This Business Online Banking Agreement (the “Agreement”) is entered into as of the submission date of the Online Application by and between Primis (“Bank’ or “we”, “us,” and “our”) and the Business or Organization submitting the Online Application (the “Customer,” “you,” or “your,” or “yours.”),

A Business Online Banking Account will not be setup for use until the Business Online Banking Agreement has been signed and returned to the Bank.

The Electronic Banking Group of Fiserv has developed a certain internet-based computerized cash management system known as Business Online Banking, which provides an electronic banking information reporting interface between the Bank and its customers; and Primis has entered into a Services Agreement with Fiserv, pursuant to which Fiserv has granted the Bank the right to distribute the System to their customers. In consideration of the above premises and the mutual covenants contained in this Agreement, the parties hereby agree as follows:

1. Right of Use.By subscribing to the System, the Customer shall be deemed to have agreed to use it in accordance with the terms and conditions set forth in this Agreement.
2. Using the System.Bank shall not be responsible to for any loss or damages suffered by the Customer as a result of the failure of systems and software used to interface with our systems or systems and software utilized by to initiate or process banking transactions whether such transactions are initiated or processed directly with our systems or through a third party service provider. The Customer acknowledges that they are solely responsible for the adequacy of systems and software utilized to process banking transactions and the ability of such systems and software to do so accurately. To protect your information, it is strongly encouraged that you use anti-virus software and apply all necessary patches and updates to your operating system, browser programs and anti-virus definitions.

In order to use the System, the Customer must have:

• Access to the internet through an Internet Service Provider (ISP)
• A browser such as Netscape Navigator version 5.5 or Microsoft Internet Explorer version 7.0 or later in order to accommodate 128-bit encryption security requirements.
• We recommend at least a 486 processor (Pentium preferred) or a Macintosh computer. A faster processor will give a better Online Banking experience.
• A modem connection to the Internet that provides throughput of 28.8 KBPS (or higher) is sufficient.

3. Restrictions on Use.The Customer may not do any of the following: (i) make alterations to the system without prior consent of the Bank: (ii) sell, lease, or grant any other rights in the System to others; (iii) make telecommunications data transmission except as specifically provided for by the System; or (iv) use the System other than in accordance with its intended purpose, as provided in this Agreement.
4. You should never provide sensitive information such as passwords or financial information unless you are confident that the requester of the information is legitimate. Use caution when clicking on links provided in an email and ensure that the site is legitimate before entering passwords or confidential information. To protect your information, it is strongly encouraged that you use anti-virus software and apply all necessary patches and updates to your operating system, browser programs and anti-virus definitions.
   The Bank does not know or have access to your password and will never request this information via phone or email. The Bank will also never request sensitive account information via phone or email. If you are unsure about the validity of a request or communication, please call Primis Online Banking Support at 804-443-8454 or 1-833-477-4647.
5. Neither Fiserv nor BANK make any warranty, either expressed or implied as to the documentation, function, or performance of the system, including without limitation, any implied warranties of their merchantability or fitness for a particular purpose. Except as expressly stated herein, the system is provided “As Is”.
6. In no event will Fiserv or the Bank be responsible for special, indirect, incidental or consequential damages which the customer may incur or experience on account or entering into or relying on this agreement, even if Fiserv or the Bank has been advised of the possibility of such damages. Neither the Bank nor Fiserv shall be liable to the customer for any damages resulting from a bill payment error or any damages resulting from a failed or returned payment where the customer did not have sufficient funds in the Bank’s account.
7. The Customer will pay the fees established by the Bank for the use of the System. Unless the parties agree otherwise, the Bank will have the right to charge the Customer’s account(s) at the Bank for such fees and/or to include such amount in the Customer’s monthly-extended corporate account analysis (if applicable). The Bank will give the customer notice of increase in fees, which will be binding upon the Customer unless the Customer notifies the Bank of its intention to terminate this Agreement prior to the effective date of the increase.
8. Provisions:

• The Customer must designate a Business Online Banking Administrator, whose responsibilities will include ensuring that the Customer uses the System in accordance with its intended purpose.
• The Customer may designate sub-users within their Business Online Banking account. These sub-users will be set up and monitored by the account’s Administrator.
• When the Customer or any authorized user accesses the Service using the Customer User ID and password, the Bank is authorized to follow the instructions received concerning accounts and to credit and charge accounts according to those instructions. The password protects access to the accounts. It is agreed that passwords will not be shared or made available to any unauthorized individual. If a password is shared, the Customer authorizes the Bank to comply with those instructions even if that individual exceeds authorization.
• If the Customer selects the wire transfer service, (a) the existing Funds Transfer Agreement between the Customer and the Bank shall be deemed to be amended to permit the Customer to make wire requests electronically via the Business Online Banking System, (b) the Customer’s Business Online Banking Administrator must ensure that wire requests are made only by individuals who are authorized to do so and ensuring that wire requests do not exceed the per wire limit and the daily limit (if any) established by the Bank and the Customer, and (c) if the Customer chooses to allow the same person to initiate, approve and send repetitive wires (using pre-established templates) or book transfers (transfers between bank accounts owned by the same business), the Bank will have no liability whatsoever for unauthorized transfers. The customer is hereby advised against granting one individual within said company permission to initiate, approve, and send repetitive wires. The Customer acknowledges that the Bank has warned against assigning authorization to initiate, approve, and send repetitive wires to one individual and the associated risks thereto should the company elect not to heed the Bank’s advice. However, if the Customer chooses to forego these methods of dual control, the Customer will assume any associated risks and further does not hold the Bank responsible for unauthorized wire transfers.
• The Bank will perform a quality assurance check that will involve a call back process to verify all wire transfers initiated by the Customer of $100,000 or more. The Bank will contact the Customer by telephone at the phone number on file to confirm the validity of the wire transfer before the transaction is completed. The Customer acknowledges that the wire transfer will not be initiated until the call back verification has been completed. The Bank will not be liable to the Customer for any damages resulting from a delay in the processing of a wire transfer in the event that the call back cannot be completed.
• If the Customer selects the ACH service, the existing Electronic Funds Service Agreement (Direct Deposit Agreement) and the ACH Corporate Agreement (if any) between the Customer and the Bank shall be deemed to be amended to permit the Bank to accept ACH credit entries electronically via the Business Online Banking System.
• The Customer may elect to issue a stop payment on a check using the Business Online Banking system. All stop payment requests received electronically via the Business Online Banking system shall be deemed an authorized “written request” for purposes of the Stop Payment Request form. A fee will be charged for each stop payment request submitted. The request will cease to be effective six months from the date submitted. A stop payment will not be processed if the Bank has already paid, certified, or accepted the item. Bank will not be liable if inaccurate or incomplete information is submitted or for payment of the check contrary to this request, unless payment is caused by the Bank’s negligence and causes actual loss to you. The Bank’s s liability shall not, in any event, exceed the amount of the check. Customer must reimburse the Bank for any loss it sustains in honoring this request.
• The Customer may elect to use Bill Payment service available within the Business Online Banking system. This feature instructs the Bank to direct payments from the designated account to third parties. Our Bill Payment Service provider, CheckFree, processes these payments. the Bank will not be liable for damages you incur if there are not sufficient funds in the designated checking account from which bill payments are deducted, for delays in postal delivery’, for changes to the payee’s address or account number, or for any other circumstances beyond the control of the Bank or CheckFree. Funds must be available in the designated the Bank checking account at the time your payments are processed. If the account does not have sufficient funds at the time the payments are processed, a return item fee will be charged. Bank reserves the right to close any Bill Payment Account due to excessive NSF’s. If a payment is scheduled but the payee does not receive the payment in a timely manner, research is required on a past payment or any other type of assistance with the Bill Pay Service is required, Customer may call CheckFree Customer Support at 1-800-877-8021, available seven days a week from 8:00am to 1:00am EST. Additional disclosures and requirements apply and are communicated with enrollment in the Bill Payment service.

9. Either party may terminate this Agreement by providing at least thirty days (30) notice of its intent to terminate to the other. Unless terminated sooner, this Agreement will terminate automatically if the Customer no longer maintains any deposit accounts at the Bank or if the Service Agreement between Bank and Fiserv is terminated for any reason. In addition, the Bank shall have the right to terminate this Agreement if the Customer fails to comply with any provision of this Agreement. Upon the termination of this Agreement, the Customer’s right to use the System shall automatically cease.
10. Online Banking Accounts that have been inactive for 90 days will be automatically deleted. Once an account has been inactive for 60 days, Bank will notify the Customer via email that the account will be deleted in 30 days. The Customer will need to login within the allotted time frame in order to remain active. If for some reason the Customer is not able to log into the system, but wishes to remain active, he or she may contact the Bank Online Banking Specialist @ 804-443-8454 or 1-833-477-4647.
11. All notices hereunder must be in writing and delivered to the parties by facsimile, first class mail, personal delivery, e-mail, or reliable overnight courier at the following addresses:

If to the Customer:
Address and/or Fax Number stated in the Online Application Submission

If to the Bank:

Customer Care Center
PO Box 2075
Ashland, VA 23005
Fax: 804-550-4951

Each party agrees to notify the other promptly upon a change in their address or any other information as set forth above, whereupon the other party may rely on such new information as though it were originally set forth in this Agreement.

12. This Agreement shall be construed under and governed by the internal laws of the Bank’s state of incorporation without regard to conflict of law provisions. If any provision of this Agreement shall be determined to be unenforceable or invalid in any respect, such unenforceability shall not affect the remainder of this Agreement, which shall be construed as if such unenforceable provision shall not have been contained herein. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. All exhibit referred to in this Agreement are hereby incorporated herein and made a part hereof by this reference. This agreement contains the complete understanding of the parties and supersedes any and all prior written and/or oral agreements between the parties relating to the subject matter hereof.
13. Bill Payment Service:

• Service Definitions:
  • “Service” means the bill payment service offered by Bank through CheckFree Services Corporation.
  • “Agreement” means these terms and conditions of the bill payment service.
  • “Biller” is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be.
  • “Payment Instruction” is the information provided by you to the Service for a bill payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number, and Scheduled Payment Date).
  • “Payment Account” is the checking account from which bill payments will be debited.
  • “Billing Account” is the checking account from which all Service fees will be automatically debited.
  • “Business Day” is every Monday through Friday, excluding Federal Reserve holidays.
  • “Scheduled Payment Date” is the day you want your Biller to receive your bill payment and is also the day your Payment Account will be debited, unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day.
  • “Due Date” is the date reflected on your Biller statement for which the payment is due; it is not the late date or grace period.
  • “Scheduled Payment” is a payment that has been scheduled through the Service but has not begun processing.
• Payment Scheduling:The earliest possible Scheduled Payment Date for each Biller (typically four (4) or fewer Business Days from the current date) will be designated within the application when you are scheduling the payment. Therefore, the application will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement unless the Due Date falls on a non-Business Day. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period.
• The Service Guarantee:Due to circumstances beyond the control of the Service, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your account. The Service will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines described under “Payment Scheduling” in this Agreement
• Payment Authorization and Payment Remittance:You represent and warrant that you are acting with full authority for the applying entity, and that you are duly authorized to execute this Agreement on behalf of the applying entity. By providing the Service with names and account information of Billers to whom you wish to direct payments, you authorize the Service to follow the Payment Instructions that it receives through the payment system. In order to process payments more efficiently and effectively, the Service may edit or alter payment data or data formats in accordance with Biller directives. When the Service receives a Payment Instruction, you authorize the Service to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize the Service to credit your Payment Account for payments returned to the Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Service. The Service will use its best efforts to make all your payments properly. However, the Service shall incur no liability and any Service Guarantee shall be void if the Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:
  • If, through no fault of the Service, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;
  • The payment processing center is not working properly and you know or have been advised by the Service about the malfunction before you execute the transaction;
  • You have not provided the Service with the correct Payment Account information, or the correct name, address, phone number, or account information for the Biller; and/or,
  • Circumstances beyond control of the Service (such as, but not limited to fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Service has taken reasonable precautions to avoid those circumstances.
  • Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Biller which does not comply with your Payment Instructions, the Service shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.
• Payment Methods:The Service reserves the right to select the method in which to remit funds on your behalf to your Biller. These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment,or a laser draft payment (funds remitted to the Biller are deducted from your Payment Account when the laser draft is presented to your financial institution for payment).
• Payment Cancellation Requests:You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the application. There is no charge for canceling or editing a Scheduled Payment. Once the Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.
• Stop Payment Requests:The Service’s ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Customer Service. Although the Service will make every effort to accommodate your request, the Service will have no liability for failing to do so. The Service may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.
• Prohibited Payments:Payments to Billers outside of the United States or its territories are prohibited through the Service.
• Exception Payments:Tax payments and court ordered payments may be scheduled through the Service; however, such payments are discouraged and must be scheduled at your own risk. In no event shall the Service be liable for any claims or damages resulting from your scheduling of these types of payments. The Service Guarantee as it applies to any late payment related changes is void when these types of payments are scheduled and/or processed by the Service. The Service has no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be the sole responsibility of you and not of the Service.
• Bill Delivery and Presentment:This feature is for the presentment of electronic bills only and it is your sole responsibility to contact your Billers directly if you do not receive your statements. In addition, if you elect to activate one of the Service’s electronic bill options, you also agree to the following information provided to the Biller. The Service is unable to update or change your personal information such as, but not limited to, name, address, phone numbers and email addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally it is your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else’s information to gain unauthorized access to another person’s bill. The Service may, at the request of the Biller, provide to the Biller your e-mail address, service address, or other data specifically requested by the Biller at the time of activating the electronic bill for that Biller, for purposes of the Biller informing you about Service and/or bill information.
  • Activation – Upon activation of the electronic bill feature, the Service may notify the Biller of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the Biller. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Biller reserves the right to accept or deny your request to receive electronic bills. Authorization to obtain bill data – Your activation of the electronic bill feature for a Biller shall be deemed by us to be your authorization for us to obtain bill data from the Biller on your behalf. For some Billers, you will be asked to provide us with your user name and password for that Biller. By providing us with such information, you authorize us to use the information to obtain your bill data.
  • .Notification – The Service will use its best efforts to present all of your electronic bills promptly. In addition to notification within the Service, the Service may send an e-mail notification to the e-mail address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. You are responsible for ensuring timely payment of all bills.
• Cancellation of electronic bill notification – The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. The Service will notify your electronic Biller(s) as to the change in status of your account and it is your sole responsibility to arrange for an alternative form of bill delivery. The Service will not be responsible for presenting any electronic bills that are already in process at the time of cancellation. Non-Delivery of electronic bill(s) – You agree to hold the Service harmless should the Biller fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly. Accuracy and dispute of electronic bill – The Service is not responsible for the accuracy of your electronic bill(s). The Service is only responsible for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Biller directly. This Agreement does not alter your liability or obligations that currently exist between you and your Billers.
• Exclusions of Warranties: THE SERVICE AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
• Password and Security:You agree not to give or make available your password or other means to access your account to any unauthorized individuals. You are responsible for all payments you authorize using the Service. If you permit other persons to use the Service or your password or other means to access your account, you are responsible for any transactions they authorize. If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify the Service at once by calling 1.833.4PRIMIS during Customer Service hours.
• Business customers agree to review promptly all statements, Customer Notices, and transaction information made available to them, and to report all unauthorized transactions and errors to us immediately. Business customers agree that we may process payment and transfer instructions that are submitted with correct online login information, and agree that such instructions will be deemed effective as if made by them, even if they are not transmitted or authorized by the customer.
• Disclosure of Account Information to Third Parties:It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make ONLY in the following situations:
• Where it is necessary for completing transactions;
• Where it is necessary for activating additional services;
• In order to verify the existence and condition of your account to a third party, such as a credit bureau or Biller;
• To a consumer reporting agency for research purposes only;
• In order to comply with a governmental agency or court orders; or,
• If you give us your written permission
• Service Fees and Additional Charges:Any applicable fees will be charged regardless of whether the Service was used during the billing cycle. There maybe a charge for additional transactions and other optional services. You agree to pay such charges and authorize the Service to deduct the calculated amount from your designated Billing Account for these amounts and any additional charges that may be incurred by you. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider.
• Failed or Returned Transactions:In using the Service, you are requesting the Service to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction may not be completed. In some instances, you will receive a return notice from the Service. In each such case, you agree that:
• You will reimburse the Service immediately upon demand the transaction amount that has been returned to the Service;
• For any amount not reimbursed to the Service within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed;
• You will reimburse the Service for any fees imposed by your financial institution as a result of the return;
• You will reimburse the Service for any fees or costs it incurs in attempting to collect the amount of the return from you; and,
• The Service is authorized to report the facts concerning the return to any credit reporting agency.
• Alterations and Amendments:This Agreement, applicable fees and service charges may be altered or amended by the Service from time to time. In such event, the Service shall provide notice to you. Any use of the Service after the Service provides you a notice of change will constitute your agreement to such change(s). Further, the Service may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, the Service reserves the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service’s more recent revisions and updates. In addition, as part of the Service, you agree to receive all legally required notifications via electronic means.
• Address or Banking Changes:It is your sole responsibility to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made either within the application or by contacting Customer Service. Any changes in your Payment Account should also be made in accordance with the procedures outlined within the application’s Help files. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. The Service is not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information.
• Service Termination, Cancellation, or Suspension:In the event you wish to cancel the Service, you may have the ability to do so through the product, or you may contact Customer Service via one of the following:
• Telephone us at 833-477-4647 during Customer Service hours; and/or
• Write us at:
  Primis
  O. Box 2075
  Ashland, VA 23005
• Any payment(s) the Service has already processed before the requested cancellation date will be completed by the Service. All Scheduled Payments including recurring payments will not be processed once the Service is cancelled. The Service may terminate or suspend Service to you at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.
• Biller Limitation:The Service reserves the right to refuse to pay any Biller to whom you may direct a payment. The Service will notify you promptly if it decides to refuse to pay a Biller designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement.
• Returned Payments:In using the Service, you understand that Billers and/or the United States Postal Service may return payments to the Service for various reasons such as, but not limited to, Biller’s forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. The Service will use its best efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Payment Account. You may receive notification from the Service.
• Information Authorization:Your enrollment in the Service may not be fulfilled if the Service cannot verify your identity or other necessary information. In order to verify ownership of the Payment Account(s) and/or Billing Account, the Service may issue offsetting debits and credits to the Payment Account(s) and/or Billing Account, and require confirmation of such from you. Through your enrollment in the Service, you agree that the Service reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that the Service reserves the right to obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment-posting problems or for verification).
• Disputes:In the event of a dispute regarding the Service, you and the Service agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Service, which supersedes any proposal, or prior agreement, oral or written, and any other communications between you and the Service relating to the subject matter of this Agreement. If there is a conflict between what an employee of the Service or Customer Service Department says and the terms of this Agreement, the terms of this Agreement will prevail.
• Assignment:You may not assign this Agreement to any other party. The Service may assign this Agreement to any future, directly or indirectly, affiliated company. The Service may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.
• No Waiver:The Service shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Service. No delay or omission on the part of the Service in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
• Captions:The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
• Governing Law:This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect.

THE FOREGOING SHALL CONSTITUTE THE SERVICE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, AND/OR THE SERVICE.

14. Mobile Deposit Service –The Mobile Deposit Service (“Service”) is a separate internet-based service offered by the Bank.. The Service will allow you to deposit checks using your mobile device into your designated account (“Account”) at Primis.

This document (Agreement”) defines your rights and obligations for the Service.

Hardware and Software. To use the Service, you must have a supported mobile device with a supported camera, a data plan, and download the Primis Mobile App. We do not guarantee that your particular mobile device, camera, operating system, or carrier will be compatible with the service. We assume no responsibility should you experience technical, network, or other difficulties while using the Service or any damages as a result of these difficulties.

Relationship to Online Banking Agreement. This Agreement is an addendum to your Business Online Banking Agreement and (if applicable) your Mobile Banking Services Agreement. Your use of the Service is subject to the terms and conditions of your Online Banking Agreement (as amended from time to time) and your other agreements with us and our affiliates. In the event of a specific conflict between this Agreement and the terms of the Business Online Banking Agreement, the terms of this Agreement will govern. Each account that you access, or through which you conduct a transaction, using the Service, remains subject to the terms and conditions of that account’s Bank Account Agreement.

Eligible Items. You agree to transmit only deposit items (checks) as defined in Federal Reserve Regulation CC (“Reg CC”) and only those checks that are permitted by the Service. You may use the Service to deposit checks payable directly to you. Checks payable to third parties, altered items, fraudulent or unauthorized items, substitute checks, converted checks, remotely created checks, postdated checks (dated more than 6 months before the deposit), and checks not payable in U.S. currency are not permitted.

In addition to the checks or items listed above, the following specific items are not eligible for the Service:

• Foreign checks
• S. Savings bonds
• Treasury Tax & Loan (TTL) payments
• Travelers checks
• Money orders
• Any attempted deposit made outside of the United States

Nothing in this Agreement should be construed to require Bank to accept any check or item for deposit, even if Bank has previously accepted that type of check.

Image Quality. The image of a check transmitted to Bank using the Service must be legible. The image quality must comply with standards set by Primis. You agree that we shall not be liable for any damages resulting from a check’s poor image quality, including those related to rejection of or the delayed or improper crediting of such a check or item, or from any inaccurate information you supply regarding the check or item.

Endorsements. You must endorse the check transmitted through the Service as instructed by us.. You agree to follow any and all other procedures and instructions for use of the Service as Bank may establish from time to time.

Receipt and Crediting of Items. We may reject any check transmitted through the Service, at our discretion, without liability to you. We are not responsible for checks we do not receive in accordance with this agreement or for images that are dropped or damaged during transmission. An image of a check or item shall be deemed received when you receive a confirmation from Bank that we have received the image. Receipt of such confirmation does not mean that the transmission was error free, able to be processed or complete or that funds will be credited for that check or item.

Availability of Funds. You agree that items transmitted using the Service are not subject to the funds availability requirements of Federal Reserve Board Regulation CC. In general, if an image of an item you transmit through the Service is received and accepted before 4:00 p.m.
Eastern Time on a business day that we are open, 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 we are open. Funds deposited using the Service will generally be made available in two business days from the day of deposit. Bank may make such funds available sooner based on such factors as credit worthiness, the length and extent of your relationship with us, transaction and experience information, and such other factors as Primis, in its sole discretion, deems relevant.

Disposal of Deposited Checks. After transmitting the mobile deposit, you agree to write ‘submitted for mobile deposit’ and the transmission date on the front of the check. Ten (10) days after successfully transmitting a mobile deposit, you agree to destroy or otherwise void the check. You agree never to re-present to us or any other party a check or item that has been deposited through the Service unless we notify you that the check or item will not be accepted for deposit through the Service.

Transaction Limits. The Bank may limit the number and frequency of the items submitted and limits the dollar amount of your deposit. If you require a change in daily limits, you must notify Bank and obtain agreement from the Bank to accept the increased limits. It is presumed that such approval of increased limits shall apply only on the day the approval is received; thereafter, transactions will revert to previous established limits.  The Bank may reject and/or return any item that the Bank, in its sole discretion, deems uncollectible or to place a hold on your account until the item is collected. Your deposit is deemed received when you receive deposit confirmation from us; however confirmation of receipt does not deem the item readable or collectible. In the event that any item is returned by any Bank in the chain of collection, the Bank has the right to charge your account, or any account of yours at Primis, for the item.

Performance Standards.

• Bank Performance.The Bank will perform the Service in the same commercially reasonable manner that the Bank performs the Service for other customers. Bank makes no warranties with respect to the image quality or validity of any item deposited through the Service. The Bank reserves the right in our discretion to reject any transmission Bank receives from you and Bank will inform you of the reasons for the rejection. With the exception of errors caused by our gross negligence, you are assuming all other risks of loss or error.
• Customer Performance.If any error results from incorrect information supplied by you, you agree to use commercially reasonable methods to discover and correct the error. You agree to indemnify the Bank and hold the Bank harmless from any claim, loss, liability, action, cause of action, cost, expense including but not limited to reasonable attorneys’ fees and payment pursuant to settlements, arising from and out of or relating to
• the alteration of any item deposited through the Service;
• inaccuracy, illegibility or inadequacy of the data processed through the Service;
• material breach of this Agreement or failure to comply with material terms;
• any act or omission by you or your employees or agents that results in the payment or distribution of funds to any person, real or fictitious, who shall not be entitled to all or any part of the funds or that results in an inaccurate, incorrect, untimely, improper or failed ACH funds transfer in connection with such funds or the redeposit of any item process through the Service.

Security and Retention

• Data Security.It is your sole responsibility to maintain the security of the passwords and codes and to change the password and codes as necessary to maintain the security of the Service. You are permitted to share the security codes with your Administrator or any user in the ordinary course of your business. You agree that should you experience any acts of fraud, theft or data intrusion with respect to the Services, you will notify the Bank immediately. The Bank has no liability for the actions of any third party, including your employees, as a result of unauthorized use of passwords and codes.
• Internet Usage.The Bank has taken reasonable steps to secure your data, including installation of firewalls, data encryption and use of passwords and security codes.
  The Bank has also taken reasonable steps to ensure that your use of the Service is accessible. However, the Bank shall not have liability for outages, unauthorized access, delays, malfunctions or the fraudulent acts of third parties including your employees.

Returned Items. The Bank shall have the right to convert checks you deposit through the Service into Replacement Checks or an accounts receivable electronic item (ARC). In the event such an item is returned unpaid, you will receive only sufficient information to identify the deposited item. If the item is returned unpaid, the Bank will assist you in re-depositing the item as a Substitute Check as permitted by Regulation CC. You may not deposit the original check even though you have not yet destroyed the original.

Customer Representations and Warranties.
You warrant to the Bank that:

• You will only transmit eligible checks and items that you are entitled to enforce.
• All checks will include all signatures required for their negotiation.
• Images will meet ours image quality standards in effect from time to time.
• You will not transmit an image or images of the same check or item to us more than once and will not deposit or negotiate, or seek to deposit or negotiate, such check or item with any other party.
• You will not deposit or represent the original check or item with the Bank or any other party.
• The information you provide to the Bank is accurate and true, including all images transmitted to the Bank accurately reflect the front and back of the check or item at the time it was scanned. You will comply with this agreement and all applicable rules, laws and regulations.
• You will use the Services only for your own deposits and will not allow the use of the Service by way of a service bureau business, timesharing, or otherwise disclose or allow use of the Service by or for the benefit of any third party.
• You agree to indemnify and hold harmless the Bank from any loss for breach of this warranty provision or the terms of this agreement.

Ownership and License. You may use the Service only for your company’s benefit. You may not copy, reproduce, distribute or create derivative works from the content and agree not to reverse engineer or reverse compile any of the technology used to provide the Service.

Changes to Fees or Other Terms. We may change this Agreement at any time by sending notice as described in your Business Online Banking Agreement. You may choose to accept or decline the change. By continuing to use any Mobile Banking service to which a notice relates, you are deemed to accept the changes relating to that service. Changes to fees applicable to a specific account are also governed by the applicable Account Agreement(s) and any interest or fee schedules pertaining to your account.

15. E-Sign:Consent to Request Services and Receive Disclosures and Notices Electronically. The parties to this Agreement consent to electronic communication relating to the Services. The Bankmay elect to provide you with notices, changes of terms and other important communication electronically (through e-mail or secure mail). By signing this Agreement, Customer hereby consents to give notices and to receive notices and disclosures electronically. Customer will provide an electronic address for such disclosures and notices at the time that this Agreement is executed. Communications related to Treasury Management Services may be sent to this electronic address and Customer is solely responsible for immediately updating this electronic address if it changes. All disclosures and notices by us shall be deemed given and received by you immediately upon being sent to the electronic address you have most recently updated. In order to keep notices and disclosures sent to you electronically, you must have the ability to save them to your mobile device or computer, or to print them. You may also request a paper copy of an electronic notice or disclosure at no additional charge by contacting your Treasury Services department. You may also request changes to your Services through electronic communication; however, such changes to the Services shall not be effective until the Bank communicates its agreement to change or modify Services.

Primis Alerts Terms and Conditions

Alerts. Your enrollment in Primis Online Banking and/or Mobile Banking (the “Service”) includes enrollment to receive transaction alerts and notifications (“Alerts”). Alerts are electronic notices from us that contain transactional information about Primis account(s). Alerts are provided within the following categories:

• Mandatory Alerts provide you with important account notifications, such as information about changes to your Online Banking password, PIN or login information. You do not have the option to suppress these Mandatory Alerts.
• Account Alerts provide you with notification of important account activities or when certain changes are made to your Service accounts, such as account balance, transactions posting and mobile deposits. These Alerts are automatically activated for you. Although you may suppress these Account Alerts, we strongly recommend that you do not do so because they provide important information related to your Service accounts.
• Additional Alerts must be activated by you to be enabled. These Additional Alerts can be accessed from the Alert menu within Primis Online Banking and Alert menu within Primis Mobile Banking.

Account Alerts and Additional Alerts must be managed and/or added online through the Service. You cannot maintain all Alerts through your mobile device. We may add new Alerts from time to time, or cancel old Alerts. We usually notify you when we cancel Alerts, but are not obligated to do so Primis reserves the right to terminate its Alerts service at any time without prior notice to you.

Methods of Delivery. We may provide Alerts through one or more channels (“EndPoints”): (a) a mobile device, by text message, (b) a mobile device, by push notification; (c) an email account, by an e-mail message; or (d) your Primis Online Banking message in-box, by an e-mail message. You agree to receive Alerts through these EndPoints, and it is your responsibility to determine that each of the service providers for the EndPoints described in (a) through (c) above supports the email, push notification, and text message Alerts provided through the Alerts service. Please be advised that text or data charges or rates may be imposed by your EndPoint service provider. Alert frequency varies by account and preferences. You agree to provide us a valid mobile phone number or email address so that we may send you Alerts. If your email address or your mobile device’s number changes, you are responsible for informing us of that change. Your Alerts will be updated to reflect the changes that you communicate to us with regard to your primary and secondary email addresses or mobile device number.

Alerts via Text Message. To stop Alerts via text message, text “STOP” to 99588 at anytime. Alerts sent to your primary email address will be unaffected by this action. To restore Alerts on your mobile phone, just visit the Alerts tab in Primis Online Banking and click the box next to your mobile number for the Alerts you’d like to receive again.  For help with SMS text alerts, text “HELP” to  99588. In case of questions please contact customer service at 1-833-477-4647. Our participating carriers include (but are not limited to) AT&T, SprintPCS, T-Mobile^®, U.S. Cellular^®, Verizon Wireless, MetroPCS.

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

Alert Information. As Alerts delivered via SMS, email and push notifications are not encrypted, we will never include your passcode or full account number. You acknowledge and agree that Alerts may not be encrypted and may include your name and some information about your accounts, and anyone with access to your Alerts will be able to view the contents of these messages.