of the Originator, TPS, ODFI or RDFI related to the processing of ACH Entries.TPSPs may be, but are not always, TPSs. The term "Third Party Service Provider" may have a different meaning in the General Terms.

Other terms:

• Account: The account you have designated to us to receive credits and debits in connection with the Service.
• Commercial Advantage: Our online banking system for business customers through which you can access our ACH service.
• Effective Date or Effective Entry Date: The date that you request in an Entry for the settlement of the Entry to occur.
• Entry: An order or request for or relating to the transfer of funds through the ACH Network, and the data you provide us for processing the order/request.
  -Credit Entry: An Entry that you initiate with us for the debiting of funds from your Account for transfer and crediting to an account at another financial institution.
  -Debit Entry: An Entry that you initiate with us to debit funds from an account at another financial institution and transfer the funds to your Account.
  -Non-Monetary Entry: Any notice or data complying with the ACH Record Format Specifications that is not an order or request for the transfer or withdrawal of funds. A Non-Monetary Entry is also referred to as a Pre-Note.
• On-Us Entry: A Credit or Debit Entry that is directed to another account maintained with us.
• File: A group of Entries associated with a given transmittal register and the control total set forth therein.
• Processing Date: The date we send your Entry to the ACH Network for processing. The Processing Date is also the date your account is debited for the transactions.
• Settlement Date: The date the settlement of the Entry actually takes place; i.e., with respect to credit or debit Entries, the date an exchange of funds with respect to an Entry is reflected on the books of the applicable Federal Reserve Bank(s), and with respect to a Non-Monetary Entry, the date specified in the Settlement Date Field of the Entry. The Settlement Date is generally the same date as the Effective Entry Date. The Receiving ACH Operator determines the Settlement Date based on the Effective Entry Date and the current ACH processing date.

3. ENTRY REQUIREMENTS; FILE CREATION AND TRANSMISSION; AGGREGATE LIMITS

3.1 Requirements in General: In using the Service and initiating Entries with us, you are subject to and bound by the "ACH Requirements," which consist, collectively, of: (i) this Service Schedule, (ii) the file formatting and other requirements and specifications contained in the User Guide or in any other materials or instructions we provide you in connection with the Service, and (iii) the National Automated Clearing House Association ("NACHA") Operating Rules & Guidelines (the "ACH Rules"), which govern the use of the ACH Network. The ACH Rules apply to all parties to an ACH transaction. You expressly accept and agree to be bound by the ACH Rules in your use of the Service.

3.2 File Creation and Transmission: You must either (i) create and transmit your Entry files to us through our Commercial Advantage batch system, or (ii) create your Entry files using software obtained from a third party and transmit the files to us through our Data Exchange Service ("DES"). Regardless of your method of File transmission, Entry Files must be "unbalanced," meaning the File will not include any offsetting Entries to your Account. All Files must meet the format specifications set forth in the ACH Rules

3.3 Origination of Entries: In order to originate ACH Entries via Commercial Advantage, your Legal Administrator shall be responsible for designating User(s) with authority to originate such Entries in Commercial Advantage on your behalf ("ACH User(s)"). The Legal Administrator, and other User(s) with administrative permissions, may also set dollar limits on transfer amounts for each ACH User per account. Bank shall not be responsible for the authorities and limits established by your Legal Administrator and/or any other Users with administrative permissions. We shall be entitled to rely solely on the designations made through your Commercial Advantage account and shall not be responsible for matching the names of the ACH Users designated in your Commercial Advantage account to names or titles listed elsewhere, such as in a signature card, Customer Authorization Card, or banking resolution. You agree that any such Entries originated via Commercial Advantage shall comply with the Security Procedures as defined in Section 4.1 of this Service Schedule. You agree to provide initial training to your Legal Administrator and ACH Users, and maintain ongoing training on an as-needed basis, to ensure each ACH User complies with the ACH Rules as these rules may change from time to time.

Your ACH Users will need "security credentials" (e.g., User Names and passwords) in order to access Commercial Advantage and originate ACH Entries. Each ACH User will also be required, prior to accessing or using the Service, to register his or her Multi-Factor Authentication (MFA)/Transaction Authentication device(s) on Commercial Advantage. (Commercial Advantage utilizes MFA/out-of-band Transaction Authentication and other security tools that provide additional layers of security when initiating certain types of transactions from Commercial Advantage. Any MFA/Transaction Authentication device(s) utilized by Commercial Advantage are separate applications from Commercial Advantage and will be required for all Commercial Advantage Users who have access to originate ACH Entries.) Any intentional bypassing of required Commercial Advantage security controls, or installation or usage of MFA/Transaction Authentication devices or applications not expressly authorized by First Citizens for use with Commercial Advantage, is done so at your own risk. You agree to ensure that your ACH Users shall not give or make available their Commercial Advantage security credentials to any other persons or entities and shall take customary and reasonable precautions to keep their security credentials secure. You agree to comply with the Security Procedures, including those described in this Online ACH Agreement, and any other security procedures established by Bank from time to time. Furthermore, you agree that we are entitled to rely on any ACH origination instructions we receive through your Commercial Advantage account so long as the instructions comply with the Security Procedures, and Bank shall not be liable for any loss or damage incurred by you with respect to the authorization of an ACH Entry so long as we followed our security procedures.

3.4 Aggregate Limits: In our discretion, and for our protection, regardless of whether or not Prefunding (as that term is defined in Section 6.2 of this Service Schedule) is required, we may limit the aggregate dollar amount of your Entries for which final settlement is pending at any given time ("Aggregate Limits"). We will advise you when you enroll in the Service of your Aggregate Limits, and you agree not to exceed them. We may, in our sole discretion, refuse to process, or suspend the processing of, any Entries that exceed the Aggregate Limits, and we will have no liability to you or any other party for doing so. You agree to indemnify, defend and hold us harmless from any and all claims arising out of or relating to our refusal to process Entries that exceed the Aggregate Limits. We will periodically review your Aggregate Limits and may, in our sole discretion, change them at any time. We will notify you of changes. At our request from time to time, you agree to provide to us such information as we may reasonably require regarding your financial status, including, without limitation, copies of your most recent financial statements. We may also periodically obtain and review credit reports on you and/or your principals.

4. SECURITY PRECAUTIONS AND PROCEDURES

4.1 Security Procedures: You agree to comply with all security procedures and requirements contained in the ACH Requirements ("Security Procedures"). You acknowledge that the Security Procedures are intended to assist you in minimizing the risk of unauthorized Entries but are not designed to detect an error in the transmission or content of an Entry, and that there is no agreement between you and us on security procedures for the detection of errors. You agree to pay us the amount (or request cancellation or amendment) of an Entry we receive that was transmitted or authorized by you, regardless of whether (i) we complied with the Security Procedures with respect to the Entry, (ii) the Entry was erroneous in any respect, or (iii) the error would have been detected if we had complied with the procedures. You agree to take reasonable steps to maintain the confidentiality of the Security Procedures and any User Names, passwords, tokens, codes, security devices and related instructions we provide you (collectively, "Access Codes"). If you know or suspect that the Security Procedures or any Access Codes have been divulged to or accessed by unauthorized persons, you must notify us immediately followed by written confirmation. You agree that we may follow any and all instructions entered and transactions initiated on your behalf using the Security Procedures until such time as you notify us that the Security Procedures or Access Codes have been stolen, compromised, or otherwise known to persons other than you and any authorized Users and we have had a reasonable time to act upon such notice.

4.2 Virus Protection, Firewalls and Malicious Software ("Malware"): You are obligated to take security precautions to protect your computer. There are a number of means and mechanisms by which other persons may obtain information from your computer or trick you or other ACH Users in order to gain control of your compute (or any computer used to access your accounts). Such unauthorized persons may obtain such access and/or control when you or other individuals use your computer to, among other things, access information on removable or network storage, and/or use the Internet for purposes of sending and receiving emails, browsing various websites, and conducting searches – all things you are likely to do on your computer on a regular basis. Specifically, you may be unwittingly induced to install on your computer malicious software ("malware"), commonly referred to, among other names, as computer viruses, worms, Trojan horses, rootkits, backdoors, spyware, and adware, when, for example, you open an email attachment, click on a link in an email, click poisoned links within search results which lead you to other sites controlled by fraudsters, browse websites that have been attacked by viruses, install counterfeit software that appears legitimate but may contain malware, or insert on your computer removable storage devices such as CDs, MP3 players, and other USB memory devices. Once malware is installed on your computer, it is very difficult to detect using traditional antivirus software products running on the infected computer, and financial malware in particular is generally undetectable by all but a few antivirus products and often goes unnoticed until after unauthorized transactions have occurred.

We protect our own network and systems with various security protocols, but are under no obligation to determine if your computer (or any computer by which you access your accounts) is secure or if it is or may be compromised or insecure. We encourage you to routinely scan your hardware and software using reliable and current virus, firewall and malware protection products of your choice to detect and remove any viruses and malware found. A virus on your computer that goes undetected or unrepaired may corrupt and destroy your programs, files and even your hardware and may result in unauthorized transactions from your accounts.

We recommend, in summary, that you do the following when using your computer to originate ACH transactions and conduct other financial transactions:

• Access your accounts on one or more computers dedicated exclusively to performing financial work on which only essential security and financial software is installed. If you chose not to dedicate one or more of your computers exclusively to performing financial work, we especially encourage you to exercise caution when using your computer for activities unrelated to performing financial work.
• Do not access your accounts at Internet cafes and public WI-FI hotspots.
• Secure the computer(s) used to originate ACH transactions in a restricted area, and limit access to these computer(s).
• Monitor and reconcile your accounts regularly.
• Use the Internet cautiously.
• Notify us if you receive an online request to provide confidential information or data.
• Take note of any strange or unusual messages or activity on your computer.
• Use current virus, firewall and malware protection products on the computer(s) you use to perform financial work.
• Rebuild your computer if it becomes infected.

You agree that we are not responsible for any viruses, firewalls, malware, or similar devices or programs that you may encounter when accessing your accounts, or for any unauthorized transactions resulting from these devices and programs.

Businesses that routinely transfer funds electronically are often targeted by scammers and tricked into making transfers in either in the wrong amount or to a wrong or fictitious Receiver. This often occurs when the email system of the business (or the email system of the sender) is hacked, and an email message that appears genuine (purportedly from another company associate or a vendor) instructs the email recipient to originate a transfer. The directive is later discovered to be fraudulent. To protect yourself against this type scam, confirm via a call to a pre-established telephone number that the email directing the transfer is authentic. Do not accept changes to transfer instructions via email. Do not rely on emails received through free email accounts, which typically have more security concerns than emails sent or received through private email servers. Be suspicious of any instructions that direct you to transfer funds to an account held in the name of an unknown Receiver or in an unexpected geographic location. Once funds are transferred, they are often difficult or impossible to retrieve, especially if the funds are transferred to a Receiver/RDFI in a foreign country.

5. OUR PROCESSING OF ENTRIES

5.1 General ACH Processing Terms: Provided that an Entry complies with the ACH Requirements, and subject to our right to reject an Entry, we will process the Entry to conform to the applicable file specifications, transmit the Entry as the ODFI, and settle for the Entry in accordance with the ACH Rules. Except as provided below for On-Us Entries, we will transmit an Entry on or before the Settlement Date provided that: (i) we receive the Entry on a Business Day and by our applicable Cut-Off Time as stated below, (ii) funds are available in your Account to cover the amount of the Entry, and (iii) we receive the Entry at least one (1) Business Day before the Settlement Date if a Debit Entry, or at least two (2) Business Days before the Settlement Date if a Credit Entry. An Entry will be deemed received by us when we receive the electronic transmission containing the Entry. If you fail to comply with our processing deadlines or if an Entry otherwise fails to comply with the ACH Requirements, we may, in our sole discretion, use reasonable efforts to transmit the Entry in a timely manner, but we will have no liability to you if we fail to do so. We reserve the right to change our Cut-Off Time, which is set forth in Section 5.2 of the Agreement, and will give you prior notice if we do so.

5.2 Cut-Off Time for Bank's Receipt of Entries: We process ACH Entries at various times throughout each Business Day. Entries received by 10 pm Eastern time (the "Cut Off Time") are processed the same Business Day. Entries received after 10 pm on a Business Day or Entries received on a non-Business Day will be processed the next Business Day. Entries that are not On-Us Entries generally post to the Receiver's account on the Originator's scheduled Settlement Date as long as they are received on a timely basis by the ACH Operator (the Federal Reserve).

5.3 Same Day ACH: We offer an optional Same Day ACH service, as that service is defined by the ACH Rules. You must enroll in this optional service. For an Entry to be eligible for Same Day processing, the Entry must:

• have an Effective Entry Date that matches the Business Day on which we receive the Entry;
• be received by us prior to the First Citizens Bank deadline for Same Day ACH processing; and
• be for an amount no greater than the current First Citizens Bank Same Day ACH per-transaction dollar limit

If an Entry does not meet the above criteria, it may be rejected or deferred for processing until the next Business Day.

Please contact Business Support for our current Same Day ACH deadline and per-transaction limit.

Same Day ACH Entries may be subject to an additional per-Entry fee. To enroll in the Same Day ACH service, you must contact Business Support using the contact information contained in Section 15.

5.4 On-Us Entries: Provided an Entry complies with the ACH Requirements, we will credit or debit, as applicable, the Receiver's account in the amount of the Entry on the Effective Entry Date; however, we may delay posting as required or permitted by the ACH Requirements or reject an Entry as provided below. If the On-Us Entry fails to comply with the ACH Requirements, we will use reasonable efforts to credit or debit the Receiver's account in the amount of the Entry no later than the next Business Day following the Effective Entry Date or at such later time as required or permitted by the ACH Requirements.

5.5 Rejection of Entries: We may reject any Entry: (i) that does not comply with the ACH Requirements, (ii) that contains an Effective Entry Date more than thirty (30) calendar days after the Business Day we receive the Entry; (iii) if an On-Us Entry, for any reason for which an Entry may be returned under the ACH Rules; (iv) if you have failed to comply with your Account balance obligations; (v) if you do not adhere to the Security Procedures, and/or (vi) under circumstances that we know or reasonably suspect involve fraudulent, unlawful or disputed acts or that may subject us to an actual or potential loss of any kind. Provided you have complied with the Cut-Off Times, we will notify you no later than the Settlement Date if we reject an Entry. We may notify you by telephone, electronic transmission or other means, and the notice will be effective when given. We will have no liability to you or any third party for our rejection of an Entry or the fact that notice of rejection is not provided earlier than as stated herein.

5.6 Cancellation or Amendment of Entries: You have no right to cancel or amend an Entry after we have received it; however, provided the Entry complies with the ACH Requirements, we may use reasonable efforts to act on a cancellation or amendment request if we receive the request within a sufficient time prior to processing the Entry to prevent transmission, or, in the case of an On-Us Entry, to prevent crediting a Receiver's account. We will not be liable if a requested cancellation or amendment is not effected. You agree to reimburse us for any expenses, losses, or damages we may incur in effecting or attempting to effect your request for the reversal of an Entry.

5.7 Returned Entries, Notice of Returned Entries and Notifications of Change: NACHA expects that all ACH Network participants work towards reducing the number of overall returns, and in particular, administrative returns, thereby reducing the number of transactions entering the ACH Network that result in exceptions and returns. Accordingly, to comply with NACHA's expectations, we routinely monitor your administrative and overall returns to ensure your return rates do not exceed our established acceptable rate levels. If your return rates are excessive, we will require you to reduce your return rates to our established acceptable level or face termination of your Service in accordance with the provisions in Section 16 of the General Terms.

We will notify you of the receipt of a returned Entry, Notification of Change ("NOC"), or Corrected Notification of Change ("Corrected NOC") with an Alert in Commercial Advantage. You are responsible for enabling the "ACH Return/Notification of Change" eDocument Alert under the "Alerts" tab in Commercial Advantage. We will transmit the notice to you no later than one (1) Business Day after the Business Day on which we receive the returned Entry or NOC. We will provide you with information relating to an NOC or Corrected NOC as required by the ACH Rules. You must promptly correct your records to reflect the information contained in an NOC or Corrected NOC prior to initiating another Entry to the Receiver's account. Except for an Entry you retransmit in accordance with the ACH Requirements, we have no obligation to retransmit a returned Entry provided we complied with the ACH Requirements with respect to the original Entry.

5.8 Inconsistency of Name and Account Number: You acknowledge and agree that (i) we and the financial institution that receives an Entry initiated by you may rely on the account number of the Receiver supplied by you with the Entry, and may process and apply the Entry on the basis of that account number, even if the account number is inconsistent with the Receiver's name or if it identifies a party different from the named Receiver, and (ii) your obligation to pay us for the amount of the Entry is not excused in such circumstances.

5.9 International ACH Transactions ("IATs" or "IAT Entries"): An IAT is an Entry that is part of a payment transaction "involving a Financial Agency's office" that is not located in the territorial jurisdiction of the United States. A Financial Agency is an entity authorized by applicable law to accept deposits or to conduct the business of issuing money orders or transferring funds. An office of a Financial Agency is involved in a payment transaction if it (i) holds an account that is credited or debited as part of the payment transaction; (ii) receives payment directly from a party or makes payment directly to a party as part of the payment transaction, or (iii) serves as an intermediary in the settlement of any part of the payment transaction. The Bank does not provide the ability to originate IATs, and such Entries will reject and not process. You agree not to originate any IATs without our explicit approval. Violation of this rule could result in penalties and/or termination of the Service.

5.10 Unauthorized Entries: You are strictly responsible for establishing and maintaining your own internal procedures to safeguard against unauthorized Entry transmissions. NACHA expects all ACH Network participants to work towards reducing the return rate for unauthorized debit Entries. Accordingly, to comply with NACHA's expectations, we regularly monitor your return rate levels for unauthorized Debit Entries, and these levels must remain below our established acceptable rate and the threshold rate set forth in the ACH Rules. If your return rate levels exceed our established acceptable rate for a period greater than 60 days, we may terminate your Service in accordance with the provisions in Section 16 of the General Terms. You represent and warrant that no individual will be allowed to initiate Entries without full legal authority and/or in the absence of proper supervision and safeguards. The occurrence of unauthorized access will not affect any Entries that we receive from you and transmit in good faith prior to our receipt of notification and within a reasonable time after Bank's receipt of such notice to allow Bank to prevent unauthorized transfers. If we receive an Entry that purports to have been transmitted or authorized by you, it will be deemed effective as your Entry, and you are obligated and legally bound to pay us the Entry amount even if the Entry was not in fact authorized by you unless we were notified in sufficient time to allow us to stop our processing and transmittal of the Entry.

6. PAYMENT FOR ENTRIES

6.1 Credit Entries: You agree to pay us the amount of each Credit Entry on or before the date we transmit the Entry and before the Settlement Date and at such time as we, in our discretion, may require.

6.2 Credit Entries Requiring Prefunding: We, in our discretion, may require you to prefund Entries. "Prefunding" means you ensure that when you transmit a File to us, you have, sufficient available funds in your Account to cover that File. If we require you to Prefund, we will not process any File containing Credit Entries when your Account does not contain sufficient available funds to cover the file, regardless of whether we may have done so in the past. Files presented against your Account with insufficient available funds will be suspended, and an NSF fee will be charged. If your Account is not funded within two (2) days of the Effective Date, the suspended file will be automatically deleted. You agree to pay all fees charged by us in connection with Prefunding, and authorize us to debit such fees from your Account.

6.3 Returned Debit Entries; Forecasted Returns: If a Debit Entry we process for you is returned, rejected or reversed for any reason ("Returned Debit Entry"), you will promptly pay us the amount of the Returned Debit Entry. We may hold funds in your Account in anticipation of receiving Returned Debit Entries if the level of previous Returned Debit Entries exceeds limits determined by us in our sole discretion ("Forecasted Returns"). You will pay us for any Returned Debit Entry or Forecasted Returns that have been previously credited to your Account, and such amounts are immediately due and payable on the day the Returned Debit Entry is posted to your Account. We will notify you as required by the ACH Requirements that a Debit Entry has been returned unpaid. We may offer other reports from time to time.

6.4 Charges and Credits to Your Account: You authorize us to debit your designated Account without further notice or demand for all amounts due and payable to us in connection with the Service, including, without limitation, amounts for Entries, returns, reversals and/or fees. We generally will debit your Account on the Settlement Date for the amount of the applicable Entry, unless we require Prefunding in which case we will debit your Account on the date your file is presented. If an Entry is returned after we have received payment from you for the Entry, we will credit your Account for the amount we receive in connection with the return on the Business Day we receive such amount.

6.5 Account Balance: You will at all times maintain a balance of available funds in your Account sufficient to cover your payment obligations in connection with the Service. If funds are not available in your Account to pay the amount of the File in full at such time as Bank attempts to debit your Account, an insufficient funds fee will be charged to your Account. If there are not sufficient available funds in your Account to cover all of your obligations in connection with the Service, you agree that we may, and you authorize us to, debit any account maintained by you with us or set off the amount you owe us against any amount we owe you, in order to obtain payment of amounts you owe in connection with the Service.

7. REVIEW OF ACCOUNT STATEMENT

Entries will be reflected on your periodic Account statement. You agree to review your Account statement promptly upon receipt and notify us immediately of any discrepancy between your records and the information shown on your Account statement. If you fail to notify us of any discrepancy immediately after receipt of a periodic statement containing such information, you will be precluded from asserting the discrepancy against us.

8. RECORDING OF COMMUNICATIONS

You agree that all telephone conversations or data transmissions between you and us or our respective agents may be electronically recorded and retained by either party by use of any reasonable means.

9. YOUR REPRESENTATIONS AND WARRANTIES; INDEMNITY

9.1 Representations and Warranties: With respect to each and every Entry you initiate, you represent and warrant to us that: (i) each person shown as the Receiver on an Entry has authorized the initiation of the Entry and the crediting or debiting, as applicable, of the Receiver's account in the amount and on the Effective Entry Date shown on such Entry; (ii) such authorization is operative at the time of our transmission or crediting of the Entry as provided herein; (iii) you have transmitted the Entry to us in accordance with the ACH Requirements; (iv) you will perform your obligations in accordance with all applicable federal and state laws and regulations applicable to the providers of ACH payment services, and all laws, regulations and orders administered by the Office of Foreign Assets Control ("OFAC") and the Financial Crimes Enforcement Network ("FinCEN") and shall not initiate any Entry in violation of sanctions enforced by OFAC, and shall not act on behalf of, or transmit funds to or from, any party subject to OFAC sanctions; and (v) you will be bound by and comply with the ACH Rules and the ACH Requirements in effect from time to time.

9.2 Provisional Payment: You agree to be bound by and comply with the provision of the ACH Rules that payment of a Credit Entry by a Receiving Depository Financial Institution ("RDFI") to the Receiver is provisional until receipt by the RDFI of final settlement for the Entry. You specifically acknowledge that you have hereby received notice of the foregoing rule regarding provisional payment and of the fact that if settlement for the Credit Entry is not received by the RDFI, the RDFI shall be entitled to a refund from the Receiver of the amount credited and you shall not be deemed to have paid the Receiver the amount of the Entry.

9.3 Indemnity: You agree to and hereby indemnify us against any loss, liability or expense (including reasonable attorney's fees and expenses) resulting from or arising out of: (i) any breach of any of the foregoing representations or agreements or any other provision of this Service Schedule, the ACH Rules or the ACH Requirements; and (ii) any claim of any person that we are responsible for any act or omission by you or any person, including, without limitation, any Federal Reserve Bank, Automated Clearing House or transmission or communications facility, any Receiver or RDFI (including without limitation the return of an Entry by such Receiver or RDFI), and no such person shall be deemed our agent.

10. RELIANCE; LIMITATIONS

10.1 Reliance: In the performance of the Service, we are entitled to rely solely on the information provided by you and your agents for Entries, and we will not be responsible for the accuracy or completeness of the information. We will not be responsible for acts or omissions with respect to Entries, including, without limitation, the amount, accuracy, timeliness of transmittal or authorization of Entries, that we receive from you or any other person, including, without limitation, a Federal Reserve Bank, automated clearing house or transmission or communications facility, Receiver or RDFI, and no such person shall be deemed our agent.

10.2 Limitations: In addition to the limitations on our liability for performance of the Service stated in the General Terms, we will be excused from failing to transmit or from a delay in transmitting an Entry if the transmittal would result in our having exceeded any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in our reasonable judgment otherwise violates any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other United States governmental regulatory authority.

11. DATA RETENTION

You agree that you will retain on file sufficient data to permit remaking of Entries for at least one (1) Business Day after the Settlement Date, and you will provide such data to us at our request. Without limiting the generality of the foregoing provision, you specifically agree to be bound by and comply with all applicable provisions of the ACH Rules regarding the retention of documents or any record, including, without limitation, your responsibilities to retain all items, source documents and records of authorization in accordance with the ACH Rules.

12. RECORDS

All Entries, Security Procedures and related records, data and information ("Records") used by us in connection with the Service are and will remain our property. We may, in our sole discretion, make available to you such Records upon your request. You agree to reimburse us for any expenses we incur in making such Records available to you. Nothing in this Schedule obligates us to retain Records beyond any retention period we establish in our discretion.

13. EVIDENCE OF AUTHORIZATION

You agree to obtain all consents and authorizations required under the ACH Rules and to retain such consents and authorizations for two (2) years after they expire. If an Entry you originate is disputed, and the applicable RDFI demands proof that such Entry was authorized by the Receiver, you shall provide to us an original or a copy of the authorization or consent authorizing the Entry.

14. SPECIAL SECTION FOR THIRD PARTY SERVICE PROVIDER CUSTOMERS, INCLUDING THIRD PARTY SENDERS

14.1 Audit Requirements: If your business is a Third Party Sender or other type of Third Party Service Provider under ACH Rules, and you perform a function of ACH processing on behalf of an ODFI or RDFI, you must comply with NACHA's Third Party Service Provider audit requirements, which are set forth in Appendix Eight of the NACHA Operating Rules. Specifically, you must conduct an annual audit of your compliance with the ACH Rules by December 31 of each year, and retain proof of your completed audit as well as supporting documentation for six (6) years from the date of each audit, and such proof must be available for provision to NACHA upon request. Failure to comply with this requirement could result in NACHA-imposed fines and penalties against you and will result in termination of the Service.

14.2 Third Party Sender Obligations with Respect to Transmitting ACH Entries: If you are a TPS and act as an intermediary between an Originator and us for the origination of ACH transactions, you must provide to us, within two Business Days of our request, any information or documentation we consider reasonably necessary to identify each Originator for which you transmit Entries.

14.3 Third Party Sender Warranties and Indemnifications: When you transmit Entries to a Receiver's account on behalf of an Originator, you warrant to us that the Originator has agreed to assume the responsibilities of an Originator as required under the ACH Rules. In any case where an Originator fails to perform its obligations as an Originator under the ACH Rules, you agree to indemnify us against any resulting loss.

14.4 Retention of Records: When acting as a Third Party Sender, you and the Originators on whose behalf you act are responsible for the retention and delivery of any records, documentation, copies of source documents and records of authorization.

15. CUSTOMER SERVICE

For questions about the Service, or assistance with use of the Service, please call Business Support at 866-FCB-4BIZ (866-322-4249) Monday through Friday between the hours of 8 am and 9 pm ET.

GENERAL TERMS

1. ENROLLMENT; AUTHORIZATION; USE

1.1 You have requested that we provide you with Automated Clearing House ("ACH") services ("Service"). We agree to provide the Service subject to these General Terms ("General Terms" or TMS Agreement") and the conditions of this TMS Agreement. Your use of the Service and your obligations under the Online ACH Agreement begin on the date we activate the Service for you on our systems.

1.2 Your use of the Service is subject to: (i) our approval, (ii) your fulfillment of our enrollment requirements, (iii) our receipt of all required and properly executed forms, authorizations and such other information as we reasonably may request from time to time in connection with the Service, including, without limitation, such information about your financial condition, including your credit standing, as we reasonably deem necessary to evaluate and mitigate our risks with respect to your use of the Service, and (iv) your compliance with this Online ACH Agreement, all of our Service-related requirements and all laws, regulations and rules applicable to the Service and your use of the Service. In connection with our right set forth in subsection (iii) above to obtain information about your credit standing, you agree that we may, from time to time, investigate your credit and the credit of your principals with any credit bureaus, including consumer reporting agencies.

1.3 You represent and warrant that all information you provide us in connection with your enrollment and use of the Service is accurate and complete as of the time it is provided. You will promptly notify us of any material changes to information you have provided.

1.4 You will access and use the Service only as permitted by this TMS Agreement and for the intended purpose of the Service, and only for the legitimate business purposes of your business. You will not use the Service in any manner or for any purpose that violates applicable law, including, without limitation, any federal, state or local laws or regulations or the rules or regulations of any clearing house or third party system or network.

Without limiting the generality of the foregoing: (i) you agree to comply with and be bound by the rules of the National Automated Clearing House Association ("NACHA") in effect from time to time with respect to all ACH transactions conducted in conjunction with the Service ("ACH Rules"); (ii) you will not initiate any transactions through the Service in violation of the requirements or sanctions of the federal Office of Foreign Assets Control ("OFAC") or act on behalf of, or transmit funds to or from, any party subject to OFAC sanctions; and (iii) unless you have disclosed to us that your business is engaged or involved in Internet gambling and provided us with all required documentation in that regard, you will not use the Service in connection with an Internet gambling business or to process restricted transactions under the federal Unlawful Internet Gambling Act and/or its implementing regulations. You agree to indemnify, defend and hold us harmless for all fines, penalties, sanctions or other liability imposed on us as a result of your violation of any federal, state or local laws or regulations or the rules or regulations of any clearing house or third party system or network. We reserve the right to review and monitor your use of the Service for security, legal, compliance, fraud and any other legitimate purpose as permitted by law.

1.5 Your enrollment in and/or use of a Service constitutes your authorization of us and our agents and Third Party Service Providers to provide the Service in accordance with this TMS Agreement, perform all necessary functions related thereto and act as your agent and on your behalf in our performance of the Service.

2. THIS ONLINE ACH AGREEMENT

2.1 This Online ACH Agreement consists of the ACH Service Schedule, these General Terms and other instructions, requirements, forms, documents or materials we may make available to you from time to time (whether in paper or electronic form) in connection with your use of the Service (collectively, "User Guides"). These documents contain important information concerning the Service and your use of the Service. Your acceptance of this Agreement by clicking "I Accept" and your enrollment in and/or use of the Service constitute your agreement to comply with and be legally bound by this Agreement and each of the Agreement documents, as they may be amended from time to time. Please retain the Agreement documents with your records for future reference.

2.2 In the event of a conflict between these General Terms and the Service Schedule, the Service Schedule will control but only as to the extent of the conflict. In the event of a conflict between a User Guide and these General Terms or the Service Schedule, the User Guide will control but only as to the extent of the conflict.

2.2 In the event of a conflict between these General Terms and the Service Schedule, the Service Schedule will control but only as to the extent of the conflict. In the event of a conflict between a User Guide and these General Terms or the Service Schedule, the User Guide will control but only as to the extent of the conflict.

2.3 This ACH Agreement automatically replaces and supersedes all prior agreements between you and us for ACH services, notwithstanding any provisions to the contrary in such agreements including, without limitation, provisions regarding amendments, notices, termination or signatures.

2.4 We reserve the right to change or terminate the Service at any time. Our termination of the Service is subject to the Termination section below. We will notify you in advance of changes to the Service or our Service requirements that will materially affect your use of the Service. You will comply with such changes promptly and in accordance with any specific time periods we may reasonably require subject to your right to terminate the Service as provided in the Termination section below. You are solely responsible for all costs you may incur in connection with changes to the Service.

2.5 As used in this Agreement, the term "Business Day" means a week day (Monday through Friday) when we are open for regular business activity, excluding the following federal holidays: New Year's Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, and Christmas Day. For federal holidays falling on a Saturday, we will be open for business on the preceding Friday. For federal holidays falling on a Sunday, we will be closed the following Monday.

3. SERVICE ACCOUNTS

3.1 We provide the Service in connection with certain deposit accounts you maintain with us ("Service Account(s)" or "Account(s)"). Service Accounts are subject to our approval. We will advise you of any restrictions or limitations that apply to Service Accounts. You will comply with such restrictions or limitations and will not use or attempt to use any account with the Service that we have not expressly approved as a Service Account for the Service.

3.2 Your acceptance of this Online ACH Agreement by clicking "I Accept" and your enrollment in and/or use of the Service constitutes your authorization of us and our agents to take any and all actions with respect to your Service Accounts as reasonably necessary for our performance of the Service, including, without limitation, the authority to credit, debit and transfer funds in your Service Accounts, and to process and generally act on your behalf in performing Service-related transactions involving your Service Accounts.

3.3 Your Service Accounts, including Service-related transactions in your Accounts, are governed by and subject to the First Citizens Bank Deposit Account Agreement, as amended from time to time ("Deposit Account Agreement"). The Deposit Account Agreement is incorporated herein by reference. In the event of a conflict between this Agreement and the Deposit Account Agreement, this Agreement will control but only as to the particular Service, Service Account or Service feature involved and only to the extent of the conflict, provided, however, that nothing contained in this Agreement shall be interpreted to limit our rights and remedies under the Deposit Account Agreement with respect to your Service Accounts. You remain obligated to pay all fees and charges required under the Deposit Account Agreement with respect to your Service Accounts, including fees and charges arising from Service-related transactions in your Accounts.

3.4 We will process and post Service transactions in your Service Accounts as described in the applicable Service Terms or User Guides. In the absence of specific provisions in the Service Schedule or User Guides, we will process and post Service transactions in your Service Account in accordance with our normal deposit account processing and posting procedures and times. Funds credited to your Service Account as a result of Service transactions will be available for your use in accordance with our Funds Availability Policy as set forth in the Deposit Account Agreement, as amended from time to time. Debits, credits and other activity in your Service Account will be reflected in the regular deposit account statement you receive for the Service Account, and are also available to you online using Commercial Advantage.

3.5 You will maintain sufficient available funds in your Service Account to cover debits, withdrawals or transfers of funds from the Account at the time such debits, withdrawals or transfers are reasonably anticipated to occur under the Service. We may at any time and without prior notice to you refuse, delay or suspend performance of all or a portion of the Service if the Service Account does not contain sufficient funds.

3.6 You may request that we include deposit accounts titled in the name of your affiliated entities ("Affiliate") as Service Accounts. We may agree to do so or not within our sole discretion and subject to our conditions. At our request, you must provide us with (i) written authorization from an Affiliate that to our satisfaction authorizes us to include the Affiliate's accounts as Service Accounts and to act solely on your instructions with respect to such accounts, and (ii) such other Affiliate information or authorizations as we may reasonably request. You represent and warrant to us that all Affiliate information you provide is current and accurate and that all Affiliate authorizations are genuine and are the official and legally binding acts of the Affiliate. You will notify us immediately of any changes to Affiliate information or authorizations you have provided us. You and your Affiliates shall be bound by the terms of this Agreement, and you agree to defend, indemnify and hold us harmless from any claim of any nature whatsoever by an Affiliate or any other third party arising out of your instructions and/or our performance of the Service in connection with the Affiliate's accounts.

4. SERVICE FEES

You agree to pay us our fees and charges for the Service, as amended from time to time ("Service Fees"). We may increase the Service Fees or add new Service Fees from time to time and will provide you prior notice of such changes. We may require that the Service Fees be paid (i) by debit from a deposit account that you have with us and that we agree will be designated for that purpose, (ii) through account analysis billing as applied to your designated account or (iii) by such other method as we may agree. You authorize us to collect the Service Fees from your designated account in the method agreed upon without prior notice to you. You will maintain at all times sufficient available funds in your designated account to cover all Service Fees due and owing. You must notify us prior to closing a designated account for Service Fees. Failure to pay Service Fees when due, may result in immediate suspension or termination of one or more services without prior notice. You authorize us to deduct unpaid and owing Service Fees that we are unable to collect from the designated account from any other accounts you have us without prior notice as permitted by law and the Deposit Account Agreement. If we take legal action to collect owed and unpaid Service Fees, you agree to pay our legal expenses and costs, including, without limitation, our attorneys' fees. You are responsible for any non-Bank charges you incur in connection with the Service, including, without limitation, telephone charges, equipment costs, Internet fees, taxes and any other charges that are assessed and billed to you separately.

5. AUTHORIZED REPRESENTATIVES AND AGENTS

5.1 You agree that each person identified in our records as your authorized representative with respect to the Service, or who we otherwise reasonably and in good faith believe has legal authority to act for you with respect to the Service (collectively, "Customer Representative") is your duly authorized representative and agent and has full legal authority to act on your behalf with respect to all aspects of the Service, including, without limitation, the authority to (i) accept this Online ACH Agreement, enroll in and terminate the Service, (ii) execute set-up forms and other documents that we may require from time to time for the Service, (iii) initiate, amend, cancel, confirm or verify instructions to us regarding the Service, (iv) conduct all transactions permitted by the Service, including, without limitation, withdrawals from, deposits to and transfers to and from your Service Accounts, (v) authorize payment for the Service, and (vi) provide us with such financial, operational or other information about you and your business as we may reasonably request from time to time in connection with the Service. We may rely on the Customer Representative(s) information reflected in our records until we receive written notice from you of changes and have had a reasonable time to act upon such changes, but in no event less than two (2) Business Days. Your Customer Representatives are subject to all requirements and obligations applicable to you under this Agreement regarding use of the Service.

5.2 We may rely on and act in accordance with your Customer Representative's written or verbal instructions, authorizations, consents, acts or failures to act with regard to all aspects of the Service and all Service-related activity in your Service Accounts, and all information and data provided to us by a Customer Representative relating to you, your Service Accounts and your access to and use of the Service. If more than one Customer Representative is designated, we may rely on the instructions of, and information from, any one of them without consultation with or notice to you or the other Customer Representative(s). Your Customer Representatives are deemed to be your agents and acting on your behalf and with your authority even if they initiate transactions you do not want or act outside of their authority. We have no obligation or duty to you to monitor, detect or report any errors, omissions or unlawful actions by your Customer Representatives. You assume sole responsibility for any actions or failures to act by your Customer Representatives and agree to defend, indemnify and hold us harmless, and our agents and Third Party Service Vendors, for the acts or failures to act of your Customer Representatives.

6. CUSTOMER SYSTEM

6.1 To access the Service, we may require that you have certain systems, equipment, computers, hardware, software, telecommunications equipment and services, Internet access and services, and/or Service Equipment and Service Software (as defined below) (collectively, "Customer System"). We may require that you purchase one or more components of the Customer System from us or our Third Party Service Vendor as specified in the User Guides.

6.2 You are responsible at your sole expense for: (i) obtaining the Customer System, (ii) maintaining the Customer System in good working order and ensuring that the Customer System continuously meets all of our applicable requirements as stated in these General Terms and the User Guides or as otherwise provided to you ("Customer System Requirements"), (iii) the performance, functionality, input, output and connectivity of the Customer System, (iv) any damage to the Customer System, whether in connection with use of the Service or otherwise, and all necessary repairs and/or replacements, and (v) implementing reasonable measures to protect the security of the Customer System against unauthorized access to and/or use of the Service or Service data and information entered or delivered through the Customer System. At our request, you will allow us or our designated representative to inspect or review the Customer System to ensure compliance with the Customer System Requirements. Such inspections or reviews will be conducted during normal business hours and in a reasonable manner so as not to disrupt your normal business operations.

6.3 We may make changes to the Customer System Requirements from time to time as we deem reasonably necessary to facilitate our performance and/or your use of the Service or as required by law. We will give you reasonable prior notice of such changes and such time to make the changes as we may reasonably determine in our sole discretion. You are responsible at your sole expense for making changes to the Customer System as required by changes in the Customer System Requirements.

6.4 We may at any time, and without liability to you or any third party, suspend, delay, limit or terminate the Service if we know or have reason to believe that (i) the Customer System fails to comply in any or all respects with the Customer System Requirements, as amended from time to time, or (ii) you have failed to adequately maintain and ensure the security of the Customer System. Neither we nor any of our agents or Third Party Service Vendors has any responsibility or liability under any circumstances for any claims or losses to you or any third party resulting from or related to the Customer System and/or your failure to comply with the Customer System Requirements.

7. SERVICE EQUIPMENT, SOFTWARE, WEB SITES

7.1 We will notify you if the Service requires that you purchase Service-related hardware or equipment and/or license Service-related Software provided by us or our Third Party Service Vendor ("Service Equipment and Software"). If required, you agree to purchase or license, as applicable, the Service Equipment and Software at the then current applicable fees and charges. You are responsible for all fees, charges and taxes in connection with the purchase, license, delivery, installation, repair or replacement of the Service Equipment and Software and for all risk of loss of or damage to the Service Equipment and Software from time of shipment to delivery to you. You are responsible for the installation of the Service Equipment and Software in accordance with the instructions made available to you. You will use the Service Equipment and Software solely for the purposes intended in connection with the Service and in accordance with applicable requirements. We have the right, in our discretion, to make future changes to the Service that may result in the incompatibility or unsuitability of the Service Equipment or Service Software for the Service and in that event we will have no duty to update or replace the Service Equipment or Service Software. You will comply with any restrictions or limitations as we may require for the location or use of the Service Equipment and Service Software.

7.2 With respect to Service Software, you agree that: (i) your use of Service Software constitutes your acceptance of and agreement to be legally bound by the terms of the Service Software end-user license agreement made available to you and all subsequent amendments thereto; (ii) you will not decompile, disassemble, reverse engineer, copy, rip or duplicate the Service Software or any part thereof; (iii) your license to use the Service Software will terminate at the earlier of termination of the Service, or termination of the Service Software end-user license agreement; and (iv) you have no rights in the Service Software other than those specifically granted by us and the Service Software end-user license agreement. From time to time, we may, but are not obligated to, provide Service Software updates and upgrades, whether in the same or a different format as the original Service Software. If required, you will purchase and install such updates and upgrades at your expense. We may configure the Service Software or the Service to automatically update or upgrade the Service Software on your systems upon connection to our network or systems. You will promptly install all required updates and upgrades. We will only provide support for the Service Software as we agree and are not obligated to provide any support if you have not timely installed all updates and upgrades we provide you.

7.3 We may provide you access to the Service via a web site hosted by us or our Third Party Service Vendor ("Service Web Site"). If so, you will access and use the Service Web Site only for use of the Service and will comply with all requirements made available to you regarding such access and use, including, without limitation, all security and access code requirements. You are solely responsible for all costs you incur related to or arising from your access to a Service Web Site. You agree to implement and maintain commercially reasonable security precautions to protect your computer(s) used to access the Service Web Site and/or other Service systems, as applicable. We are under no obligation to determine if any computer by which you access the Service Web Site or other Service system is secure or if it is or may be compromised or insecure. You will conduct routine scanning of hardware and software using reliable and current virus, firewall and spy-ware protection products of your choice to protect from, detect and remove any viruses and spy-ware found. The content and information on Service Web Sites are owned by us or by our Third Party Service Vendors and are subject to all federal and state copyright protection laws and regulations. The unauthorized reproduction, use or distribution of any portion of such content or information is prohibited.

7.4 You will not disable, circumvent, impair, or interfere with any security devices in Service Equipment, Service Software or Service Web Sites and will follow all applicable security-related instructions. In no event will we be liable to you or any third party for any claim or damages of any nature, including, without limitation, lost profits, lost savings or other direct, indirect, incidental, special or consequential damages, arising out of the installation, use, or inability to use the Service Equipment, Service Software or Service Web Site. THE SERVICE EQUIPMENT, SERVICE SOFTWARE AND SERVICE WEB SITE ARE PROVIDED "AS IS," AND WE MAKE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, ON OR REGARDING THE SERVICE EQUIPMENT OR SERVICE SOFTWARE. Neither we nor our Third Party Service Vendors will be responsible or liable to you or any third party for: (i) any errors or failures relating to any malfunction of the Service Equipment, Service Software or Service Web Site, (ii) any computer virus or related problems that may be associated with the use of the Service Equipment, Service Software or Service Web Site, (iii) the servicing, repair or replacement of the Service Equipment or Service Software, or (iv) any damages to the Customer System or any third party's equipment, software, systems or other property relating in any way to the Service Equipment, Service Software or Service Web Site.

8. SECURITY PROCEDURES; ACCESS CODES; PROTECTION OF YOUR COMPUTER

8.1 You will comply with all security measures and procedures for access to and use of the Service as specified in these General Terms, the Service Schedule, the User Guides or as we may otherwise require ("Security Procedures"), including, without limitation, the use of user names, passwords, tokens and other access devices (collectively, "Access Codes"). Your use of the Service constitutes your agreement that the Security Procedures for the Service are commercially reasonable with respect to the Service, all Service-related data and the size, type and frequency of Service transactions. We may replace and/or change the Security Procedures at any time. We will notify you in advance of such changes, and you will promptly implement the changes upon receipt of our notice. We may suspend your use of the Service until you have implemented the changes. Your use of the Service after we provide notice of changes will constitute your acceptance of the new Security Procedures.

8.2 You are solely responsible for: (i) ensuring that Access Codes are only assigned and accessible to persons who are authorized on behalf of your business to access the Service and your Service Accounts or information about your Service Accounts; (ii) training authorized persons in the proper use of the Security Procedures and access to the Service; (iii) the ongoing and regular oversight and monitoring of the use of your Access Codes and other Security Procedures; and (iii) ensuring proper and authorized use of Access Codes and other Security Procedures and access to and use of the Service. You acknowledge that the Security Procedures are confidential to you and us and are for your protection as well as ours; however, they are not designed to detect errors, inaccuracies, inconsistencies or irregularities in your use of the Service. You will establish and maintain your own internal security procedures and controls to ensure the protection and confidentiality of the Security Procedures and access to and use of the Service only by authorized persons for authorized purposes. You will be solely responsible for any loss or damage suffered by you or a third party resulting directly or indirectly from your failure to comply with all applicable Security Procedures, as amended from time to time.

8.3 All use of the Service in accordance with the Security Procedures and/or by use of your Access Codes is deemed authorized by you and legally binding on you, including, without limitation, all instructions we receive relating to the Service and Service transactions and all debits and credits to your Service Accounts in accordance with those instructions, even if such access and use is not authorized, exceeds the authority you have given or results in losses to you from your Service Accounts or otherwise. We may honor all instructions, Service transactions and access to and use of the Service that are initiated and/or conducted through the use of the Security Procedures without further investigation, inquiry or verification and without liability to you or a third party for doing so. Notwithstanding the foregoing, we reserve the right to require separate verification for any reason.

8.4 At your request, we may, under circumstances we deem appropriate in our sole discretion, waive a Security Procedure from time to time; however, such waiver must be in writing to be effective, shall be limited in time and scope as set forth in the writing, and shall not (i) be deemed a continuing waiver on our part, (ii) otherwise affect our rights or your obligations with respect to the Service or Service Transaction, or (iii) modify the terms of this Agreement.

9. CUSTOMER DATA REQUIREMENTS

9.1 Your use and our performance of the Service may require that you provide us with certain data, images, authorizations, instructions and information as specified in the Service Schedule and User Guides (collectively, "Customer Data"). You will provide Customer Data to us in compliance with our requirements for content, formatting and delivery (whether by electronic transmission or otherwise) of the Customer Data as set forth in these General Terms and the Service Schedules and User Guides, and any other requirements we may reasonably impose for our performance of the Service ("Customer Data Requirements").

9.2 We may limit or restrict the number, type and dollar amount of Service transactions (either per Service Transaction or in the aggregate) as we in our sole discretion may determine from time to time or as required by applicable law. We will advise you of such limits or restrictions in the Service Schedule, the User Guides or otherwise. You will comply with such limits or restrictions when providing us Customer Data for Service transactions.

9.3 The Service Schedule or User Guides will specify particular times on a Business Day by which we must receive Customer Data in order to process the data and perform the Service in a timely manner ("Cut-Off Times"). If we have not received the applicable Customer Data from you on a Business Day by the applicable Cut-Off Time, we will consider the Customer Data as having been received by us on the next Business Day and will perform the Service and Service transactions on that next Business Day or as otherwise specified in the Service Schedule.

9.4 All obligations applicable to you regarding Customer Data under these General Terms, the Service Schedule and the User Guides apply to third parties providing Customer Data to us on your behalf. You are solely responsible for ensuring that Customer Data is provided to us in compliance with our Customer Data Requirements.

10. TRANSMISSIONS

10.1 You will transmit or deliver Customer Data to us in accordance with the Customer Data Requirements. You acknowledge that transmission via third party telecommunications or data lines, including via the Internet, may not be secure, and you accept all risk of interception or loss of Customer Data while in transmission. We will use commercially reasonable efforts to cause our systems to accept proper transmissions during a Business Day; however, we are not responsible for any failures or faults in transmission for reasons outside our control, whether caused by equipment, software, interruption of Internet services, third party conditions, or otherwise. We may not accept Customer Data transmissions when we are maintaining our systems, due to unexpected outages or issues, or for reasons beyond our control.

10.2 We generally will accept transmissions of Customer Data from you that comply with the Customer Data Requirements as to content, formatting and transmission methods; however, if the Customer Data you submit is incomplete, not in our required format, contains one or more errors, violates this Agreement or is otherwise unacceptable to us, we may reject the Customer Data and/or delay or suspend performance of the applicable Service until you correct, complete or resubmit the Customer Data. We will endeavor to use commercially reasonable efforts to notify you if we reject a transmission of Customer Data or otherwise are unable to process the Customer Data, complete the Service transactions or otherwise perform the Service; however, we are not obligated to do so unless expressly stated otherwise in the Service Schedule. A delay or suspension may be for such time as is reasonable under the circumstances and does not excuse your payment obligations for Service Fees.

10.3 You are responsible for verifying our receipt and acceptance of Customer Data transmissions. Neither your input of Customer Data on your Customer System nor your transmission of Customer Data to us constitutes receipt by us. Our records regarding time of receipt and contents of a transmission will be conclusive, even if they differ from your records. We will not be liable for any Customer Data, Files or transmissions not received by us. We will acknowledge receipt of Customer Data only if and to the extent provided in the Service Schedule or User Guides or if otherwise done in the normal course of our performance of the Service. Our acknowledgment of receipt of Customer Data does not constitute an acknowledgment by us that the Customer Data is acceptable to us or error-free.

10.4 You are solely responsible for the content, accuracy, completeness, authenticity and readability of Customer Data. We will process the Customer Data and perform the Service on the basis of the Customer Data furnished by you. We may rely and act upon Customer Data as provided by you and have no obligation or responsibility to, and will not, audit, check or otherwise verify Customer Data. You authorize us to perform the Service and process transactions under the Service in accordance with the Customer Data as received from you. After we have completed processing Service transactions, you will not re-transmit the same Customer Data to us or otherwise attempt to duplicate the Service transactions except as necessary to correct errors subject to the requirements herein.

10.5 If you discover an error in, or wish to amend or cancel, the Customer Data after transmitting it to us, you will notify us promptly. We will endeavor to use commercially reasonable efforts to suspend or reprocess transactions as appropriate based on your notification; however, we are not obligated to do so and will not be liable to you or any third party if we refuse to suspend or reprocess transactions or are unsuccessful in doing so.

10.6 You will retain all Customer Data and other information as may reasonably be required to reconstruct your Customer Data submissions or any services or transactions based on your submissions (regardless of the form in which the Customer Data was submitted) for no less than ten (10) Business Days following completion of the related Service or transactions or for such longer retention period as required in the Service Schedule or by applicable law. You will provide us such information as we may reasonably request for reconstruction purposes. In the event of a conflict between our records and your records, our records will be presumed to accurately reflect the content, form, formatting and time of our receipt of Customer Data received by us and will be deemed binding and conclusive in the absence of obvious error.

10.7 You will implement commercially reasonable measures to protect the confidentiality and security of (i) Customer Data in your possession and will comply with any specific requirements in that regard set forth in the Service Schedule, and (ii) the Customer Data we return to you and other confidential data and information we provide you in connection with the Service. You will destroy or dispose of Customer Data after expiration of applicable retention periods in a reasonably secure manner and in accordance with any specific requirements in the Service Schedule. You assume full and sole responsibility for any unauthorized use of or access to, or misuse of, Customer Data and/or Service data and information in your possession and control.

11. SERVICE ERRORS

11.1 You agree to regularly and promptly review all records, controls, notices, reports, statements, communications and other information available to you with respect to Service transactions to confirm and verify the completion and accuracy of the transactions and any related debits, credits or transfers involving your Service Accounts. You will notify us immediately of any actual or suspected error, discrepancy or unauthorized transaction (collectively, "Service Error") within the notification period stated in the applicable Service Schedule, or, if no notification period is stated in the applicable Service Schedule, no more than five (5) Business Days from the date you knew or reasonably should have known of the Service Error.

WITHOUT REGARD TO CARE OR LACK OF CARE ON OUR PART, YOUR FAILURE TO DISCOVER AND REPORT TO US ANY SERVICE ERROR AS SOON AS REASONABLY POSSIBLE AND WITHIN THE APPLICABLE NOTIFICATION PERIOD AS REQUIRED HEREIN WILL BAR ANY CLAIM BY YOU AGAINST US OR OUR THIRD PARTY SERVICE VENDORS WITH RESPECT TO SUCH SERVICE ERROR.

The notification periods stated in this section apply to all Service Errors affecting your Service Accounts and supersede any longer notification periods that may be stated in the Deposit Account Agreement with respect to deposit accounts in general; provided, however, that if a longer notification period is required by applicable law, such longer notification period will apply.

11.2 If you notify us of Service Errors in accordance with the requirements stated in these General Terms or the Service Schedule, our only obligation and responsibility to you is to make commercially reasonable efforts to correct the errors and reprocess the erroneous data. You will pay the applicable Service Fees for such reprocessing unless the error resulted directly and solely from our gross negligence or willful misconduct.

11.3 Immediately upon discovery of a Service Error, you will take all reasonable steps to prevent or mitigate any losses to you, us or a third party as a result of the Service Error. You will fully cooperate with and assist us at your expense with our investigation of, and efforts to resolve, any Service Errors or other problems, including, without limitation, providing us with such information, records and other documentation as we may reasonably request.

12. OWNERSHIP; CONFIDENTIALITY

12.1 You acknowledge and agree that you have no rights in any of the software, systems, forms, instructions, documentation, Service Schedules, User Guides, procedures and similar materials, or any modifications thereto, that we or our Third Party Service Vendors make available to you related to the Service ("Service Materials") except as necessary for your use of the Service. The Service and Service Materials constitute our proprietary and confidential information or that of our Third Party Service Vendors. You do not acquire any rights in the Service by your use of the Service. You will not disclose information about the Service or the Service Materials to any third party except as reasonably necessary for your use of the Service or to comply with applicable law. The content and information on a Service Web Site are copyrighted by us or by our Third Party Service Vendors and the unauthorized reproduction or distribution of any portion thereof is strictly prohibited.

12.2 We will maintain and safeguard the confidentiality of your Customer Data and other confidential information about you that we obtain in the course of performing the Service, and will only use and share such information, in accordance with (i) our privacy policies and procedures respecting confidential customer information and (ii) applicable law. Our privacy policies and procedures are described in our brochure, "Important Information about Privacy," which you may request from us at any time or view on our web site at https://www.firstcitizens.com.

13. OUR RESPONSIBILITIES AND LIABILITY

13.1 We will perform the Service in accordance with our obligations under this Agreement and the Deposit Account Agreement and in a commercially reasonable manner exercising ordinary care. We assume no obligations or responsibilities with respect to our performance of the Service other than those expressly stated in this Agreement.

13.2 In processing and performing Service transactions based on your Customer Data, we are entitled to rely solely on the Customer Data as you provided it and will have no liability to you for our acts or omissions in reliance on the Customer Data you provide to us. If we provide data or information to you, we will use commercially reasonable efforts to provide the data and information in a timely and accurate manner; however, except as required by applicable law, we will not be liable to you or any third party for delays in delivering the data or information or for inaccuracies in the data or information. Our sole liability and your exclusive remedy for errors or delays in the data and information we provide you are limited in all circumstances to our correction of the errors made.

13.3 We will not be liable for any liability, loss or damage sustained by you (collectively, "Loss") except to the extent that such Loss is caused solely and directly by our gross negligence or willful misconduct and only to the extent our liability is not otherwise excused or further limited as provided in these General Terms, the Service Schedule, the Deposit Account Agreement or applicable law. All exclusions of liability hereunder shall apply regardless of the form in which a claim of Loss is asserted, whether in contract, tort (including negligence), warranty, or any other legal or equitable grounds. Our liability for all losses hereunder shall in no event exceed in the aggregate the amount of service fees you paid us for the six (6) months prior to the date the claim accrued for the service giving rise to the claim. Our liability, if any, for a Loss in connection with the payment or transfer of funds will be limited to the amount of the error and interest that would have accrued on such amount if the error had not occurred, such interest to be based on the then current interest rates we pay on our interest-bearing checking accounts.

IN NO EVENT AND UNDER NO CIRCUMSTANCES WHATSOEVER SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND YOU HEREBY WAIVE ALL SUCH DAMAGES.

13.4 We may delay, suspend or fail to perform the Service or our responsibilities under this Agreement, and will not be responsible for any Loss resulting therefrom, if such delay, suspension or failure to perform is not caused solely and directly by our gross negligence or willful misconduct, or results directly or indirectly in whole or in part from: (i) the occurrence of events beyond our reasonable control, including, without limitation, wars, riots, actual or threatened terrorist acts, civil insurrection, strikes, natural disasters, pandemics, power outages or communications, equipment, software/hardware, networks or systems failures, malfunctions or interruptions, or any other event beyond our reasonable control; (ii) use of the Internet or any virus, spy-ware, or similar device that affects your computers; (iii) your violation of any of this Agreement or the Deposit Account Agreement, (iv) your negligence or intentional misconduct, (v) your violation of any applicable laws, regulations, clearing house rules or other requirements applicable to your use of the Service, (vi) our reasonable concerns about your financial condition as it relates to your ability to meet your obligations under this Agreement, (vii) questions or disputes regarding the ownership of funds in your Service Accounts or authorization to access or use the Service; (viii) an actual or suspected breach of Security Procedures; (ix) use or suspected use of the Service or your Service Accounts for illegal or fraudulent purposes; or (v) our reasonable belief that a use of the Service is prohibited by applicable law. Our sole obligation to you arising out of the non-availability of the Service or an interruption or delay in the Service shall be to use commercially reasonable efforts to resume the Service.

13.5 In providing the Service, we may use the services, software, hardware, systems, networks and web sites of our affiliated entities, agents or other third parties (collectively, "Third Party Services"). The term "Third Party Service Vendors" as used herein refers to the providers of Third Party Services. Your obligations hereunder with respect to your access to and use of the Service apply to Third Party Services and Third Party Service Vendors, as applicable. Third Party Service Vendors will not be liable to you hereunder in connection with the Service provided to you, including Third Party Services, except as expressly agreed by the Third Party Service Vendor in its agreement with us.

13.6 Nothing in this Agreement shall be construed to limit any rights or defenses available to us, or any warranty, indemnity or liability obligations imposed on you, under Applicable Law or any other agreements applicable to services, accounts or other products you obtain from us.

14. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, WE MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE AND/OR ANY EQUIPMENT, HARDWARE, SOFTWARE, INTERNET SERVICES OR OTHER SERVICES PROVIDED BY US OR A THIRD PARTY SERVICE VENDOR, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE AND/OR ANY EQUIPMENT, HARDWARE, SOFTWARE, INTERNET SERVICES OR OTHER SERVICES PROVIDED BY US OR A THIRD PARTY SERVICE VENDOR WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, AND WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS, AND YOU HEREBY ASSUME ALL SUCH RISKS. IF ANY OF THESE DISCLAIMERS ARE LIMITED OR PROHIBITED BY APPLICABLE LAW, WE MAKE ONLY THE WARRANTIES SPECIFICALLY PERMITTED BY APPLICABLE LAW. ANY DISCLAIMERS OF WARRANTIES STATED IN THE SERVICE SCHEDULE SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, THE DISCLAIMERS STATED HEREIN.

15. INDEMNIFICATION

In addition to any other specific indemnity obligations under these General Terms and the Service Schedule, you agree to defend, indemnify and hold harmless us, our affiliates, subsidiaries, employees, officers, directors, agents, representatives and Third Party Service Vendors from any claim, loss, damage, liability, deficiency, penalty, cost and expense (collectively, "Loss") we or our Third Party Service Vendor may incur, including, without limitation, reasonable attorneys' fees, arising out of or in connection with (i) your breach or default of any of your obligations under or the requirements of this Agreement, (ii) the negligence, willful misconduct, fraud or criminal activity of you or any of your employees, agents or representatives, (iii) incorrect, incomplete, or inaccurate Customer Data furnished by you, (iii) any action taken by us at the direction of you, your Customer Representatives or agents, (iv) any direction authenticated in accordance with the Security Procedures or otherwise acted upon us in good faith (unless we have direct knowledge that such direction is unauthorized prior to our acting on the direction).

16. TERMINATION

16.1 You may terminate the Service by calling us at the number provided below under Customer Service and Support, contacting your Treasury Management Services representative, or notifying us in writing at the address provided below under Customer Service and Support. We will process your request as soon as practical after our receipt of your notice.

16.2 We may terminate the Service at any time with or without cause. We will use commercially reasonable efforts to provide prior notice as we deem reasonable for the specific Service unless you are in violation of this Agreement or other circumstances exist that reasonably require us to take immediate action, including, without limitation, (i) actual or potential fraudulent, unlawful or disputed acts and/or acts which may subject us or a third party to an actual or potential loss or risk of any kind, (ii) actual or threatened compromise of security, or (ii) if your Service Account is closed or is no longer linked to the Service on our records without our approval of another Service Account for the Service.

16.3 Notwithstanding termination of the Service, this Agreement will remain in full force and effect as to services and Service transactions in process or that occurred prior to the date of termination, including, without limitation, any debits or credits to your Service Account occurring prior to termination that are rejected, returned or reversed for any reason or for which we receive a claim or suffer a loss. You agree to pay all Service Fees for services rendered up to the termination date and thereafter for Services that, by their nature, are required to be performed following termination.

17. COMMUNICATIONS; NOTICES

17.1 We may communicate with you regarding the Service verbally, in writing or electronically. We may deliver written or electronic communications to you by, as applicable: (i) electronic message to your external email address, (ii) messages on or with the regular deposit account statement for your Service Accounts; (iii) personal delivery, regular mail or overnight courier service; or (iv) any of the methods for providing notices and communications to you as provided in the Commercial Advantage Customer Agreement. You consent to receive communications from us by these methods. We will send, post or email notices prior to their effective date when required by applicable law or as provided in these General Terms or the Service Schedule. Notices are effective on the effective date stated in the notice or, if no effective date is stated, on the date sent, posted or emailed. Your use of the Service after the effective date of any notice or communication related to the Service means that you have accepted the notice or communication. A notice that alerts you to the availability of a communication on an Internet web site, in lieu of sending you the entire communication, is deemed sufficient notice.

You will provide us with your current external email and US mail addresses and update us immediately with any changes. You agree that we may send communications to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You also agree that we will not be liable or obligated to you in any way if a communication is intercepted by an unauthorized person after it leaves our exclusive control, whether in transit or at your place of business. We may ask you to designate one person as our main contact for receipt of communications and information relating to your use of the Service.

You agree that your electronic delivery of Customer Data and other information, and your electronic consents, authorizations and instructions are legally binding and enforceable against you and are the legal equivalent of your handwritten signature.

17.2 You must communicate with us regarding the Service in accordance with these General Terms, and instructions or requirements provided in the Service Schedule or User Guides. If there are no such instructions, you may communicate with us electronically regarding the Service using the "messages" link in Commercial Advantage and subject to the provisions of the Commercial Advantage Customer Agreement. You agree not to use electronic messages or external email if you need an immediate response or are requesting that we take immediate action, including, without limitation, to report a material problem with a Service, errors in Customer Data or Service transactions, unauthorized Service transactions or Security Incidents. Notices sent to us are the property of the Bank, and we reserve the right to delete such messages from our records or systems from time to time. For security reasons, we may not act on notices sent from an external email address. Do not use external email to send confidential or sensitive information about you, your use of the Service, Service transactions or your Service Accounts, as the email may not be secure.

Notices you send to us by regular mail, overnight delivery or hand delivery are effective no earlier than the first Business Day after our receipt of the notice, unless otherwise required by law or otherwise specified in this Agreement. You must use the following address when mailing us written notices or such other address as provided in a specific Service Schedule:

First Citizens Bank
Treasury Management Services - CLN45
PO Box 27131
Raleigh, NC 27611-7131

18. ARBITRATION PROVISION

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY: IT PROVIDES THAT CERTAIN DISPUTES MAY BE RESOLVED BY BINDING ARBITRATION AT THE ELECTION OF EITHER PARTY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR RATHER THAN A JUDGE OR JURY. THE RIGHT TO APPEAL THE ARBITRATOR'S DECISION MAY BE LIMITED OR UNAVAILABLE.

Except as provided below in "EXCEPTIONS TO APPLICABILITY OF ARBITRATION," either you or we may require that any "Claim" (as defined below) be resolved exclusively and finally by binding arbitration, even if suit already has been filed in court. "Claim" means any claim, controversy or dispute (whether pre-existing, present, or future) based on any theory of law or remedy, made by you or anyone connected with you or claiming through or for you (including a co-owner, representative, or trustee in bankruptcy) that arises from or relates to: (i) the TMS Agreement, any prior agreements relating to the Services, or the relationships that result from the TMS Agreement; (ii) the Services provided to you under the TMS Agreement and transactions conducted in connection with the Service; (iii) this Arbitration Provision; (iv) any products, services or benefit programs related to or offered in connection with the Service whether or not we offered, introduced, sold or provided them; and (v) any disclosures of information about you or your use of the Service.

This Arbitration Provision does not limit your or our right to seek temporary injunctive relief from a court pending any arbitration proceeding. We also retain the right and option to exercise our right of set off under applicable law or contract and to exercise judicial remedies to enforce any monetary obligations incurred in connection with your use of the Service. No Claim may be arbitrated on a class action basis. Arbitration shall proceed on an individual basis, including Claims made and remedies sought as part of a class action, private attorney general or other representative action. No Claim may be consolidated with the dispute of any other person. With arbitration, you cannot act as a class representative or participate as a member of a class, even if the Claim has been asserted in court.

Any Claim subject to arbitration shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") before a single neutral arbitrator in the state where we maintain your Service Account. Judgment on the arbitrator's award may be entered by any court having jurisdiction. The AAA's applicable rules and any supplementary procedures in effect on the date arbitration is filed, shall govern the arbitration, subject to this Arbitration Provision. The arbitrator may allow discovery of relevant non-privileged documents. The arbitrator does not have authority to award punitive, exemplary, statutory or consequential damages or damages for lost profits. The party initiating arbitration pays the initial filing fee. Expenses and fees of the arbitrator are shared equally by the parties unless the arbitrator specifically assesses all or part of the expenses and fees in the award. Award or denial of a Claim must be made in writing and generally state the reasons for the decision.

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This Arbitration Provision survives (i) termination of or changes to the TMS Agreement, the Service, or your relationship with us concerning the Service, and (ii) bankruptcy of any party to the TMS Agreement.

19. CUSTOMER SERVICE AND SUPPORT

If you are experiencing difficulty with the Service and contact us during business hours, we and/or our Third Party Service Vendor (collectively, "we," for purposes of this paragraph) will use commercially reasonable efforts to assist you with resolving the problem based on the nature of the Service and scope and type of the problem, and provided that resolution of the problem is within our reasonable control and you give us such information and assistance as we may reasonably require to investigate and resolve the problem. Our ability to assist you may require that we remotely connect to your computer for a joint support session with you and that we either have view-only access to your computer or that we temporarily take control of your computer during the joint support session. Prior to beginning such session, we will request that you electronically provide us with the appropriate authorization, which you may revoke at any time during the session. Upon completion of the support session, we will not be able to re-access your computer without again being granted access by you.

For questions about the Service or this Agreement, or for assistance with the Service, please call Business Support at 866-FCB-4BIZ (866-322-4249) between the hours of 8 am and 9 pm ET Monday through Friday.

20. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina and applicable federal law.

21. ASSIGNMENT

You may not assign any or all of your rights or obligations under this Agreement to any person or entity without our prior written consent. We may assign this Agreement without your consent. We may also assign or delegate certain of our rights or responsibilities under this Agreement and/or the Service to our affiliates, agents, independent contractors or other third parties.

22. GENERAL

This Agreement is the complete and exclusive statement of the agreement between you and us with respect to the Service and supersedes any prior agreement(s) between you and us with respect to the Service. Waiver of strict performance of any provision of this Agreement shall not be deemed a continuing waiver or affect your or our rights with respect to any other transaction or modify the terms of this Agreement. Any waiver by us must be in writing in order to be enforceable against us. We will not be deemed to have waived any of our rights or remedies under this Agreement unless we do so in writing or by electronic Notice. No delay or omission on our part in exercising any of our rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies we may have. A waiver on one occasion will not be construed as a bar or waiver of any of our rights or remedies on future occasions. This Agreement shall be binding upon and inure to the benefit of you and us and your and our respective legal representatives, successors and assigns. This Agreement is solely for your and our benefit, and no other person or entity shall have any rights under this Agreement except as expressly stated otherwise in these General Terms. Headings in this Agreement are used for reference purposes only. In the event of a conflict between this Agreement and applicable law, the applicable law will govern with respect to the conflict. If any provision of this Agreement is determined to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

Wire Transfer Agreement

This agreement applies to online Wire Transfer services through First Citizens Digital Banking Commercial Advantage and to customers enrolled in and that otherwise access such services.

The undersigned Customer(s) agrees that use of the wire transfer services offered by First-Citizens Bank & Trust Company shall be governed by this Wire Transfer Agreement. The terms "Bank," "we," "us," "our," and "ours" refer to First-Citizens Bank & Trust Company. The terms "Customer," "you," "your," and "yours" refer to the undersigned Customer(s), jointly and severally. Customer and Bank may also be referred to each as a "party" or collectively as the "parties."

The clicking of "I Accept" by any user (as defined in the First Citizens Digital Banking Commercial Advantage Customer Agreement) with respect to this Agreement, and any amendments hereto, constitutes acceptance of this Agreement and is your acknowledgment that you have received this Agreement, you have read and understand it, and you agree to be bound by it. If you are a User, you acknowledge and understand that you are accepting this Agreement on behalf of your employer and you represent and warrant that: (i) you have full legal authority to bind your employer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of your employer, to be bound by this Agreement.

We reserve the right to amend this Agreement at any time. We will provide you with notice of an amendment as required by law. We may provide notice of an amendment electronically and require acceptance of the amendment as a condition of continued use of the wire transfer services described herein. Acceptance of the amendment by a User and/or your use of the wire transfer services after we amend this Agreement will constitute your acceptance of such changes. You may decline changes by terminating your enrollment in the wire transfer services, in the manner provided in this Agreement, before the changes go into effect. You agree that your electronic consent/acceptance or entry of information is legally binding on you and enforceable against you and is the legal equivalent of your handwritten signature.

You desire that we accept and execute your wire transfer instructions. In consideration of our providing these wire transfer services, you agree as follows:

1. Definitions

For the purposes of this Agreement:

a. Agreement means this Wire Transfer Agreement. This agreement may be amended from time to time.

b. Authorized Representative means any person authorized by you via your Commercial Advantage account, on a Wire Callback Authorization Form, or otherwise, to receive a telephone call-back from a Bank associate to verify wire transfer instructions received from an authorized user. An authorized representative does not have authorization to initiate a wire transfer on behalf of the business, unless such authorized representative is also an authorized user. The term "authorized representative" also includes any person we reasonably and in good faith believe to be your authorized representative and to have authority to act on your behalf.

c. Authorized User means any Commercial Advantage User or person authorized on behalf of the Customer to provide wire transfer instructions using Commercial Advantage. Any action you may take under this Agreement may be taken on your behalf by you or an authorized user, and any action taken by an authorized user shall be as legally binding on you, as if you had taken the action yourself.

d. Beneficiary means the person, business, or other entity to be paid by the beneficiary's bank.

e. Beneficiary's Bank means the bank identified in the wire transfer instructions in which an account of the beneficiary is to be credited pursuant to the wire transfer instruction. The final bank in the wire transfer process is the beneficiary's bank.

f. Business Support refers to our telephone customer service center for business customers. You can reach Business Support by calling our toll-free number (866-FCB-4BIZ or 866-322-4249) between the hours of 8 am and 9 pm ET Monday through Friday.

g. Commercial Advantage is First Citizens Digital Banking Commercial Advantage, our online and mobile banking system for business and commercial customers through which they can access our Wire Transfer service.

h. Intermediary Bank means a receiving bank that processes the transaction by providing funds and instructions to the beneficiary bank.

i. Originator means the business providing instructions to a receiving bank, and includes you (when you give us instructions).

j. Receiving Bank means the bank to which an originator's instruction is addressed. Each bank that receives wire transfer instructions is a receiving bank.

k. Wire Callback Authorization Form refers to our approved form for collecting and/or updating your Authorized Representative information for the purpose of obtaining wire authorizations via callbacks.

l. Wire Transfer means the series of transactions, beginning with your wire transfer instructions, made for the purpose of making payment to the beneficiary of the order. The term includes any wire transfer instructions issued by us or an intermediary bank intended to carry out your wire transfer instructions.

m. Wire Transfer Instruction means an instruction from an originator transmitted verbally, electronically, or in writing, instructing our bank to pay, or to cause another bank to pay, money to a beneficiary. A wire transfer instruction may not state a condition to payment to the beneficiary other than the time of payment. The Bank will debit your account in the amount designated in the wire transfer instructions plus any applicable fee(s).

n. Wire Transfer System means a wire transfer network through which a wire transfer instruction by a bank may be transmitted securely to the bank to which the order is addressed (e.g. FedWire, SWIFT).

o. Transfer Instruction means a wire transfer instruction and any instructions relating thereto, including a request to amend or cancel the original wire transfer instruction.

p. Your Account means each and every account you maintain with us as sole owner, joint owner, officer, manager, agent or in some other fiduciary capacity. Your "designated account" means the account you maintain with us which you have requested that we debit in order to pay your wire transfer request.

2. Nature of Services

The wire transfer instructions you may give us may include, but will not necessarily be limited to, the following: (a) instructions for the transfer of funds from your accounts with us to other accounts of yours, whether with us or with other banks; (b) instructions to transfer funds from your account with us directly to any third party or to the bank account of any third party, whether the beneficiary's account is with us or with another bank; and (c) the transfer of funds into your account with us. You understand that this Agreement does not apply to wire transfers governed by the Electronic Funds Transfer Act of 1978 or the Consumer Financial Protection Bureau's Regulation E, as these rules apply to consumer accounts only.

3. Authorized Users and Authorized Representatives

a. You authorize us to execute wire transfer instructions (and in accordance therewith to debit your account) which we receive from you or from any Authorized User who is either (a) designated by you at enrollment in the Wire Transfer service, (b) subsequently added by your Commercial Advantage Legal administrator through your Commercial Advantage account, or (c) otherwise authorized. It is your Legal Administrators responsibility to ensure that proper permissions have been assigned through your Commercial Advantage account, these permissions are appropriately updated as necessary, and you have set appropriate approval workflows within your Commercial Advantage profile. If an Authorized User was designated via Commercial Advantage by your Legal Administrator, such authority must be terminated via Commercial Advantage.

b. If one or more Authorized Representatives was designated in writing via Commercial Advantage, on a Wire Callback Authorization Form, or otherwise, we expect you to keep such designation of Authorized Representatives current by periodically providing us with updates, at minimum, when changes (either the addition or deletion of Authorized Representatives) occur. Updates to Authorized Representatives received on a Wire Callback Authorization Form will supersede any previous designations provided for Authorized Representatives. We will accept emergency verbal notices of termination of authority for Authorized Representatives; however, any verbal notice you give us must be promptly confirmed by you in writing. If you fail to provide updates in writing, we will not be liable for following any wire transfer instructions in reliance on the written authorizations you previously provided, even if you have verbally notified us that one or more Authorized Representatives previously provided is no longer authorized to verify wire transfer instructions. No notice of termination of authority for Authorized Representatives will be effective unless and until it is received by our Wire Transfer Department or its designated successor, and that department has had five business days to act on your notice.

4. Procedures for Wire Transfer Instructions

All wire transfer instructions you or an authorized user provide to us will conform to those procedures we may prescribe from time to time, including cutoff times each day for receiving transfer instructions. We may change our procedures and will notify you of such changes as required by law. Any wire transfer instructions we receive after a cutoff deadline may be treated by us as received on the next business day. You agree to prevent the disclosure (both inside and outside of your organization) of any of our procedures relating to the transfer of funds except on a "need to know" basis.

5. Communication of Wire Transfer Instructions

a. You authorize us to act on any wire transfer instructions we receive from you or an authorized user through Commercial Advantage, or alternatively by any other means acceptable to us. We will be entitled to rely on any communication, regardless of the form of the communication, which we reasonably believe to have been signed, sent, or made by you or your authorized user. We will be entitled to authenticate any wire transfer instructions we receive through verification by you or by an authorized representative or by any other means we may deem appropriate. Our failure to authenticate any instructions will not be construed as a failure on our part to exercise reasonable care or to act in good faith. We will not be liable for our refusal to honor any instruction if we are unable to satisfy ourselves that the instruction was given by you or an authorized user. You authorize us to electronically record any wire transfer instructions communicated to us, including those communicated by telephone. The decision of whether to record such a communication is within our sole discretion, and you agree to indemnify, defend and hold us harmless from and against any loss or liability we may incur as a result of our recording such a communication, including, without limitation, our attorneys' fees whether or not a lawsuit is filed.

b. To initiate a wire transfer instruction, you must provide us with requested information which includes, but is not limited to, the following: (1) name of the authorized user initiating the wire transfer instruction; (2) amount to be transferred; (3) currency, if other than U.S. Dollars; (4) number of your account with us from which funds are authorized to be withdrawn; (5) name, address, and identifying number of the institution to which funds are to be transferred; (6) name, address, and account number of the beneficiary to whom the funds are to be transferred; and (7) any other information we may request. You may initiate repetitive wire transfer requests, in which case you will provide us with any information we need that is unique to the particular wire transfer and, if we assign an identifying number to the repetitive wire transfer, the correct identifying number for the wire transfer.

c. In executing a wire transfer instruction, we may rely solely on any bank identifying number and/or bank account number you supply as the proper identification for a beneficiary, a beneficiary's bank, or an intermediary bank, notwithstanding that the name, if any, which accompanies the number supplied by you may be inconsistent with such number. Our reliance on any such identifying or bank account numbers may result in the payment of funds or the issuance of wire transfer instructions by the beneficiary's bank (including us when we are the beneficiary's bank) to a beneficiary or bank which you did not intend to receive the transferred funds or wire transfer instructions, but whose identifying number or account number identifies a person or bank different from the name you supplied. You understand our obligation to pay the amount of the wire transfer instruction will not be excused in such circumstances, and you agree to indemnify, defend and hold us harmless from any loss and expenses we incur (including our attorney fees whether or not a lawsuit is filed) as a result of our reliance on such bank identifying or bank account numbers in executing or attempting to execute the wire transfer instruction. We will have no duty to detect any such inconsistency in identification.

6. Wire Transfer Instructions Submitted Via Commercial Advantage

a. In order to submit wire transfer instructions (if you are enrolled in such service) via Commercial Advantage, your Legal Administrator shall be responsible for designating Authorized Users with authority to submit wire transfer instructions via Commercial Advantage on your behalf. Your Legal Administrator may also set dollar limits on wire transfer amounts for each Authorized User per account. We shall not be responsible for the authorities and limits established by your Legal Administrator. We shall be entitled to rely solely on the designations made by your Legal Administrator and shall not be responsible for matching the names of the Authorized Users designated through your Commercial Advantage account to names or titles listed elsewhere, such as in a signature card, Wire Callback Authorization Form, or banking resolution. You agree that any such online wire transfer instructions shall comply with our disbursement and security policies.

b. Your Legal Administrator and Authorized Users will have security credentials (usernames, passwords, etc.) in order to access Commercial Advantage and submit wire transfer instructions. Each Authorized User will also be required to register his or her Multi-Factor Authentication (MFA)/Transaction Authentication device(s) on Commercial Advantage prior to obtaining access to and use of the Wire Transfer Service. Commercial Advantage utilizes MFA/out-of-band Transaction Authentication and other security tools that provide additional layers of security when initiating certain types of transactions from Commercial Advantage. Any MFA/Transaction Authentication device(s) utilized by Commercial Advantage are separate applications from Commercial Advantage and will be required for all Authorized Users who have access to originate Wire Transfers. Please contact Business Support for our current authorized MFA/Transaction Authentication applications and devices. Any intentional bypassing of required Commercial Advantage security controls, or installation or usage of MFA/Transaction Authentication devices or applications not expressly authorized by First Citizens for use with Commercial Advantage, is done so at your own risk. You agree that you will ensure that your Legal Administrator and Authorized Users shall not give or make available their security credentials to any other persons or entities and shall take customary and reasonable precautions to keep their security credentials secure. You agree to comply with our security procedures, including those described in this Agreement and any other security procedures established by us from time to time. You further agree that we are entitled to rely on any wire transfer instructions we receive so long as the wire transfer instructions comply with our security procedures, and we shall not be liable for any loss or damage incurred by you with respect to the authorization of a wire transfer so long as we followed our security procedures.

7. No Obligation to Accept Wire Transfer Instructions; Available Balances

We will not be obligated to accept any wire transfer instruction and we will act only on those wire transfer instructions which we accept. We will be deemed to have accepted a wire transfer instruction only by executing it. We may reject a wire transfer instruction for any reason, and we may impose conditions which must be satisfied before we accept a wire transfer instruction. We may communicate a rejection of your wire transfer instructions by any reasonable means, including, but not limited to, verbal, telephone or electronic means, mail, or otherwise. We will incur no liability for our failure to give you notice. Our failure to give you notice of the rejection of your wire transfer instructions will not result in or be deemed an acceptance by us of your wire transfer instruction. We will not be obligated at any time to execute wire transfer instructions in an amount in excess of the total available balance on deposit in your designated account.

8. Method of Transmitting Wire Transfers

We may execute a wire transfer instruction through an intermediary bank, wire transfer system or other third-party communication system as we, in our sole discretion, may select. We will not be liable for the default or errors of such an intermediary or system and any such intermediary or system selected by us in executing your transfer instructions will be considered your agent.

9. Confirmations

A wire transfer is completed upon the earliest to occur: acceptance by the beneficiary's bank of your wire transfer instructions for the benefit of the beneficiary or by the deposit of the funds transferred to the beneficiary account. We will send you written confirmation of the execution of your wire transfer instruction, in the form of either (a) the wire status within Commercial Advantage, (b) an email or other electronic communication if you have registered with us to receive such communications, or (c) a periodic account statement. You agree to notify Business Support or your local branch by telephone immediately upon learning of any unauthorized wire transfer instructions or any other discrepancy from your wire transfer instructions. We will be discharged from any loss or liability to the extent caused by your delay in giving us such notification. Without regard to care or lack of care on our part or your part, if you have failed to discover and report to Business Support or your local branch any unauthorized wire transfers or any other discrepancy with respect to a wire transfer within 14 calendar days from the date we first notify you of the wire transfer instruction (whether by email notification, periodic statement or otherwise), you will be precluded from asserting against us the unauthorized wire transfer or other discrepancy. Upon our request, you will promptly provide to us written confirmation of any notice you give pursuant to this paragraph.

10. Amendment or Cancellation of Wire Transfer Instructions

Notwithstanding any other provision in this Agreement to the contrary, you agree and acknowledge that you have no right to cancel or amend a wire transfer instruction, and we shall not be obligated to accept a request from you to amend or cancel a wire transfer instruction. If you desire to amend or cancel a wire transfer instruction, however, we, in our sole discretion, may make a reasonable effort to comply with your request if we have a reasonable opportunity to act. We make no representation or warranty as to our ability to comply with your amendment or cancellation and you agree that we will not be held responsible if we do not comply. You agree to indemnify, defend and hold us harmless from all claims, losses, damages, liabilities and expenses we may incur or sustain, including our attorneys' fees, in connection with any amendment or cancellation request. You further agree to provide information to us that reasonably identifies the original wire transfer instruction and to comply with all applicable security procedures. We will have no liability or responsibility if your cancellation or amendment request is not effected.

11. Fees

You agree to pay us fees for the services we provide according to this Agreement. The amount of the fees you pay will be determined in accordance with our Commercial Advantage fee schedule for wire transfer services in effect at the time the services are rendered, as the same may be amended. You authorize us to charge such fees to your account.

12. Debiting of Account; Overdraft

When we receive wire transfer instructions from you, you authorize us to debit your designated account in the amount of the wire transfer instruction plus all related fees. If your designated account does not contain sufficient available funds or we are otherwise unable to debit your account for the full amount of the wire transfer instruction and all related fees, you will immediately reimburse us upon demand for any wire transfer instructions we honor, together with all related fees and interest at The Wall Street Journal prime rate plus one percent, as that rate may change from time to time, or we may debit any other of your accounts with us. If a wire transfer creates an overdraft, you agree to pay promptly after demand the amount of the overdraft, together with all related fees and interest at The Wall Street Journal prime rate plus one percent, as that rate may change from time to time. We may set off against any of your accounts with us in order to pay any sums you owe us, including interest and fees. Nothing in this Agreement will be construed to require us to execute your wire transfer instructions if you do not have sufficient available balance in your designated account to cover the wire transfer instruction.

13. Drawdown/Reverse Wire

You agree that the terms of this Agreement apply to drawdown wire requests per the First Citizens Bank Drawdown (AKA Reverse Wire) and Direct Debit Authorization Request Form.

14. Security Procedures

a. You agree to utilize the security procedure ("Security Procedure") in communicating all wire transfer instructions pursuant to this Agreement. The sole purpose of using the Security Procedure is to verify that a wire transfer instruction has been validly issued by you or on your behalf. The Security Procedure is not designed for the purpose of error detection.

b. You agree to verify all wire transfer requests you receive by email, or by any other means, from a vendor, customer, or employee using an alternative method (i.e., telephone call to a known valid number) to prevent fraudulent activity. The Bank will not be liable for any fraudulent wire activity due to you acting on a fraudulent communication to submit a wire transfer instruction.

c. The Security Procedure for wire transfer instructions will consist of all of the procedures we and you use to verify that the instruction is your instruction, and shall include, but not be limited to, the following: (i) your designation of one or more Authorized Representatives for call back purposes, which designation shall be communicated to us in a form satisfactory to us; and (ii) your designation of one or more telephone numbers which we may use to verify the authenticity of a wire transfer instruction with your Authorized Representative. We may rely on the telephone number(s) and on any list of authorized representatives you provide us, in the form we have specified, until we receive and are able to distribute to our affected employees your notice changing the telephone number(s) or your Authorized Representatives. Any notice you give in writing concerning a telephone number or an authorized representative must be cancelled or changed in writing via Commercial Advantage, on a Wire Callback Authorization Form, or otherwise. Such notice to cancel or change a telephone number or authorized representative may initially be verbal, but you must promptly confirm in writing any verbal notice you give us.

d. We may establish a dollar amount for wire transfer instructions above which amount we may verbally verify the instruction by either calling one of the telephone numbers you provide us and speaking to any person who identifies himself or herself as an Authorized Representative or calling any Authorized User your Legal Administrator has established (a "call back"). If the amount of the instruction equals or exceeds the dollar amount established by us for call backs, we may verify the requested instruction by a call back. Our failure to verify or otherwise authenticate a wire transfer instruction will not be construed as a failure to exercise reasonable care or a lack of good faith.

e. We require Authorized Users to utilize our approved MFA/Transaction Authentication applications and devices when initiating wires via Commercial Advantage. Certain MFA/Transaction Authentication applications utilized by Commercial Advantage are separate applications from Commercial Advantage. Please contact Business Support for our current authorized MFA/Transaction Authentication applications and devices. We are not liable for a failure on the part of any third-party MFA/Transaction Authentication applications or devices or any security breaches arising from use of the same. If usage of MFA/Transaction is waived by you, we are not liable for any loss that could have been prevented by use of the MFA/Transaction Authentication. Any intentional bypassing of required Commercial Advantage security controls, or installation or usage of MFA/Transaction Authentication devices or applications not expressly authorized by First Citizens for use with Commercial Advantage, is done so at your own risk.

f. We may require the use of and implement other or additional security procedures, including the use of other third party MFA/Transaction Authentication applications or devices; of a PIN (personal identification number) or other similar code systems, or of any other security procedures we deem appropriate.. For wire transfer instructions initiated via Commercial Advantage, we may require you to review and approve such wire transfers electronically. You agree that you will maintain the confidentiality of any security procedures and prevent the disclosure of such procedures except on a "need to know" basis. You will notify us immediately if you discover that any of the procedures relating to wire transfers may have been compromised or disclosed, and you will promptly confirm such information in writing to us. Any wire transfer instruction which is issued by you or in your name using the Security Procedure, accepted by us in compliance with the Security Procedure, and acted upon by us in good faith will be effective as your valid wire transfer instruction, and you agree to be legally bound thereby even if the wire transfer instruction was not authorized by you.

g. You have carefully analyzed the Security Procedure which will be used in connection with your wire transfer instructions and you acknowledge that the Security Procedure identified in this Agreement is a satisfactory method of verifying the authenticity of wire transfer instructions based on your needs and that the procedure is commercially reasonable. You agree to indemnify, defend and hold us harmless from and against any and all losses, damages, claims and expenses (including our attorneys' fees whether or not a lawsuit is filed) caused by or as a result of your failure to maintain the confidentiality of the Security Procedure. The Security Procedure will apply not only to wire transfer instructions but also to any attempt to cancel or amend a wire transfer instruction. We may change a Security Procedure if we reasonably believe that the confidentiality of the procedure has been compromised or if we believe in good faith that a change in the Security Procedure is necessary or appropriate to maintain a commercially reasonable security procedure.

15. Virus Protection, Firewalls and Malicious Software (“Malware”)

a. You are obligated to take reasonable security precautions to protect your computer or mobile device (your “Access Device”). There are a number of means and mechanisms by which other persons may obtain information from your Access Device or trick you or other Authorized Users in order to gain control of your Access Device (or any device used to access your accounts).

b. We protect our own network and systems with various security protocols, but are under no obligation to determine if your Access Device (or any device by which you access your accounts) is secure or if it is or may be compromised or insecure. We encourage you to routinely scan your hardware and software using reliable and current virus, firewall and malware protection products of your choice to protect from, detect and remove any viruses and malware found. A virus on your Access Device that goes undetected or unrepaired may corrupt and destroy your programs, files and even your hardware and may result in unauthorized transactions from your accounts.

16. Records

Our records (including all written and electronic records and any telephone recordings) as to wire transfer instructions will be presumed to reflect accurately the transactions described in those records. Under Bank Secrecy Act requirements any electronic record of your wire transfer will be retained by the Bank for a minimum period of 5 years.

17. International Wire Transfers

You understand that all deposits to and withdrawals from your account to effect a wire transfer will be processed in U.S. Dollars or, at your option, converted into the currency of the beneficiary bank. We will convert funds to or from U.S. Dollars at our quoted rates of exchange at the time of conversion. As a result, you will bear all exchange rate risk. The quoted rates of exchange include a spread, which compensates us for the wire transfer service.

18. Liability

Our duties and responsibilities are limited to those described in this Agreement. With the exception of acts of gross negligence, fraud, or willful misconduct, we will not be liable to you for any error, for any acts done or steps taken or omitted by us in good faith, for any mistake of law or fact, or for anything we do or fail to do in good faith in connection with this Agreement. We will not be liable to you for any special, indirect or consequential damages (such as loss of profits, income or interest), even if you have advised us of the possibility that you may sustain these types of damages. We will not be responsible for any liability, loss or damage resulting from: (a) your negligence; (b) any delay in performing or failing to perform responsibilities under this Agreement caused by an act of God, terrorist threat or act thereof, fire, or other catastrophe or disaster, as determined in our sole discretion; (c) mechanical, electrical or computer failure; (d) any incorrect use of the Security Procedure, any unauthorized or fraudulent use of the Security Procedure or other fraud by any person other than one or more of our employees; (e) acts of, delays or failure to act by any carrier, intermediary, correspondent and/or agent operating between us and you, or between us and other banks, or by recipients of transferred funds and their personnel; (f) any delays or errors in international wire transfers arising from language differences, difficulties or incompatibility in communication or computer systems, or time or date differences; (g) strikes, riots, civil insurrection or war; or (h) without limiting the generality of this paragraph, any other cause beyond our control. We will not be liable for any loss resulting from the fraudulent, unauthorized or otherwise improper communication of wire transfer instructions to us, and you acknowledge and agree that we will be entitled to rely upon the genuineness of all wire transfer instructions received by us which we reasonably believe were made by you or your authorized user.

19. Indemnification

You agree to indemnify, defend and hold us harmless from any claims, demands, expenses (including our attorneys' fees whether or not a lawsuit is filed), loss or damage arising out of our acting upon your wire transfer instructions or those wire transfer instructions of any of your authorized users made in accordance with this Agreement, or our refusal to act upon wire transfer instructions which are not made in accordance with this Agreement. If you maintain your account as an agent or in some other fiduciary capacity, you represent and warrant to us that you have the full legal authority to accept and execute this Agreement and perform your obligations hereunder.

20. Termination

Either party may terminate this Agreement at any time upon written notice to the other. Termination of this Agreement, however, will not affect the parties' respective rights and obligations with respect to wire transfer instructions executed prior to the date of termination. This Agreement will terminate automatically and without notice to you if your Commercial Advantage account is closed.

21. Notices

a. Except as we have otherwise specifically provided in this Agreement, as a Commercial Advantage customer, you may send us notices regarding the wire transfer service electronically through your Commercial Advantage service. Any notice you give us will not be effective until it is actually received by our Wire Transfer Department and our Wire Transfer Department has had a reasonable time to act upon it.

b. Except as otherwise specifically provided in this Agreement, any written notice we are required to give you may be sent to you electronically through your Commercial Advantage service. Any notice we give you will become effective when delivered to or received electronically by you.

22. Miscellaneous

This Agreement will be governed by and construed in accordance with the laws of the state of North Carolina, including without limitation Article 4A of N.C. Gen. Stat. Chapter 25. To the extent applicable, this Agreement is also subject to and governed by the Federal Reserve Board's Regulation J, SWIFT Standards, all as may be amended. The indemnification and limitation of liability provisions contained in this Agreement will survive any termination of this Agreement. The terms of this Agreement will be binding upon and inure to the benefit of each party and our respective heirs, personal representatives, successors and assigns. If any provision of this Agreement is held invalid under any law or regulation such invalidity will not affect the remaining provisions of this Agreement.

22. Incorporation by Reference

Each of your wire transfer instructions incorporates this Wire Transfer Agreement by reference. This Agreement is binding upon any customer who executes a wire transfer instruction from First Citizens Digital Banking Commercial Advantage.