Primis Business Online Banking

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

If the Senior Administrator is not a signer on the account, a Business Online Banking Account will not be setup for use until the Business Online Banking Agreement has been signed by an authorized signer 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 its customers. In consideration of the above premises and the mutual covenants contained in this Agreement, the parties hereby agree as follows:

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.

Using the System. Bank shall not be responsible to Customer 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 Customer 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.

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 rights in the System to others; (iii) make telecommunications data transmissions except as specifically provided for by the System to others; or (iv) use the System other than in accordance with its intended purpose, as provided in this Agreement.

Security. 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 1-833-477-4647.

Warranties. 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 merchantability or fitness for a particular purpose. Except as expressly stated herein, the system is provided “As Is”.

Liability. 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 Customer’s account at the Bank did not have sufficient funds.

Fees. 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.

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 its 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, please refer to the Business Services Agreement for more information.
• If the Customer selects the ACH service, please refer to the Business Services Agreement for more information.
• 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 Customer checking account held at the Bank at the time your payments are processed. If the account does not have sufficient funds at the time the payments are processed, a non-sufficient funds fee will be charged. Bank reserves the right to close any Bill Payment Account due to excessive non-sufficient funds (NSFs). If a payment is scheduled but the payee does not receive the payment in a timely manner or 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.

Termination. 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.

Notices. All notices hereunder must be in writing and delivered to the parties by facsimile, first class mail, personal delivery, 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 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.

Miscellaneous. 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 the parties’ respective successors and assigns. All exhibits 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.

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.

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 Business Mobile Banking Service 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 Mobile 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.
• You must endorse the check transmitted through the Service as follows:  include “For Mobile Deposit at Primis” below your signature.  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 5:00 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 by the third (3^rd) business day after the business day of deposit; however, deposits may be held up to the ninth (9^th) business day after day of deposit.  Hold notices will not be provided.
• 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 also 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 to $25,000 per day.  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 negotiation.
• Images will meet Bank’s 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 previously described. 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.

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 Bank may 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 any time. 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’ 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.