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Contract 2025-001ADocusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 BANKING SERVICES AGREEMENT (PUBLIC SECTOR) (Treasury Services) This Banking Services Agreement entered into as of January 14, 2025, and effective as of February 1, 2025 (the "Effective Date"), is entered into by and between City of Clermont, Florida (the "Customer"), and JPMorgan Chase Bank, N.A. (the "Bank"). Recitals WHEREAS, the Customer issued a Request for Proposal (RFP 25-003), as supplemented and/or amended, relating to the provision of certain banking and related services as described therein (the "RFP"). WHEREAS, the Bank's proposal was submitted in response to the RFP (the "Response"). WHEREAS, the Customer reviewed the Response and accordingly awarded the performance of certain services described in the RFP and Response, or certain services supplemental to or in addition to services described therein ("Services") to the Bank as authorized by the Customer. WHEREAS, the Customer and the Bank desire to enter into this Agreement under which the Bank will provide the Services and establish and maintain certain depository accounts for the Customer. NOW, THEREFORE, in consideration of the mutual agreements set forth hereafter and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Scope of Services. The Bank agrees to perform the Services for the Customer, directly or through its subsidiaries or affiliates, at the prices as mutually agreed, with such pricing terms incorporated herein by reference. The Bank may provide additional products or services to the Customer at such cost as may be mutually agreed. 2. Description of the Agreement. The "Agreement", which contains the terms and conditions and respective obligations of the parties with respect to the Services, is comprised of the following documents: this banking services agreement (the "Main Agreement"); and the following documents incorporated herein by reference: the Account Terms, applicable Service Terms and related Bank documentation and such supplements, amendments, and additional terms as may be provided from time to time ("Account Documentation"). In the event of any inconsistencies between the terms in this Main Agreement and the Account Documentation, the terms of this Main Agreement shall control. Term of the Agreement. This Agreement shall commence as of the Effective Date and continue for an initial five (5) year term through January 31, 2030, with an option to renew for three (3) additional one (1) year terms, or for such longer term upon mutual agreement of the Customer and the Bank, unless earlier terminated as provided in the Account Documentation, with such renewal period subject to changes to pricing and other terms and conditions as mutually agreed. In the event this Agreement is not formally renewed or a successor Agreement is not executed by the parties by the end of the term and the Bank continues providing Services to the Customer, the term of this Agreement shall extend on a month -to -month basis. 4. Cooperative Purchasing and Use of Agreement. The Bank may, with notice to the Customer, permit one or more additional government entities or political subdivisions ("Additional Parties") to participate in and utilize this Agreement in accordance with applicable law. Additional Parties will enter into their own contracts directly with the Bank. The Customer will not be responsible for any obligation due from any other Additional Party to the Bank, and the Customer shall not be responsible for any disputes arising out of transactions made by other Additional Parties who utilize this Agreement. Public Sector Banking Services Agreement- City of Clermont, FL Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 E-Verify/ Verification of Employment Status. As required by Section 448.095(2)(a) of the Florida Statutes, the Bank shall register with and use the E-Verify System to verify the work authorization status of all newly hired employees. The Customer or Bank may not enter into a contract unless each party to the contract registers with and uses the E-Verify System. The Bank shall provide documentation of their compliance of this requirement to the Customer upon request. If the Bank enters into a contract with a subcontractor, the subcontractor must provide the Bank with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an "unauthorized alien" as defined in Section 448.095. The Bank shall maintain a copy of such affidavit for the duration of this Agreement. The Customer will not intentionally award contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions of the Immigration and Nationality Act ("INA"). The Customer shall consider the employment by the Bank of unauthorized aliens a violation of 8 U.S.C. Section 1324a(e) [Section 274A(e) of the INA]. The Bank agrees that such violation by the Bank shall be grounds for the unilateral cancellation of this Agreement by the Customer. Public Records. The Bank shall comply with Florida's Public Records Laws, Chapter 119, Florida Statutes, and specifically agrees to: a. Keep and maintain public records required by the Customer to perform the services under this Agreement. b. Upon request from Customer's custodian of public records, provide the Customer with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that said public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement, if the Bank does not transfer the records to the Customer. d. Upon the completion of the Agreement, transfer, at no cost, to the Customer all public records in possession of the Bank or keep and maintain public records required by the Customer to perform the services. If the Bank transfers all public records to the Customer upon completion of the Agreement, the Bank shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Bank keeps and maintains public records upon completion of the Agreement, the Bank shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Customer, upon request from the Customer's custodian of public records, in a format that is compatible with the information technology systems of the Customer. e. IF THE BANK HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE BANK'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTOMER'S CUSTODIAN OF PUBLIC RECORDS. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 7. Foreign Country of Concern. The Bank affirms and represents that in accordance with Chapter 287.138, Florida Statutes, it is not owned by the government of a Foreign Country of Concern (as defined in Chapter 287.138(1)(c), Florida Statutes); the government of a Foreign Country of Concern does not have a controlling interest in the Bank; and it is not organized under the laws of or have its principal place of business in a Foreign Country of Concern. 8. Miscellaneous. a. This Agreement, together with the documents incorporated by reference, constitutes the entire agreement of the parties hereto and supersedes any prior understanding or agreement between the parties with respect to the within subject matter. b. Neither party shall be deemed to have waived any right or remedies under this Agreement unless such waiver is in writing and signed by the waiving party. No delay or omission in exercising any rights or remedies shall operate as a waiver of such rights or remedies. c. This Main Agreement may be amended only as otherwise provided by its terms, or upon mutual agreement of the parties as made in writing duly executed by the persons designated by each party. d. In case any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions thereof, and this Agreement shall remain operative and binding on the parties. e. Each party to this Agreement represents and warrants to the other party that all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing. £ Each party to this Agreement further represents and warrants that this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms, and the execution and performance of this Agreement does not breach any agreement of such party with any third party; does not violate any law, rule or regulation; is within its organizational powers; and has been duly authorized by all necessary action of such party. g. Nothing contained herein shall be deemed or construed by the parties, or by any third party, as creating the relationship of principal and agent, advisor, fiduciary, or of partnership or of j oint venture between the parties, it being understood and agreed that nothing contained herein, nor any acts of the parties, shall be deemed to create any relationship between the parties other than the relationship of independent contractors. h. This Agreement and the rights and obligations of the parties hereunder, shall be construed and interpreted in accordance with applicable federal law and the laws of the State of Florida, without regard to its conflicts of laws principles. The Customer and the Bank consent to a court of competent jurisdiction located in Florida in connection with a dispute arising hereunder. i. This Main Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. The parties agree electronic, portable document format (PDF), and digital signatures are the same as handwritten signatures for purposes of validity, enforceability and admissibility. [Signature Page Follows] Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 IN WITNESS WHEREOF, the parties hereto have caused this Main Agreement to be executed by their respective authorized officers as of the Effective Date. City of Clermont, Florida sign By: Name: TIM Murry Title: Mayor JPMorgan Chase Bank, N.A. Signed by: By: 39B9B728845A441... Name: Dominic A D'Amato Title: Authorized Officer 4 Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 ACCOUNT TERMS V1.7_02_03_21 (negotiated) INTRODUCTION This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the "Account Terms") contains the general terms, conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer and supersedes all previous drafts, discussions and negotiations, whether oral or written, between them in connection with the opening of Accounts and receipt of Services. References to the "Bank" shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the "Customer" shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services. All accounts subject to the Account Terms are, regardless of their location, referred to as "Accounts". References to "Services" shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to "Service Terms" shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms. Use of a Service constitutes acceptance of the relevant Service Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account -related documentation, including signature cards and application forms (the "Account Documentation"). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank's prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts or termination of Services. The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms. The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments; Supplement; Waivers) herein 1. Authorized Persons. 1.1 Authorized Persons. The Bank is authorized to rely on any document or designation that identifies a person authorized to act on behalf of the Customer ("Authorized Person") with respect to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen signature for Authorized Persons in the manner requested by the Bank. 1.2 Authorizations. Each Authorized Person is independent of the Bank and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments ("Items"); receive materials related to security procedures; and give instructions ("Instructions"), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may direct: (i) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access) and Section 2.1 (Third Party Instructions) below; (iv) the provision of information regarding the Accounts; (v) any other transaction of the Customer with the Bank; or (vi) the amendment or cancellation of any prior Instruction. 1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit. 1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an "Access Request", and the third party designated in such form will be referred to as a "Third Party"). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank's electronic channels, facsimile transmission, in writing, by telephone and SWIFT message, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party's completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation; such revocation shall be effective when the Bank has received such notice and has had a reasonable opportunity to act upon it. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 2. Security Procedures; Confirmations. 2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank's security procedures as communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security procedures for use of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized. Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile) funds transfer Instructions by telephonic call-back to an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure for Instructions Received through Electronic Channels. If the Bank receives an Instruction in the name of the Customer by means of any of Bank's electronic channels, the Customer's SWIFT BIC codes, or other electronic channels through which the Bank has notified Customer that it will accept Instructions, then Bank may rely on authentication procedures established by such electronic channels as the security procedure. Any such Instruction shall be deemed to have been given by an Authorized Person and shall be effective as that of the Customer, whether or not authorized. By using an electronic channel to provide Instructions to the Bank, the Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure for Third Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deemed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the Customer or the Third Party. 2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction. 3. Deposits. 3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only and are subject to receipt of final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and deadlines to the extent permitted by applicable law or market practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and market practice of the jurisdictions in which the Items are handled for collection. The Bank is not responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. For purposes of determining when an Item is sent to the Customer, the provision of an image of the Item or information identifying the Item (e.g., Item number, amount, date of Item) is a sufficient substitute for the actual Item. 3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank's availability policy and applicable law. If the Bank credits an Account: (i) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank; or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank may defer credit to the relevant Account until it has received final, non -reversible, payment in accordance with applicable law and market practice. 4. Payment of Items. 4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier time when the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer's or Authorized Person's obligations. 4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item. Further, the Customer shall not put any condition, restriction, or legend on any Item; and the Bank is not required to comply with any such condition, restriction or legend. 4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank's check specifications and image standards, published from time to time. The Bank shall not be liable for damages or losses due to any delay or failure in procuring, collecting, or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the direct result of the Bank's gross negligence or willful misconduct. 5. Funds Transfer Instructions. 5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut-off hours on such days. Instructions requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the cancellation or amendment Instruction. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction that the Bank deems reasonable in the circumstances. 5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary's bank, may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary's bank or intermediary bank identified by name. 5.4 Foreign Exchange. (a) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment in a currency (the "Non -Account Currencv") other than the currency of the Account (the "Account Currency"), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non -Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non -Account Currency. If the Bank receives a payment to the Account in a Non -Account Currency, the Bank is authorized to purchase the Non -Account Currency from the Customer and to credit the purchase price to the Customer's Account in lieu of the Non -Account Currency. (b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange transactions on the relevant date. The Bank may generate additional profit or loss in connection with the Bank's execution of a foreign exchange transaction or management of its risk related thereto in addition to the applicable spread. Further, (i) the Bank may execute such foreign exchange transactions in such manner as the Bank determines in its sole discretion; and (ii) the Bank may manage the associated risks of the Bank's own position in the market in a manner it deems appropriate without regard to the impact of such activities on the Customer. Any such foreign exchange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the Customer. (c) Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non -Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of issuance, and the Customer authorizes the Bank to recredit the Customer's Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its sole discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 Interest; Fees; Taxes. 6.1 Interest. The Bank may apply interest on balances in Accounts at rates determined by the Bank in its sole discretion, subject to any withholding or deduction for tax as required by applicable law (including the Foreign Account Tax Compliance Act ("FATCA")). The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). If the rate applied by the Bank is negative, the Customer may be required to make a negative rate payment, including on non -interest bearing Accounts, which the Bank shall be entitled to collect by debiting the Account. 6.2 Fees and Taxes. (a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance -deficiency, and service fees and other charges (collectively "Fees"). The Bank may debit any Account for Fees and/or Taxes, even if such debit creates or increases an overdraft of the Account. References to "Taxes" shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or Services (including payments or receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank. (b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank pursuant to the Account Terms, the Service Terms and any Account Documentation shall be in full, without set-off or counterclaim, and free of any withholding or deduction (collectively, a "Deduction") related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shall: (i) ensure that the Deduction is made; (ii) pay the amount of the Deduction as required by applicable law; (iii) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Deduction shall be equal to the amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction; and (iv) deliver to the Bank, within thirty (30) days after it has made payment to the applicable authority, a certified copy of the original receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes. In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and, where required by applicable law, the Customer shall account for any Taxes directly to the applicable tax authority. 6.3 Tax Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation, and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction. 7. Account Statements. The Bank will issue Account statements, confirmations, or advices ("Account Statements") at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be responsible for the Customer's reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Electronic Account Statements, if applicable, shall be deemed to be received by the Customer when the Bank sends notice to the Customer that the Account Statement has been posted by electronic means (including by posting such Account Statement on a Bank website). 8. Overdrafts. 8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. Unless otherwise agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft or to provide notice of any refusal to permit an overdraft, in each case notwithstanding any prior action or course of dealing. Any overdraft shall be immediately due and payable by the Customer to the Bank, unless otherwise agreed in writing. If the Bank permits an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and/or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice. 8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including the largest transaction first or any other order determined by the Bank, in its sole discretion. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 9. Set Off; Security Interest. 9.1 Set -Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for payment, combine, consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. 9.2 Security Interest. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10. Confidential Information; Agents; Consents. 10.1 Confidential Information. "Confidential Information" means and includes all non-public information regarding the Customer, its Accounts or the Services. The term Confidential Information does not include information which is or becomes publicly available by means other than the Bank's breach of this section, information the Bank develops independently without the use of Confidential Information, or information the Bank obtains from a third -party that is not reasonably known to have confidentiality obligations for such information. (a) The Bank will maintain Confidential Information in the same manner it maintains its own confidential information (b) The Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to use Confidential Information (i) to provide services to and administer the relationship with Customer, (ii) for any operational, credit or risk management purposes, (iii) for due diligence, verification or sanctions or transaction screening purposes, (iv) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption, (v) to improve and develop products or services, including, but not limited to using data analytics, (vi) for compliance with any legal, regulatory or tax requirements or tax reporting or any industry standard, code of practice, or internal policies or (vii) with prior consent of the Customer. (c) In connection with the permitted uses set forth in subsection (b), the Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to disclose Confidential Information to (i) any subcontractor, consultant, agent, or any other unaffiliated third party or service provider, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that the Bank reasonably believes is required in connection with the Services and provided that such parties are subject to equivalent confidentiality obligations; (ii) to the Bank's professional advisors, auditors or public accountants; (iii) the Bank's subsidiaries, affiliates and branches and their relevant parties as set forth in subsection (i) and (ii) herein; (iv) to a proposed assignee of the Bank's rights under the Account Documentation; and (v) with the consent of the Customer. (d) In addition to the foregoing, the Bank may use and disclose Confidential Information as required by (i) applicable law or courts of competent jurisdiction; (ii) governmental or regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over the Bank's or Customer's businesses; or (iii) to establish, exercise or defend claims, enforce legal rights, or satisfy the legal obligations of the Bank. (e) The Customer acknowledges that: (i) permitted disclosures of Confidential Information may be transmitted across national boundaries in the context of outsourcing arrangements and through networks, including networks owned and operated by third parties; and (ii) the Bank may process or store, or engage service providers to process or store Confidential Information on its behalf, both in its own premises and those of its services providers, located in, amongst others, the European Economic Area, the United States of America, India, the Philippines, Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile, South Africa, Russia and any other country where the Bank or such service providers conduct business. 10.2 Agents. The Bank may appoint or retain any agent (who may be any affiliate of the Bank or any unaffiliated third party) either at the Account location or outside, to perform data processing, collection and/or any other services in connection with the Accounts and Services. 10.3 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Authorized Persons, users of the Bank's electronic access systems, officers and directors, employees, beneficial owners, and customers and persons on whose behalf the Customer is receiving or transmitting funds, issuing items or maintaining an Account), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Accounts or Services. 11. Liability Limitation; Force Majeure. 11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the extent of losses or expenses directly resulting from the negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits, loss of business or loss of goodwill), in each case, whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage, expense or liability of any nature to the other for its failure to perform or delay in the performance of its obligations resulting from an act of God, act of governmental or other authority, de jure or de facto, legal constraint, civil or labor disturbance, fraud or forgery (other than on the part of the other party or its employees), war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure or malfunction, including inability to obtain or interruption of communications facilities, or failure of any agent or correspondent, or unavailability or failure of or the effect of rules or operations of a payment or funds transfer system, including non -availability of appropriate foreign exchange or foreign currency, or any cause beyond its reasonable control. 12. Indemnity. The Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) (collectively, "Losses") arising out of or resulting from: (i) the Bank's acceptance or execution of any request, direction or transaction in connection with any Account or any Service provided to the Customer, including Items and Instructions; or (ii) the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank has no responsibility under the Account Terms, the Service Terms or any Account Documentation. Notwithstanding the foregoing, the Bank, its agents, employees, officers and directors shall not be indemnified for any Losses to the extent resulting directly from its own negligence, willful misconduct or fraud. 13. Notices. 13.1 Notice to the Customer. All Account Terms, Service Terms, Account Documentation, notices and other documents may be delivered, made available and/or made accessible to the Customer by ordinary mail or courier at the address of the Customer provided to the Bank, or by facsimile transmission, electronic means and channels (including SWIFT message, emails and by posting on a Bank website) or by such other means as the Customer and the Bank may agree upon from time to time. 13.2 Notice to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 14. Termination. Either the Bank or the Customer may close an Account and/or terminate a Service: (a) by giving the other party not less than thirty (30) calendar days' prior written notice of intent to close or terminate, or (b) immediately upon written notice to the other party in the event of: (i) a breach of the Account Terms, Account Documentation or Service Terms by the other party; (ii) the other party's inability to meet its debts as they become due, receivership, administration, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or required by applicable legal, tax or regulatory requirements, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies, provided however, that any closure and/or termination will be effective only after the Bank has had reasonable time to act on such notice. The Bank shall only be required to process requests or Instructions for transactions that the Bank reasonably estimates will be completed prior to the date of closure of the Account or termination of the relevant Service, but shall not be precluded from completing a request or Instruction received by it prior to the date of the closure or termination. Any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties). In the absence of Instructions from the Customer on transfer of monies standing to the credit of an Account that is being terminated, the Bank may issue a cashier's check and send it to the address of the Customer on the Bank's record. 15. Account Disclosures. 15.1 Rejection of Funds; Reversal of Erroneous Postings. (a) The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be liable to the Customer for doing so, even if such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. (b) The Bank may reverse any transactions posted to the Account if it determines such posting was made in error and that Customer was not entitled to the funds posted. 15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts, may block or suspend an Account, or perform any other function in certain circumstances, including where: (i) there appears to be a dispute relating to an Account, including disputes regarding the persons Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 authorized to issue Instructions; (ii) as required by applicable law, legal process affecting the Account, or order of any relevant government regulatory, judicial or tax authority, including a levy or restraining notice; (iii) the Account is being used as collateral to secure indebtedness to the Bank or its affiliates; (iv) documentation requested by the Bank has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates when due. 15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries, agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross -border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties. 16. Governing Law and Procedure. 16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the jurisdiction in which the branch holding the relevant Account is located. 16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby knowingly, voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable law, all right to, and will not seek, prejudgment interest and a trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms, the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim. 16.3 Venue. In relation to each Account, the courts of the country, state or province in which the branch or affiliate of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and/or the Account and the Customer agrees to submit to the jurisdiction of such courts and waive any objection to venue or their convenience as a forum. 17. Miscellaneous. 17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into, or appear in a language other than English, the English language version shall control. 17.2 Successors and Assigns. The Account Terms, Service Terms and Account Documentation will be binding on each of the parties' successors, assigns and transferees. The parties agree that neither party may assign or transfer any of its rights or obligations under the Account Terms, Service Terms or Account Documentation without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except that the Bank may assign or transfer the Account Terms, Service Terms and Account Documentation (a) to any affiliate or subsidiary of the Bank, or (b) in connection with a merger, reorganization or other restructuring involving the Bank or its business; upon notice to the Customer, and the Customer hereby consents to the same. 17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer. 17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms, the Service Terms and any Account Documentation. References to Schedules, Sections, Subsections and Clauses are to Schedules, Sections, Subsections and Clauses of the Account Terms, the Service Terms and any Account Documentation. Words in the singular import the plural and vice versa. If any provision of the Account Terms, the Service Terms and any Account Documentation shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms the Service Terms and any Account Documentation shall not be affected. The term "including" shall in all cases mean "including without limitation" unless otherwise indicated. The term "affiliates" shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that entity. The term "applicable laws" or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority. 17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and with the Bank's policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 where compliance would, in the Bank's opinion, conflict with applicable law or market practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability. The Bank may direct the Customer (a) to make changes to the activity in the Customer's Accounts, including to cease and desist from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time, and (b) not to use the Accounts to send payments with certain characteristics. The Customer agrees to comply with such directions. 17.6 Amendments; Supplements; Waivers. All amendments must be in writing. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented on notice to the Customer. These amendments or supplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendments or supplements that are required by law may be implemented immediately or as required by law. By signing an Account signature card, Account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms, the Account Documentation, Service Terms and any amendments or supplements, as applicable. The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms, the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Documentation or the Service Terms. The rights and remedies in the Account Terms, the Service Terms and any Account Documentation are cumulative and are not exclusive of any other rights or remedies provided by applicable law. 17.7 Reserved. 17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer ("Users") of their obligations under the Account Terms, Account Documentation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet. 17.9 Recordings. To the extent permitted by applicable law, the Customer acknowledges that the Bank may record and monitor all electronic communications (e.g., telephone and email communication) for the purposes of ensuring compliance with the Bank's legal and regulatory obligations and the Bank's internal policies. The Customer shall notify and obtain their employee's consent to such recording and monitoring where required by applicable law. 17.10 Instructions. Instructions may be sent to the Bank using such means as the Bank may permit from time to time. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and market practices of the applicable clearing or settlement systems or payment networks. 17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank's role or acquiescence in the destruction of the originals. 17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank. Further, Customer shall not make any public announcements (including interviews) or publish any promotional or marketing materials, publicity or press releases, customer listings, testimonials or advertising in relation to the Accounts or Services or the subject matter of these terms and conditions without obtaining the prior written approval of Bank. 17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer: when the Customer opens an Account, the Bank may ask for the Customer's name, address, date of birth (for natural persons), and/or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, shall include any Authorized Person or signatory on an Account. Information. To fulfill the Bank's "know your customer" responsibilities, the Bank will request information from the Customer from time to time, inter alia, regarding the Customer's organization, business, Third Parties and, to the extent applicable, Authorized Persons and beneficial owner(s) of the Customer, the Customer's customers, and their beneficial owners, including relevant natural or legal persons, and the Customer shall procure and furnish the same to the Bank in a timely manner. The Bank may also request further information and/or documentation in connection with the provision of the Accounts or Services. Any information and/or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Customer represents and warrants that all such information Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 and/or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank's requests within the timeframes specified. The Customer will notify the Bank in writing if any Accounts or monies it holds or places with the Bank are subject to restrictions or otherwise held or received by the Customer in a capacity other than previously disclosed to the Bank, including monies being held for the benefit of third parties, whether as fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary, processor or payment service provider, or arising from undisclosed business or similar sources. The Bank may, at its sole discretion and subject to such further conditions as it may impose, including execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer's Accounts that is suspicious or violates applicable laws or sanctions. If the Customer fails to provide or consent to the provision of any information required by this Section, the Bank may close any Account or suspend or discontinue providing any Service without further notice. 17.14 Click-Thru and Electronic Signatures. The Bank may make Service Terms and Account Documentation available to the Customer via electronic means (including by posting on a Bank website or electronic signature platform). The Bank may request that an Authorized Person "click" or electronically sign to indicate the Customer's approval of such terms. The Customer agrees that the act of "clicking" its acceptance or applying its electronic signature (or any similar act which has the same effect) with respect to any such Service Terms or Account Documentation will be evidence of Customer's acceptance of such Service Terms and Account Documentation, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such Service Terms and Account Documentation. 18. Interpleader; Reimbursement. 18.1 Interpleader. The Bank may apply to an appropriate court for resolution of any dispute relating to the Customer's Accounts, including any dispute: (i) regarding the ownership of or entitlement to the funds; (ii) regarding the persons authorized to issue Instructions or act on behalf of the Customer; or (iii) by or amongst persons authorized to act or purportedly authorized to act on behalf of the Customer. If permitted by the court, the Bank may pay funds held by the Bank for the account of the Customer into the court pending resolution of such dispute. 18.2 Reimbursement. The Customer agrees to reimburse the Bank for any expenses, including its attorneys' fees and costs incurred in connection with the resolution of disputes (including interpleader proceedings) or in connection with the Bank's response to, any legal or regulatory process relating to an Account or the Services. 19. Provisional Recredit. In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredit to the Account, even if that reversal results in an overdraft. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 IN WITNESS WHEREOF, the Customer and the Bank have each caused these Account Terms to be executed by its respective duly authorized officer(s). These Account Terms shall be legally binding and deemed effective upon the date fully executed by both the Customer and the Bank. JPMORGAN CHASE BANK, N.A. (Customer) Signature: ES19"Id(Bank)_Signed Signature: by L19B9B1111.1A141 2BA�692F�5ac492... Print Name: —rim urry Print Name: Dominic A D'Amato Title: Authorized Signatory Mayor Title: Aiithnri7Pri nffir.Pr Date: 1 /15/2025 Date: 1 /16/2025 (second authorized signer if required) Signature: Print Name: Title: Date: Authorized Signatory Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 ADDENDUM TO ACCOUNT TERMS (UNITED STATES OF AMERICA) V1.13_06_23_23 (negotiated) Accounts maintained by the Customer with the Bank are subject to the Bank's Account Terms. This addendum ("Addendum") amends or supplements the Account Terms with respect to Accounts maintained in the United States of America ("U.S.") and to Services provided in connection with such U.S. Accounts, regardless of the location where Services are provided. Capitalized terms used in this Addendum, and not otherwise defined, have the meanings set forth in the Account Terms. By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be bound by, the Account Terms which includes this Addendum, each as may be amended or supplemented from time to time. Section 2 of the Account Terms (Instructions; Security Procedures) is amended by adding the following provision: 2.3 The Customer represents and warrants to the Bank that the Customer has not requested funds transfer security procedures other than those expressly agreed by the Customer and the Bank. Section 3 of the Account Terms (Deposits) is amended by adding the following provisions: 3.4 Verification; Adiustments. Receipts issued by the Bank for deposits are based solely on the amounts stated in the deposit ticket. Credits for Items received for deposit or collection (whether or not accompanied by a deposit ticket) are subject to verification and the Bank's receipt of final payment of deposited Items. The Bank may make adjustments to the Account for any errors appearing on deposit tickets or occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 Foreign Currency Items. The Bank may handle Items drawn on a non-U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has received the Items in a deposit. The Customer may not receive provisional credit for such Items or, if provisional credit has been given, the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S. dollars at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. 3.6 Endorsements. Endorsement must be placed on the back of Items only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Encoding. If the Customer encodes information on an Item, the Customer warrants to the Bank and to all other collecting and paying banks of that Item that it is properly encoded and the Customer will be liable for losses related to encoding errors, including any loss due to delay in processing caused by an encoding error. 3.8 Return or Charge Back. The Customer should not use carrier documents (Items placed inside envelopes) in either high-speed forward or return cash letters. The Bank may charge the Account for Items returned unpaid to the Bank or for claims based on asserted unauthorized signatures, endorsements or alterations. 3.9 Collections. The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means. The Bank has no duty to inspect such Item during the deposit and collection process. 3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and to vary applicable deadlines, to the maximum extent permitted by applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks (collectively "Rules & Regulations"). 3.11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank expressly agrees to accept such Items for deposit. In the absence of the Bank's express agreement, the Customer will be solely responsible for any loss or claim in connection with its use of substitute checks. 3.12 Night Depository Deposits. The Bank is not liable for any deposit made through the use of the Bank's night depositories until the Bank issues a written acknowledgement of the deposit. The Bank's count of the amount deposited in a night depository will be conclusive. The Customer is solely responsible for any loss that may be incurred before the Bank verifies the contents of the deposit. 3.13 Remotely Created Checks. If the Customer deposits a remotely created check ("RCC"), as such term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn, authorized the issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from any breach of the foregoing warranty. 3.14 Electronically Created Items. The Customer should not deposit electronically created items ("ECIs") to its account, as such term is defined in Federal Reserve Regulation CC. ECIs are included in the definition of an Item. If the Customer does deposit an ECI, the Customer authorizes the Bank to debit the Customer's account for any claim, return or adjustment related to the ECI, and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from the Customer's deposit of the ECI. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 3.15 ATM Cards. The Bank may issue one or more automated teller machine ("ATM") cards ("Cards") and personal identification numbers ("PINs") to Customer's employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, Customer agrees that Cards will be used only at ATMs owned by the Bank and Customer shall be liable for any transactions and fees resulting from the use of such Cards. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank, in its sole discretion. The Bank may cancel any Card at any time and for any reason, and will notify Customer of such cancellation. The Customer agrees to obtain possession of and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer shall immediately contact the Bank's ATM call center. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank's designated cut-off time will be processed on the Bank's next business day. 3.16 Internet Gambling. The Customer agrees not to conduct any transactions through the Account that are directly or indirectly related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. The term "unlawful Internet gambling," as used in this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). Section 4 of the Account Terms (Payment of Items) is hereby amended by adding the following provisions: 4.5 Cashinq Items. The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a holder who is not a deposit customer of the Bank presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item, or may charge the holder a fee for cashing the Item. 4.6 Signatures. If the Customer establishes an Account which purports to: (i) require two or more signatures on Items drawn on the Account, or (ii) limits the amount for which an Item can be issued, the Customer acknowledges that any such requirements are solely for the Customer's own internal control purposes. The Customer agrees that, provided that the Bank follows its usual and customary procedures for processing and paying Items, the Bank will not be liable for paying any Item (a) lacking the required number of signatures, or (b) in an amount exceeding the applicable limit. 4.7 Fraudulent Items. The Bank provides Services to which the Customer may subscribe, such as Positive Pay and Reverse Positive Pay, which are reasonably designed to prevent payment of unauthorized or altered Items. Customer agrees that failure to use such Services will constitute Customer negligence contributing to the making of an unauthorized signature or the alteration of an Item, and the Customer will assume the risk that Items paid against its Account may be unauthorized or altered. In that event, the Customer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items The Bank shall not be required to re -credit Customer's Account or otherwise have any liability for paying such Items to the extent such Services would likely have prevented such loss. 4.8 Obscured Endorsements. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of processing delays caused by the Customer's: (i) issuance of an Item in such a manner that information, marks or bands on the back of the Item obscure endorsements; or (ii) placement of an endorsement on the back of the Item which obscures other endorsements. 4.9 Negotiation Outside of U.S. If an Item is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the Rules & Regulations, as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments. A stop payment Instruction from the Customer will be effective with respect to an Item if: (i) the Bank has a reasonable opportunity to act on such Instruction prior to its payment or encashment, which shall be at least one (1) full Business Day following the Business Day on which the Bank received the Instruction; and (ii) the Instruction is in the form required by the Bank, the information is complete and is delivered to the location designated by the Bank. For purposes of this Section, "Business Day" means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained. Stop payment Instructions, unless otherwise provided, will be valid for one (1) year and will automatically renew up to six (6) additional years unless the Bank receives Customer's revocation of a stop payment Instruction. The Customer may request, through the Bank's call center or other authorized representative, a non-renewable stop payment, which will be effective for a period of time agreed to by the Bank. The Bank shall not be liable for any Item properly paid or cashed prior to the effective time of a stop payment request. The Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it. 4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss caused by the alteration or unauthorized signature or endorsement on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank's failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon the extent to which their respective failures to exercise ordinary care contributed to the loss. The Bank may process any Item by electronic means and is not required to inspect the Item payed by automated payment processing. 4.12 Non -Standard Items. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of Customer issuing Items that do not meet industry standards for Items (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary). Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 Section 5 of the Account Terms (Funds Transfer Instructions) is amended by adding the following provisions: 5.4 Foreign Exchange. (d) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment from its Account in the Account Currency to a beneficiary account the Bank determines is a Non Account Currency account, the Bank is authorized in its discretion to enter into a foreign exchange transaction to convert the Account Currency funds into an amount of the relevant Non -Account Currency of such beneficiary account and complete the funds transfer as provided in Section 5.4(a) above. 5.6 Funds Transfer by Check. If the Customer, through the Bank's funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to issue a check as agent for the Customer in accordance with the Instruction. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not presented for payment within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 Credit Entries Received Through Automated Clearing House (ACH) System. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword "PRIORITY" in such field as the Bank specifies, the Bank will use reasonable efforts to execute such payment order in advance of the Customer's standard payment orders. If the Customer's payment order bears the codeword "TIMED" in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For "TIMED" payment orders, funds in the Customer's Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt, all payment orders are subject to the Bank's acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer. 5.10 Real Time Payments. Payments received through the Real Time Payment System operated by The Clearing House Payments Company LLC ("RTP System") will be processed pursuant to the RTP Operating Rules and any other applicable Rules & Regulations, to which the Customer agrees to be bound. If the Customer receives a payment through the RTP System on behalf of another person or entity, such other person or entity must be a resident of, or otherwise domiciled in the United States. In the further transmission of any such payments, the Customer agrees to comply with all applicable US laws and regulations, including, without limitation, those administered by the US Office of Foreign Assets Control. 5.11 Messaging Standards. To the extent there is any inconsistency between a fund transfer financial messaging standard and the governing law set forth in Section 16.1, the governing law set forth in Section 16.1 will govern. Section 6 of the Account Terms (Interest; Fees; Taxes) is amended by adding the following provisions: 6.4 Earnings Credit Account Analysis. (1) The Customer may instruct the Bank to calculate and apply the Earnings Credit Account Analysis service (the "ECR Service") on eligible Accounts. The Bank will calculate a credit (the "Earnings Credit") by applying an earnings credit rate (the "ECR") to all or a portion of the balances held in the eligible Account (the "ECR Balance"). (2) The Bank will apply the Earnings Credit calculated for each billing period as an offset (an "ECR Application") against fees and charges actually incurred by the Customer during the same billing period for the use of the Bank's products or services, including, fees and charges related to certain products or services of the Bank and/or its affiliates (the "Charges"). The Bank shall determine the manner and sequence of the ECR Application in its sole discretion. Any excess Earnings Credit remaining after an ECR Application expires immediately and will not be carried forward or backward in relation to the billing period in which the Fees are charged. The Customer remains responsible for paying all remaining Charges after the ECR Application. (3) The Customer hereby acknowledges and agrees that: (i) Earnings Credit is not interest and, unlike interest, is not and will not be paid by the Bank to the Customer and has no equivalent cash value, (ii) Earnings Credit earned by the Customer may be utilized in an ECR Application against Charges owed by a different affiliate, subsidiary or related entity that agreed to participate in this ECR structure by executing the required terms; and (iii) various branches, subsidiaries and certain affiliates of the Bank may transfer to any other branch, subsidiary or affiliate of the Bank (a) any Earnings Credit earned by the Customer or any of its subsidiaries, affiliates or related entities and/or (b) their respective rights to receive payment in relation to Charges incurred by the Customer or its affiliates, subsidiaries, or related entities who are participating in the ECR Service. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 (4) The Customer represents and warrants to the Bank that it has made and will continue to make an independent assessment of the legal, regulatory, accounting, and tax implications of entering into this Addendum and the ECR Service, and acknowledges that the Bank makes no representation as to how the ECR Service or the Earnings Credit will be interpreted or treated for legal, tax, accounting or any other purpose. (5) The Bank, in its sole discretion, may terminate the ECR Service for any reason immediately. The Customer may terminate the ECR Service at any time upon notice to the Bank, provided, however that the Bank shall have a reasonable opportunity to act upon any termination request. Section 7 of the Account Terms (Account Statements) is amended by adding the following provisions: 7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all examinations and reports of Account activity including errors, as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement. 7.3 Obligation to Inspect. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement ("Errors"). The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which the Item was reported to have been paid. The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error and must provide all supporting evidence that the Bank requests. Failure to comply with the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer's claimed loss and the Customer shall be barred from bringing any action against the Bank. 7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of six (6) or more months, the Bank is not required to provide an Account statement until additional activity occurs in the Account. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of twelve (12) or more months, the Customer may be unable to access the Account until the Customer contacts the Bank. 7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account -related information ("Advices") to a party designated by the Customer, including information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, telephone, through internet sites, or as otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of Advices, including the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. Section 10 of the Account Terms (Agents; Information) is amended by adding the following provision: 10.4 Offshoring. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units located in any country in which Bank conducts business or has a service provider. The Customer authorizes Bank to transfer Customer information to such affiliates, branches or units at such locations as the Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided. Section 15 of the Account Terms (Account Disclosures) is amended by adding the following provisions: 15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre -authorized or automatic transfers or withdrawals or telephonic/electronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a savings sub -account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non -interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days' notice prior to a withdrawal from a savings account (including a savings sub -account) or an interest -bearing negotiable order of withdrawal account ("NOW Account"). 15.6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub -account. 15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account, into a non -interest bearing demand deposit sub -account and a non -interest bearing savings sub - account; (ii) in the case of a NOW Account, into an interest bearing NOW sub -account and an interest bearing savings sub -account, and, in both cases, to transfer funds on a daily basis between these sub -accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub -accounts and any transfers between them on the Bank's books and records only. The sub -accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer's demand deposit or NOW sub -account, which it may change at any time. To the extent funds in the demand deposit or NOW sub -account exceed the target balance, the excess will be transferred to the Customer's savings sub -account, unless the maximum number of transfers from the savings sub -account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub -account exceed the available balance in the demand deposit or NOW sub -account, funds from the Customer's savings sub -account will be transferred to the demand deposit or NOW sub -account up to the entire balance of available funds in the savings sub -account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub -account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the Customer's savings sub -account, and such funds will remain in the demand deposit or NOW sub -account for the remainder of the calendar month or statement cycle. 15.9 Branch Designation. The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Customer and will not change the Bank's operations, Services or customer support. 15.10 No Fiduciary Relationship. Bank's relationship with Customer concerning the Accounts is that of a debtor and creditor. No fiduciary, quasi - fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. Section 16 of the Account Terms (Governing Law) is amended by replacing Section 16.1 with the following provision: 16.1 Reserved. Section 16 of the Account Terms (Governing Law) is amended by adding the following provision: 16.4 In the event the Bank is required to remit funds to any state as abandoned property, the Account may be charged for fees in remitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. Section 17 of the Account Terms (Miscellaneous) is amended by adding the following provisions: 17.15 When the Customer provides the Bank any information requested by the Bank under its "Know Your Customer" or Anti -Money Laundering or other compliance polices pertaining to any natural or other persons, the Customer represents and warrants to the Bank that the Customer has obtained that person's consent that the Bank may make continued use of that person's information in order for the Bank to discharge any of its responsibilities in connection with "Know Your Customer" or Anti -Money Laundering, or other compliance purposes. 17.16 Beneficial Ownership. Customer agrees to adhere to the FinCEN Customer Due Diligence final rule which requires certain entities to provide and certify beneficial ownership information to the Bank at 10% and provide information on a controller when opening a new USD account. The Bank is required to collect and validate certain information (e.g. Name, Address, DOB, SSN or Passport # for non US individuals) for new accounts impacted by the rule. If an entity is exempt from rule, the Bank may require documentation to support the exemption. 17.17 Payable Through Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U.S., it shall not permit its customers to conduct banking transactions in the U.S. through the Customer's Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means which would enable its customers to draw on the Customer's Account. These types of arrangements are typically called "payable through accounts" and are prohibited under these Account Terms. The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is prohibited without the express written approval of the Bank. 17.18 No Advice. The Customer acknowledges and agrees that the Bank has not provided and will not provide any investment, tax or accounting advice or recommendation in relation to the Accounts or any investments made under any Service. 17.19 ERISA Status. The Customer will notify the Bank in writing, reasonably in advance of the Account opening, if any Accounts or monies it holds or places with the Bank are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), together with all the rules promulgated thereunder, or Section 4975 of the Internal Revenue Code, together with all the rules promulgated thereunder. The Bank may, in its sole discretion and subject to such further conditions as it may impose, including, without limitation, execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. 17.20 Additional Representation for ERISA Benefit Plans. (i) If the Customer is or represents a "benefit plan," as defined in Section 3(42) of ERISA, and U.S. Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA (together, the "Plan Asset Rules" and each such benefit plan investor, a 'Benefit Plan"), or is acting on behalf of one or more Benefit Plans, the Customer represents and warrants that: (6) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan. (7) the Benefit Plan fiduciary (the "Plan Fiduciary") is independent of the Bank, and is not an individual acting for his or her own Individual Retirement Account, and such Plan Fiduciary is either (a) a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the "Advisers Act"), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan; (c) an investment adviser registered under the Advisers Act or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (a)(1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) a broker -dealer Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 registered under the Securities Exchange Act of 1934, as amended; or (e) has, and will at all times have, total assets of at least U.S. $50,000,000 under its management or control; (8) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and Services; (9) the Plan Fiduciary is a "fiduciary" with respect to the Benefit Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the receipt of Services by the Benefit Plan; (10) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms; and (11) the Plan Fiduciary has been informed (a) that the Bank is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Services; and (b) of the existence and nature of the financial interests of the Bank, as disclosed in the Account Terms and Service Terms. (ii) The representations and covenants in the above clauses are intended to comply with the U.S. Department of Labor's Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked or repealed, these representations shall be deemed no longer in effect. 17.21 FDIC Part 370 Disclosure. If the Customer's Account is eligible for "pass through" deposit insurance from the Federal Deposit Insurance Corporation (the "FDIC") as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if the Bank becomes insolvent or enters into receivership (hereinafter a "Bank Receivership"), the Customer will: (a) cooperate fully with the Bank and the FDIC in connection with determining the insured status of funds in each Account, and (b) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to the Bank in the format specified by the FDIC (see: www.fdic.gov/regulations/resources/recordkeeping/index.html). The Bank shall provide the Customer an opportunity to validate its capability to deliver the information described in (b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed. The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will be placed on each Account once a receiver of the Bank is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds. Notwithstanding other provisions in this Agreement, this section survives after the FDIC is appointed as the Bank's receiver, and the FDIC is considered a third party beneficiary of this section. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 IN WITNESS WHEREOF, the Customer and the Bank have each caused this Addendum to be executed by its respective duly authorized officer(s). This Addendum shall be legally binding and deemed effective upon the date fully executed by both the Customer and the Bank. (Customer) Signed by: E Signature: 9 asz.. Print Name: Tim Murry Title: Authorized Signatory Mayor Date: 1 /15/2025 (second authorized signer if required) Signature: Print Name: Title: Date: Authorized JPMORGAN CHASE BANK, N.A. (Bank) Signed by: E39B9B728845A441 Signature: Print Name: Dominic A D'Amato Title: Authorized Officer Date: 1 16 2025 Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank's policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank's cutoff time established for that location (which will be no earlier than 2 p.m. local time), then the Bank will consider that day to be the day of deposit. However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank's automated teller machines (ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: • Cash; • Wire transfers; and • Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: • U.S. Treasury checks that are payable to the Customer; • Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and • At least, the first $225 from a day's total deposits. If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; • Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $225 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above, it will notify the Customer and specify when the funds will be available. If a deposit is not made directly to a Bank employee, or if the Bank decides to take this action after the Customer has left the premises, the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longer period under the following circumstances: • The Bank believes a deposited check will not be paid; • Deposited checks for all of the Customer's accounts total more than $5,525 in any one day; • The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or • There is an emergency, such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,525 of that day's total deposits of cashier's, certified, teller's, traveler's and federal, state and local government checks payable to the Customer will be available on the first business day after the day of deposit. The excess over $5,525 Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank's employees, the first $5,525 may not be made available until the second business day after the day of deposit; and Funds from all other check deposits will be made available no later than the fifteenth business day after the day of deposit. G. Large Dollar Deposits. The U.S. Federal Reserve Banks will not forward process any Item over $99,999,999.99 and considers such Items as "non -cash items." Such Items should not be deposited in the Account. If Customer does deposit such an Item, the Bank may refuse to process such Item or handle it as a collection Item. If handled as a collection Item, Customer credit and availability will be deferred accordingly. This Availability Policy and availability schedules may be changed without notice. © 2021 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 ELECTRONIC SIGNATURES SERVICE TERMS V1.4_11_17_20 These Service Terms set forth the terms and conditions upon which the Bank will accept documents and Instructions related to the Account and Services (including commercial card services, if applicable) signed by any person authorized to sign such documents on behalf of the Customer ("Authorized Signer") using an electronic signature ("E-Signed Document"). The provisions of the account documentation, including terms and conditions governing the operation of Accounts and Services ("Account Documentation") are incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms, unless otherwise defined herein shall have the meanings set forth in the Account Documentation. Neither the Customer nor the Bank are obligated to use or accept electronic signatures. The Customer may request that a document presented to it through a Platform be provided for manual signature. The Bank may require that the Customer provide a document or instruction manually signed by an Authorized Signer along with evidence of the Authorized Signer's authority to execute such document or instruction. 1. Eligible Platforms. By using an eligible e-signature platform ("Platform") to send an E-Signed Document to the Bank, the Customer shall be deemed to accept these Service Terms and provide consent to use the below Platforms to send and receive any document and information related to the Account and Services (including commercial card services, if applicable) to and from the Bank, which for the avoidance of doubt shall be binding on the Customer (to the exclusion of any terms and conditions provided by the Customer). The Bank only accepts E-Signed Documents signed through Platforms acceptable to the Bank on the terms set forth herein. The Bank may accept E-Signed Documents signed through a Platform in instances where the signing event was initiated by the Bank or internally by the Customer. A list of Platforms is available from JPMorgan upon request. E-Signed Documents signed through a Platform must include a signature panel or other indicator evidencing the document has not been modified since the signature was applied and a certificate of completion or audit trail providing details about each signer on the document, which must include, at a minimum, the signer's email address and timestamp ("Completion Document"). 2. Configuration of Platforms. The Customer is responsible for its own use and configuration of each Platform. Security features (including, without limitation, encrypted messages, additional authentication requirements or features designed to prevent a document from being reassigned to another individual for signature) are included on the Platform for the benefit of the Customer (including, without limitation, to mitigate against fraud). By choosing not to use (or, in the case of encryption, not having the capability to use) any one or more security features, the Customer accepts the risks associated with not using such security measures. The Bank is not liable for any loss suffered by the Customer as a result of the Customer not using such security measures. The designated recipient of an email received from a Platform may not forward such email to another person for e-signature. If a document is misdirected, the recipient should contact the Bank or use functionality within the Platform to reassign the document to an Authorized Signer. The representations and warranties given by the Customer in these Service Terms will in no way be affected by a Customer's choice not to use a security feature. 3. Authority Documents; Personal Data. The Customer has separately provided the Bank with documentation (i) showing or certifying the authority of its Authorized Signers to sign documents on behalf of the Customer and (ii) containing the correct name, business email address, and telephone numbers ("Personal Data") for each Authorized Signer ("Authority Documents"). The Customer represents and warrants that the information contained in the Authority Documents is accurate and complete, and that the Customer will promptly notify the Bank if there are any changes to the Authority Documents, including if an Authorized Signer's authority is modified or revoked. The Bank is authorized to rely on the information set forth in the Authority Documents until it receives and has had a reasonable time to act on such notice. In instances where the Bank initiates the signing event, the Bank will share Personal Data with the Platform for the sole purpose of facilitating the e-Signing process, and the Customer and Authorized Signer hereby, and by executing an E-Signed Document, consent to the sharing of such information and waives (to the extent permissible) any restrictions on sharing such information under applicable law, including banking secrecy, if applicable. Personal Data will be kept by the Platform for the duration of the e-Signing process and will be deleted after a period of two years. 4. Bank's Review of E-Signed Documents. Upon receiving an E-Signed Document, the Bank will review the applicable Completion Document and current Authority Documents to (i) to verify that the signer of the E-Signed Document is an Authorized Signer, and (ii) verify that the email address associated with the electronic signature on the E-Signed Document is the email address of an Authorized Signer. The Bank will not verify whether the electronic signature in an E-Signed Document matches the specimen signature held by the Bank. The Customer agrees that verification of each E-Signed Document in accordance with this paragraph shall be deemed as prima -facie evidence of its having been duly executed by the Authorized Signer whose electronic signature appears thereon. 5. Customer Representations and Warranties; Acknowledgements. The Customer represents and warrants on a continuous basis that (i) each E-Signed Document has been validly executed by duly Authorized Signer(s) in accordance with the requirements of applicable law in the Customer's place of incorporation and, to the extent relevant, the Customer's constitutional documents; and (ii) each E-Signed Document constitutes a valid, legal, enforceable and binding obligation of the Customer. The Customer acknowledges that the Bank has relied on the foregoing representations and warranties when accepting E-Signed Documents. The Customer confirms that each E-Signed Document constitutes an electronic record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such printed copies will be treated to the same extent and under the same conditions as other original business records created and maintained in documentary form. The Customer represents and warrants that it has commercially reasonable policies and procedures intended to prevent unauthorized access to email messages delivered to any Authorized Signer at the Authorized Signer's business email address, which include the following: (i) each Authorized Signer is assigned a unique business email address; (ii) the Authorized Signer's access to the business email account requires at least the use of a unique username and password; and (iii) the Authorized Signer is required to maintain the security of the log -in password and other security used to access the business email account and not to reveal them to any other person. 6. Limitation of Liability; Indemnification. Bank assumes no responsibility or liability arising from operation of a Platform or the transmission, treatment or storage of any data by a Platform, including, without limitation, any Personal Data. In consideration of the Bank accepting E-Signed Documents, the Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) arising out of or resulting from the Bank's reliance on these Service Terms or on an E-Signed Document executed on behalf of the Customer. 7. Governing Law. Without prejudice to any other provision in the E-signed Documents relating to governing law, these Service Terms and any non -contractual obligations arising out of or in relation to its terms shall be (i) with respect to Accounts located in North America, Central America, South America, Asia (except the People's Republic of China ("PRC"), India and Vietnam), Australia and New Zealand, governed by and construed in accordance with the laws of New York (except as set forth herein), (ii) with respect to Accounts located in Europe, the Middle East and Africa, governed by and construed in accordance with the laws of England, (iii) with respect to Accounts located in India, governed by and construed in accordance with the laws of India, (iv) with respect to Accounts located in the PRC, governed by and construed in accordance with the laws of the PRC, (v) with respect to Accounts located in Vietnam, governed by and construed in accordance with the laws of Vietnam, and (vi) with respect to commercial card services, governed and construed in accordance with the laws of New York. Any disputes arising out of or relating to its terms or any non -contractual obligations arising out of or relating to its terms will be submitted for resolution to the exclusive jurisdiction of the courts of the country or state at which the relevant Account is located, without reference to the conflicts of laws provisions thereof, provided, however, for Accounts located in the PRC, any such disputes will be submitted for resolution to the China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration which shall be conducted in accordance with CIETAC's arbitration rules in effect at the time of applying for arbitration and the hearing place shall be Beijing. The Customer agrees that Personal Data will be subject to the laws and legal procedures of the jurisdictions where Platform's databases are located and to the Platform's data retention policy. 8. Entire Agreement. These Service Terms shall constitute the entire agreement between Bank and Customer with respect to the use and acceptance of electronic signatures related to the services provided under the Account Documentation. Therefore, any terms and conditions displayed through a Platform, on the Platform's website, or on the Customer website, or any other Customer terms and conditions, related to the use and acceptance of electronic signatures shall not be binding on Bank or the Customer. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 V5.5_07_28_23 (signature block added only) Consolidated Service Terms J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative. TREASURY SERVICES (UNITED STATES) COMMERCIAL BANK Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 Welcome to JPMorgan Chase Bank, National Association ("J.P. Morgan", "Chase', or "Bank"). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet ("Booklet") contains the terms and conditions for certain cash management services ("Service Terms") J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regarding Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. This Booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. All Service Terms are subject to the Bank's Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and/or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. We look forward to serving your business needs and thank you again for choosing Chase. SERVICES FOR CUSTOMERS A. ACH Origination Service Terms V2.2_10_28_22 B. ACH Transaction Blocking ACH Transaction Blocking with Positive Pay and ACH Transaction Review Service Terms V1.3_07_28_23 C. Lockbox Service Terms V1.5 05 20 21 D. Coin and Currency Service Terms V1.6_12_06_19 E. Positive Pay Reverse Positive Pay and Payee Verification Terms V1.5_01_04_23 F. Controlled Disbursement Service Terms V1.4 10 25 13 G. Image Cash Letter Service Terms V1.10_05_24_21 H. Check Print Service Terms V2.0 07 17 20 I. ACH Tax Payment Service Terms V1.1_11_26_13 J. Remote Capture Services Terms V1.3_10_16_19 K. JP Morgan TS Electronic Channels Service Terms V4.2_02_12_20 L. Healthcare Link Processing Service Terms V1.3 08 25 22 Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 SERVICE TERMS - CONSOLIDATED SERVICE TERMS BOOKLET The services described herein (each a "Service") are subject to the Bank's Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms A. ACH ORIGINATION SERVICE TERMS The origination of ACH Entries and the transmission and issuance of other transactions and information will be pursuant to these Service Terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated Clearing House Association. Capitalized terms used in these ACH Service Terms, unless otherwise defined in the account documentation or these Service Terms, shall have the same meanings as set forth in the Rules. Customer and JPMorgan Chase Bank, N.A. (the "Bank) agree to comply with and be bound by the Rules as in effect from time to time. Service. Bank provides automated clearing house ("ACH") origination services that will enable Customer to do one or more of the following: originate ACH Debit Entries; originate ACH Credit Entries; and instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other information pertaining to the Entries. Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. Further, the Customer's origination of WEB, TEL and AT Entries requires additional pre - approval by the Bank; if the Customer attempts to originate such Entries without first obtaining such approval, the Entries may be suspended, delayed or rejected pending completion by the Bank of product due diligence, know -your -customer and/or other review as the Bank determines to be necessary in its discretion. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator. It is Customer's responsibility to provide Entries and instructions to Bank with all the necessary information to complete Customer's requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria Bank specifies for acceptance. All requests to Bank must be received by Bank before Bank's established cut-off time in order for processing to commence on that ACH processing day. Any request that is incomplete or that Bank finishes receiving after the relevant cut-off time will be processed by Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned. If Customer wants Bank to re -process those transactions or transmissions, Customer must correct them and re -submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank's auditors and other personnel with reasonable access at all reasonable times to the Customer's facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer's compliance with these Service Terms and the Rules. Security and Data Protection Procedures. All instructions received by Bank in Customer's name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or information in Customer's name. Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or encrypted using commercially reasonable security technologies meeting standards acceptable to Bank. If Customer uses a security procedure other than as described above, Customer acknowledges that Customer refused Bank's security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer's name and accepted by Bank in compliance with the security procedure Customer chose. If Customer elects not to utilize recommended message authentication and/or encryption technology, Customer assumes all responsibility for unauthorized disclosure or unauthorized access to Customer's data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver's account number or routing number to any third party for such third party's use, directly or indirectly, in initiating a separate Debit. 3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer's account with Bank that Customer specifies for the total of: Customer's Debit Entries that Bank processed for settlement that day; RCCs issued for deposit to Customer's account on that day; and any returned or reversed Credit Entries. Bank may delay the availability of funds deposited into Customer's account by Debit Entry or RCC until those transactions cannot be reversed in accordance with the Rules or applicable law. Bank will debit Customer's account with Bank that Customer specifies for the total of Credit Entries processed in Customer's name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer's behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that. 4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and covenants that (a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained Bank's express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank's express consent to do so. Customer agrees to indemnify Bank and Bank's employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (a) Customer's breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof. Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry. Stop Payments; Reversals and Recalls; Rejections. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified. If Customer originates Debit Entries to an account or accounts at a financial institution that is not a Participating Depository Financial Institution in the ACH system (such account hereafter called a "Non-ACH Eligible Account"), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank's prior consent, pursuant to which Bank will process each such Debit Entry to a Non-ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an "RCC"), on the Customer's behalf. The RCC will be drawn in the amount and on the Non -Eligible ACH Account of the individual or entity specified as the receiver in the Customer's instructions and will be deposited to the Customer's designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank shall not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non-ACH Eligible Accounts and only when the Bank has consented to provide such service, even if the Customer includes an instruction in its file for the Bank to otherwise originate an RCC or paper draft. 6. Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer's behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer's provider and Customer is responsible for all costs and expenses of Customer's provider. 7. Notification to Bank if Customer is or Becomes a Third Party Sender. Customer will not initiate Entries as a Third Party Sender or otherwise originate Debit Entries or Credit Entries on behalf or for the benefit of other persons or entities without prior notification to, and approval of, the Bank. Accordingly, Customer will notify Bank if Customer at any time intends to become a Third Party Sender and will not commence such activity unless and until Bank approval is obtained. 8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels that support IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank's ACH origination channels can be used for IAT origination. If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer's account in the currency in which Customer's account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank's jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank's or RDFI's review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date. 9. Same Day Entries. The terms set forth in this Section 9 apply to any Same Day Entry, as such term is defined in the Rules, originated by the Customer. From and after the effective date specified under the Rules for Same Day Credit Entries and Same Day Debit Entries (or such other dates as may be communicated to the Customer by the Bank), subject to the conditions set forth in this Section 9, any Credit Entry or Debit Entry submitted to the Bank that meets the criteria set forth in the Rules for a Same Day Entry ("Same Day Criteria") may be processed and released by the Bank in such time and manner as to enable same day processing and settlement by the applicable ACH Operator and RDFI. The Bank may, in its sole discretion, provide the Same Day ACH Service to its customer segments on either an opt -out basis or an opt -in basis. If the Service is provided to the Customer on an opt -out basis, any Credit Entry or Debit Entry transmitted to the Bank in the name of the Customer that meets the Same Day Criteria may be processed as a Same Day Entry (from and after the Respective Implementation Date), and the Customer will be charged applicable fees for such processing. The Customer may elect to exclude transactions from Same Day ACH processing by notifying the Bank in writing (or by such other means as the Bank may specify) of specified Company IDs that the Customer wants to exclude from Same Day ACH processing even if the Same Day Criteria are met. In such case, the Bank will exclude files/Entries with such Company IDs from the Service. If the Service is provided to the Customer on an opt -in basis, the Customer may request that its originated Entries meeting the Same Day Criteria be processed on a same day basis; otherwise, such Entries will not be processed on a same day basis. As a result of the implementation of the Same Day ACH processing, there may be changes to the posting times for Entries; Same Day ACH Entries as well as Entries originated to accounts of Receivers at the Bank may be posted to Receivers' accounts earlier than posting was occurring prior to implementation of Same Day ACH processing. Notwithstanding anything to the contrary contained in these Service Terms, certain Bank transmission channels will not provide capability for origination of Same Day ACH Entries or will provide such capability at a later time than other channels. 10. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank's termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer's breach of the Rules. B. ACH TRANSACTION BLOCKING/ACH TRANSACTION BLOCKING WITH POSITIVE PAY AND ACH TRANSACTION REVIEW SERVICE TERMS 1. ACH Transaction Blocking (a) Service. JPMorgan Chase Bank, N.A. ("Bank") provides a service that allows Customer to block and return ACH debit and credit entries originated to Customer's account with Bank. Customer can select from a variety of authorization or blocking criteria and advise Bank in a manner and form acceptable to Bank. Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused. (b) ACH Company IDs. If Customer elects an option that blocks or allows ACH debits or credits from specified companies, Customer will be solely responsible for obtaining the correct ACH Company ID for each such Originator. Customer must supply the Bank, through the designated user interface, with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The ACH Company ID will be the sole criterion for blocking debit and credit entries (unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator Customer understands that ACH Company IDs are not unique and that an ACH Company ID may identify more than one Originator, and one Originator may have multiple ACH Company IDs. Customer understands that ACH Company IDs are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses an ACH Company ID other than the one Customer identifies. Bank will not be responsible for transactions blocked or allowed in accordance with the instructions Customer provides for the ACH Company ID. 2. ACH Transaction Blocking with Positive Pay (a) Service. Bank also provides a service that allows Customers who are currently setup on ACH Transaction Blocking to elect an optional billable feature which provides notification to Customers prior to posting or return of any ACH debit entries and/or credit entries identified as unauthorized and/or authorized, regardless of established ACH Transaction blocking parameters set by Customer. (b) Bank will provide such notification to Customer by a method prescribed by Bank, and Customer shall have an opportunity to provide instructions to Bank prior to a designated cut-off time ("Cut -Off Time")s, and in a manner and form acceptable to the Bank, to either (a) allow the debit Entries and/or credit Entries to post rather than returning them (where the Customer's Block rule specifies return of such Entry), or (b) return the debit Entries and/or credit Entries instead of allowing them to be processed (where the Customer's Block rule specifies processing of such transactions). If the Customer does not provide such instructions prior to such designated cut-off time or if an Entry with a same day effective date is received after such designated cut-off time, Bank will disposition such Entries in accordance with the Customer's established ACH Transaction Block rules for that account. (c) Additionally, Customer may provide instructions to Bank prior to a designated Entry cut-off time, and in a manner and form acceptable to the Bank to add allowable or non -allowable IDs to their ACH Transaction Blocking profile rule directly from transactions details presented for decisioning. (d) Settlement and availability of funds may be delayed as a result of an ACH transaction held until the Cut -Off Time. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 3. ACH Transaction Review (a) Service. Bank provides a service that allows Customer to review ACH debit and credit entries originated and posted to Customer's account with Bank and to instruct Bank to return some or all of these transactions. Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions it wishes to review or Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. (b) Review and Return Process. Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer's account. The details provided by Bank for each entry will include account number, dollar amount, ACH Company ID, receiver's name, standard entry class code and settlement date. (c) Customer shall advise Bank by means of an agreed upon transmission method not later than Bank's designated cut-off time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that Customer wishes to return. Bank is entitled to rely on any instructions which it receives and which it reasonably believes to be genuine. Bank shall return all such transactions and make corresponding adjustments to the Customer's account to which the transactions had been posted. All transactions reported to Customer as to which Bank does not receive a timely return instruction from Customer will remain posted or be returned based on the Transaction Review profile default decision setting established by the Customer. (d) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer's account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction, or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. 4. ACH Transactions Not Subject to ACH Transaction Blocking, ACH Transaction Blocking with Positive Pay or ACH Transaction Review. Notwithstanding anything to the contrary in these Service terms, the following types of ACH transactions will not be made available for Customer's review and decisioning: • debits or credits to Customer's account to offset any ACH entries originated by Customer through Bank ; • reversals of previously received ACH entries. • returns or reversals by the RDFI of ACH entries originated by Customer through Bank; • reclamation entries; • debits or credits to Customer's account initiated by Bank or Bank's agent or affiliate to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges Customer owes Bank or Bank's affiliates; and • if Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to that service. 5. Incorporation of Account Documentation. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Transaction Blocking and/or Transaction Review Services, Customer agrees to these Service Terms. C. LOCKBOX SERVICE TERMS Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. Through this service, the Customer's remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer's deposit account. 1. Lockbox Service. The Bank shall provide the Customer remittance processing and deposit services as described in these Service Terms (the "Service" or "Lockbox Service") to support its accounts receivables business needs. Through this Service, the Customer's remittances are sent to a designated post office box ("Post Office Box") and/or delivered to or via courier to the designated Bank location by the Customer. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. The Bank may direct the Customer to include specific codes or formats within its assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring its customers' payments to Customer are properly addressed in order to prevent delays in processing. Customer agrees not to send cash to the Bank in connection with the Lockbox Service. The Bank will collect all mail from the designated Post Office Box and deliver it to the Bank's lockbox processing site(s). The Bank will open the mail, process the remittance information and process the checks or cheques (collectively, "checks") eligible for this Service (the "Items") in accordance with the Customer's instructions and the Statement of Work and/or Service Guide (as such terms are defined below), if applicable. Upon completion of the remittance processing work, Bank will image the eligible Items and process them for credit to the Customer account or process for collection the Items received, except: (i) Items which the Customer has instructed the Bank in writing, and the Bank has agreed not to process; (ii) Items which the Bank believes should receive the Customer's special attention; (iii) Items for which the Customer is not the payee, unless (x) the Customer has instructed the Bank to accept all payees or (y) the Customer has provided proper authorization to process for credit or collection of such Items; and (iv) any other matter or merchandise received (collectively, "Remittance Processing"). The Bank will not process Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer irrevocably appoints the Bank (and all persons the Bank designates in connection with the Lockbox Service) to endorse Items with the Customer's name. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank and shall be deemed to make all of the warranties of a transferor of such Item under applicable law. (a) The Customers requiring "Caller Service" or "Business Reply Mail Service" (as such terms are used by the United States Postal Services ("USPS")) or any similar service at the USPS or Canada Post Corporation ("CPC") for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the USPS or the CPC, as the case may be, and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer's failure to pay the USPS or the CPC, as the case may be, for such services or any other action taken or not taken by the USPS or the CPC, as the case may be. (b) The Bank may, at its sole discretion, provide the Customer additional optional Services including, without limitation, Decision Manager (as defined below), non -deposit remittance Items (i.e., the Bank will process and deposit only Items that meet the Customer directed rules for deposit), early transmission of remittance data, customized grouping and sorting of Items (i.e„ the Customer instructs the Bank to further group and sort the contents of its mail according to criteria specified by the Customer) and imaging and additional data capture requirements of remittance data to create customized transmission files and reporting (collectively, the 'Value Add Services"). The Customer shall submit to the Bank a completed implementation requirements document (the "Statement of Work") instructing the Bank to perform the Value Add Services agreed to by the Customer and the Bank. The Customer may receive user guides and other materials ("Service Guides") setting forth the terms and conditions upon which such Value Added Services shall be provided to the Customer by the Bank. The Customer acknowledges and agrees that Remittance Processing and, if applicable, the provision of Value Add Services (collectively, "Pre -Deposit Processing") may result in Items not being deposited until completion of such Pre -Deposit Processing in accordance with Customer's instructions. Decision manager ("Decision Manager") is an exception workflow tool to which clients can subscribe. Upon the Bank's review of the mail and remittance information for Items that do not meet a Customer's specified requirements for deposit (e.g., check and invoice amounts do not match, incorrect payee name, incorrect amount, etc.) or reported as processing exceptions ("Exception Items"), the Bank will notify the Customer of such Exception Items by posting such Exception Items on a designated website or application. The Customer must communicate its decision for Exception Items within the deadline indicated in the Statement of Work. The Customer agrees that the Bank shall not deposit such Exception Items until the Bank receives an instruction from the Customer. If the Customer fails to provide an instruction within the timeline specified, the Bank will either return the Item unprocessed to the Customer or follow the default instruction specified in the Statement of Work. (c) If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that action. (d) The Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to the Customer as unprocessable; provided, however, upon Customer's request, but at the sole discretion of the Bank, the Bank may process or collect foreign checks on behalf of Customer subject to terms and conditions in the Account Documentation. 2. Availability Schedule. The Bank will deposit eligible Items to the Customer's designated deposit account in accordance with the Bank's Availability Schedule provided to the Customer. The Customer agrees that Items that require special handling may receive delayed availability. 3. Returned Items; Re -presentment. If any Item is rejected, reversed, or returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the Bank has been instructed in writing by the Customer to re -present Items which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re -presentment. 4. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than fourteen (14) days. All original documents will be destroyed fourteen (14) days after processing. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer If the Customer elects, the Bank will provide images of the Items ("Imaged Items") received together with images of related documents ("Imaged Documents"), through a delivery media ("Delivery Media") at the intervals agreed upon between the Bank and the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction, per the Customer's selection. If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer through the Delivery Media. 5. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data. 6. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this Service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear. 7. Disclosures. As between the Customer and the Customer's clients, if applicable, certain payments collected hereunder may be subject to various cut-off times and payment deadlines (the "Disclosures"). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the Disclosures and the Customer's responsibilities under applicable laws and regulations. D. COIN AND CURRENCY SERVICE TERMS Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for coin and currency, make deposits and track activity by location through electronic reporting options. 1. Cash Orders 1.1. Placement of Cash Orders. The Customer may issue written instructions for the Bank to release United States coin and currency ("Cash") to an armored courier service (the "Courier") as designated by the Customer in accordance with the Bank's guidelines ("Cash Order"). The Customer acknowledges that Cash Orders may be transmitted to the Bank only during such times as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount set forth in the Cash Order. If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank's branch locations by issuing a check to debit the Customer's account at the Bank or as a "cash for cash" exchange. If there are insufficient funds in the designated account, the Bank is authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank. 1.2. Cash Order Limits. The Bank and the Customer may agree to limit the amount of Cash that may be delivered pursuant to a Cash Order ("Cash Limit"). 1.3. Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48 hour period may be denied and the Customer will have no right to refuse or receive an adjustment after such time period. 1.4. Cancellations and Amendments. A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act on behalf of the Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier ("Cancellation"). A Cash Order may only be amended telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered. 1.5. Notice of Rejection/Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest. 1.6. Security Procedure. The Bank must receive a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location (collectively, "Codes"). The Customer agrees that use of the Codes constitutes a security procedure for verifying the authenticity of the Cash Order as being that of the Customer ("Security Procedure")... The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a "cash for cash" exchange or issuing a check to debit the Customer's account at the Bank. 1.7. Geographical Limitations. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer's store/office locations in the United States. 2. Cash Deposits Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 2.1. Standard Courier Service. The Customer may deliver and pick up shipments of Cash or checks to or from the Bank by using the services of a Courier that has been authorized by the Bank, who will act solely as the Customer's agent. The Courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services to the Customer. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to Customer's Courier, Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission even if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier if the Bank has followed its customary procedures for identifying the individual. 2.2. Deposit Presentment and Processing for Standard Courier Service. With regard to deposits delivered to one of the Bank's vault locations, the Customer's Courier must deliver deposits in sealed tamper -proof plastic security deposit bags that meet the standards described in the Bank's guidelines and contain only Cash and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer's authority to redeem food stamps. The Bank will open the bags and process the deposits. (a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer's deposit slip. This receipt is not an acknowledgment of the contents of any bag. 2.3. Courier Service through the use of a Smart Safe or Recycler Machine. The Customer may use the services of a courier that has been authorized by the Bank, who will act solely as the Customer's agent. The courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. The Customer will receive Advance Credit only for Cash placed in Deposit Cassette (as defined below) component of the machine. The Customer's courier is authorized to transmit the Cash information only with regard to the Deposit Cassette component of the machine to the Bank on the Customer's behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer's designated account. The courier will deliver the Cash to the Bank as directed by the Bank at the Customer's expense. The Customer authorizes the Bank to instruct the courier to pick up any Cash for which the Bank has given provisional credit at any time at the Customer's expense. For purpose of these Service Terms, "Deposit Cassette" is the component of the machine whereby the Customer places Cash into such component and only the courier is able to access such Cash once it is placed in the Deposit Cassette. 2.4. Deposit Presentment and Processing through the use of a Smart Safe or Recycler Machine. The Customer agrees that once the Cash is in the Deposit Cassette component of the machine, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information from the Customer's courier with regard to deposits or adjustments to the Customer's deposit account with the Bank. Once the Customer's courier has completed the verification of the Cash from the Deposit Cassette component of the machine and has transmitted the deposit/adjustment information to the Bank, the Cash is then placed into the Bank's inventory at the courier's location. In the event of a dispute related to the amount credited to the Customer's deposit account, the Customer will initiate its claim and request for an investigation with its courier. 2.5. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer, the receipt provided to the Customer or its agent upon initial presentment or the transmission received from the courier on the Customer's behalf, the currency will be re-counted for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide, the "Threshold" amount, the Customer's representative designated in the service implementation questionnaire will be notified of the adjustment, and an adjustment fee will be charged. If the discrepancy is in the Threshold amount or less, the Bank will not adjust the Customer's account, the Bank will retain the discrepancy amount, and no adjustment fee will be charged. The Bank's determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer. 2.6. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer's account, the Bank is not responsible for any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag... 2.7. Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank's unattended facilities (including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number ("PIN"). The Customer must return all access devices to the Bank upon request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer's Courier is physically present at one of the Bank's unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility. 2.8. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer's responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 2.9. Geographical Limitations of Cash Deposits. Cash Deposits must be delivered to the Bank by Customer's courier and from Customer's physical store/office locations in the United States. Cross -border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited E. POSITIVE PAY REVERSE POSITIVE PAY AND PAYEE VERIFICATION TERMS JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer, in accordance with the provisions set forth in these Positive Pay, Reverse Positive Pay and Payee Verification Service Terms (these "Service Terms"), with one or more of the services listed below (each a "Service") that help prevent check fraud on deposit accounts by identifying discrepancies between checks ("Items") presented to the Bank for payment from the Customer's demand deposit account associated with the Service (the "Account") and those Items that are issued by Customer. The provisions of the Bank's account documentation, including terms and conditions governing the operation of business accounts and services as well as other service guides or material (the "Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms. 1. Services. With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to Items being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on Items that have been presented for payment. and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information, and the Bank compares such information against the payee names on Items that have been presented for payment. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account. 2. Issuance Information. The following information is defined as "Issuance Information" for each Item: (i) Account number on which the Item is drawn; (ii) Item serial number; (iii) dollar amount; (iv) issue date (not as part of Reverse Positive Pay); and (v) for Payee Verification only, the payee name. For Positive Pay and Payee Verification, the Customer must provide the Bank the Issuance Information by the banking day on which the Customer issues Items by means of a mutually -agreed -upon transmission method. With Positive Pay, the Bank will compare items (i), (ii) and (iii) (and, in the case of Payee Verification, item (v)) of the Issuance Information with the applicable information from the Items presented to the Bank for payment against the Account. If Customer has properly set up an issue date limitation, then Bank will compare the date the Item has been paid with the issue date in the Issuance Information. For Reverse Positive Pay, the Bank will provide the Customer access to the Issuance Information, and the Customer will compare such information with the Items Customer has issued. 3. Discrepancies. For Positive Pay and Payee Verification, if an Item is presented to the Bank for which it has not received timely Issuance Information or that contains information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented to the Bank for payment. If Customer fails to provide the Issuance Information (including, in the case of Payee Verification, the payee name) in the file format required by the Bank, the Bank will not be liable for failing to detect any discrepancy between the Item and the Issuance Information or for processing and payment of such Item. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment ("Presentment Decision"). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide access to the Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is not authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any Instructions by the Customer which it receives and which it reasonably believes to be genuine. If a Customer attempts to change an Instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request. "Banking Day" means any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be open for business. 4. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items which have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACH transactions. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification service (the "Threshold Amount"). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer's Account; however, Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to Payee Verification, the Bank will compare the payee name provided in the Issuance Information to the payee lines contained in the name/address block identified on the Item (presented as provided for in the Bank's set-up requirements) and will otherwise be limited to those parameters specifically agreed to by the Customer and Bank. Customer understands that Bank will not be liable to Customer (i) for any discrepancy in the payee name if the discrepancy was not detected due to the check stock or the print format of the Item not passing the Bank's testing (including, without limitation, with respect to the payee name placement) or (ii) for any discrepancy in the payee name if the payee name was handwritten on the Item. 5. Voided Items and Stop Payments. For any Item listed on Customer's Issuance Information which Customer decides it no longer wishes to pay: (a) if the Item is physically in the Customer's possession, Customer may place a void notice in the Issuance Information for such Item, or (b) if the Item is no longer physically in its Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 possession, the Customer must place a stop payment request with the Bank in accordance with the Bank's requirements and the Account Documentation. If the Customer does not place a stop payment request for an Item not physically in Customer's possession as set forth in (b) above and instead places a void notice, Customer agrees (i) that Bank may debit the Customer's account for the payment of such Item and (ii) that Customer will be liable to Bank for any damages Bank may suffer as a result of the Customer's failure to place a stop payment on such Item. 6. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any Item for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank's adherence to these procedures in these terms, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account. 7. Over the Counter Presentment and Encashment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. If an Item is presented for encashment or deposit at one of the Bank's branch locations at the teller line and the account is under the Positive Pay or Payee Verification Service, the Customer authorizes the Bank to pay such Item at the teller line based upon the Issuance Information. If an Item is presented for encashment at one of the Bank's branch locations at the teller line and the account is under the Reverse Positive Pay Service, (i) the Customer authorizes the Bank to pay such Item pursuant to the Bank's policies and procedures for encashment, (ii) Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services; and (iii) Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over-the- counter. The Bank may charge a person who cashes an Item drawn on the Customer's Account a fee at the time of encashment. 8. Non -Standard Items. The Service(s) shall not apply to any Item that does not meet the Bank's set-up requirements for Items to be eligible for the Services (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary) ("Non -Standard Items"). Customer acknowledges that (i) the use of Non -Standard Items may increase the likelihood of fraud, such Non -Standard Items may not be accepted for deposit at financial institutions, and the use of Non -Standard Items may lead to processing delays in the failure of such Non -Standard Items to systemically be matched to the Issuance Information at the time they are presented to the Bank for payment, and (ii) the use of Non -Standard Items may result in the Bank's fraud protection services not being able to operate as designed such that Non -Standard Items may not be able to be returned within the legal timeframe. Customer acknowledges that Non -Standard Items may be treated as non -cash items for purposes of Regulation CC. Customer agrees that the Bank may, without liability to Customer, refuse to deposit any Non -Standard Item, including, without limitation, refusing to accept the deposit at any of the Bank's branch locations. Customer agrees that Customer's decision to use Non -Standard Items which result in the inability to meet the formatting standards required by the Bank's Service(s) to operate as designed (systemic matching of the Issuance Information to the Item at the time it is presented for payment) constitutes negligence contributing to the making of an unauthorized signature and/or a material alteration of the Item (collectively "Unauthorized Item") in situations where a Non -Standard Item is paid against the Customer's account that the Customer claims is an Unauthorized Item, (a) Customer assumes the risk of loss to the extent that such Service(s) would have detected the Unauthorized Item if it had used check stock that met the Bank's formatting requirements, (b) Customer shall not claim against the Bank, and the Bank shall have no obligation or liability to Customer to recredit any such account for any such loss, and (c) the Bank will have exercised ordinary care if it pays an Item drawn on any Customer account based upon industry standards without any further inspection of any such Item, even if it is an Unauthorized Item. 9. Incomplete Activations and Service Suspensions. Customer agrees that the Bank shall have no obligation or liability to Customer in accordance with these Service Terms (i) in the event the Services are suspended by Bank in accordance with the Account Documentation; or (ii) prior to Customer taking all required steps to fully implement the Services (including, without limitation, Customer's final activation of the Service [i.e., actioning "pending positive pay"] on the applicable Bank electronic channel). Customer also understands that it may be billed for the Services notwithstanding that it has not taken all required steps to fully implement the Services. F. CONTROLLED DISBURSEMENTS SERVICE TERMS Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain control over idle balances and automate funding transfers and is designed to provide disbursement totals early each business day. 1. Controlled Disbursement Account. Each controlled disbursement account ("Controlled Disbursement Account"), except as set forth herein, shall be opened and maintained in accordance with the Account Documentation. Customer agrees that if it fails to utilize one of the Bank's positive pay services on the Controlled Disbursement Account, that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Customer assumes the risk that checks or drafts ("Items") presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services. 2. Payment of Items. Bank, on each banking day, will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same - day settlement arrangement. Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation. 3. Over -the -Counter Presentment. Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. 4. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account. 5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding Customer's Controlled Disbursement Account. 6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 7. Financial Condition. In the event of the deterioration of the financial condition of the Customer, as determined in the Bank's sole discretion, the Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit account without prior notice to the Customer. 8. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer's Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney's fees and costs, resulting directly or indirectly from Customer's breach of this Section 8. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 8, Bank may immediately terminate this Service or any Service feature upon notice to the Customer. G. IMAGE CASH LETTER SERVICE TERMS 1. Service. JPMorgan Chase Bank, N.A. (the "Bank") which may include designated agents of the Bank, will provide Customer with image cash letter services for Checks as defined below (the "Service") in accordance with the provisions set forth in this document (the " Service Terms"). The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services and the ACH Origination Service Terms as may be applicable ("Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. 2. Transmission and Processing. Customer shall provide through its own methods or devices the captured check images and check data from the Check, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the "Transmissions") in the format and specifications required by the Bank's File Standards and within the cut-off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank's or any transferee's standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, "Checks" shall mean original paper checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer's account at the Bank. 3. Image Cash Letter File Deposit Time. The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been received by the Bank when the entire file has been written onto the Bank's system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 4. Customer Liability. Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment -related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present a Transmission or the original Check or substitute check more than once to the Bank if the initial Transmission was processed as an ACH transaction and shall be responsible for any and all losses or claims resulting from the Customer presenting such Check or Transmission for payment more than once through any method. 5. Suspension/Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer's account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days' prior written notice to the other party; provided, however, that the terms of Section 9 will apply to any termination prior to the time period set forth in the Pricing Schedule. 6. Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank's technology or any work or any part thereof, and all right, title and interest in and to the Bank's technology will remain solely with Bank or its subcontractors. 7. WARRANTIES AND DISCLAIMERS. 7.1 CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK THAT: (A) EACH TRANSMISSION CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A RECORD OF ALL APPLICABLE MICR - LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID; (E) CUSTOMER WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY TRUNCATE AND CREATE TRANSMISSIONS FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI -MONEY LAUNDERING PROGRAM IN COMPLIANCE WITH ANTI -MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI -MONEY LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER'S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; (1) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; AND (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE. 7.2 DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK'S PROCEDURES. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE AND THIRD PARTY SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK'S RECOMMENDED SYSTEM CONFIGURATION. 8. INDEMNIFICATION. IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK'S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY'S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (i) CUSTOMER'S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) A BREACH OF ANY WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW, CLEARING HOUSE RULE OR REGULATION. 9. Pricing Schedule/Volume/Termination Penalties. Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges/fees and the volumes, as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer. Such termination fee shall be paid within thirty (30) days' after the effective termination date. 10. Audit. Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank. 11. Customer Offering Mobile Check Delivery Application. If Customer offers its own customers ("Customer's Client") a mobile deposit solution through the Customer's (or its vendor's) mobile check delivery application ("Application"), allowing the Customer's customer to capture pictures of the front and back of eligible Checks from their mobile device and to send the images to Customer through the Application, Customer also represents and warrants the following: A. Customer will only send images of Checks that are made payable to Customer. B. Customer has established internal controls and procedures relating to Checks delivered to it through an Application, to comply with the requirements of these Service Terms. C. Customer's Clients are required to enter into the Customer's Application service terms and conditions or a similar agreement setting forth the Customer's Client's obligations and limiting the use of the Application for only original paper checks that are made payable to the name of the Customer. Such terms shall include the Customer Client's agreement that use of the Application constitutes their issuance and delivery of the Check to the Customer, and the Customer is a holder of the Check. D. Customer prohibits use of the Application from OFAC prohibited countries. 12. Online Adjustments Services. If Bank and Customer agree, Customer will submit its adjustment requests through the web -based SVPCO Online Adjustment Service ("Online Adjustment") based on the following terms: For Customers choosing the deposit account option where they settle for the Items through the Customer's deposit account at Bank ("Deposit Account") option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time ("SVPCO Rules"). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments ("Form"). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer's Account for any adjustments and related fees. Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Online Adjustment. Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House. H. CHECK PRINT SERVICE TERMS The Check Print Service enables the Customer instruct the Bank to create and mail checks and/or documents on behalf of the Customer. 1. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the "Print Order"). Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders. Print Orders may include printing of non-payment documents ("Documents") if agreed to by the Bank based upon these Service Terms. 2. Check PUII Requests. For any Print Order received by the Bank, the Customer may request the Bank to pull a check(s) from processing by completing the Bank's manual check pull request form ("Check Pull Request"); provided, however, that a Check Pull Request will not be effective unless and until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon such request. A Print Order may not be amended or modified. The Bank has no obligation to adjust or stop the payment or posting of a Print Order it has accepted. 3. Receipt of Print Orders. The Customer shall transmit Print Orders to Bank to the location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service Terms. 4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other documents Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 to be completed and included with the check issuance ("Documents"); and (d) mail or send the check by courier along with any Documents as agreed upon (collectively, the "Issuance"). The Customer expressly grants the Bank the authority to create and process such Issuances. 5. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service or given electronically, orally, by telephone or facsimile transmission. 6. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein. 7. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank's acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change. 8. Limitation of Liability. The Bank's liability shall be limited to direct damages caused by the Bank's failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful. 9. Cashier's Checks. If the Bank creates cashier's checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier's check print file information ("File Information") to the Bank by the Bank's cut off time on a given day ("Day One"); (b) the Customer authorizes the Bank to debit the Customer's designated account ("Funding Account") for the amounts shown on the File Information on Day One; (c) as the cashier's checks from the File Information are being processed, the account reconciliation issue file ("ARP File") must match the date of funding found in the File Information of the next banking day ("Day Two"); (d) for any cashier's check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier's check, the Bank is authorized to reject the creation of such cashier's check; (e) fully funded cashier's checks will be printed on Day Two; (f) if the Customer is using one of the Bank's online services, Customer will be able to view information regarding the cashier's checks which were funded and created and those that were rejected; (g) any information from the File Information which can not be used to create a cashier's check will be communicated to the Customer for further research and reconciliation; (h) if any cashier's check is returned as undeliverable, the cashier's check will remain outstanding in the Bank's cashier's check account and escheated according to applicable laws and regulations. If the payee of a cashier's check claims that the cashier's check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank's procedures. I. ACH TAX PAYMENT SERVICE TERMS 1. Service. Bank will provide a service (the "Service") whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay: • any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time; • certain state taxes; and • certain municipal taxes. Bank may pay taxes from Customer's account in accordance with any instructions issued in Customer's name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association ("NACHA Rules"). 2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, "Business Day" means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined). The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an "International ACH Transaction" (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an "International ACH Transaction" (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 3. Tax Payment Security Procedures. (a) A Bank -issued or approved access code and PIN and/or other security device ("Security Device") is required to access the Service. The Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the "User Guide"). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at anytime and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access. Customer shall designate an administrator (the "Administrator") who shall have authority in accordance with the operational instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i) designating individuals as users ("Authorized Users"); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each Authorized User of his/her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank's request, a list of Authorized Users. 4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank's security procedures. The Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration. 5. Funding. Customer authorizes Bank to debit Customer's applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer's applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on customer's behalf. Bank may change or cancel the limits anytime without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority. 6. Warranties; Indemnity. Except as specified below, Customerwill be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the NACHA Rules. Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States. Customer agrees to indemnify Bank and Bank's employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorney's fees and costs) resulting directly or indirectly from (a) Customer's breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment. Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment. 7. Stop Payments; Reversals and Recalls. Customer's instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified. 8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. 9. Limitation of Liability. Bank's maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 10. Incorporation of Account Documentation; Termination. The Bank's terms governing the operation of business accounts and services ("Account Documentation") are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank's termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer's breach of the NACHA Rules. J. REMOTE CAPTURE SERVICE TERMS Remote Capture is a remote scanning service that processes remittances and promotes Customers' efficiency in their businesses. Through this service, the Customer's remittance deposits can be imaged and transferred to the Bank via a Bank supplied data platform for further processing and posting to the Customer's deposit account. 1. Service The Bank, which may include designated agents of the Bank, will provide Customer with Remote Capture services for domestic transactions (the "Service") in accordance with the provisions set forth in this document (the "Service Terms"). The Service allows Customer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashiers checks, traveler's checks payable in U.S. Dollars and drawn on U.S. banks or U.S. Postal Service Money Orders, payable to the Customer) by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a "Scanner"), to create an electronic image of an original paper check or item and other paper source documents (collectively, "Item") and transmitting the image of the Item ("Item Image") and related data to Bank. The provisions of the Lockbox Service Terms, Account Terms, Client Access Service Terms, and any other applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. (a) Customer agrees that after the Item Image has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items. (b) Customer agrees that a copy made from the Item Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. (c) Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank's sole discretion. 2. Processing Customer shall provide through Bank approved devices, including a desktop scanner or mobile device, the Item Images in the format and specifications and in accordance with the procedures required by the Bank. The Bank may process the Items as substitute checks, electronic images or photos -in -lieu, as may be applicable for further clearing through another financial institution, clearinghouse or the Federal Reserve Bank. Customer assumes sole responsibility for the creation of these images and their subsequent provision to the Bank. If any Item Image does not meet the Bank's or any transferee's standard processing requirements, in processing such Items, Customer assumes all risk of loss or delay and authorizes the Bank to either (a) return the Item to the Customer without further processing, (b) process the Item as sent from the Customer, (c) process the Items as photos--in-lieu of the originals, or (d) repair or attempt to repair the items for further processing. Access to the Item Images and the use of a mobile device in conjunction with the Service are governed by the Client Access Service Terms, as may be amended from time to time. 3. Deposit Time Item Images are deemed received by the Bank when the Item Images have been transferred onto the Bank's system and validated by the Bank. Based upon the size of the batch of items, there may be a significant delay between the time Customer begins to send the items and the completion of the transfer as stated above. If Bank receives and validates the submitted deposit transmission no later than the Bank's designated cut off time (the "Cutoff Time") on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays ("Business Day"), Bank will consider that Business Day to be the day of deposit (i.e., the date deposit is credited). If Bank receives and validates the submitted deposit transmission after the Cutoff Time or on a non -Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank's internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer's computer or device. For this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time. 4. Foreign Items The Service only accepts and processes Items drawn on U.S. chartered banks. 5. Warranties. 5.1 Customer represents and warrants to Bank that: Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 • Customer will capture and transmit all Item Images using Bank approved hardware and software applicable to the Service's function; • Any image Bank receives accurately and legibly represents all of the information on the front and back of the Item as of the time the Item was truncated; • The information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR -line information required for a substitute check and the accurate amount of the Item; • The Item Image conforms to the technical standards for an electronic Item set forth in Regulation J or Federal Reserve Bank Operating Circular 3, and for a substitute check set forth in Regulation CC; • No person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item it has already paid; • Customer will not redeposit through this Service any Item previously deposited and returned to Customer; • Customer will employ commercially reasonable security measures, including firewalls, sufficient to protect against unauthorized access or duplicate presentment; • Customer will only transmit Items that originated as paper checks; • Customer will comply with all applicable laws and regulations; • Customer will not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority; and • If the Customer is depositing Items on behalf of third parties, the Customer also represents and warrants to the Bank that with respect to each Item deposited through the Service, the owner of the Item has authorized the electronic transmittal of the Item and guarantees all prior endorsements; Customer has established an anti -money laundering program in compliance with anti -money laundering laws and regulations applicable to it and such anti -money laundering program includes policies, procedures and controls designed to detect and prevent money laundering, including "know -your -customer" policies and procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which Customer believes effectively prevents the use of Customer's operations, personnel or facilities for money laundering purposes. 6. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features. 7. Disclaimer. Bank makes no representations or warranties, whether express, implied or statutory regarding or relating to any of the software, capture devices or other hardware and/or access to or use of them or the related materials and the Service. Bank specifically disclaims any and all implied warranties of merchantability and fitness for a particular purpose and non -infringement. Bank and its subcontractors also do not guarantee that Customer's access to the Services will be uninterrupted, error free or secure. 8. Indemnification. Customer agrees to indemnify and hold the Bank harmless for any loss or expense (including attorney's fees and expenses of litigation) resulting from: breach of any of the warranties made by Customer pursuant to these Service Terms or the Lockbox Service Terms; any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearing house rules applicable to Items as either the bank of first deposit, truncating or reconverting bank. 9. Customer Liability. Customer shall be solely responsible if any item for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement, warranty claims or return. Information and data reported under these Service Terms: (a) may be received prior to final posting and confirmation and are subject to correction and (b) are for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment -related information as received from the Customer. Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer agrees to provide a legible copy of an image or the original Item if requested by the Bank. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Item. 10. Suspension/Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer's account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days' prior written notice to the other party. 11. Intellectual Property Ownership. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank's technology or any work or any part thereof, and all right, title and interest in and to the Bank's technology will remain solely with Bank or its subcontractors. 12. Audits. Customer agrees that the Bank shall have the right to audit Customer's books, records, processes and procedures for managing and maintaining the security and safety of the scanners, transmissions and original Items, including the right to audit Customer's and Customer's agents, if any, physical locations where Customer scans original Items and processes electronic check images and data related to the Service. . Customer agrees that the use of scanners, including mobile devices, in conjunction with this Service is limited to the United States. K. J.P.MORGAN TREASURY SERVICES ELECTRONIC CHANNELS SERVICE TERMS 1. Service and Service Terms. The Bank will provide a service (the "Service") for electronic access to the Customer's account information, reports and data (collectively, "Data") and for the electronic transmission to the Bank of messages, service requests, and payment and non-payment instructions (each an "Instruction") and from the Bank of messages, notifications and alerts, via the J.P. Morgan Access' Online, J.P. Morgan Access® Mobile, J.P. Morgan Host-to- Host/managed file transfer and J.P. Morgan Treasury Services API channels. The Bank reserves the right to modify the applications and products available via the Service. The Service is governed by these terms (the "Service Terms"), which incorporate the Bank's terms governing the business accounts and services, including service terms that govern the Bank's processing of Instructions transmitted via the Service (collectively, the "Account Documentation"), as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used in these Service Terms, and not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Customer. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 2. Security Procedures and Other Controls 2.1. General. The security procedures for each channel are set forth below, as may be modified on notice to the Customer through any medium (each, a "Security Procedure"). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Controls unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification to the procedures and requirements that are designed to strengthen the Security Procedures. 2.2. Security Procedures and Other Controls for Access Online and Mobile Channels. 2.2.1. Access Online. The Security Procedure for verifying payment Instructions given in the Customer's name via the Access Online channel is validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by a Bank issued or approved security device ("Security Device") assigned to that Authorized User and Bank transaction review as specified in Section 2.5. 2.2.2. Access Mobile. The Security Procedure for verifying payment Instructions given in the Customer's name via the Access Mobile channel is either (i) validation of the registration with the Bank of the mobile device, a biometric identifier, and the private swipe key of an Authorized User (as defined in Section 2.6 below) and transaction review as specified in Section 2.5 or (ii) validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by Security Device assigned to that Authorized User and transaction review as specified in Section 2.5. 2.2.3. Controls Offered to Customer. For Access Online and Mobile, the Customer may choose to apply certain controls offered by the Bank to the Customer from time to time designed to reduce the Customer's risk of unauthorized transactions. The Customer is responsible for choosing controls that are appropriate for the Customer taking into account, among other things, the nature and scale of the Customer's business, including the size, type and frequency of payment orders normally issued to the Bank, and the nature of its technical environment, internal accounting controls and information security policies and procedures (collectively, "Customer Internal Controls"). The Security Procedure that is established by agreement of the Customer and the Bank herein is established in view of the Customer Internal Controls applied by the Customer. For the avoidance of doubt, none of the controls described in this Section are part of the Security Procedures for the channels. 2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer Channel. The Security Procedure for verifying payment Instructions given in the Customer's name via the Host-to-Host/managed file transfer channel is authentication of a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the "Signature Certificate") and transaction review as provided in Section 2.5. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of a corresponding security key (the "Transport Certificate") and the Signature Certificate. Each of the Signature Certificate and the Transport Certificate are referred to herein as a "Certificate" and the corresponding security key as a "Security Key". 2.3.1. Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates and Security Keys notified to the Customer, including but not limited to Certificate validity period, key strength and cryptographic specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and any other information in the manner and form designated by the Bank. The Bank shall have the right to rely on any request that the Bank believes in good Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 faith to have been sent by the designated security administrator ("Security Administrator"), notwithstanding that such Security Administrator may be a third party acting on behalf of the Customer. 2.3.2. Certificate Expiration. Notwithstanding any courtesy notifications the Bank may send to the Customer regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration. 2.4. Security Procedure and Certificate/Token Procedures for API Channel. The Security Procedure for verifying payment Instructions given in the Customer's name via the API channel is authentication of a Signature Certificate and transaction review as provided in Section 2.5. 2.4.1. Secure Session. The Customer and the Bank will establish a secure session between the Customer and the Bank by validation of either (i) a Transport Certificate or (ii) a Bank -generated token ("API Token"). 2.4.2. Certificate Procedures and Requirements. The Customer and the Bank will use the procedures set forth in Sections 2.3.1 and 2.3.2 for the use of Certificates for the API channel. 2.4.3. API Token Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for API Tokens, as amended from time to time, including but not limited to the generation and safekeeping of any credentials used for the validation of the API Token, notified to the Customer. The Bank shall have the right to revoke an API Token at any time, including in reliance on a request or communication related to an API Token that the Bank believes in good faith to have been sent by the Security Administrator, notwithstanding that such Security Administrator may be a third party acting on behalf of Customer. Any request to the Bank to update an API Token shall be made solely in the manner and form designated by the Bank. 2.5. Transaction Review. In addition to the Security Procedures described above, the applicable Security Procedure for each channel also includes transaction review based on various risk characteristics. The transaction review shall be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call-back verification, may be required to complete certain transactions identified by the Bank through transaction review. 2.6. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures, Security Devices, API Tokens and any credentials used for the validation of the API Token are known to and used (i) in the case of Access Online and Mobile, only by individuals designated as users by the Security Administrators ("Authorized Users"), or, (ii) in the case of the Host-to- Host/managed file transfer and API channels, only by the Security Administrators, as applicable. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure, a Security Device, API Token, any credentials used for the validation of the API Token or any other breach of security. The Bank may dishonor or disable any Security Device, API Token, any credentials used for the validation of the API Token or any aspect of the Security Procedures at any time without prior notice and will inform the Customer of the same. In addition, each Customer must implement its own physical and logical security, as well as management controls, that appropriately protect the hardware, software, and access controls used in the transaction process from unauthorized access and use. 2.7. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in Section 2.8 below. The Bank is entitled to rely on any such designation of a Security Administrator. The Customer agrees to notify the Bank of any change in Security Administrators in the manner and form designated by the Bank. Any such change shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. 2.8. Security Administrator Responsibilities. Each Security Administrator shall be authorized by the Customer to and be responsible for (i) designating individuals as Authorized Users with respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service that each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements with respect to the Access Online and Mobile channels; (iv) managing the Customer's Certificates and corresponding Security Keys or API Tokens and any credentials used for the validation of the API Token with respect to the Host-to-Host/managed file transfer and API channels, as applicable; (v) receiving and distributing materials, notices, documents and correspondence relating to the Security Procedures, as applicable; and (vi) advising each Authorized User of his/her obligations hereunder or under any of the applicable Account Documentation. The Security Administrators shall provide to the Bank, upon the Bank's request, a list of Authorized Users for the Access Online and Mobile channels. In the absence of a valid designation of a Security Administrator at any time or in the event that, after reasonable efforts, the Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices, API Tokens (and any attendant credentials) and materials and deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts. 2.9. Processing. The Customer acknowledges that the application of the Security Procedures and any controls unilaterally implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction. 3. Open Network Access; Equipment THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON -INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR -FREE, WITHOUT DELAY OR UNINTERRUPTED. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System") necessary for the Customer to access and use the Service in accordance with the Bank's recommended system configuration. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software. The Customer shall at all times maintain current and effective anti -virus, anti-spyware or other security software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks and liabilities associated with the operation, performance and security of its System and the use of the Internet or other open networks, failure or use of Customer's or third party equipment, hardware, browsers, operating systems and/or other software or programs, and services or persons outside of the Bank's control, and the Bank disclaims all such risks. The Customer shall not use any equipment, hardware, software or program that harms the Bank. The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses arising, directly or indirectly, from the Customer's use of Customer's or third -party software or program. The Bank may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity. 4. Instructions; Data 4.1. The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions given to the Bank's in the Customer's name and verified through the applicable Security Procedure. 4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to email addresses, fax and telephone number(s). 5. Customer Warranties The Customer represents, warrants and covenants to the Bank that: (i) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing or electronically the geographic location of its Authorized Users and shall provide all updates to such information; (iii) the Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized; and (iv) the Security Procedures offered to the Customer conform to the Customer's wishes and needs and the Customer has not requested Security Procedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and covenants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms. 6. Miscellaneous 6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer's Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction set forth in the attached Exhibit shall apply to the use of the Service by such Authorized Users. 6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without reference to the conflict of laws rules thereof). 6.3. All disputes relating to or in connection with these Service Terms solely arising outside the United States shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises solely in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English, except that (a) disputes solely between a Customer domiciled in the People's Republic of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration in accordance with its rules in effect at the time an application is made, with the place of arbitration being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer domiciled in Taiwan shall be irrevocably submitted to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. 7. Mobile 7.1. Accepting use of the Bank's SMS text notification service and/or Access Mobile channel constitutes the Customer's authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer's agent. Such providers may not encrypt communications. 7.2. Authorized Users may be required to accept an application agreement or license in order to download Access Mobile. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services. 7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 L. HEALTHCARE LINK SERVICE TERMS J.P. Morgan Chase Bank, N.A., which may include its designated affiliates and agents (the "Bank"), will provide to Customer the services (as elected by and applicable to Customer) described below as part of Bank's Healthcare Links' Service. The Bank reserves the right to modify the applications and products available via the service. The services are governed by these terms (the "Service Terms"), which incorporate the Bank's standard account terms and conditions governing the operation of business accounts and services as well as other applicable service terms, service guides or materials (the "Account Documentation"), as the same may be amended or otherwise modified from time to time. By acknowledging or signing the Account Documentation or by using or continuing to use the Services described herein, Customer agrees to these Service Terms. Capitalized terms used herein and not otherwise defined shall have the meaning specified in the Account Documentation. J.P. Morgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 1. Service. Bank will provide to Customer some or all of the services generally described below in connection with Bank's Healthcare Links"" Service, all as elected by Customer and agreed to by Bank. The following shall be performed by Bank in accordance with its standard operating procedures applicable to the service(s) elected: A. Remittance Data. Bank may receive and process remittance information and related correspondence, both paper and electronic, for health care claims payments (by way of example, Explanations of Benefits or "EOBs" and Electronic Remittance Advices or "ERAs"). Remittance information for healthcare claim payments, whether received electronically or in paper format, may be referred to herein as "Remittance Data". B. Payment Data. Bank may re -associate payment data made to Customer by third party payers ("Payment Data") with Remittance Data. C. Data Delivery. Remittance Data and Payment Data (as applicable) may be made available electronically to Customer following processing by Bank. The format and timing of transmissions of Remittance Data and Payment Data will be as mutually agreed by Bank and Customer. D. Web Presentment. Bank may make Remittance Data and Payment Data available to Customer via a web interface. E. Workflow Services. Bank may make additional services available through a web interface that will allow Customer to perform certain agreed online remittance management activities or other workflow -related tasks such as management of denials, reconciliation and/or secondary claim submission. 2. Data Retention. Images of checks and documents will be retained for the period of time mutually agreed to by Bank and Customer; provided, that in no event shall such time period exceed Bank's then -current standards for data retention. 3. Security. Bank will specify security procedures ("Security Procedures") for receiving and accessing Remittance Data and Payment Data and for accessing online services. Customer will comply with the Security Procedures, as the Bank may revise the same from time to time. 4. Third Party Provider of Customer. In situations where Customer has requested that Bank work with Customer's third party provider ("Customer's Agent") in connection with the services elected by Customer: (a) Customer is responsible for all actions taken or not taken by Customer's Agent and Customer is responsible for all costs and expenses of Customer's Agent; (b) Customer agrees to cooperate with Bank regarding any request for information concerning Customer's Agent, though Customer also agrees that Bank has no responsibility or obligation to inquire as to the authority of Customer's Agent or with regard to any action taken or not taken by Customer's Agent on Customer's behalf; (c) Customer hereby authorizes Bank to communicate directly with and provide information and data directly to and to receive information and data directly from Customer's Agent on any and all matters related to the services provided on behalf of or for the benefit of Customer; and (d) Customer shall notify Bank immediately if Customer suspects or becomes aware of any activity or transaction of Customer's Agent that Customer believes may be of an illegal or illegitimate nature. 5. Other Service Providers. Nothing express or implied in these Service Terms prohibits Bank from performing the services itself, through an affiliate or by contracting with a third -party contractor to assist Bank in the performance of the services hereunder including, without limitation, an affiliate or third -party contractor located outside of the United States of America. Bank may add or change subcontractors at any time without notice. Bank may terminate the services, including the ability of Customer to access images of checks and documents as provided herein, if any third -party processing agent ceases to provide some or all of the processing or performance of the services being provided under these Service Terms. 6. Accuracy; Legibility. Customerwill provide and ensure that Customer's Agents provide the information determined by Bank to be necessary to satisfy its responsibilities under these Service Terms in a format required by Bank. All information shall be provided to Bank in the time and in the method required by Bank. Bank shall assume that all such information provided to Bank by Customer, Customer's Agent(s), another processing area of Bank (for example, Bank's lockbox processing area) or any other third party (for example, an insurance company or other payer) is complete and accurate, and Bank is under no duty to question the completeness or accuracy of such information. Customer acknowledges that Bank cannot perform its duties under these Service Terms without complete, accurate and timely information and that Bank shall have no liability to Customer as a consequence of incomplete, inaccurate and/or untimely information provided to Bank. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 EXHIBIT A - JURISDICTION SPECIFIC PROVISIONS A. Australia & New Zealand To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, ("GST"), the fees payable in respect of that taxable supply ("original amount") will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. B. Indonesia The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." C. Malaysia/Labuan In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia (excluding Labuan) references in the Service Terms to "Bank," shall mean J.P. Morgan Chase Bank Berhad. In relation to accounts held in Labuan and/or where the Service is provided in Labuan, references in the Service Terms to "Bank," shall mean J.P. Morgan Chase Bank, N.A., Labuan Branch. The Service provided by J.P. Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website. D. Republic of China (Taiwan) Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service. E. European Union. The Customer acknowledges that it is not a "consumer" for the purpose of the European Union's Electronic Commerce Directive ("ECD") (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non -consumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.ipmorgan.com. A. The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the data protection law. Such personal data may be collected by or on behalf of the Bank in a number of ways (the "Collection Methods"), including via documentation relating to the provision to or use by the Customer of electronic banking services or via the Customer's use of such electronic banking services and via other correspondence or communications between the Customer and the Bank. Details of the Bank's processing activities of personal data can be found in its EMEA Privacy Policy, which is available on the Bank's website at www.ipmorgan.com/privacy/EMEA. The Bank's EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer's underlying data subjects. C. The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank's EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws. ©2018 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Eligibility for particular products and services is subject to final determination by J.P. Morgan and/or its affiliates. Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-50C881474450 IN WITNESS WHEREOF, the Customer and the Bank have each caused these Service Terms to be executed by its respective duly authorized officer(s). These Service Terms shall be legally binding and deemed effective upon the date fully executed by both the Customer and the Bank. (Customer) Signature: Print Name: Title: Date: Signed by: 2BA7692F758C492... Tim Murry Authorized Signatory Mayor 1 15/2025 (second authorized signer if required) Signature: Print Name: Title: Date: Authorized JPMORGAN CHASE BANK, N.A. (Bank) Signature: Print Name: Title: Date: 1 16 2025 Signed by: 39B9B728845A441... Dominic A D'Amato Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 RECEIVER SERVICES (ELOCKBOX) SERVICE TERMS V1.2_10_29_21 1. Services JPMorgan Chase Bank, N.A. (the "Bank") will provide you (the "Customer") «clientname» with a service (the "Electronic Payment Service") which will enable the Customer to electronically receive (a) payments or remittances owed to the Customer by consumers or other third parties, (b) home banking payments, and (c) payments made by a federal agency, department or instrumentality (collectively, "Electronic Payments") and to receive detail information respecting the Electronic Payments. The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services as well as other applicable service terms (collectively, "Account Documentation") are incorporated into these Service Terms by this reference. By signing the applicable Account Documentation or by using or continuing to use the Electronic Payment Service, the Customer agrees to these Service Terms. 2. Networks Certain Electronic Payments will be received through MasterCard Remote Payment and Presentment Service ("RPPS"), a division of MasterCard International, Inc., the National Automated Clearinghouse Association ("NACHA"), which oversees the Automated Clearinghouse ("ACH") payment system and other funds transfer delivery channels or proprietary networks (collectively referred to as the "Networks"). The Networks provide electronic funds transfer delivery channels which perform routing and settlement for previously captured and authorized Electronic Payments originated from participants' bill payment systems to member financial institutions. Bank is a participating member financial institution of the Networks as a receiving institution. Compliance with Rules With respect to Electronic Payments and data received through the ACH system, the Bank and the Customer will comply with and be bound by the Operating Rules of NACHA and the applicable regional ACH (collectively, the "Rules") as in effect from time to time, including without limitation, the provision thereof making payment of an ACH Credit Entry (as such term is defined in the Rules) by the Bank to the Customer provisional until receipt by the Bank of final settlement for such ACH Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the Bank will be entitled to a refund from the Customer of the amount credited. With respect to Electronic Payments and data received from other Networks, Customer acknowledges that the Bank's services hereunder are subject to the rules and regulations of the Networks as amended from time to time and that Customer and the Bank will be bound by such rules and regulations. With respect to Electronic Payments and data originated by a Federal agency, department or instrumentality ("Federal Agency"), (a) the Bank and the Customer will comply with all U.S. Treasury and other governmental rules and regulations applicable to such Electronic Payments and (b) the Customer represents and warrants that the Customer is authorized to receive the Electronic Payments from such Federal Agency. 4. Processing of Electronic Payments (a) The Customer will test with the Bank as the Bank deems necessary to enable the Customer, the Bank and the Networks to process the Electronic Payments and transmit the Data (as defined in Section 5(a)). (b) The Bank will credit to a demand deposit account maintained by the Customer at the Bank (the "Designated Account") each Electronic Payment received by it as to which the accompanying data indicates that such Electronic Payment is to be credited to the Designated Account. Except as otherwise provided in this Section, each such Electronic Payment will be credited to the Designated Account on the later of the payment date/effective entry date specified in such data or the date on which such Electronic Payment and the related Receiver Information are received by the Bank. If any payment is received by check, the Bank will forward such check to the Customer for processing. 5. Transmission of Data (a) On each banking day, the Bank will deliver to the Customer by means of computer transmission, fax, secure e-mail or other agreed upon method, a report (the "Daily Report") setting forth the data received in respect of the Customer and the Electronic Payments from the Networks, Federal Agency or other originator ("Data"). The Data will be extracted by the Bank from the information contained in the detail records supplied to the Bank by the Networks, Federal Agency or other originator and the Bank will have no liability or responsibility for any inaccurate, incomplete or non -current Data which was obtained from such detail records. (b) The Customer shall provide the Bank with all data necessary for the Networks, Federal Agency or other originator to process the Electronic Payments. In addition, Customer shall provide the Bank with all specifications deemed necessary by the Bank for transmission of Data to Customer, including without limitation, file format, account number ranges and settlement account number at the Bank. (c) The Customer must review all remittance information received from the Bank and must inform the Bank as soon as possible, and in any event not later than 48 hours after receipt thereof, of any incorrect or questionable information identified therein. The Bank will transmit information to the Networks, Federal Agency or other originator when Customer informs the Bank that it is unable to identify remittance information as described in the preceding sentence. Page 1 of 2 Docusign Envelope ID: 104770D9-FCOC-4F5F-9139-5OC881474450 Other Invoice Data From Bill Payment Concentrators The Bank agrees to receive, on behalf of the Customer, direct electronic sends of billing and invoice data from certain bill payment concentrators (the "concentrators") of the Customer. The Bank's sole responsibility with respect to this concentrator billing and invoice data is to transmit the data to the Customer. Customer acknowledges and agrees that the Bank will not submit these billing and invoice items from the concentrators into the RPPS, the ACH, the Networks or any other settlement service for payment or settlement. In the event that Customer seeks to correct any data relating to this invoice data or to initiate a refund to the concentrator or its end -users relating to these invoices, Customer will need to independently contact the concentrator to handle such refund or correction. Bank will not be responsible for assisting Customer with such refunds or corrections. 7. Additional Terms Relating to Receipt and Processing of Electronic Payments that are Federal Benefit Payments (a) The terms and conditions set forth in this Section 7 apply to any and all Electronic Payments received from a Federal Agency that are "Benefit Payments," as such term is defined in Section 210.2(h) of 31 C.F.R Part 210 (Federal Government Participation in the Automated Clearing House) (the "Fed ACH Regulation"). Without limitation of the foregoing, Benefit Payments include payments for a Federal entitlement program or for an annuity, including, but not limited to, payments for Social Security, Supplemental Security Income, Black Lung, Civil Service Retirement, Railroad Retirement annuity and Railroad Unemployment and Sickness benefits, Department of Veterans Affairs Compensation and Pension, and Worker's Compensation. (b) The Customer represents, warrants and covenants to the Bank as follows with respect to Benefit Payments received for credit via ACH to the Customer's account: (i) each such payment received and not returned by the Customer is for a payment to a natural person who is entitled to receive the benefit of the Benefit Payment (such person hereafter called a "Beneficiary"); and (ii) all information provided by the Customer to the Bank pursuant to this Section 7 is true and accurate in all respects. (c) Upon learning of the death of any Beneficiary, the Customer will promptly notify the Bank, by means of email to the Customer's customer service officer at Bank and the Bank's ACH reclamations mailbox. If a death certificate has been furnished to the Customer, the Customer will provide a copy thereof to the Bank concurrently with providing such notification of death or upon receipt of the death certificate. From and after the time when the Customer learns of the death of a Beneficiary, the Customer will not return the funds to the federal government and will secure the amounts of any Benefit Payments thereafter received for such Beneficiary and will not allow such amounts to be withdrawn from the Beneficiary's account or other account into which such funds were deposited for a minimum of 180 business days. (d) The response to any Notice of Reclamation (as such term is defined in the Fed ACH Regulation) received by the Bank with respect to Benefit Payments previously credited by the Bank to the Customer in respect of a Beneficiary will be completed and certified by the Bank and returned to the relevant source. In connection with any such Notice of Reclamation, the Customer and Bank will have the following obligations: i) The Bank will notify the Customer of the specific post -death Benefit Payments that are being reclaimed in the Notice of Reclamation and the date of death listed on the Notice of Reclamation. If the Customer is in possession of a death certificate that provides a different date of death, the Customer shall inform the Bank of the date and provide such death certificate to the Bank. ii) The Customer will immediately upon receipt of the notification in i) above secure all post -death Benefit Payments in its Designated Account or in the Beneficiary's account(s) and the Customer will inform the Bank of the amount thereof. iii) The Bank will send the Notice of Account Owners (a part of the Notice of Reclamation) to the Customer and the Customer will send such notice to the accountholder's last known address. iv) The Customer authorizes the Bank to debit the Designated Account for the amount of held post -death Benefit Payments in the Designated Account and/or the Customer's account(s). v) If none or only some payments are available for reclamation, the Customer will provide the name and address of the withdrawer from the Customer's account(s) so the Bank can include such information in the Notice of Reclamation. vi) All communications from the Customer to the Bank shall be sent to the ACH reclamations mailbox specified by the Bank. (e) In the event that the Bank's account at the Federal Reserve is charged at any time for part or all of the amount set forth in any Notice of Reclamation relating to the Beneficiary, or if the Bank otherwise must remit any amount to the U.S. Treasury or a Federal Agency in respect of Benefit Payments previously received by the Customer or Beneficiary, the Customer will be responsible for repaying the Bank in the amount of such charge and Bank will debit the Designated Account in an equivalent amount. The Customer agrees to have good and sufficient funds in the Designated Account to cover any such debit. (f) The obligations set forth in this Section 7 shall survive the expiration or termination of these Service Terms and the closure of the Designated Account and any Beneficiary account. Page 2 of 2 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Summary In this form, we ask you to supply information about your company's contacts and authorize important payments for your Commercial Card Program. All gray shaded fields are required to be completed. Part 1 Confirm your company details Part 2 Add or change the primary Program Administrator Part 3 Add or change other contacts Part 4 Set up automated clearing house (ACH) auto debits (US only) Part 5 Set up rebate payment instructions Part 6 Confirm these authorizations (signatures �� ) You don't need to complete all sections if you have already supplied information and it remains current. But your authorized representatives must sign the form's final page. Please return the signed form, keeping a copy for your records, to either: • your Implementations contact, if you are a new or onboarding client, or • your Commercial Card Client Services contact, if you are an existing client working with Servicing. Please note: • We can rely on this form until we receive written notice of a change, and we have had reasonable time to act on it. • Terms not otherwise defined here have the same meaning as in your Commercial Card Agreement, or other similar agreements ("Agreement") with us Part 1: Confirm your company details You must complete this section to confirm your company details. Please also give your contact details, as the person completing the form, in case we need to get in touch. Organization name (if available) CITY OF CLERMONT Organization number (ECID) (Bank Use Only) 10104911108 Company name (21 character limit) ICity of Clermont Address 1685 W Montrose St City, State, ZIP Code Clermont, FL 34711 Phone (352) 241-7350 Company numbers 10860 (required for existing clients only) Add or change your primary Program Administrator? ❑� Yes ❑ No Add or change your other Program Administrators? 0 Yes ❑ No Set up ACH auto debit? (US Only) 0 Yes ❑ No if updating ACH Auto Debit only, please send completed form to ccs.direct.debit(@jpmchase.com Set up or update rebate payment instructions? 0 Yes ❑ No if updating Rebate only, please send completed form to ccs.rebate(a_ipmchase.com DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 2: Add or change the primary Program Administrator Use this section to add, delete or change your primary Program Administrator. Ignore it if your administrator's details are up to date. The primary Program Administrator is the person your company designates as the contact for program emails and phone calls. They have maintenance authority and can submit applications, update details, and request cards or credit line changes. They can also request file resends and inquire about file names, delivery information, incoming files and system issues. You can only have one primary Program Administrator, but should also have secondary administrators (see part 3). If you are replacing your Primary Administrator, please give details for the new administrator and delete the current one. Otherwise, the current administrator will remain as a secondary administrator. Do you have an existing Program Administrator? ❑ Yes 0 No (Select No for new program setup) Current PA's name (if applicable) Do you want to Delete or Change to Secondary Administrator? ❑ Delete ❑ Change to Secondary Administrator New Program I Freddy Suarez Administrator's name Is this contact's address the same as the company address? 0 Yes ❑ No (If no, list applicable details below) Business address Business phone (352) 241-7350 City, State, ZIP Code Business email fsuarez@clermontfl.org Authorization level Primary Program Administrator Does the Primary PA you authorized have access to ALL company N1 Yes ❑ No (If no, list applicable details below) numbers listed in Part 1? Company numbers Bank & Company numbers (Bank Use Only) If the organization adds additional companies, you will need to complete a new authorization form. DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 3: Add or change other Program Administrators Use this section to add, change or delete other Program Administrators, information only contacts or technical contacts. Ignore it if your contacts are up to date. The primary Program Administrator is the person your company designates as the contact for program emails and phone calls. They have maintenance authority and can submit applications, update details, and request cards or credit line changes. They can also request file resends and inquire about file names, delivery information, incoming files and system issues. An information only contact can only request transactional and company data. They cannot request cardholders' personal information such as security identifiers and they cannot add, change or delete cardholder or company data. A technical contact has the same access as an information only contact but can also request file resends and inquire about file names and delivery information, incoming files, and system outages and issues. Name IRamsey Jimenez What do you want to do for this contact? ❑E Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? Yes ❑ No (If no, list applicable details below) Company numbers 9 Program Administrator Bank & Company numbers Authorization level (Bank Use Only) El Information only contact (see definitions above) ❑ Technical Contact Is this contact's address the same as the company address? ❑. Yes ❑ No (If no, list applicable details below) Business address Business phone (352) 241-7353 City, State, ZIP Code I Business email rjimenez@clermontfl.org Name What do you want to do for this contact? ❑ Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? ❑ Yes ❑ No (If no, list applicable details below) Company numbers ❑ Program Administrator Bank & Company numbers Authorization level (Bank Use Only) ❑ Information only contact (see definitions above) ❑ Technical contact Is this contact's address the same as the company address? ❑ Yes ❑ No (If no, list applicable details below) Business address Business phone City, State, ZIP Code Business email DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P.Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Name What do you want to do for this contact? ❑ Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? ❑ Yes ❑ No (If no, list applicable details below) Company numbers ❑ Program Administrator Bank & Company numbers Authorization level (Bank Use Only) ❑ Information only contact (see definitions above) ❑ Technical contact Is this contact's address the same as the company address? ❑ Yes ❑ No (If no, list applicable details below) Business address Business phone City, State, ZIP Code Business email Name What do you want to do for this contact? ❑ Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? ❑ Yes ❑ No (If no, list applicable details below) Company numbers ❑ Program Administrator Bank & Company numbers Authorization level (Bank Use Only) ❑ Information only contact (see definitions above) ❑ Technical contact Is this contact's address the same as the company address? ❑ Yes ❑ No (If no, list applicable details below) Business address Business phone City, State, ZIP Code Business email DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 4: Set up automated clearing house (ACH) auto debits (US only) Use this section to set up an ACH auto debit. By doing this, you authorize us to make deductions from your chosen business account to pay your commercial card account. We will deduct the full amount due: this is the "current balance" on your card statement. The deduction will: • be on the payment due date or alternative due date (or the next business day if the due date is a weekend or holiday) • range from $0 to the corporate credit line, plus any charges over that line (or the credit access line) in the current balance, and • never be more than the current balance but might be less if mid -cycle payments and other credits enter the account between the statement closing date and the payment processing date. For example: -$50,000 Current balance due on June 15 + 20 000 Payment or credit posted after closing date on June 1 -$30,000 Amount auto debited on June 15 Your statement will be the only notice of the amount to be deducted This authorization will remain in effect until you or we give notice to cancel it. Please contact your card relationship manager if you would like to do this. We can also cancel your auto payments at any time in our reasonable discretion. For all accounts held at Chase or other banks that use ACH debit block services, you will need to work with your bank to ensure JPMorgan Chase Company ID #36-0899825 is added to their "allowable" list for the account to be debited to ensure payments are processed correctly. Also, note that ACH debit block services may include restrictions on the debit amount which you may or may not want applied to the account to be debited. If you are unsure if ACH debit block service applies to the account to be debited, or have concerns regarding a debit amount restriction, please review with your bank before completing this section. Are you updating / editing an existing ACH auto debit? ❑ Yes 0 No Bank details Customer name city of Clermont ABA / Routing number (9 digits) 063109935 (full legal name on the bank account) Bank name Fifth Third Bank DDA (bank account) number 07441029316 What is the account type? ❑ Savings 0 Checking Auto debit options Auto debit options 0 Payment due date (Please select one) ❑ Alternate payment date Note: Alternate payment date is only available to clients with Corp Bill/Corp Pay setups and standard terms of 30/25 & 30/14 Enter number of days after cycle close 1-24 for 30/25 Terms or 1-13 for 30/14 Terms Commercial card account number CC account number 1 (16 digits) CC account number 2 (16 digits) Select your contractual terms ❑ 30/25 Note: Only applicable if Alternate ❑ 30/14 payment date is selected Note: This will determine your payment date. For example, " 10" represents 10 days after cycle close. DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 5: Set up rebate payment instructions Use this section to set up ongoing payment instructions for card rebates you might be entitled to, only if you have not already provided these rebate instructions along with your Commercial Card Agreement. We require the following instructions on file because this information: • makes the payment process more secure and efficient • means you don't have to confirm your bank details each time a rebate is due, and • reduces the risk of data entry errors, or incorrect or unauthorized instructions. One of the authorized representatives listed in Part 6 will receive a phone call to verbally confirm the bank instructions provided. We will deposit via wire transfer into a business account only (not a personal account). Please enter the bank and account names exactly as they appear on your account. Rebate bank instructions What type of instruction set-up are M New ❑ Revised Payment Type Wires only you performing? Where is your bank located? Bank details Bank name Account number ABA/Routing number You are required to enter a ABA/Routing number that accepts Wire payments Business account details Fifth Third Bank 07441029308 063109935 9 United States ❑ Canada SWIFT code (if applicable) Sort code Account name City of Clermont Intermediary Bank SWIFT code (IBAN) (Pay through bank) DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F JT Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 6: Confirm these authorizations Two of the company's authorized representatives must sign this section. One gives their authorization, while the other witnesses their signature. The same person cannot sign both fields below. Where applicable, we may phone these representatives to confirm the form's information related to the completed sections above. You can physically sign the form or insert an electronic image of your signature. I am an officer, member, manager, director, managing partner, general partner or approved representative of the company. I am authorized to bind our company and provide the information on this form. I am signing as a representative of the company and not as an individual. I certify that: • the people on this form are authorized to perform the responsibilities we have assigned • our governing body has adopted resolutions or other binding measures authorizing us to sign this form and act on its content • those measures were adopted consistent with laws and our own governance documents, have been entered into our company records, and are now in effect. We will give you evidence of these authorizations immediately upon your request. Signer Are you using electronic signature? 0 Yes ❑ No Signature dp Name I Freddy Suarez vvV-V-� S Title jProcurement Services Director Phone number (352) 241-7350 Date 06/20/2024 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F JT Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) I am an officer, member, manager, director, managing partner, general partner or approved representative of the company. I certify that each person signing above: • is authorized to bind our company and provide the information on this form • is an officer, member, manager, director, managing partner, general partner or approved representative with authority to sign this form. I witnessed their signature. Are you using electronic signature? 0 Yes ❑ No Signature ®� Name JTracy Ackroyd Howe • �¢ �k., �d L�,.,., Title JCity Clerk Phone number (352) 241-7332 Date 6/21 /2024 ©2019 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. All services are subject to applicable laws and regulations and service terms. Version 2022.4, Last Modified 04/15/2022 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Summary In this form, we ask you to supply information about your company's contacts and authorize important payments for your Commercial Card Program. All gray shaded fields are required to be completed. Part 1 Confirm your company details Part 2 Add or change the primary Program Administrator Part 3 Add or change other contacts Part 4 Set up automated clearing house (ACH) auto debits (US only) Part 5 Set up rebate payment instructions Part 6 Confirm these authorizations (signatures �� ) You don't need to complete all sections if you have already supplied information and it remains current. But your authorized representatives must sign the form's final page. Please return the signed form, keeping a copy for your records, to either: • your Implementations contact, if you are a new or onboarding client, or • your Commercial Card Client Services contact, if you are an existing client working with Servicing. Please note: • We can rely on this form until we receive written notice of a change, and we have had reasonable time to act on it. • Terms not otherwise defined here have the same meaning as in your Commercial Card Agreement, or other similar agreements ("Agreement") with us Part 1: Confirm your company details You must complete this section to confirm your company details. Please also give your contact details, as the person completing the form, in case we need to get in touch. Organization name (if available) CITY OF CLERMONT Organization number (ECID) (Bank Use Only) 10104911108 Company name (21 character limit) ICity of Clermont VC Address 1685 W Montrose St City, State, ZIP Code Clermont, FL 34711 Phone (352) 241-7350 Company numbers 11843 (required for existing clients only) Add or change your primary Program Administrator? ❑� Yes ❑ No Add or change your other Program Administrators? 0 Yes ❑ No Set up ACH auto debit? (US Only) 0 Yes ❑ No if updating ACH Auto Debit only, please send completed form to ccs.direct.debit(@jpmchase.com Set up or update rebate payment instructions? 0 Yes ❑ No if updating Rebate only, please send completed form to ccs.rebate(a_ipmchase.com DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 2: Add or change the primary Program Administrator Use this section to add, delete or change your primary Program Administrator. Ignore it if your administrator's details are up to date. The primary Program Administrator is the person your company designates as the contact for program emails and phone calls. They have maintenance authority and can submit applications, update details, and request cards or credit line changes. They can also request file resends and inquire about file names, delivery information, incoming files and system issues. You can only have one primary Program Administrator, but should also have secondary administrators (see part 3). If you are replacing your Primary Administrator, please give details for the new administrator and delete the current one. Otherwise, the current administrator will remain as a secondary administrator. Do you have an existing Program Administrator? ❑ Yes 0 No (Select No for new program setup) Current PA's name (if applicable) Do you want to Delete or Change to Secondary Administrator? ❑ Delete ❑ Change to Secondary Administrator New Program I Freddy Suarez Administrator's name Is this contact's address the same as the company address? 0 Yes ❑ No (If no, list applicable details below) Business address Business phone (352) 241-7350 City, State, ZIP Code Business email fsuarez@clermontfl.org Authorization level Primary Program Administrator Does the Primary PA you authorized have access to ALL company N1 Yes ❑ No (If no, list applicable details below) numbers listed in Part 1? Company numbers Bank & Company numbers (Bank Use Only) If the organization adds additional companies, you will need to complete a new authorization form. DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 3: Add or change other Program Administrators Use this section to add, change or delete other Program Administrators, information only contacts or technical contacts. Ignore it if your contacts are up to date. The primary Program Administrator is the person your company designates as the contact for program emails and phone calls. They have maintenance authority and can submit applications, update details, and request cards or credit line changes. They can also request file resends and inquire about file names, delivery information, incoming files and system issues. An information only contact can only request transactional and company data. They cannot request cardholders' personal information such as security identifiers and they cannot add, change or delete cardholder or company data. A technical contact has the same access as an information only contact but can also request file resends and inquire about file names and delivery information, incoming files, and system outages and issues. Name liamie Monroy What do you want to do for this contact? ❑E Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? ❑E Yes ❑ No (If no, list applicable details below) Company numbers 9 Program Administrator Bank & Company numbers Authorization level (Bank Use Only) El Information only contact (see definitions above) ❑ Technical Contact Is this contact's address the same as the company address? ❑. Yes ❑ No (If no, list applicable details below) Business address Business phone (352) 241-7361 City, State, ZIP Code I Business email jmonroy@clermontfl.org Name What do you want to do for this contact? ❑ Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? ❑ Yes ❑ No (If no, list applicable details below) Company numbers ❑ Program Administrator Bank & Company numbers Authorization level (Bank Use Only) ❑ Information only contact (see definitions above) ❑ Technical contact Is this contact's address the same as the company address? ❑ Yes ❑ No (If no, list applicable details below) Business address Business phone City, State, ZIP Code I Business email DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P.Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Name What do you want to do for this contact? ❑ Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? ❑ Yes ❑ No (If no, list applicable details below) Company numbers ❑ Program Administrator Bank & Company numbers Authorization level (Bank Use Only) ❑ Information only contact (see definitions above) ❑ Technical contact Is this contact's address the same as the company address? ❑ Yes ❑ No (If no, list applicable details below) Business address Business phone City, State, ZIP Code Business email Name What do you want to do for this contact? ❑ Add ❑ Delete ❑ Change authorization level Does this PA have access to ALL company numbers listed in Part 1? ❑ Yes ❑ No (If no, list applicable details below) Company numbers ❑ Program Administrator Bank & Company numbers Authorization level (Bank Use Only) ❑ Information only contact (see definitions above) ❑ Technical contact Is this contact's address the same as the company address? ❑ Yes ❑ No (If no, list applicable details below) Business address Business phone City, State, ZIP Code Business email DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 4: Set up automated clearing house (ACH) auto debits (US only) Use this section to set up an ACH auto debit. By doing this, you authorize us to make deductions from your chosen business account to pay your commercial card account. We will deduct the full amount due: this is the "current balance" on your card statement. The deduction will: • be on the payment due date or alternative due date (or the next business day if the due date is a weekend or holiday) • range from $0 to the corporate credit line, plus any charges over that line (or the credit access line) in the current balance, and • never be more than the current balance but might be less if mid -cycle payments and other credits enter the account between the statement closing date and the payment processing date. For example: -$50,000 Current balance due on June 15 + 20 000 Payment or credit posted after closing date on June 1 -$30,000 Amount auto debited on June 15 Your statement will be the only notice of the amount to be deducted This authorization will remain in effect until you or we give notice to cancel it. Please contact your card relationship manager if you would like to do this. We can also cancel your auto payments at any time in our reasonable discretion. For all accounts held at Chase or other banks that use ACH debit block services, you will need to work with your bank to ensure JPMorgan Chase Company ID #36-0899825 is added to their "allowable" list for the account to be debited to ensure payments are processed correctly. Also, note that ACH debit block services may include restrictions on the debit amount which you may or may not want applied to the account to be debited. If you are unsure if ACH debit block service applies to the account to be debited, or have concerns regarding a debit amount restriction, please review with your bank before completing this section. Are you updating / editing an existing ACH auto debit? ❑ Yes 0 No Bank details Customer name city of Clermont ABA / Routing number (9 digits) 063109935 (full legal name on the bank account) Bank name Fifth Third Bank DDA (bank account) number 07441029316 What is the account type? ❑ Savings 0 Checking Auto debit options Auto debit options 0 Payment due date (Please select one) ❑ Alternate payment date Note: Alternate payment date is only available to clients with Corp Bill/Corp Pay setups and standard terms of 30/25 & 30/14 Enter number of days after cycle close 1-24 for 30/25 Terms or 1-13 for 30/14 Terms Commercial card account number CC account number 1 (16 digits) CC account number 2 (16 digits) Select your contractual terms ❑ 30/25 Note: Only applicable if Alternate ❑ 30/14 payment date is selected Note: This will determine your payment date. For example, " 10" represents 10 days after cycle close. DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P. Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 5: Set up rebate payment instructions Use this section to set up ongoing payment instructions for card rebates you might be entitled to, only if you have not already provided these rebate instructions along with your Commercial Card Agreement. We require the following instructions on file because this information: • makes the payment process more secure and efficient • means you don't have to confirm your bank details each time a rebate is due, and • reduces the risk of data entry errors, or incorrect or unauthorized instructions. One of the authorized representatives listed in Part 6 will receive a phone call to verbally confirm the bank instructions provided. We will deposit via wire transfer into a business account only (not a personal account). Please enter the bank and account names exactly as they appear on your account. Rebate bank instructions What type of instruction set-up are M New ❑ Revised Payment Type Wires only you performing? Where is your bank located? Bank details Bank name Account number ABA/Routing number You are required to enter a ABA/Routing number that accepts Wire payments Business account details Fifth Third Bank 07441029308 063109935 9 United States ❑ Canada SWIFT code (if applicable) Sort code Account name City of Clermont Intermediary Bank SWIFT code (IBAN) (Pay through bank) DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F JT Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) Part 6: Confirm these authorizations Two of the company's authorized representatives must sign this section. One gives their authorization, while the other witnesses their signature. The same person cannot sign both fields below. Where applicable, we may phone these representatives to confirm the form's information related to the completed sections above. You can physically sign the form or insert an electronic image of your signature. I am an officer, member, manager, director, managing partner, general partner or approved representative of the company. I am authorized to bind our company and provide the information on this form. I am signing as a representative of the company and not as an individual. I certify that: • the people on this form are authorized to perform the responsibilities we have assigned • our governing body has adopted resolutions or other binding measures authorizing us to sign this form and act on its content • those measures were adopted consistent with laws and our own governance documents, have been entered into our company records, and are now in effect. We will give you evidence of these authorizations immediately upon your request. Signer Are you using electronic signature? 0 Yes ❑ No Signature dp ,{,{,,. Name Freddy Suarez � v,,AAA Su-� Title Procurement Services Director Phone number (352) 241-7350 Date 06/20/2024 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F JT Morgan Commercial Card Program Authorizations Form (Authorization Designation, ACH Auto Debit and Rebate) I am an officer, member, manager, director, managing partner, general partner or approved representative of the company. I certify that each person signing above: • is authorized to bind our company and provide the information on this form • is an officer, member, manager, director, managing partner, general partner or approved representative with authority to sign this form. I witnessed their signature. Are you using electronic signature? 0 Yes ❑ No Signature ®� Name JTracy Ackroyd Howe ��+ • �-+�•- Title JCity Clerk Phone number (352) 241-7332 Date 6/21 /2024 ©2019 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. All services are subject to applicable laws and regulations and service terms. Version 2022.4, Last Modified 04/15/2022 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F J.P.Morgan Commercial Card Security Administrator Designation Form What is this This form: form? • designates a Security Administrator for Client's Commercial Card services • is between the Client named below ("Client") and JPMorgan Chase Bank, N.A. ("Bank"), and • contains capitalized terms that are defined here or in Client's Commercial Card Agreement, or other similar agreement ("Agreement"). This form is effective until Bank receives a written notice of a change or termination and has a reasonable opportunity to act on it. This form has 3 required parts: • Part 1: Client supplies its Taxpayer Identification Number ("TIN") and Bank will complete the other fields • Part 2: Client and each Security Administrator completes and each Security Administrator signs (electronic signature not acceptable; please print and sign) • Part 3: Client's authorized company representative must sign this form (electronic signature acceptable) To appoint more Security Administrators, provide additional copies of this form and complete it with all details. What is a A Security Administrator has maintenance authority over file transmissions and can: Security • send in keys or certificates when the file transmission is established or renewed Administrator? • ask about the file transmission, and • request changes to the file transmission (such as sending in new keys). Client will designate Security Administrators with equal authority consistent with the administrative control procedure for each Application. Client will notify Bank in a way Bank chooses if Client wishes to change a Security Administrator. That change will take effect once Bank has received the notice and had a reasonable opportunity to act on it. Part 1: Client Organization ("Client") Name City of Clermont Company number (if available) 10860, 11843 Enterprise customer ID number 0104911108 TIN Last revised 7/30/2018 Page 1 of 4 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F Part 2: Security Administrators Client agrees that a Security Administrator is authorized to: • receive, exchange, and distribute all notices and documents from Bank on Client's behalf, under the Customer Access Services Terms below, and • exchange keys or certificates related to transmission file security. After Bank notifies Client that Bank has set up or amended Client's service, a Security Administrator must verify that the service has been implemented or modified as requested before Client uses it. Please provide primary and secondary Security Administrators below (additional Security Administrators optional). Each Security Administrator must physically sign. Primary Wayne Fountain Administrator Name Street address 685 W Montrose St, Clermont, FL 34711 (street, city, state, zip) Email wfountain@clermontfl.org Phone (352)241-7377 Secondary Tom Philbrick Administrator Name Street address ® As above (street, city, state, zip) (check) Email tphilbrick@clermontfl.org Phone (352) 241-7374 Additional Name (optional) Street address ❑ As above (street, city, state, zip) (check) Email Phone Additional Name (optional) Street address ❑ As above (street, city, state, zip) (check) Email Phone ® Add ❑ Change ❑ Delete If you do not check a box, we will add this person Signature d• uja�VA, FD"V, ❑ Add ❑ Change ❑ Delete If you do not check a box, we will add this person Signature e ❑ Add ❑ Change ❑ Delete If you do not check a box, we will add this person Signature • ❑ Add ❑ Change ❑ Delete If you do not check a box, we will add this person Signature ®e Last revised 7/30/2018 Page 2 of 4 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F Part 3: Authorization and Attestation You can physically sign or insert electronic image of your signature below. I am an authorized representative of the Client. I am authorized to bind Client and provide the information on this form. I am signing as a representative of the Client and not as an individual. I also certify that: • the people on this form are authorized to perform the responsibilities we have assigned • our governing body has adopted resolutions or other binding measures authorizing us to sign this form and act on its content • those measures were adopted consistent with laws and our own governance documents, have been entered into our company records, and are now in effect. The Client will provide evidence of these authorizations immediately upon Bank's request. Signature® Title Procurement Services Director Name Freddy Suarez Date 06/20/2024 Attestation I am an authorized representative of the Client. I certify that the person signing above: • is authorized to bind the Client and provide the information on this form • is an authorized representative of the Client with authority to sign this form. I witnessed their signature. Someone other than the person signing the Authorization above must sign here. Attestation signature Title City Clerk or electronic dp y Name Tracy Ackroyd Howe Date 06/21/2024 Customer Access Service Terms Understanding a) These Customer Access Service Terms ("Terms") relate to the Agreement. If there is a conflict this Service between the two, the Agreement will control. b) Bank will provide Bank's Access Service ("Service") allowing Client to electronically: • access Client Account information, reports and data ("Data") and • transmit messages, service requests, and payment and non-payment instructions (each an "Instruction") to Bank. c) Bank may change the Service applications and products ("Applications"), but Bank will notify Client before doing so. Complying with a) Client will comply with Bank's Service Security Procedures ("Security Procedures") of which Client our Security has been advised in writing, including everything in these Terms. Bank will notify Client of any Procedures changes to these Security Procedures. b) Client will notify Bank immediately of any breach of security. c) Client agrees that any use of the Service is deemed to be done directly by and for Client, or on Client's behalf. Last revised 7/30/2018 Page 3 of 4 DocuSign Envelope ID: 50E9A9DC-DAFC-40AB-8530-9B5B6653F58F d) The Security Administrator will provide a list of Authorized Users if Bank asks for it. If Client has not designated a valid Security Administrator, Bank may deliver credentials and/or keys to any person authorized to manage the accounts on Client's behalf. Managing your a) Client acknowledges that using an open network such as the Internet has security, corruption, systems and transmission error and access availability risks. Client assumes all such risks. Internet security b) Client will independently assess its own Internet security and our Security Procedures. c) Client acknowledges that it is solely responsible for using third -party security communications software and third -party service providers. Even if Bank suggests that Client do so, Bank disclaims all related risks. d) Client agrees to pay for, install and maintain all hardware, browsers, software and telecommunications equipment needed to access the Service, consistent with Bank's recommended system configuration. Managing a) Client will be solely responsible for ensuring all Instructions Bank receives in proper form (as Instructions and determined by Bank and communicated to Client) are genuine and accurate. Data b) Client acknowledges that: • Bank may not have reviewed Data • Data may be inaccurate, and • Data may be periodically updated and adjusted. c) Bank is not obligated to ensure Data is accurate and will not be liable for any loss or damage arising from its inaccuracy. d) Bank will not be liable for any party receiving or viewing Data sent by Bank as Client designates, including to email addresses and fax or telephone numbers. Understanding Client represents and warrants that: your 0before designating an Authorized User, Client will obtain that person's consent to allow Bank to representations use their information to provide the Service • Client has given the accurate location of Client's Authorized Users in writing, and will update this information as needed • Client will not access the Service from any jurisdiction where Bank has informed Client or Client otherwise knows is not authorized, and • these Terms are Client's binding legal obligations and Bank can enforce them. Governing laws These Terms are governed by the laws of the State of New York, USA, without reference to its conflict of laws rules. Last revised 7/30/2018 Page 4 of 4 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E February 5, 2025 Brittany Riley -Davis JPMorgan Chase Bank, N.A. 10 South Dearborn Street Floor 34 Chicago, IL 60603 (312) 325-3384 Dear Brittany, Please accept this letter as authorization to establish the following products and services for the company and accounts listed below: Company _JLAccount Product and Service J.P. Morgan Access: o Checks o Bank Statements o Billing Statements o Cash Reports o Account Transfer o Wire/Book Transfer o ACH 696613663 (City of Clermont) o Transaction Services 696613788 (Pooled Cash) Post No Checks 696613887 (Accounts Payables) 696613960 (Payroll) Check Returns 696615080 (Utilities Deposit) Business Deposit Express J.P. Morgan Access - Payment Control CITY OF CLERMONT Center - ACH Transaction Blocking ACH Receiver Services (eLockbox) ACH Services U.S. H2H Direct Transmission Receivables Online Standard Processing Data Capture and Delivery 696613663 (MA) 696613788 Physical Cash Concentration -GLASS 696613887 696613960 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 696613663 (MA) 696613887 Controlled Disbursements 696613960 Sincerely, Soff E?6v 6r 02/18/2025 Signature Scott Borror Print Name Finance Director Title CITY OF CLERMONT On Behalf Of: Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E CORE SIGNER AUTHORIZATION V1.4_09_27_24 What is this form? This form allows the Customer to: • designate officers who manage the Customer's relationship (Managing Officers), and • provide contact details and an example of each Managing Officer's signature. This form applies to all Accounts and Services that each Customer has, or in the future may have, with JPMorgan Chase Bank, N.A., and any of its affiliates (the Bank). When first provided, it replaces any prior Certificates of Incumbency or Customer -level Authorization on file with the Bank Definitions A defined term has the meaning given in the Account Terms unless defined here or the context indicates otherwise. Part 1: Customer If you need to add more entities, Part 1 continues on the last page. Legal name CITY OF CLERMONT TIN/SSN 596000290 Organization Government entity Part 2: Managing Officer Customer authorizes each Managing Officer to, on its behalf: • open, maintain or close an Account • enroll in, agree to use or terminate a Service • receive, sign or acknowledge any Items, and Account or Service agreements, notices, terms or documents • order Account payments by paper or electronic means • give or verify an Instruction • endorse Items payable to the Customer • change or withdraw the authority of account signers and Authorized Persons, and • delegate one or more of these authorities in writing. If this section is left blank, then the Certifying Officer will be the only Managing Officer for all Accounts and Services. For a Managing Officer of a Sole Proprietorship, this authorization: • constitutes a durable power -of -attorney appointing each Managing Officer as the Customer's "Attorney -in -fact," and • will survive the Customer's incompetence, incapacity, or disability. PN: 3050575 DOC ID: 1 Page 1 of 10 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Use this part to add, remove or update a Managing Officer. Each Managing Officer should sign below unless the Customer is relying on a different document containing their signature, which the Bank can accept in its sole discretion. Check this box if the Managing Officer details provided on this form supersede all previous Core Signer Authorizations: ❑ If you are: • adding a Managing Officer, complete all fields • removing a Managing Officer, complete "Name" only, or • updating a Managing Officer's details, complete "Legal name" and any other applicable field. What action are you taking for this Managing Officer? Adding this Managing Officer Name TIM MURRY Title MAYOR Business email TMURRY@CLERMONTFL.ORG Signature ®i` Business phone + 352-241-7358 —� Mobile phone + What action are you taking for this Managing Officer? Adding this Managing Officer Name CHANDRA MYERS Title MAYOR PRO TEM Business email CMYERS@CLERMONTFL.ORG Signature Business phone + 352-241-7358 Mobile phone + (�0 What action are you taking for this Managing Officer? Adding this Managing Officer Name TRACY ACKROYD HOWE Title CITY CLERK Business email TACKROYD@CLERMONTFL.ORG Signature ®p Business phone + 352-241-7331 ? I,F.Gsj AG,(cna,d HaWt Mobile phone + What action are you taking for this Managing Officer? Name Title Business email Sp Signature Business phone + Mobile phone + Customer agrees that: • it has received and is bound by the Account Terms and any applicable Service Terms, supplements, or amendments, and • a Managing Officer is an Authorized Person under the Account Terms. PN: 3050575 DOC ID: 1 Page 2 of 10 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Part 3: Certification The Certifying Officer for a: • Business Trust, Corporation, Limited Liability Company or Unincorporated Association must be the CEO, CFO or COO; president, vice president or treasurer; secretary or assistant secretary; or equivalent officer • Trust must be all trustees or as specified in the trust agreement • Joint Venture must be each joint venturer or as specified in the organizational and governing documents • Political Action Committee must be the committee treasurer or assistant treasurer • General Partnership or Limited Partnership must be the managing partner, or each partner if a managing partner has not been designated, or as specified in the organizational and governing documents • Sole Proprietorship must be the only owner of a business that is not a corporation, partnership, limited liability company, or any other form of business entity, or • Government Entity must be the public official who is legally authorized to establish and administer the Government Entity's financial accounts (Financial Officer), or the custodian of the Government Entity's official records (Certifying Official). I certify that for each Customer identified in Part 1: • 1 am authorized to sign this document on the Customer's behalf, • 1 am authorized in accordance with applicable law or other authority to establish and administer the Accounts and to take all actions and enter into all agreements described in this Authorization, • Government Entity only: Bank has been designated a depository for funds of Customer in the manner required by applicable law, and • all statements in this document are correct and consistent with its organizational and governing documents. Are you also a Managing Officer? ® Yes ❑ No Name Scott Borror Business email sborror@clermontfl.org Business phone + 352-241-7368 Mobile phone + 352-901-5474 Are you also a Managing Officer? ❑ Yes ❑ No Name Business email Business phone + Mobile phone + Title Finance Director Sianature 10 S off bbV'V r Date 02/18/2025 Title • Signature Date PN: 3050575 DOC ID: 1 Page 3 of 10 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E # Legal name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 TIN/SSN Organization PN: 3050575 DOC ID: 1 Page 4 of 10 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E BUSINESS SIGNATURE CARD This form captures the signatures of authorized account signers of the Customer for account maintenance and check signing. Each signer must use black ink or an e-signature platform to sign inside the signature boxor insert a duplicate image of an original signature. They may also provide a facsimile signature (including a computer generated signature) that can be applied to a check drawn on each Account(s), including Schedule A. Legal name CITY OF CLERMONT TIN/SSN 596000290 Address 685 W. MONTROSE STREET CLERMONT, FL, 34711, USA V2.5_07_25_23 Page 1 of 4 Account(s)' 696613663 (City of Clermont),696613788 (Pooled Cash),696613887 (Accounts Payables),696613960 (Payroll),696615080 (Utilities Deposit) *Complete Schedule A to include additional accounts or multiple legal entities Use this part to add, remove or update an Account Signer. Each Account Signer should sign and provide the details below unless the Customer is relying on a different document containing this information, which the Bank can accept in its sole discretion. Check this box to add Account Signers for new account(s):® Check this box if the Account Signer details provided on this form supersede all previous Business Signature Cards: ❑ For existing accounts, please take the appropriate action below: • Add Account Signer, complete all fields • Remove Account Signer, complete "Name" only, or • Modify Account Signer's details, complete "Name" and any other applicable field. What action are you taking for this Account Signer? Add Account Signer Name TIM MURRY Title Business email TMURRY@CLERMONTFL.ORG A Signature 64 Business phone + 352-241-7358 (include country code) Mobile phone + What action are you taking for this Account Signer? Add Account Signer Name CHANDRA MYERS Title Business email CMYERS@CLERMONTFL.ORG Business phone + 352-241-7358 Signature ®P (include country code) Mobile phone + MAYOR MAYOR PRO TEM ��" E, �� - -/-� PN: 3050575 DOC ID: 2 Page 5 of 10 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E What action are you taking for this Account Signer? Add Account Signer Name TRACY ACKROYD HOWE Title Business email TACKROYD@CLERMONTFL.ORG Signature Business phone + 352-241-7331 (include country code) Mobile phone + What action are you taking for this Account Signer? Name Business email Business phone (include country code) Mobile phone + What action are you taking for this Account Signer? Name Business email Business phone + (include country code) Mobile phone + What action are you taking for this Account Signer? Name Business email Business phone (include country code) Mobile phone + Title Signature dip Title Signature dip Title Signature Tay. Ad H4wc Page 2 of 4 PN: 3050575 DOC ID: 2 Page 6 of 10 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Page 3 of 4 What action are you taking for this Account Signer? Name Title • Business email Signature Business phone (include country code) Mobile phone + What action are you taking for this Account Signer? Name Title • Business email Signature Business phone (include country code) Mobile phone + Customer agrees that: • it has received and is bound by the Account Terms and any applicable Service Terms, supplements, or amendments • a facsimile signature may only be used for the issuance or endorsement of checks and that any person who applies such an image is authorized to issue, or verify the issuance of, any check drafted against the listed Account(s) or endorse a check for deposit to the listed Account(s), and • JPMorgan Chase Bank, N.A. (the Bank) can rely on each Account signer's authority until the Bank receives written notice to the contrary and has had reasonable opportunity to act on it. I certify that I am authorized to sign this document for the Customer and that each: • statement in this document is correct and satisfies our internal account authorization, organization and governing documents • Account signer's signature, whether an original or a duplicate image of an original, is an accurate and complete representation of that signer's signature • Account signer is authorized to sign and act for the Customer for each Account(s), including Schedule A regarding account maintenance (not including facsimile signature), and • image (including a facsimile signature) is authorized for use when issuing a check, regardless of who applies it or how it is applied. ®A Name Scott Borror Date Signature S(, ff L°jbmy Title Finance Director 02/18/2025 • Signature Name Date (if required by your corporate resolution) Title PN: 3050575 DOC ID: 2 Page 7 of 10 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 1111��I IVII Page 4 of 4 # Legal name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 TIN/SSN Account number Account title PN: 3050575 DOC ID: 2 Page 8 of 10 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E I 111IN III J.P. MORGAN SECURITY ADMINISTRATOR DESIGNATION FORM (SADF) V4.8_05_13_24 Name of Customer: CITY OF CLERMONT Address (Street): 685 W. MONTROSE STREET Customer U.S. TIN (if applicable): Customer ECID: (internal JPMC use only) Address (City, State/County/District, ZIP/Postal Code, Country): 596000290 0104911108 CLERMONT, FL, 34711, USA Instructions: Please provide the information requested below to designate, remove or modify the information for the Security Administrator(s) ("SA(s)") for your company for the indicated products. FOR NEW CUSTOMER IMPLEMENTATIONS OR FOR MODIFICATIONS: IF NO CHECKBOX IS SELECTED, THE NAMED INDIVIDUAL SHALL BE ADDED. Terms: The Customer hereby agrees to be bound by any Service Terms, Terms of Use or other agreement(s) between the Customer and JPMorgan Chase Bank, N.A. and any of its affiliates (the "Bank"), as applicable, applicable to the selected products (and each other product accessed via such selected products), the receipt of which is hereby acknowledged. Certain products, including J.P. Morgan Access, are platform products, through which other products may be accessed. The designation of an SA for a platform product shall apply to all products accessed thereby, except to the extent a specific product is provided as a separate option below. For products requiring tokens, you may authorize an SA to utilize soft token technology by providing a cell phone number for the SA and checking the box for "SA to be entitled to Soft Token". For hard tokens, the SA whose information appears in the first SA block below will be responsible for receiving the tokens. It is understood and agreed that each SA is authorized to receive, exchange and distribute on behalf of the Customer all Security Devices (which includes technology for accessing soft tokens if applicable). Upon receipt of notice that setup is complete, the SAs shall be responsible to verify that the requested service has been implemented or modified in accordance with the Customer's request, before allowing use by the Customer. ® J.P. Morgan Access@ ❑ J.P. Morgan eServe ❑ J.P. Morgan Markets Profile ID(s) ElACH File Warehouse ElSupply Chain Finance (APAR) Security Administrators ❑ J.P. Morgan Host -to -Host ❑ ACH Concentration Services ❑ J.P. Morgan Integrated Payables Designated for Partner ID(s): ❑ ACH Infodex (Origin ID(s): ❑ JPM Coin the Following Products: ❑J.P. Morgan Application Programming Interface (API) ❑ Global Trade Transactions (Trade Channel) (Access Profile ID(s): ❑ Managed File Transfer Services (FTSE ID(s): Name: Phone #: Cell Phone #: 352-901-5474 Signature: Scott E Borror— Finance Director 352-241-7368 Sec Admin ® SA to be entitled to Soft Token ®Add Street Address: City: State/County/District, ZIP/Postal Code, Country: FL, ❑Modify Sv ff bbryw 185 W. Montrose St Clermont 34711 ❑Delete E-mail: SBORROR@CLERMONTFL.ORG Name: Phone #: Cell Phone #: Signature: Jenny Cassidy — Assistant Finance Director 352-241-7367 Sec Admin ❑ SA to be entitled to Soft Token ®Add ❑Modify Street Address: City: State/County/District, ZIP/Postal Code, Country:FL, 34711 185 W. Montrose St Clermont ❑Delete E-mail: JCASSIDY@CLERMONTFL.ORG PN: 3050575 DOC ID: 3 Page 9 of 10 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E I 111IN III Name: Phone #: Cell Phone #: Signature: Sec Admin ❑Add ❑ SA to be entitled to Soft Token ❑Modify Street Address: City: State/County/District, ZIP/Postal Code, Country: ❑Delete E-mail: Name: Phone #: Cell Phone #: Signature: Sec Admin ❑Add ❑ SA to be entitled to Soft Token Street Address: City: State/County/District, ZIP/Postal Code, Country: ❑Modify ❑Delete E-mail: Name: Phone #: Cell Phone #: Signature: Sec Admin ❑Add ❑ SA to be entitled to Soft Token Street Address: City: State/County/District, ZIP/Postal Code, Country: ❑Modify ❑Delete E-mail: Name: Phone #: Cell Phone #: Signature: Sec Admin ❑Add ❑ SA to be entitled to Soft Token ❑Modify Street Address: City: State/County/District, ZIP/Postal Code, Country: ❑Delete E-mail: AUTHORIZATION (USE BLACK INK ONL As an Authorized Person of the above named company, I hereby certify that I have reviewed the information contained in this document and confirm the accuracy of such information. I have been duly authorized by Customer to execute this Security Administrator Designation Form on behalf of Customer. Signature(s) of person(s) duly Print Name: Scott Borror authorized on behalf of the Signature: 1 Customer. Title: Finance Director Date: 02/18/2025 So bbvrbr A second signature is required Print Name: only if Client corporate documentation requires it. Signature: Title: Date: PN: 3050575 DOC ID: 3 Page 10 of 10 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E Form W-9 Request for Taxpayer (Rev. March2024) Identification Number and Certification Department of the Treasury Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Give form to the requester. Do not send to the IRS. 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) CITY OF CLERMONT 2 Business name/disregarded entity name, if different from above. cli 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check 4 Exemptions (codes apply only to 0 co only one of the following seven boxes. certain entities, not individuals; 0. c ❑ Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate see instructions on page 3): 0 = ❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) Exempt payee code (if any) ai Q o Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax `0 classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax +. y box for the tax classification of its owner. Municipal Government Compliance Act (FATCA) reporting ® Other (see instructions) code (if any) ao 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, (Applies to accounts maintained y and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check box if have foreign beneficiaries. See instructions ❑ outside the United States.) ythis you any partners, owners, or . . . . . . . . . 5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional) cn 685 W. Montrose St 6 City, state, and ZIP code Clermont, FL 34711 7 List account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a - M - resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a or TIN, later. Employer identification number Note: If the account is in more than one name, see the instructions for line 1. See also What Name and FT _ 6 0 0 0 2 9 0 Number To Give the Requester for guidelines on whose number to enter. Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of Aa Here U.S. person Scoff 1/owbir Date 02/18/2025 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What's New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification. New line 3b has been added to this form. A flow -through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow -through entity in which it has an ownership interest. This change is intended to provide a flow -through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Form W-9 (Rev. 3-2024) Page 2 must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third -party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non -foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, if a Form W-9 or other certification of non -foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non -foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non -foreign status to avoid withholding. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441 -1 (b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(I)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non -foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non -foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third -party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under "By signing the filled - out form" above (for reportable interest and dividend accounts opened after 1983 only). Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Form W-9 (Rev. 3-2024) Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 THEN check the box for ... is a(n) ... • Corporation Corporation. • Individual or Individual/sole proprietor. • Sole proprietorship • LLC classified as a partnership Limited liability company and for U.S. federal tax purposes or enter the appropriate tax • LLC that has filed Form 8832 or classification: 2553 electing to be taxed as a P = Partnership, corporation C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third -party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Form W-9 (Rev. 3-2024) Page 4 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for... • Interest and dividend payments All exempt payees except for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions Exempt payees 1 through 4. and patronage dividends • Payments over $600 required to Generally, exempt payees be reported and direct sales over 1 through 5.2 $5,0001 • Payments made in settlement of Exempt payees 1 through 4. payment card or third -party network transactions 1 See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) entered on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. 1—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Form W-9 (Rev. 3-2024) Page 5 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third -party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: I Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))' The individual The actual owner of the account or, if combined funds, the first individual on the account' Each holder of the account For this type of account: I Give name and EIN of: 8. Disregarded entity not owned by an The owner individual 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate The corporation status on Form 8832 or Form 2553 11. Association, club, religious, charitable, The organization educational, or other tax-exempt organization 12. Partnership or multi -member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing Form 1041 or The trust under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(13))* List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2 Circle the minor's name and furnish the minor's SSN. 3You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) *Note: The grantor must also provide a Form W-9 to the trustee of the trust. "` For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, The minor2 • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. The grantor -trustee If your tax records are affected by identity theft and you receive a The actual owner' notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. The owner3 If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS The grantor` Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Form W-9 (Rev. 3-2024) Page 6 Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll -free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.identityTheft.gov and Pub. 5027. Go to www.irs.govIldentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information. Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E U.S. CASH CONCENTRATION SERVICE TERMS - SINGLE ENTITY V1.2_12_18_24 (GLASS) Customer: CITY OF CLERMONT Effective Date: 02/05/2025 These U.S. Cash Concentration Service Terms (Single Entity) (these "Service Terms") are entered into by and between the Customer (identified above) and JPMORGAN CHASE BANK, N.A. (the "Bank"). The parties agree that the provisions of the Bank's account documentation, including Account Terms, any country addenda thereto, the Core Account and Service Terms (if applicable), and the J.P. Morgan Treasury Services Electronic Channels Service Terms (the "Access Terms'; collectively, the "Account Documentation"), which the Customer received and agreed to be bound by, are incorporated into these Service Terms by reference in their entirety. The Customer must sign these Service Terms and the Schedule 1 (defined below) in order to participate in the Service (defined below) and by doing so authorizes the transactions described herein. 1. Service. The Bank will provide the Customer with its U.S. Cash Concentration Service (Single Entity) (the "Service") by which the Bank will automatically transfer funds in the amounts and in accordance with instructions and selections set forth in the attached Schedule 1 (as may be amended, modified or revised, the "Schedule 1 "), to and/or from the Customer's U.S. dollar demand deposit accounts maintained in the U.S. at the Bank and listed on Schedule 1 (collectively, the "Customer Accounts;" each, a "Customer Account"). 2. Balances. The Customer shall maintain sufficient balances, as determined by the Bank, in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be immediately due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the overdraft. Representations and Warranties. The Customer represents and warrants to the Bank that: (i) it is and will remain the sole legal and beneficial owner of the funds contained in each Customer Account; (ii) no Customer Account is a special, trust or restricted account, or subject to any mortgage, charge, lien or other encumbrance, and the Customer covenants to the Bank that it will not create, or permit to subsist, any charge, lien, or other encumbrance on any Customer Account or any of its rights, title and interest in or relating to such Customer Account, other than any created in favor of the Bank, if applicable; (iii) these Service Terms will, upon execution and delivery, constitute the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with applicable law; (iv) the execution of these Service Terms and the performance and obligations by the Customer, will not conflict with or breach the terms of its constitutional documents or of any other agreement, instrument, obligation or restriction, whether statutory, contractual or otherwise to which it is a party of which is incumbent upon it; and (v) it has obtained and will maintain all rights, approvals and consents necessary to enter into these Service Terms, perform its obligations and has made all disclosures required by it, if applicable, under applicable law. 4. Acknowledgements. a. The Customer acknowledges that in order to control or mitigate operational, reputational, credit, legal or regulatory risk, which, in the Bank's sole opinion, inhibits the operation of the Service, or any part thereof, the Bank may suspend the Service, or any part thereof, until: (i) the Bank's concerns are resolved to its satisfaction; and (ii) the Bank notifies the Customer of the resumption of such activity. b. The Bank makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Customer acknowledges that it: (i) made an independent assessment for its own purposes and consulted its own financial, legal, tax and other advisors; and (ii) has fully satisfied itself as to any tax impact of this Service before agreeing to the terms herein, and is responsible for any income, withholding or other taxes imposed by any jurisdiction. 5. Authorized Changes. The Customer and the Bank may agree on additions, deletions or changes to the Service via: (i) both parties executing a revised Schedule 1, or (ii) other acceptable documentation agreed to by the Bank, the execution of which shall extend the representations, warranties, acknowledgments and terms of these Service Terms for the affected Customer to such revisions. In relation to providing the Service, the Bank may unilaterally make additions, deletions or changes to the sweep parameters, as reflected in Schedule 1, with written or electronic notice to the Customer. If the Customer(s) and/or the Agent have executed the Access Terms governing the access to, and use of, J.P. Morgan Access@ Online, J.P. Morgan Access® Mobile, J.P. Morgan Host-to-Host/managed file transfer and J.P. Morgan Treasury Services API channels, the Bank may, in its sole discretion, allow the Customer(s) and/or the Agent, to submit requests/instructions through an electronic channel provided by the Bank ( "API Functionality), which will bind the Customer(s), and be subject to acceptance by the Bank. Customer(s) acknowledges that execution of the Access Terms is a prerequisite to utilizing the API functionality. 6. Set Off; Transfer; Security Interest. In addition to any other rights and remedies the Bank may have, including those in the Account Documentation, the Bank shall have the unrestricted right, at any time, without notice, to: (i) set off, in whole or in part, any funds in any Customer Account, against any overdraft in any other Customer Account; and (ii) transfer or otherwise apply, in whole or in part, any overdraft in any Customer Account, to any other Customer Account, even if so doing places such other Customer Account into or further into, an overdraft. The Customer grants to the Bank a lien and security interest in the Customer Accounts in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates arising under these Service Terms. 7. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "InterCo Feature"), provided by the Bank, that selection and affected Customer Accounts shall be specified on Schedule 2for the Service. Under the InterCo PN: 3050701 DOC ID: 1 Page 1 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Feature, the Bank will provide the Customer with reports for the Customer Accounts detailing: (i) a tracking of accumulated inter -account balance transfers; and (ii) a calculation of intracompany earnings and borrowing charges. In addition, the Bank, through the InterCo Feature, will provide the Customer with automated posting to the affected Customer Accounts of applicable intracompany earnings and borrowing charges. Revisions to InterCo Feature may be made directly by the Customer through Access and implemented by the Bank after the Bank has a reasonable time to act upon the revision(s). The revision(s) of InterCo Feature shall extend the representations, acknowledgements and terms of these Service Terms to such revision(s). 8. Credit Facility. The Customer understands that this Service is established as a convenience for the Customer and is not intended as a mechanism for the extension of credit or a substitution for a credit facility. The Bank reserves the right to treat an overdraft in any one or all Customer Accounts as an extension of credit bearing interest and/or requiring loan documentation. The Bank may, in its sole discretion, establish overdraft limits which restrict the total net or gross overdrafts, or overdrafts in any one Customer Account. 9. Required FDIC Disclosures. In the event of a failure of the Bank, funds transferred as part of a Service will be considered deposits of the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance Corporation ("FDIC") after completion of all transactions related to the Service and will be insured by the FDIC under its applicable insurance rules and limits. 10. Term; Termination. These Service Terms shall be in effect as of the Effective Date and shall remain in effect unless and until terminated. These Service Terms may be terminated by either party upon written notice to the other party effective immediately; provided that, any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. 11. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of laws provisions thereof. The Customer consents to the jurisdiction of the state and federal courts located within the City of New York, Borough of Manhattan, for the adjudication of all matters relating hereto or arising hereunder, and agrees that due and adequate service of legal process therefor may be made by receipted mail or courier service to an address for the Customer on the books and records of the Bank. CITY OF CLERMONT Customer By. S off fjbV'V r Signature Print Name: Scott Borror Title: Finance Director JPMorgan Chase Bank, N.A By: 7 p� Signature Print Matthew Bain Name: Title: Vice President PN: 3050701 DOC ID: 1 Page 2 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E SCHEDULE 1 - SCHEDULE OF ENTITIES AND ACCOUNTS Date: 02 / 05 / 2025 This Schedule and the information detailed herein shall be read together with, and shall be deemed to be a part of the Cash Concentration Service Terms. This Schedule reflects the cash concentration structure as of the above date covered by the Cash Concentration Service Terms. PART A - CASH CONCENTRATION STRUCTURE INFORMATION CASH CONCENTRATION STRUCTURE INFORMATION ® Add ® Add ® Add ❑ Add ❑ Add ❑ Add ❑ Add ❑ Add ❑ Add ❑ Add Action ❑ Amend ❑ Amend ❑ Amend ❑ Amend ❑ Amend ❑ Amend ❑ Amend ❑ Amend ❑ Amend ❑ Amend ❑ Delete ❑ Delete ❑ Delete ❑ Delete ❑ Delete ❑ Delete ❑ Delete ❑ Delete ❑ Delete ❑ Delete CITY OF CITY OF CITY OF Entity Name CLERMONT CLERMONT CLERMONT Account Number 696613788 696613887 696613960 Participant Account Account Branch' 001 001 001 Details Currency USD USD USD Virtual Account Number (Optional) CITY OF CITY OF CITY OF Entity Name CLERMONT CLERMONT CLERMONT Account Number 696613663 696613663 696613663 Account Branch' 001 001 001 Currency USD USD USD Master Account Details Virtual Account Number (Optional) Is the Master Account Owner same as the Agent YES YES YES on this set up? Name of Legal Entity as Agent if different than the Master Account Owner PN: 3050701 DOC ID: 1 Page 3 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E PART B - SWEEP PARAMETER INFORMATION AND TRANSFER CRITERIA ZBA setup2 (Yes/No) YES YES YES Client Reference' Sweep Direction' • Two way or • One way from Master Account or • One way to Master Account Target Balance and/or Minimum Thresholds and/or Maximum Thresholds N d m E Sweep Percentage' R �a IL Sweep Amount y m (Fixed)e N Minimum Amount Transferred In' Maximum Amount Transferred In' Minimum Amount Transferred Out10 Maximum Amount Transferred Out10 Reverse Sweep" • Yes or • No Back Value Sweep Adjustment12 • Yes or • No Balance Type" • Ledger Balance • Collected Balance PN: 3050701 DOC ID: 1 Page 4 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E • Daily (D) Frequency14 Weekly(W) • Monthly (M) For Monday Frequency as .Tuesday Weekly (W)14 Wednesday Specify day of Thursday the week15 Friday For Frequency as Monthly (M) 14 Business Day Specify Business Day or Calendar Day16 Format: Enter number (e.g. Calendar Day 3, 5, 27) or text (e.g. First, Last) in applicable row Option Sweep • End of Day Execution • Intraday (please Date/Time17 specify time in *24 hours clock) • Sweep API Amendment and Functionality18 Execution • N/A Currency Execute on Holiday Currency Option for Holiday single Skip execution location on Currency sweeps" Holiday (default) • Prior Business Non -Business day Day Option 21 Next business day • Skip execution PN: 3050701 DOC ID: 1 Page 5 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Explanatory Notes: Instruction Details: 1. Branch: Means the Bank, any of its branches, any of its Affiliates or any of their branches. 2. ZBA Setup: Indicate YES or NO for standard setup; if "yes" is indicated, then no other fields are required to be completed. ZBA setups have all of the following transfer options: a. Transfer Type: ZBA b. Target Balance = 0.00 c. Balance Type: Ledger balance d. Frequency: Daily transfer execution e. Transfer Time: End of day transfers f. Reverse Sweep Option: No g. Overdraft Allowed: Yes h. Back Value Sweep Adjustment Option: Yes 3. Client Reference: Optional 16 alphanumeric reference that can be included in the sweep transaction narrative for identification purposes. Special characters cannot be used. This field is required for the Virtual Account Management service and should be formatted as follows: "/RFB/<l0 Digit Virtual Account Identification Number>P (not applicable for EOD cross -border sweeps from US Participant accounts). 4. Sweep Direction: Select transfer direction for sweep instruction: a. Two way - Either debits or credits the Participant Account such that the balance in the Participant Account equals the Target Balance or Minimum Threshold or Maximum Threshold. b. One way from Master Account - debit the Master Account and credit the Participant Account if the balance in the Participant Account is less than the Target Balance or Minimum Threshold. c. One way to Master Account - debit the Participant Account and credit the Master Account if the balance in the Participant Account is greater than the Target Balance or Maximum Threshold 5. Minimum Threshold: Sweep will be triggered if the balance of the Participant Account is below the Minimum Threshold. This will also be the Target Balance for the Participant Account if no separate Target Balance is provided above. Not available for One way to Master Account sweeps. 6. Maximum Threshold: Sweep will be triggered if the balance of the Participant is above the Maximum Threshold. This will also be the Target Balance for the Participant Account if no separate Target Balance is provided above. Not available for One way from Master Account sweeps. 7. Sweep Percentage: Insert percentage of the balance on the Participant Account to be swept in the Sweep Direction selected. 8. Sweep Amount (Fixed): The fixed amount to be transferred in the Sweep Direction selected from the options above. 9. Minimum/Maximum Amount Transfer In: Optional fields. Specify Minimum/Maximum amount to sweep in from the Master Account to the Participant Account. Default is 'Not Applicable', and option not relevant for 'One way to Master Account' sweeps. If required, the amount should be entered in the currency of the accounts e.g., if min is $100 and max is $5,000, indicate 100 in the Minimum Amount Transferred In and 5000 in the Maximum Amount Transferred In fields. Feature not available in all locations. 10. Minimum/Maximum Amount Transfer Out: Optional fields. Specify Minimum/Maximum amount to sweep out from the Participant Account to the Master Account. Default is 'Not Applicable' and option not relevant for 'One way from Master Account' sweeps. If required, the amount should be entered in the currency of the accounts e.g., if min is $100 and max is $5,000, indicate100 in the Minimum Amount Transferred Out and 5000 in the Maximum Amount Transferred Out fields. Feature not available in all locations. 11. Reverse Sweep: Insert No (default); or Yes, to indicate whether automated return of funds to Participant Account is required. Please note that the reverse sweep postings will occur on the following Business Day. If a back valued sweep takes place on day T with value T-x then the reversal of these funds will occur on the following Business Day (T+1) without back valuation 12. Back Value Sweep Adjustment: If a Participant Account is credited or debited with a past value date, a back valued sweep transaction with the same past value date will be automatically executed to target balance the Participant Account retrospectively. This functionality is only available for non -intraday transfers. 13. Balance Type: The balance type of the participant account that would be used for sweep calculation. Select from "ledger balance" or "collected balance" PN: 3050701 DOC ID: 1 Page 6 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Event / Schedule Details: 14. Frequency: Please select frequency of the sweep from daily (D), weekly (W) or monthly (M). When monthly (M) is selected, please indicate if sweep should take place on a Business Day or a Calendar Day. Any other specifics will need to be agreed with the Bank prior to completion of this Schedule. 15. Day of the week (for sweep frequency weekly (W)): Specify the day of the week when the sweep would be executed. E.g. Monday to execute weekly every Monday. 16. Specify Business Day or Calendar Day (only for sweep frequency monthly (M)). Calendar Day means, for the purposes of this Schedule only, each day shown on the Gregorian/New Style calendar beginning at 12:00 Midnight and lasting for 24 hours, including Saturdays, Sundays and any public holiday in any location. The term "day" shall mean Calendar Day unless expressed otherwise in this Schedule. a. Business Day: Select a date of the month (e.g. 5 — execute on 51h Business Day of the month) or a day of the month (e.g. Last — execute on last Business Day of the month) b. Calendar Day: Select a date of the month (e.g. 5 — execute on 5`h Calendar Day of the month) or a day of the month (e.g. Last — execute on last Calendar Day of the month) 17. Sweep Execution Date/Time: Insert specific time in 24 hours format for intra-day sweeps (in local time of the Participant Account location) or `End of Day' for non-intra-day sweeps. Intraday sweep timings should be agreed with the Bank prior to completion of this Schedule. Intraday sweeps can be paired with an end of day sweep. Please note that for a cross -border sweep there may be different standard cut-off times for different currencies. Non intra-day sweeps will be swept in accordance with Branch cut-off times. 18. API Functionality (Optional) This option allows to submit certain requests/instructions through an API channel. Subject to Bank approval. Default is No and will need to be agreed with the Bank prior to completion of this Schedule. 19. Currency Holiday Option This option defines whether a sweep will be executed on a Currency Holiday and is only available for single location sweeps. Please select either "execute on Currency Holiday" or "skip execution on Currency Holiday". 20. Currency Holiday means a day where the Account Branch is open but is a non -Business Day for the purpose of the Service in relation to all sweep transfers (other than for single -location sweeps, which can be elected to go ahead) because the global foreign exchange markets for the currency in which either the Participant Account or the Master Account are denominated are closed, as determined by the principal institution issuing the relevant currency [and/or the relevant currency is unavailable for trading (for whatever reason) on the relevant foreign exchange markets for that currency in accordance with market practice of those foreign exchange markets]. Non -Business Day Option: Insert action required when a non -daily sweep falls on a non -Business Day. Options are to run on the previous Business Day, on the following Business Day or not at all (skip execution). PN: 3050701 DOC ID: 1 Page 7 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E SCHEDULE 2 - CASH CONCENTRATION AGREEMENT INTERCOMPANY REPORTING IMPLEMENTATION FORM Date: DID / MM / YYYY INTERCOMPANY LOAN & ADMINISTRATION SERVICE Fill in the data for each loan position in columns below Action ❑ Add ❑ Delete ❑ Amend ❑ Add ❑ Delete ❑ Amend ❑ Add El Delete ❑ Amend ❑ Add El Delete ❑ Amend MASTER ACCOUNT INFORMATION Master Entity Name Master Account Number Master Account Currency Master Account Branch PARTICIPANT ACCOUNT INFORMATION Participant Entity Name Participant Account Number Participant Account Currency Participant Account Branch OPENING POSITIONS Section only required if o ening position or opening interest accrual is >0 Loan Position Tracking Start Date' Opening Loan Position Please indicate a positive number ❑ Participant Lending to Master El Master Lending to Participant ❑ Participant Lending to Master El Master Lending to Participant ❑ Participant Lending to Master El Master Lending to Participant ❑ Participant Lending to Master El Master Lending to Participant Opening Interest Accrual Position Please indicate a positive number Participant Lending to Master Master Lending to Participant Participant Lending to Master Master Lending to Participant Participant Lending to Master Master Lending to Participant Participant Lending to Master Master Lending to Participant PN: 3050701 DOC ID: 1 Page 8 of 20 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E INTERCOMPANY INTEREST CALCULATION AND SETTLEMENT Intercompany Interest Calculation (Y - Yes/N - No)3 Debit Interest Rate' Participant Account Borrowing Base Rate ❑ Fixed ❑ Indexed ❑ Fixed ❑ Indexed ❑ Fixed []Indexed ❑ Fixed ❑ Indexed For Fixed Rate Option Fixed Rate (+/- as a %) For Indexed Rate Option Market Reference rate Spread (+/- as a %, e.g. +0.20% or -0.20% Minimum Rate % Maximum Rate % Credit Interest Rate" Participant Account Lending Base Rate ❑ Fixed ❑ Indexed ❑ Fixed ❑ Indexed ❑ Fixed ❑ Indexed ❑ Fixed ❑ Indexed For Fixed Rate Option Fixed Rate (+/- as a %) For Indexed Rate Option Market Reference rate Spread (+/- as a %, e.g. +0.20% or -0.20% Minimum Rate % Maximum Rate % Intercompany Interest Settlement Intercompany Interest Settlement (Y - Yes/N - No)' Frequency6 ❑ Daily (D) ❑ Monthly (M) ❑ Quarterly (Q) ❑ Custom (C) ❑ Daily (D) ❑ Monthly (M) ❑ Quarterly (Q) ❑ Custom (C) ❑ Daily (D) ❑ Monthly (M) ❑ Quarterly (Q) ❑ Custom (C) ❑ Daily (D) ❑ Monthly (M) ❑ Quarterly (Q) ❑ Custom (C) For Frequency as Monthly (M) or Quarterly (Q) specify either Business Day or Calendar Days Format: Enter number (e.g. 3, 5, 27) or text (e.g. First, Last) in applicable row ❑ Calendar Day ❑ Business Day ❑ Calendar Day ❑Business Day ❑ Calendar Day ❑Business Day ❑ Calendar Day ❑Business Day PN: 3050701 DOC ID: 1 Page 9 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E WITHHOLDING TAX CALCULATION AND SETTLEMENT Withholding Tax Calculation (Y - Yes/N - No)' Withholding Tax Settlement (Y - Yes/N - No)8 Master Account Lending to Participant Account Account Number Account Number Account Number Account Number Designated Withholding Tax Account of the Participant Branch Branch Branch Branch Withholding Tax Rate9 Please indicate a number as a % e.g. 10% Participant Account Lending to Master Account Account Number Account Number Account Number Account Number Designated Withholding Tax Account of the Branch Branch Branch Master Branch Withholding Tax Rate9 Please indicate a number as a % e.g. 10% PN: 3050701 DOC ID: 1 Page 10 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Limit Amount Limit Breach Option Limit Breach Warning % Limit Amount Limit Breach Option Limit Breach Warning % LOAN LENDING LIMITS Fill out if required Participant Account Lending Limit with Master Account10 ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction Master Account Lending Limit with Participant Account10 ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction ❑ Transfer Full Amount and Report ❑ Transfer Full Amount and Report, and automatically increase limit by excess breach amount ❑ Transfer Partial Amount ❑ Reject Transaction PN: 3050701 DOC ID: 1 Page 11 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E INTERCOMPANY REPORTS" ❑ Same as Interest Settlement ❑ Same as Interest Settlement ❑ Same as Interest Settlement ElSame as Interest Settlement Reporting Period ❑ Calendar Month ❑ Calendar Month ❑ Calendar Month ❑ Calendar Month ❑ Daily ❑ Daily ❑ Daily ❑ Daily ❑ Monthly ❑ Monthly ❑ Monthly ❑ Monthly Report Generation Frequency ❑ Quarterly ❑ Quarterly ❑ Quarterly ❑ Quarterly ❑ Same as Interest Settlement ❑ Same as Interest Settlement ❑ Same as Interest Settlement ❑ Same as Interest Settlement ❑ Email ❑ Email ❑ Email ❑ Email ❑ PDF ❑ PDF ❑ PDF ❑ PDF ❑ EXCEL ❑ EXCEL ❑ EXCEL ❑ EXCEL ❑ CSV ❑ CSV ❑ CSV ❑ CSV Report Formats and Channels ❑ Host to Host ❑ Host to Host ❑ Host to Host ❑ Host to Host ❑ PDF ❑ PDF ❑ PDF ❑ PDF ❑ EXCEL ❑ EXCEL ❑ EXCEL ❑ EXCEL ❑ CSV ❑ CSV ❑ CSV ❑ CSV PN: 3050701 DOC ID: 1 Page 12 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Explanatory Notes: Loan Tracking Start Date: Tracking start date can be dated back to a maximum of 13 months or the sweeping start date whichever is later. Leave the date blank if you need to loan tracking to start as soon as it is set up 1. Opening Loan and Interest Accrual Positions: To carry forward the closing intercompany loan & interest accrual position from your previous tracking records, please provide the actual opening loan and accrual positions before interest is settled for the first time 2. Intercompany Interest Calculation a. Indicate Y if Intercompany Interest needs to be calculated and reported b. Indicate N if Intercompany Interest does not need to be calculated and reported Interest accrual calculations are based on a 360 day basis for all currencies except for GBP, RUB, HKD, ILS and ZAR which will be calculated based on a 365 day basis. If you require a different day count convention, please specify here. This value applies to both debit and credit interest rates : 3. Participant Account Borrowing and Lending Interest Rate Information: Interest rate options can be assigned separately for both credit and debit interest. a. Interest Rate Type — Interest rates can be assigned as fixed rates or indexed rates (market rate plus/minus spread). Please note that it is not possible to switch between fixed and indexed rates after the loan has been set up i. Fixed Rates — Input the rate as a % (e.g. 3.25%). If you would like to be able to adjust the Fixed Rate via Access Liquidity Solutions, your fixed rate will appear in the spread/fixed rate(%) field, which is where you would adjust this to your desired value ii. Indexed Rates — input the market reference rate (e.g. EONIA) and spread (e.g. 0.25%). b. Maximum Rate — Not applicable to fixed rate interest rate type. Indicate the maximum fixed "ceiling" rate that would go into effect if the assigned variable rate exceeds this rate. Input N/A if not required. c. Minimum Rate — Not applicable to fixed rate interest rate type. Indicate the minimum fixed "floor" rate that would go into effect if the assigned variable rate drops below this rate. Input N/A if not required. JPMorgan will floor your minimum rate to zero by default. Should you want to apply negative interest rates please enter -99.99 4. Interest Settlement — Indicate Y — Yes or N — No a. If Y is selected, interest settlement will occur on the next business day following the interest period b. If N is selected, the interest accrual starts again at zero at the beginning of the next Interest Period 5. Intercompany Interest Settlement frequency Frequency: Please select frequency of interest settlement from Daily (D), Monthly (M), Quarterly (Q) or Custom (C) If a Custom (C) Frequency is required, the schedule of interest settlement must be submitted at the time of implementation. Please contact your implementations manager. Specify Business Day or Calendar Day (only for interest settlement frequency monthly or quarterly) a. Business Day: Select a date of the month (e.g., 5 — execute on 5`h Business Day of the month) or a day of the month (e.g. Last — execute on last Business Day of the month) b. Calendar Day: Select a date of the month (e.g., 5 — execute on 5`h Calendar Day of the month) or a day of the month (e.g. Last — execute on last Calendar Day of the month) 6. Withholding Tax Calculation: Indicate Y- Yes or N - No. Withholding tax applicable to the Intercompany Interest 7. Withholding Tax Settlement: Indicate Y - Yes or N - No a. If Yes is selected Withholding Tax will be settled to the designated withholding tax accounts as provided in the form b. If No is selected Withholding Tax will not be settled For either option, the Master Customer and the Participant Customer, are responsible for the remittance of their respective tax payments to the appropriate tax authorities PN: 3050701 DOC ID: 1 Page 13 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 8. Withholding Tax Rates: Please provide the rate based on the tax relationship between the Master Account and Participant Account. a. Participant Lending To Master Tax Rate — Specify the tax rate to use for lending from the Participant Account to the Master Account. Tax settlement will be paid into the Withholding Tax Account of the Master Customer b. Participant Borrowing From Master Tax Rate — Specify the tax rate to use for lending from the Master Account to the Participant Account. Tax settlement will be paid into the Withholding Tax Account of the Participant Customer 9. Lending Limits: a. Participant Account Lending Limit with Master Account — Specify the maximum amount the Participant Account can lend to the Master Account. b. Master Account Lending Limit with Participant Account — Specify the maximum amount the Master Account can lend to the Participant Account. c. Breach Options — Specify the desired option if lending limits are breached: i. Transfer Full Amount and Report: Sweep transaction is completed, and the limit is breached. ii. Transfer Full Amount and Report, and automatically increase limit by excess breach amount: Sweep transaction is completed, and the limit is adjusted by excess breach amount. iii. Transfer Partial Amount: Sweep transaction is partially completed up to the amount of the limit. The Target Balance in the Participant Account is not reached nor is the limit breached. iv. Reject Transaction: Sweep transaction is not completed. The Target Balance in the Participant Account is not reached nor is the limit breached. Important: If `Transfer Partial Amount' or `Reject Transaction' has been selected, please be aware that if the limit is breached, then the sweep will not be completed and the Participant Account may be overdrawn overnight and may incur overdraft interest fees Breach Warning Percentage — Provide the breach warning percentage (e.g., 90%) if needed or N/A. Mandatory if Breach Options Transfer Partial Amount' or `Reject Transaction' is selected 10. Intercompany Reports: a. Reporting Period: Reporting period specifies the date range for which intercompany reports will carry the data for i. Same as interest settlement: Each report will show the data from first calendar date of the interest settlement frequency (as selected in point 6 above) to the last calendar day of the interest settlement frequency ii. Calendar Month: Each report will show the data from first calendar of the calendar month to the last calendar day of the calendar month b. Report Generation Frequency: Select the frequency at which Intercompany reports are generated and delivered i. E.g. If the reporting period is calendar month and report generation frequency is daily then the intercompany reports will get generated for every business day with data from 1st calendar day of the month up to the current business day c. Report Formats and channels: Select the formats and channels for delivery of intercompany reports. Specific details of delivery like email addresses and H2H drops box can be provided separately at the time of implementation This Schedule 1 and 2 supersedes any previous Schedule 1 and 2 with respect to the information, accounts and selections noted herein. The amendment of these sweep parameters or information can be submitted or requested via the use of API Functionality pursuant to Clause 5 of the Service Terms: Target Balance, Minimum Threshold, Maximum Threshold, Sweep Percentage (Shown as "Target Percentage" via the API Functionality), Sweep Amount (Fixed) (Shown as "Sweep Transfer Amount" via the API Functionality), Sweep Execution Date/Time (Intraday only). By signing below, the Customer: (i) agrees to the U.S. Cash Concentration Service Terms (Single Entity) (the "Service Terms"); (ii) extends the representations, warranties, acknowledgments and terms of the Service Terms; and (iii) confirms such information, accounts and selections set forth in this Schedule 1 and 2 for this service. PN: 3050701 DOC ID: 1 Page 14 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Signature Instructions: When instituting a new Cash Concentration structure (adding or deleting accounts), a Customer signature is required below, for all Cash Concentration Services. CITY OF CLERMONT JPMorgan Chase Bank, N.A. Customer By: Soff E?6vr6r By: Signature Print Scott Borror Name: Title: Finance Director Signature Print Matthew Bain Name: Title: Vice President [Signature page to U.S. Cash Concentration Service Terms - Single Entity (GLASS) — Schedule 1 and 2] PN: 3050701 DOC ID: 1 Page 15 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E CONTROLLED DISBURSEMENT AGREEMENT FOR FUNDING ACCOUNT OWNER JPMorgan Chase Bank, N.A. (the "Bank") provides the customers identified on Schedule A attached hereto (the "CDA Owners") owning the controlled disbursement accounts at Bank identified in Schedule A hereto (the "CDAs") with controlled disbursement services in accordance with the provisions set forth in the Controlled Disbursement Service Terms as agreed to by the Bank and CDA Owner. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. The terms of this Agreement apply when payments issued or initiated from the CDAs are funded from the Funding Account (as defined below) owned by the Funding Account Owner (as defined below) and, in such situations, the Funding Account Owner agrees to the following terms: Funding Account for Controlled Disbursement. The deposit account used to fund (the "Funding Account") the checks, drafts, ACH transactions and other forms of payment ("Items") issued from the CDAs is owned by the funding account owner identified in the signature block below (the "Funding Account Owner"). The Funding Account Owner agrees to maintain with Bank the designated Funding Account for purposes of funding the CDAs. The Funding Account Owner authorizes Bank to debit the Funding Account for the total amount of the Items presented for payment against the CDAs or any obligation owed to the Bank by the CDA Owner related to the CDAs, and to promptly transfer such amounts from the Funding Account even though such a debit may bring about or increase an overdraft in the Funding Account. All funds transfers from the Funding Account to the CDAs shall be in immediately available funds. The Funding Account Owner will maintain sufficient available funds in the Funding Account to cover all Items presented against the CDAs; however, the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfer instructions (a) if there are insufficient available funds in the Funding Account or (b) the Bank has other concerns regarding the Item(s). The Bank shall have no liability for failure to pay any Item presented for payment against the CDAs due to (a) or (b) above. 2. Indemnity/Set Off. Funding Account Owner indemnifies and holds the Bank harmless from and against any and all claims, damages, demands, liabilities, losses, costs and expenses related in any way to the CDAs (including reasonable attorneys' fees), except and to the extent directly caused by the gross negligence or willful misconduct of the Bank. Funding Account Owner agrees to be directly liable for any overdraft in any CDA and further agrees that the Bank shall have the unrestricted right, at any time, without notice, to set off, in whole or in part, any funds in any account of the Funding Account Owner at the Bank, against any amounts owing to the Bank related to the CDAs, even if so doing places such other account into or further into an overdraft. 3. Financial Condition. In the event of the deterioration of the financial condition of the Funding Account Owner as determined in the Bank's sole discretion, the Bank may immediately terminate the Controlled Disbursement service, any service feature, and/or may convert any CDA to a stand-alone demand deposit account without prior notice to the Funding Account Owner. 4. Compliance. The Funding Account Owner agrees to provide to Bank for review and approval the information requested in Schedule A for each new CDA prior to using the controlled disbursement services and to provide any such further information that the Bank may reasonably require in relation to such CDA. Bank has the right to reject or suspend processing of any transaction with respect to which Funding Account Owner has not provided the foregoing information. The Funding Account Owner shall be responsible for the validity and genuineness of Schedule A and shall inform the Bank in writing of any changes thereto. The person shown in the signature line below represents and warrants that he/she has the authority to and does bind the Funding Account Owner to the terms set forth above as of the date set forth below. CITY OF CLERMONT [Insert the name of the owner of the Funding Account] Tax PayerlD 596000290 Number: Account 696613663 number: By. Soff E?6y 6r [Signer must be an Authorized Person] Name: Scott Borror [Print the name of the signer] Title Finance Director [Insert the title of the signer] Date: 02/18/2025 PN: 3050701 DOC ID: 2 Page 16 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E SCHEDULE A PARTICIPATING ACCOUNTS CDA Owner Tax ID Number Account Number CITY OF CLERMONT 596000290 696613887 CITY OF CLERMONT 596000290 696613960 This Schedule A supersedes any previous Schedule A, with respect to the above listed Controlled Disbursement Accounts. Authorized Signature CITY OF CLERMONT [Insert the name of the owner of the Funding Account] Soff E?6v 6r By: [Signer must be an Authorized Person] Name: Scott Borror [Print the name of the signer] Title Finance Director [Insert the title of the signer] Date: 02/18/2025 PN: 3050701 DOC ID: 2 Page 17 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E FDIC DEPOSIT INSURANCE - OFFICIAL CUSTODIAN V1.2_01_28_24 FORM FOR GOVERNMENT ACCOUNTS What is this form? For Government accounts, the Official Custodian(s) of the government entity is treated as the Federal Deposit Insurance Corporation ("FDIC") insured depositor rather than the government entity itself. This form allows the Customer to identify the Official Custodian(s) for its Government account(s). The sole purpose of this form is to collect information so that the FDIC can make deposit insurance coverage determinations if needed. Government accounts, which are also referred to as Public Unit accounts by the FDIC, include accounts of the federal government, state governments, Native American Tribes and local governments (e.g., counties, municipalities), and Political Subdivisions of a Public Unit. A Political Subdivision of a state, county, or municipality is entitled to its own insurance coverage through its Official Custodian. See the Definitions section below for further description of how a Political Subdivision qualifies for its own FDIC insurance coverage. This form should be completed by each Public Unit and each Political Subdivision of the Public Unit. List the government accounts that are owned or controlled by the Official Custodian of the Public Unit, or the Official Custodian of the Political Subdivision of the Public Unit on Schedule A. Part 1: Customer Name of Public Unit CITY OF CLERMONT TIN 596000290 or Political Subdivision Address 685 W. MONTROSE STREET City, State ZIP CLERMONT, FL, 34711, USA Part 2: Official Custodian One Official Custodian Please list the Official Custodian for your Public Unit or Political Subdivision Account(s). The title, position, or office of the Official Custodian can be listed rather than the individual name of the office holder (for example, "City Treasurer" or "County Treasurer" may be listed). See the Official Custodian definition below for further information. If action or consent by two or more individuals is required for the exercise of Plenary authority (see definition below) over the funds owned by the Public Unit or Political Subdivision, those individuals are treated as one official custodian. Both individuals should be listed in the line directly below (for example, 'Treasurer' and "Comptroller' should be listed). For more information see 12 CFR 330.15(b)(3). Title/Position/Office Finance Director Two or more Official Custodians If your Public Unit or Political Subdivision has two or more Official Custodians, list those below. Note that to qualify for separate insurance coverage, each Official Custodian must have Plenary authority (see definition below) over the funds owned by the Public Unit or Political Subdivision. Title/Position/Office Title/Position/Office PN: 3050701 DOC ID: 3 Page 18 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Definitions Official Custodian. An Official Custodian is an officer, employee, or agent of a Public Unit who has plenary authority, including control over funds owned by the Public Unit which the Official Custodian is appointed or elected to serve. Please note that an Official Custodian may, but need not be, a signer on the Accounts held by the Public Unit, and a person is not an Official Custodian just because he or she is an authorized signer on that account. For more information see 12 CFR § 330.15. Plenary authority and control of public funds includes possession, as well as the authority to establish accounts in insured depository institutions and to make deposits, withdrawals and disbursements. Public Unit (generally described as a government entity). Government Entities insured in the government accounts category as Public Units include: the United States, states, counties, municipalities, the District of Columbia, Puerto Rico and other U.S. territories, Native American tribes, drainage districts, irrigation districts, navigation districts, improvement districts, levee districts, sanitary districts, school districts, power districts, bridge or port authorities, and other special districts created by state statute or compacts between the states, and other Political Subdivisions. Political Subdivision. Political Subdivision includes any subdivision or principal department of a Public Unit of a state, county, or municipality if the subdivision meets the following test: (a) the creation of the subdivision or department has been expressly authorized by the law of such Public Unit. (b) some functions of government have been delegated to the subdivision or department by such law; and (c) the subdivision or department is empowered to exercise exclusive control over funds for its exclusive use. If the test above is met, a Political Subdivision is entitled to its own insurance coverage through its Official Custodian. Political Subdivision does not include subordinated or non -autonomous divisions, agencies, or boards within subdivisions or principal departments. Part 3: Certification Name Scott Borror Title Finance Director I certify that: • 1 am authorized to sign this document on the Customer's behalf, and the information on this form is complete and correct. Signature �� So E?6vr6r Date 02/18/2025 Email address sborror@clermontfl.org Additional Note that the Customer's designation of an Official Custodian via this form does not replace or modify the Customer's Information authorization documentation for any of its accounts. Please use our standard authorization documentation to designate or verify the authority of officers who manage the Customer's relationship with the Bank. The Bank can rely on the information provided on this form until the Bank receives written notice to the contrary or the Customer provides an updated form. The Bank is not advising you on any investment, tax, legal, regulatory, accounting, or other matters described in this form. The information in the definitional section above has been compiled from FDIC deposit insurance reference materials found at FDIC websites www.fdic.gov/deposit and httos://www.fdic.00v/deoosit/deoosits/factsheet.html and is not meant to replace the advice of the Customer's own financial, tax, accounting or legal advisors. For questions about the insurance coverage of Government Accounts, contact the FDIC toll free at 1-877-ASK-FDIC (1-877-275-3342); TTY Toll -free number 1-800-877-8339; or at Part370(aa)FDIC.gov. PN: 3050701 DOC ID: 3 Page 19 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E # Name of Public Unit or Political Subdivision 1 CITY OF CLERMONT 2 CITY OF CLERMONT 3 CITY OF CLERMONT 4 CITY OF CLERMONT 5 CITY OF CLERMONT 6 7 8 9 10 11 im 13 14 15 16 17 18 1101 20 TIN Account Account title 596000290 696613663 City of Clermont 596000290 696613788 Pooled Cash 596000290 696613887 Accounts Payables 596000290 696613960 Payroll 596000290 696615080 Utilities Deposit PN: 3050701 DOC ID: 3 Page 20 of 20 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 'r DEPARTMENT OF FINANCIAL SERVICES Division of Treasury —Bureau of Collateral Management � TV V PUBLIC DEPOSIT IDENTIFICATION AND ACKNOWLEDGMENT FORM Public Depositor Account Information Account Number 696613788 Type of Account (CD/other): Checkin Account Name: _ CITY OF CLERMONT Pooled Cash Full Name as it Appears on the Records of the Qualified Public Depository Accountholder's Federal Employer Identification Number (FEIN): 596000290 Qualified Public Depository (QPD) Information QPD's Full Legal Name: JPMorgan Chase Bank, N.A For Protection Under Chapter 280, Florida Statutes, Depository MUST be a QPD QPD's Address: 1111 Polaris Parkway, Columbus, OH 43240 QPD's FEIN: 13-4994650 Public Deposit Identification DECLARE that the above referenced account meets the definition of a public deposit pursuant to Section 280.02, Florida Statutes (F.S.), and is not exempt under the laws of Florida. A current Public Deposit Identification and Acknowledgment Form will be maintained as a valuable record of the public depositor. The current Public Deposit Identification and Acknowledgment Form with original signatures will need to be submitted in the event the above named QPD becomes insolvent or in default and a claim is filed with the Chief Financial Officer, State of Florida's office. Signature for Public Depositor: Printed Name & Title: S off bbV'V r Scott Borror Qualified Public Depository Acknowledgment Finance Director Date: 02/18/2025 ACKNOWLEDGE that the above referenced account has been identified to this QPD as a public deposit. Pursuant to Chapter 280, F.S., this account will be classified on the records of this QPD as a public deposit, collateralized as such, and reported as such on the Public Depository Monthly Report J1-1003, Public Depository Annual report J14- 1004, and any other report of public deposits requested by the Chief Financial Officer, State of Florida. Signature for Qualified Public Depository: Date: 02/18/2025 Printed Name &Title: Dominic A D'Amato Authorized officer DFS-J 1-1295 NEW 06/98 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 'r DEPARTMENT OF FINANCIAL SERVICES Division of Treasury —Bureau of Collateral Management � TV V PUBLIC DEPOSIT IDENTIFICATION AND ACKNOWLEDGMENT FORM Public Depositor Account Information Account Number 696613887 Type of Account (CD/other): Checkin Account Name: _ CITY OF CLERMONT Accounts Payables Full Name as it Appears on the Records of the Qualified Public Depository Accountholder's Federal Employer Identification Number (FEIN): 596000290 Qualified Public Depository (QPD) Information QPD's Full Legal Name: JPMorgan Chase Bank, N.A For Protection Under Chapter 280, Florida Statutes, Depository MUST be a QPD QPD's Address: 1111 Polaris Parkway, Columbus, OH 43240 QPD's FEIN: 13-4994650 Public Deposit Identification DECLARE that the above referenced account meets the definition of a public deposit pursuant to Section 280.02, Florida Statutes (F.S.), and is not exempt under the laws of Florida. A current Public Deposit Identification and Acknowledgment Form will be maintained as a valuable record of the public depositor. The current Public Deposit Identification and Acknowledgment Form with original signatures will need to be submitted in the event the above named QPD becomes insolvent or in default and a claim is filed with the Chief Financial Officer, State of Florida's office. Signature for Public Depositor: Scott Borror Printed Name & Title: S off bbV'V r Qualified Public Depository Acknowledgment Finance Director Date: 02/18/2025 ACKNOWLEDGE that the above referenced account has been identified to this QPD as a public deposit. Pursuant to Chapter 280, F.S., this account will be classified on the records of this QPD as a public deposit, collateralized as such, and reported as such on the Public Depository Monthly Report J1-1003, Public Depository Annual report J14- 1004, and any other report of public deposits requested by the Chief Financial Officer, State of Florida. Signature for Qualified Public Depository:— Date: 02/18/2025 Printed Name & Title: Dominic A D'Amato Authorized Officer DFS-J 1-1295 NEW 06/98 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 'r DEPARTMENT OF FINANCIAL SERVICES Division of Treasury —Bureau of Collateral Management � TV V PUBLIC DEPOSIT IDENTIFICATION AND ACKNOWLEDGMENT FORM Public Depositor Account Information Account Number 696613960 Type of Account (CD/other): Checking Account Name: _ CITY OF CLERMONT Payroll Full Name as it Appears on the Records of the Qualified Public Depository Accountholder's Federal Employer Identification Number (FEIN): 596000290 Qualified Public Depository (QPD) Information QPD's Full Legal Name: JPMorgan Chase Bank, N.A For Protection Under Chapter 280, Florida Statutes, Depository MUST be a QPD QPD's Address: 1111 Polaris Parkway, Columbus, OH 43240 QPD's FEIN: 13-4994650 Public Deposit Identification DECLARE that the above referenced account meets the definition of a public deposit pursuant to Section 280.02, Florida Statutes (F.S.), and is not exempt under the laws of Florida. A current Public Deposit Identification and Acknowledgment Form will be maintained as a valuable record of the public depositor. The current Public Deposit Identification and Acknowledgment Form with original signatures will need to be submitted in the event the above named QPD becomes insolvent or in default and a claim is filed with the Chief Financial Officer, State of Florida's office. Signature for Public Depositor: Scott Borror Printed Name & Title: S off bbV'V r Qualified Public Depository Acknowledgment Finance Director Date: 02/18/2025 ACKNOWLEDGE that the above referenced account has been identified to this QPD as a public deposit. Pursuant to Chapter 280, F.S., this account will be classified on the records of this QPD as a public deposit, collateralized as such, and reported as such on the Public Depository Monthly Report J1-1003, Public Depository Annual report J14- 1004, and any other report of public deposits requested by the Chief Financial Officer, State of Florida. Signature for Qualified Public Depository: «— Date: 02/18/2025 Printed Name &Title: Dominic A D'Amato Authorized Officer DFS-J 1-1295 NEW 06/98 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 'r DEPARTMENT OF FINANCIAL SERVICES Division of Treasury —Bureau of Collateral Management � TV V PUBLIC DEPOSIT IDENTIFICATION AND ACKNOWLEDGMENT FORM Public Depositor Account Information Account Number 696615080 Type of Account (CD/other): Checkin Account Name: _ CITY OF CLERMONT Utilities Deposit Full Name as it Appears on the Records of the Qualified Public Depository Accountholder's Federal Employer Identification Number (FEIN): 596000290 Qualified Public Depository (QPD) Information QPD's Full Legal Name: JPMorgan Chase Bank, N.A For Protection Under Chapter 280, Florida Statutes, Depository MUST be a QPD QPD's Address: 1111 Polaris Parkway, Columbus, OH 43240 QPD's FEIN: 13-4994650 Public Deposit Identification DECLARE that the above referenced account meets the definition of a public deposit pursuant to Section 280.02, Florida Statutes (F.S.), and is not exempt under the laws of Florida. A current Public Deposit Identification and Acknowledgment Form will be maintained as a valuable record of the public depositor. The current Public Deposit Identification and Acknowledgment Form with original signatures will need to be submitted in the event the above named QPD becomes insolvent or in default and a claim is filed with the Chief Financial Officer, State of Florida's office. Signature for Public Depositor: Scott Borror Printed Name & Title: S off bbV'V r Qualified Public Depository Acknowledgment Finance Director Date: 02/18/2025 ACKNOWLEDGE that the above referenced account has been identified to this QPD as a public deposit. Pursuant to Chapter 280, F.S., this account will be classified on the records of this QPD as a public deposit, collateralized as such, and reported as such on the Public Depository Monthly Report J1-1003, Public Depository Annual report J14- 1004, and any other report of public deposits requested by the Chief Financial Officer, State of Florida. Signature for Qualified Public Depository:-— Date: 02/18/2025 Dominic A D'Amato Printed Name & Title: Authorized Officer DFS-J 1-1295 NEW 06/98 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 'r DEPARTMENT OF FINANCIAL SERVICES Division of Treasury —Bureau of Collateral Management � TV V PUBLIC DEPOSIT IDENTIFICATION AND ACKNOWLEDGMENT FORM Public Depositor Account Information Account Number: 696613663 Account Name: CITY OF CLERMONT Type of Account (CD/other): Checki Full Name as it Appears on the Records of the Qualified Public Depository Accountholder's Federal Employer Identification Number (FEIN): 596000290 Qualified Public Depository (QPD) Information QPD's Full Legal Name: JPMorgan Chase Bank, N.A For Protection Under Chapter 280, Florida Statutes, Depository MUST be a QPD QPD's Address: 1111 Polaris Parkway, Columbus, OH 43240 QPD's FEIN: 13-4994650 Public Deposit Identification DECLARE that the above referenced account meets the definition of a public deposit pursuant to Section 280.02, Florida Statutes (F.S.), and is not exempt under the laws of Florida. A current Public Deposit Identification and Acknowledgment Form will be maintained as a valuable record of the public depositor. The current Public Deposit Identification and Acknowledgment Form with original signatures will need to be submitted in the event the above named QPD becomes insolvent or in default and a claim is filed with the Chief Financial Officer, State of Florida's office. Signature for Public Depositor: Scott Borror Printed Name & Title: Qualified Public Depository Acknowledgment Finance Director Date: 02/18/2025 ACKNOWLEDGE that the above referenced account has been identified to this QPD as a public deposit. Pursuant to Chapter 280, F.S., this account will be classified on the records of this QPD as a public deposit, collateralized as such, and reported as such on the Public Depository Monthly Report J1-1003, Public Depository Annual report J14- 1004, and any other report of public deposits requested by the Chief Financial Officer, State of Florida. Signature for Qualified Public Depository: Date: 02/18/2025 Dominic A D'Amato Authorized Officer Printed Name & Title: DFS-J 1-1295 NEW 06/98 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Disclosure To Florida Public Depositors (02/16/2012) Page 1 of 1 DISCLOSURE TO FLORIDA PUBLIC DEPOSITORS As a qualified public depository for public funds in the State of Florida, JPMorgan Chase Bank, N.A. ("Bank") is required to submit certain reports and information to the Chief Financial Officer of the State of Florida regarding public depositors and their public deposits'. Section 280.16(1)(d) of the Florida Statutes requires each qualified public depository to submit annual reports containing the names and Federal Employer Identification Numbers of each Florida public depositor. Section 69C- 2.010 of the Procedures for Administering the Florida Security for Public Deposits Act provides that, if requested, the Bank will have to provide the locations, accounts names, account numbers, account amounts and other related information with respect to each Florida public depositor. Information submitted by the Bank and any other qualified public depository in accordance with applicable Florida law regarding public depositors and their public deposits is subject to disclosure under Chapter 119 of Florida's Public Records laws. ' Pursuant to Section 280.02 of the Florida Statutes, a "public depositor" is the official custodian of funds for a governmental unit who is responsible for handling public deposits. A "governmental unit" means the state or any county, school district, community college district, special district, metropolitan government, or municipality, including any agency, board, bureau, commission, and institution of any of such entities, and any court. A "public deposit" means the moneys of the state or of any state university, county, school district, community college district, special district, metropolitan government, or municipality, including agencies, boards, bureaus, commissions, and institutions of any of the foregoing, or of any court, and includes the moneys of all county officers, including constitutional officers, that are placed on deposit in a bank, savings bank, or savings association and for which the bank, savings bank, or savings association is required to maintain reserves. This includes, but is not limited to, time deposit accounts, demand deposit accounts, and nonnegotiable certificates of deposit. Moneys in deposit notes and in other nondeposit accounts such as repurchase or reverse repurchase operations are not public deposits. Securities, mutual funds, and similar types of investments are not considered public deposits. ©2025 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. All services are subject to applicable laws J. P Morgan and regulations and service terms. Not all products and services are available in all geographic areas. Eligibility for particular products and servic is subject to final determination by J.P. Morgan and/or its affiliates/subsidiaries Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E V5.5_07_28_23 Consolidated Service Terms J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative. TREASURY SERVICES (UNITED STATES) COMMERCIAL BANK PN: 3050531 DOC ID: 1 Page 1 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Welcome to JPMorgan Chase Bank, National Association ("J.P. Morgan", "Chase', or "Bank"). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet ("Booklet") contains the terms and conditions for certain cash management services ("Service Terms") J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regarding Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. This Booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. All Service Terms are subject to the Bank's Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and/or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. We look forward to serving your business needs and thank you again for choosing Chase. SERVICES FOR CUSTOMERS A. ACH Origination Service Terms V2.2_10_28_22 B. ACH Transaction Blocking ACH Transaction Blocking with Positive Pay and ACH Transaction Review Service Terms V1.3_07_28_23 C. Lockbox Service Terms V1.5 05 20 21 D. Coin and Currency Service Terms V1.6_12_06_19 E. Positive Pay Reverse Positive Pay and Payee Verification Terms V1.5_01_04_23 F. Controlled Disbursement Service Terms V1.4 10 25 13 G. Image Cash Letter Service Terms V1.10_05_24_21 H. Check Print Service Terms V2.0 07 17 20 I. ACH Tax Payment Service Terms V1.1_11_26_13 J. Remote Capture Services Terms V1.3_10_16_19 K. JP Morgan TS Electronic Channels Service Terms V4.2_02_12_20 L. Healthcare Link Processing Service Terms V1.3 08 25 22 PN: 3050531 DOC ID: 1 Page 2 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E SERVICE TERMS - CONSOLIDATED SERVICE TERMS BOOKLET The services described herein (each a "Service") are subject to the Bank's Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms A. ACH ORIGINATION SERVICE TERMS The origination of ACH Entries and the transmission and issuance of other transactions and information will be pursuant to these Service Terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated Clearing House Association. Capitalized terms used in these ACH Service Terms, unless otherwise defined in the account documentation or these Service Terms, shall have the same meanings as set forth in the Rules. Customer and JPMorgan Chase Bank, N.A. (the "Bank) agree to comply with and be bound by the Rules as in effect from time to time. Service. Bank provides automated clearing house ("ACH") origination services that will enable Customer to do one or more of the following: originate ACH Debit Entries; originate ACH Credit Entries; and instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other information pertaining to the Entries. Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. Further, the Customer's origination of WEB, TEL and AT Entries requires additional pre - approval by the Bank; if the Customer attempts to originate such Entries without first obtaining such approval, the Entries may be suspended, delayed or rejected pending completion by the Bank of product due diligence, know -your -customer and/or other review as the Bank determines to be necessary in its discretion. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator. It is Customer's responsibility to provide Entries and instructions to Bank with all the necessary information to complete Customer's requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria Bank specifies for acceptance. All requests to Bank must be received by Bank before Bank's established cut-off time in order for processing to commence on that ACH processing day. Any request that is incomplete or that Bank finishes receiving after the relevant cut-off time will be processed by Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned. If Customer wants Bank to re -process those transactions or transmissions, Customer must correct them and re -submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank's auditors and other personnel with reasonable access at all reasonable times to the Customer's facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer's compliance with these Service Terms and the Rules. Security and Data Protection Procedures. All instructions received by Bank in Customer's name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or information in Customer's name. Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or encrypted using commercially reasonable security technologies meeting standards acceptable to Bank. If Customer uses a security procedure other than as described above, Customer acknowledges that Customer refused Bank's security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer's name and accepted by Bank in compliance with the security procedure Customer chose. If Customer elects not to utilize recommended message authentication and/or encryption technology, Customer assumes all responsibility for unauthorized disclosure or unauthorized access to Customer's data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver's account number or routing number to any third party for such third party's use, directly or indirectly, in initiating a separate Debit. 3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer's account with Bank that Customer specifies for the total of: Customer's Debit Entries that Bank processed for settlement that day; RCCs issued for deposit to Customer's account on that day; and any returned or reversed Credit Entries. Bank may delay the availability of funds deposited into Customer's account by Debit Entry or RCC until those transactions cannot be reversed in accordance with the Rules or applicable law. Bank will debit Customer's account with Bank that Customer specifies for the total of Credit Entries processed in Customer's name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. PN: 3050531 DOC ID: 1 Page 3 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer's behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that. 4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and covenants that (a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained Bank's express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank's express consent to do so. Customer agrees to indemnify Bank and Bank's employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (a) Customer's breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof. Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry. Stop Payments; Reversals and Recalls; Rejections. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified. If Customer originates Debit Entries to an account or accounts at a financial institution that is not a Participating Depository Financial Institution in the ACH system (such account hereafter called a "Non-ACH Eligible Account"), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank's prior consent, pursuant to which Bank will process each such Debit Entry to a Non-ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an "RCC"), on the Customer's behalf. The RCC will be drawn in the amount and on the Non -Eligible ACH Account of the individual or entity specified as the receiver in the Customer's instructions and will be deposited to the Customer's designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank shall not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non-ACH Eligible Accounts and only when the Bank has consented to provide such service, even if the Customer includes an instruction in its file for the Bank to otherwise originate an RCC or paper draft. 6. Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer's behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer's provider and Customer is responsible for all costs and expenses of Customer's provider. 7. Notification to Bank if Customer is or Becomes a Third Party Sender. Customer will not initiate Entries as a Third Party Sender or otherwise originate Debit Entries or Credit Entries on behalf or for the benefit of other persons or entities without prior notification to, and approval of, the Bank. Accordingly, Customer will notify Bank if Customer at any time intends to become a Third Party Sender and will not commence such activity unless and until Bank approval is obtained. 8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels that support IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank's ACH origination channels can be used for IAT origination. If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer's account in the currency in which Customer's account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank's jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank's or RDFI's review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made PN: 3050531 DOC ID: 1 Page 4 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date. 9. Same Day Entries. The terms set forth in this Section 9 apply to any Same Day Entry, as such term is defined in the Rules, originated by the Customer. From and after the effective date specified under the Rules for Same Day Credit Entries and Same Day Debit Entries (or such other dates as may be communicated to the Customer by the Bank), subject to the conditions set forth in this Section 9, any Credit Entry or Debit Entry submitted to the Bank that meets the criteria set forth in the Rules for a Same Day Entry ("Same Day Criteria") may be processed and released by the Bank in such time and manner as to enable same day processing and settlement by the applicable ACH Operator and RDFI. The Bank may, in its sole discretion, provide the Same Day ACH Service to its customer segments on either an opt -out basis or an opt -in basis. If the Service is provided to the Customer on an opt -out basis, any Credit Entry or Debit Entry transmitted to the Bank in the name of the Customer that meets the Same Day Criteria may be processed as a Same Day Entry (from and after the Respective Implementation Date), and the Customer will be charged applicable fees for such processing. The Customer may elect to exclude transactions from Same Day ACH processing by notifying the Bank in writing (or by such other means as the Bank may specify) of specified Company IDs that the Customer wants to exclude from Same Day ACH processing even if the Same Day Criteria are met. In such case, the Bank will exclude files/Entries with such Company IDs from the Service. If the Service is provided to the Customer on an opt -in basis, the Customer may request that its originated Entries meeting the Same Day Criteria be processed on a same day basis; otherwise, such Entries will not be processed on a same day basis. As a result of the implementation of the Same Day ACH processing, there may be changes to the posting times for Entries; Same Day ACH Entries as well as Entries originated to accounts of Receivers at the Bank may be posted to Receivers' accounts earlier than posting was occurring prior to implementation of Same Day ACH processing. Notwithstanding anything to the contrary contained in these Service Terms, certain Bank transmission channels will not provide capability for origination of Same Day ACH Entries or will provide such capability at a later time than other channels. 10. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank's termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer's breach of the Rules. B. ACH TRANSACTION BLOCKING/ACH TRANSACTION BLOCKING WITH POSITIVE PAY AND ACH TRANSACTION REVIEW SERVICE TERMS 1. ACH Transaction Blocking (a) Service. JPMorgan Chase Bank, N.A. ("Bank") provides a service that allows Customer to block and return ACH debit and credit entries originated to Customer's account with Bank. Customer can select from a variety of authorization or blocking criteria and advise Bank in a manner and form acceptable to Bank. Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused. (b) ACH Company IDs. If Customer elects an option that blocks or allows ACH debits or credits from specified companies, Customer will be solely responsible for obtaining the correct ACH Company ID for each such Originator. Customer must supply the Bank, through the designated user interface, with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The ACH Company ID will be the sole criterion for blocking debit and credit entries (unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator Customer understands that ACH Company IDs are not unique and that an ACH Company ID may identify more than one Originator, and one Originator may have multiple ACH Company IDs. Customer understands that ACH Company IDs are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses an ACH Company ID other than the one Customer identifies. Bank will not be responsible for transactions blocked or allowed in accordance with the instructions Customer provides for the ACH Company ID. 2. ACH Transaction Blocking with Positive Pay (a) Service. Bank also provides a service that allows Customers who are currently setup on ACH Transaction Blocking to elect an optional billable feature which provides notification to Customers prior to posting or return of any ACH debit entries and/or credit entries identified as unauthorized and/or authorized, regardless of established ACH Transaction blocking parameters set by Customer. (b) Bank will provide such notification to Customer by a method prescribed by Bank, and Customer shall have an opportunity to provide instructions to Bank prior to a designated cut-off time ("Cut -Off Time")s, and in a manner and form acceptable to the Bank, to either (a) allow the debit Entries and/or credit Entries to post rather than returning them (where the Customer's Block rule specifies return of such Entry), or (b) return the debit Entries and/or credit Entries instead of allowing them to be processed (where the Customer's Block rule specifies processing of such transactions). If the Customer does not provide such instructions prior to such designated cut-off time or if an Entry with a same day effective date is received after such designated cut-off time, Bank will disposition such Entries in accordance with the Customer's established ACH Transaction Block rules for that account. (c) Additionally, Customer may provide instructions to Bank prior to a designated Entry cut-off time, and in a manner and form acceptable to the Bank to add allowable or non -allowable IDs to their ACH Transaction Blocking profile rule directly from transactions details presented for decisioning. (d) Settlement and availability of funds may be delayed as a result of an ACH transaction held until the Cut -Off Time. PN: 3050531 DOC ID: 1 Page 5 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 3. ACH Transaction Review (a) Service. Bank provides a service that allows Customer to review ACH debit and credit entries originated and posted to Customer's account with Bank and to instruct Bank to return some or all of these transactions. Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions it wishes to review or Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. (b) Review and Return Process. Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer's account. The details provided by Bank for each entry will include account number, dollar amount, ACH Company ID, receiver's name, standard entry class code and settlement date. (c) Customer shall advise Bank by means of an agreed upon transmission method not later than Bank's designated cut-off time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that Customer wishes to return. Bank is entitled to rely on any instructions which it receives and which it reasonably believes to be genuine. Bank shall return all such transactions and make corresponding adjustments to the Customer's account to which the transactions had been posted. All transactions reported to Customer as to which Bank does not receive a timely return instruction from Customer will remain posted or be returned based on the Transaction Review profile default decision setting established by the Customer. (d) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer's account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction, or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. 4. ACH Transactions Not Subject to ACH Transaction Blocking, ACH Transaction Blocking with Positive Pay or ACH Transaction Review. Notwithstanding anything to the contrary in these Service terms, the following types of ACH transactions will not be made available for Customer's review and decisioning: • debits or credits to Customer's account to offset any ACH entries originated by Customer through Bank ; • reversals of previously received ACH entries. • returns or reversals by the RDFI of ACH entries originated by Customer through Bank; • reclamation entries; • debits or credits to Customer's account initiated by Bank or Bank's agent or affiliate to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges Customer owes Bank or Bank's affiliates; and • if Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to that service. 5. Incorporation of Account Documentation. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Transaction Blocking and/or Transaction Review Services, Customer agrees to these Service Terms. C. LOCKBOX SERVICE TERMS Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. Through this service, the Customer's remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer's deposit account. 1. Lockbox Service. The Bank shall provide the Customer remittance processing and deposit services as described in these Service Terms (the "Service" or "Lockbox Service") to support its accounts receivables business needs. Through this Service, the Customer's remittances are sent to a designated post office box ("Post Office Box") and/or delivered to or via courier to the designated Bank location by the Customer. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. The Bank may direct the Customer to include specific codes or formats within its assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring its customers' payments to Customer are properly addressed in order to prevent delays in processing. Customer agrees not to send cash to the Bank in connection with the Lockbox Service. The Bank will collect all mail from the designated Post Office Box and deliver it to the Bank's lockbox processing site(s). The Bank will open the mail, process the remittance information and process the checks or cheques (collectively, "checks") eligible for this Service (the "Items") in accordance with the Customer's instructions and the Statement of Work and/or Service Guide (as such terms are defined below), if applicable. Upon completion of the remittance processing work, Bank will image the eligible Items and process them for credit to the Customer account or process for collection the Items received, except: (i) Items which the Customer has instructed the Bank in writing, and the Bank has agreed not to process; (ii) Items which the Bank believes should receive the Customer's special attention; (iii) Items for which the Customer is not the payee, unless (x) the Customer has instructed the Bank to accept all payees or (y) the Customer has provided proper authorization to process for credit or collection of such Items; and (iv) any other matter or merchandise received (collectively, "Remittance Processing"). The Bank will not process PN: 3050531 DOC ID: 1 Page 6 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer irrevocably appoints the Bank (and all persons the Bank designates in connection with the Lockbox Service) to endorse Items with the Customer's name. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank and shall be deemed to make all of the warranties of a transferor of such Item under applicable law. (a) The Customers requiring "Caller Service" or "Business Reply Mail Service" (as such terms are used by the United States Postal Services ("USPS")) or any similar service at the USPS or Canada Post Corporation ("CPC") for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the USPS or the CPC, as the case may be, and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer's failure to pay the USPS or the CPC, as the case may be, for such services or any other action taken or not taken by the USPS or the CPC, as the case may be. (b) The Bank may, at its sole discretion, provide the Customer additional optional Services including, without limitation, Decision Manager (as defined below), non -deposit remittance Items (i.e., the Bank will process and deposit only Items that meet the Customer directed rules for deposit), early transmission of remittance data, customized grouping and sorting of Items (i.e„ the Customer instructs the Bank to further group and sort the contents of its mail according to criteria specified by the Customer) and imaging and additional data capture requirements of remittance data to create customized transmission files and reporting (collectively, the "Value Add Services'). The Customer shall submit to the Bank a completed implementation requirements document (the "Statement of Work") instructing the Bank to perform the Value Add Services agreed to by the Customer and the Bank. The Customer may receive user guides and other materials ("Service Guides") setting forth the terms and conditions upon which such Value Added Services shall be provided to the Customer by the Bank. The Customer acknowledges and agrees that Remittance Processing and, if applicable, the provision of Value Add Services (collectively, "Pre -Deposit Processing") may result in Items not being deposited until completion of such Pre -Deposit Processing in accordance with Customer's instructions. Decision manager ("Decision Manager") is an exception workflow tool to which clients can subscribe. Upon the Bank's review of the mail and remittance information for Items that do not meet a Customer's specified requirements for deposit (e.g., check and invoice amounts do not match, incorrect payee name, incorrect amount, etc.) or reported as processing exceptions ("Exception Items"), the Bank will notify the Customer of such Exception Items by posting such Exception Items on a designated website or application. The Customer must communicate its decision for Exception Items within the deadline indicated in the Statement of Work. The Customer agrees that the Bank shall not deposit such Exception Items until the Bank receives an instruction from the Customer. If the Customer fails to provide an instruction within the timeline specified, the Bank will either return the Item unprocessed to the Customer or follow the default instruction specified in the Statement of Work. (c) If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that action. (d) The Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to the Customer as unprocessable; provided, however, upon Customer's request, but at the sole discretion of the Bank, the Bank may process or collect foreign checks on behalf of Customer subject to terms and conditions in the Account Documentation. Availability Schedule. The Bank will deposit eligible Items to the Customer's designated deposit account in accordance with the Bank's Availability Schedule provided to the Customer. The Customer agrees that Items that require special handling may receive delayed availability. 3. Returned Items; Re -presentment. If any Item is rejected, reversed, or returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the Bank has been instructed in writing by the Customer to re -present Items which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re -presentment. 4. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than fourteen (14) days. All original documents will be destroyed fourteen (14) days after processing. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer If the Customer elects, the Bank will provide images of the Items ("Imaged Items") received together with images of related documents ("Imaged Documents"), through a delivery media ("Delivery Media") at the intervals agreed upon between the Bank and the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction, per the Customer's selection. If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer through the Delivery Media. 5. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or PN: 3050531 DOC ID: 1 Page 7 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data. 6. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this Service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear. 7. Disclosures. As between the Customer and the Customer's clients, if applicable, certain payments collected hereunder may be subject to various cut-off times and payment deadlines (the "Disclosures"). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the Disclosures and the Customer's responsibilities under applicable laws and regulations. D. COIN AND CURRENCY SERVICE TERMS Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for coin and currency, make deposits and track activity by location through electronic reporting options. 1. Cash Orders 1.1. Placement of Cash Orders. The Customer may issue written instructions for the Bank to release United States coin and currency ("Cash") to an armored courier service (the "Courier") as designated by the Customer in accordance with the Bank's guidelines ("Cash Order"). The Customer acknowledges that Cash Orders may be transmitted to the Bank only during such times as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount set forth in the Cash Order. If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank's branch locations by issuing a check to debit the Customer's account at the Bank or as a "cash for cash" exchange. If there are insufficient funds in the designated account, the Bank is authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank. 1.2. Cash Order Limits. The Bank and the Customer may agree to limit the amount of Cash that may be delivered pursuant to a Cash Order ("Cash Limit"). 1.3. Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48 hour period may be denied and the Customer will have no right to refuse or receive an adjustment after such time period. 1.4. Cancellations and Amendments. A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act on behalf of the Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier ("Cancellation"). A Cash Order may only be amended telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered. 1.5. Notice of Rejection/Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest. 1.6. Security Procedure. The Bank must receive a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location (collectively, "Codes"). The Customer agrees that use of the Codes constitutes a security procedure for verifying the authenticity of the Cash Order as being that of the Customer ("Security Procedure")... The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a "cash for cash" exchange or issuing a check to debit the Customer's account at the Bank. 1.7. Geographical Limitations. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer's store/office locations in the United States. PN: 3050531 DOC ID: 1 Page 8 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E 2. Cash Deposits 2.1. Standard Courier Service. The Customer may deliver and pick up shipments of Cash or checks to or from the Bank by using the services of a Courier that has been authorized by the Bank, who will act solely as the Customer's agent. The Courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services to the Customer. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to Customer's Courier, Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission even if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier if the Bank has followed its customary procedures for identifying the individual. 2.2. Deposit Presentment and Processing for Standard Courier Service. With regard to deposits delivered to one of the Bank's vault locations, the Customer's Courier must deliver deposits in sealed tamper -proof plastic security deposit bags that meet the standards described in the Bank's guidelines and contain only Cash and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer's authority to redeem food stamps. The Bank will open the bags and process the deposits. (a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer's deposit slip. This receipt is not an acknowledgment of the contents of any bag. 2.3. Courier Service through the use of a Smart Safe or Recycler Machine. The Customer may use the services of a courier that has been authorized by the Bank, who will act solely as the Customer's agent. The courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. The Customer will receive Advance Credit only for Cash placed in Deposit Cassette (as defined below) component of the machine. The Customer's courier is authorized to transmit the Cash information only with regard to the Deposit Cassette component of the machine to the Bank on the Customer's behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer's designated account. The courier will deliver the Cash to the Bank as directed by the Bank at the Customer's expense. The Customer authorizes the Bank to instruct the courier to pick up any Cash for which the Bank has given provisional credit at any time at the Customer's expense. For purpose of these Service Terms, "Deposit Cassette" is the component of the machine whereby the Customer places Cash into such component and only the courier is able to access such Cash once it is placed in the Deposit Cassette. 2.4. Deposit Presentment and Processing through the use of a Smart Safe or Recycler Machine. The Customer agrees that once the Cash is in the Deposit Cassette component of the machine, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information from the Customer's courier with regard to deposits or adjustments to the Customer's deposit account with the Bank. Once the Customer's courier has completed the verification of the Cash from the Deposit Cassette component of the machine and has transmitted the deposit/adjustment information to the Bank, the Cash is then placed into the Bank's inventory at the courier's location. In the event of a dispute related to the amount credited to the Customer's deposit account, the Customer will initiate its claim and request for an investigation with its courier. 2.5. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer, the receipt provided to the Customer or its agent upon initial presentment or the transmission received from the courier on the Customer's behalf, the currency will be re-counted for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide, the "Threshold" amount, the Customer's representative designated in the service implementation questionnaire will be notified of the adjustment, and an adjustment fee will be charged. If the discrepancy is in the Threshold amount or less, the Bank will not adjust the Customer's account, the Bank will retain the discrepancy amount, and no adjustment fee will be charged. The Bank's determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer. 2.6. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer's account, the Bank is not responsible for any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag... 2.7. Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank's unattended facilities (including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number ("PIN"). The Customer must return all access devices to the Bank upon request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer's Courier is physically present at one of the Bank's unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility. 2.8. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer's responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not PN: 3050531 DOC ID: 1 Page 9 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time. 2.9. Geographical Limitations of Cash Deposits. Cash Deposits must be delivered to the Bank by Customer's courier and from Customer's physical store/office locations in the United States. Cross -border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited E. POSITIVE PAY REVERSE POSITIVE PAY AND PAYEE VERIFICATION TERMS JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer, in accordance with the provisions set forth in these Positive Pay, Reverse Positive Pay and Payee Verification Service Terms (these "Service Terms"), with one or more of the services listed below (each a "Service") that help prevent check fraud on deposit accounts by identifying discrepancies between checks ("Items") presented to the Bank for payment from the Customer's demand deposit account associated with the Service (the "Account") and those Items that are issued by Customer. The provisions of the Bank's account documentation, including terms and conditions governing the operation of business accounts and services as well as other service guides or material (the "Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms. 1. Services. With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to Items being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on Items that have been presented for payment. and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information, and the Bank compares such information against the payee names on Items that have been presented for payment. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account. 2. Issuance Information. The following information is defined as "Issuance Information" for each Item: (i) Account number on which the Item is drawn; (ii) Item serial number; (iii) dollar amount; (iv) issue date (not as part of Reverse Positive Pay); and (v) for Payee Verification only, the payee name. For Positive Pay and Payee Verification, the Customer must provide the Bank the Issuance Information by the banking day on which the Customer issues Items by means of a mutually -agreed -upon transmission method. With Positive Pay, the Bank will compare items (i), (ii) and (iii) (and, in the case of Payee Verification, item (v)) of the Issuance Information with the applicable information from the Items presented to the Bank for payment against the Account. If Customer has properly set up an issue date limitation, then Bank will compare the date the Item has been paid with the issue date in the Issuance Information. For Reverse Positive Pay, the Bank will provide the Customer access to the Issuance Information, and the Customer will compare such information with the Items Customer has issued. 3. Discrepancies. For Positive Pay and Payee Verification, if an Item is presented to the Bank for which it has not received timely Issuance Information or that contains information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented to the Bank for payment. If Customer fails to provide the Issuance Information (including, in the case of Payee Verification, the payee name) in the file format required by the Bank, the Bank will not be liable for failing to detect any discrepancy between the Item and the Issuance Information orfor processing and payment of such Item. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment ("Presentment Decision"). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide access to the Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is not authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any Instructions by the Customer which it receives and which it reasonably believes to be genuine. If a Customer attempts to change an Instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request. "Banking Day" means any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be open for business. 4. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items which have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACH transactions. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification service (the "Threshold Amount"). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer's Account; however, Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to Payee Verification, the Bank will compare the payee name provided in the Issuance Information to the payee lines contained in the name/address block identified on the Item (presented as provided for in the Bank's set-up requirements) and will otherwise be limited to those parameters specifically agreed to by the Customer and Bank. Customer understands that Bank will not be liable to Customer (i) for any discrepancy in the payee name if the discrepancy was not detected due to the check stock or the print format of the Item not passing the Bank's testing (including, without limitation, with respect to the payee name placement) or (ii) for any discrepancy in the payee name if the payee name was handwritten on the Item. 5. Voided Items and Stop Payments. PN: 3050531 DOC ID: 1 Page 10 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E For any Item listed on Customer's Issuance Information which Customer decides it no longer wishes to pay: (a) if the Item is physically in the Customer's possession, Customer may place a void notice in the Issuance Information for such Item, or (b) if the Item is no longer physically in its possession, the Customer must place a stop payment request with the Bank in accordance with the Bank's requirements and the Account Documentation. If the Customer does not place a stop payment request for an Item not physically in Customer's possession as set forth in (b) above and instead places a void notice, Customer agrees (i) that Bank may debit the Customer's account for the payment of such Item and (ii) that Customer will be liable to Bank for any damages Bank may suffer as a result of the Customer's failure to place a stop payment on such Item. 6. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any Item for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank's adherence to these procedures in these terms, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account. 7. Over the Counter Presentment and Encashment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. If an Item is presented for encashment or deposit at one of the Bank's branch locations at the teller line and the account is under the Positive Pay or Payee Verification Service, the Customer authorizes the Bank to pay such Item at the teller line based upon the Issuance Information. If an Item is presented for encashment at one of the Bank's branch locations at the teller line and the account is under the Reverse Positive Pay Service, (i) the Customer authorizes the Bank to pay such Item pursuant to the Bank's policies and procedures for encashment, (ii) Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services; and (iii) Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over-the- counter. The Bank may charge a person who cashes an Item drawn on the Customer's Account a fee at the time of encashment. 8. Non -Standard Items. The Service(s) shall not apply to any Item that does not meet the Bank's set-up requirements for Items to be eligible for the Services (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary) ("Non -Standard Items"). Customer acknowledges that (i) the use of Non -Standard Items may increase the likelihood of fraud, such Non -Standard Items may not be accepted for deposit at financial institutions, and the use of Non -Standard Items may lead to processing delays in the failure of such Non -Standard Items to systemically be matched to the Issuance Information at the time they are presented to the Bank for payment, and (ii) the use of Non -Standard Items may result in the Bank's fraud protection services not being able to operate as designed such that Non -Standard Items may not be able to be returned within the legal timeframe. Customer acknowledges that Non -Standard Items may be treated as non -cash items for purposes of Regulation CC. Customer agrees that the Bank may, without liability to Customer, refuse to deposit any Non -Standard Item, including, without limitation, refusing to accept the deposit at any of the Bank's branch locations. Customer agrees that Customer's decision to use Non -Standard Items which result in the inability to meet the formatting standards required by the Bank's Service(s) to operate as designed (systemic matching of the Issuance Information to the Item at the time it is presented for payment) constitutes negligence contributing to the making of an unauthorized signature and/or a material alteration of the Item (collectively "Unauthorized Item") in situations where a Non -Standard Item is paid against the Customer's account that the Customer claims is an Unauthorized Item, (a) Customer assumes the risk of loss to the extent that such Service(s) would have detected the Unauthorized Item if it had used check stock that met the Bank's formatting requirements, (b) Customer shall not claim against the Bank, and the Bank shall have no obligation or liability to Customer to recredit any such account for any such loss, and (c) the Bank will have exercised ordinary care if it pays an Item drawn on any Customer account based upon industry standards without any further inspection of any such Item, even if it is an Unauthorized Item. 9. Incomplete Activations and Service Suspensions. Customer agrees that the Bank shall have no obligation or liability to Customer in accordance with these Service Terms (i) in the event the Services are suspended by Bank in accordance with the Account Documentation; or (ii) prior to Customer taking all required steps to fully implement the Services (including, without limitation, Customer's final activation of the Service [i.e., actioning "pending positive pay"] on the applicable Bank electronic channel). Customer also understands that it may be billed for the Services notwithstanding that it has not taken all required steps to fully implement the Services. F. CONTROLLED DISBURSEMENTS SERVICE TERMS Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain control over idle balances and automate funding transfers and is designed to provide disbursement totals early each business day. 1. Controlled Disbursement Account. Each controlled disbursement account ("Controlled Disbursement Account"), except as set forth herein, shall be opened and maintained in accordance with the Account Documentation. Customer agrees that if it fails to utilize one of the Bank's positive pay services on the Controlled Disbursement Account, that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Customer assumes the risk that checks or drafts ("Items") presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services. PN: 3050531 DOC ID: 1 Page 11 of41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 2. Payment of Items. Bank, on each banking day, will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same - day settlement arrangement. Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation. 3. Over -the -Counter Presentment. Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. 4. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account. 5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding Customer's Controlled Disbursement Account. 6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 7. Financial Condition. In the event of the deterioration of the financial condition of the Customer, as determined in the Bank's sole discretion, the Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit account without prior notice to the Customer. 8. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer's Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney's fees and costs, resulting directly or indirectly from Customer's breach of this Section 8. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 8, Bank may immediately terminate this Service or any Service feature upon notice to the Customer. G. IMAGE CASH LETTER SERVICE TERMS 1. Service. JPMorgan Chase Bank, N.A. (the "Bank") which may include designated agents of the Bank, will provide Customer with image cash letter services for Checks as defined below (the "Service") in accordance with the provisions set forth in this document (the " Service Terms"). The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services and the ACH Origination Service Terms as may be applicable ("Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. 2. Transmission and Processing. Customer shall provide through its own methods or devices the captured check images and check data from the Check, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the "Transmissions") in the format and specifications required by the Bank's File Standards and within the cut-off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank's or any transferee's standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, "Checks" shall mean original paper checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer's account at the Bank. 3. Image Cash Letter File Deposit Time. The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been received by the Bank when the entire file has been written onto the Bank's system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be PN: 3050531 DOC ID: 1 Page 12 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. 4. Customer Liability. Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) maybe received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment -related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present a Transmission or the original Check or substitute check more than once to the Bank if the initial Transmission was processed as an ACH transaction and shall be responsible for any and all losses or claims resulting from the Customer presenting such Check or Transmission for payment more than once through any method. 5. Suspension/Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer's account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days' prior written notice to the other party; provided, however, that the terms of Section 9 will apply to any termination prior to the time period set forth in the Pricing Schedule. 6. Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank's technology or any work or any part thereof, and all right, title and interest in and to the Bank's technology will remain solely with Bank or its subcontractors. 7. WARRANTIES AND DISCLAIMERS. 7.1 CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK THAT: (A) EACH TRANSMISSION CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A RECORD OF ALL APPLICABLE MICR - LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID; (E) CUSTOMER WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY TRUNCATE AND CREATE TRANSMISSIONS FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI -MONEY LAUNDERING PROGRAM IN COMPLIANCE WITH ANTI -MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI -MONEY LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER'S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; (1) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; AND (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE. 7.2 DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK'S PROCEDURES. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE AND THIRD PARTY SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK'S RECOMMENDED SYSTEM CONFIGURATION. 8. INDEMNIFICATION. PN: 3050531 DOC ID: 1 Page 13 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK'S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY'S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (i) CUSTOMER'S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) A BREACH OF ANY WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW, CLEARING HOUSE RULE OR REGULATION. 9. Pricing Schedule/Volume/Termination Penalties. Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges/fees and the volumes, as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer. Such termination fee shall be paid within thirty (30) days' after the effective termination date. 10. Audit. Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank. 11. Customer Offering Mobile Check Delivery Application. If Customer offers its own customers ("Customer's Client") a mobile deposit solution through the Customer's (or its vendor's) mobile check delivery application ("Application"), allowing the Customer's customer to capture pictures of the front and back of eligible Checks from their mobile device and to send the images to Customer through the Application, Customer also represents and warrants the following: A. Customer will only send images of Checks that are made payable to Customer. B. Customer has established internal controls and procedures relating to Checks delivered to it through an Application, to comply with the requirements of these Service Terms. C. Customer's Clients are required to enter into the Customer's Application service terms and conditions or a similar agreement setting forth the Customer's Client's obligations and limiting the use of the Application for only original paper checks that are made payable to the name of the Customer. Such terms shall include the Customer Client's agreement that use of the Application constitutes their issuance and delivery of the Check to the Customer, and the Customer is a holder of the Check. D. Customer prohibits use of the Application from OFAC prohibited countries. 12. Online Adjustments Services. If Bank and Customer agree, Customer will submit its adjustment requests through the web -based SVPCO Online Adjustment Service ("Online Adjustment") based on the following terms: For Customers choosing the deposit account option where they settle for the Items through the Customer's deposit account at Bank ("Deposit Account") option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time ("SVPCO Rules"). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments ("Form"). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer's Account for any adjustments and related fees. Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Online Adjustment. Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House. H. CHECK PRINT SERVICE TERMS The Check Print Service enables the Customer instruct the Bank to create and mail checks and/or documents on behalf of the Customer. 1. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the "Print Order"). Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders. Print Orders may include printing of non-payment documents ("Documents") if agreed to by the Bank based upon these Service Terms. 2. Check Pull Requests. For any Print Order received by the Bank, the Customer may request the Bank to pull a check(s) from processing by completing the Bank's manual check pull request form ("Check Pull Request"); provided, however, that a Check Pull Request will not be effective unless and until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon such request. A Print Order may not be amended or modified. The Bank has no obligation to adjust or stop the payment or posting of a Print Order it has accepted. 3. Receipt of Print Orders. The Customer shall transmit Print Orders to Bank to the location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service Terms. PN: 3050531 DOC ID: 1 Page 14 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other documents to be completed and included with the check issuance ("Documents"); and (d) mail or send the check by courier along with any Documents as agreed upon (collectively, the "Issuance"). The Customer expressly grants the Bank the authority to create and process such Issuances. 5. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service or given electronically, orally, by telephone or facsimile transmission. 6. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein. 7. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank's acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change. 8. Limitation of Liability. The Bank's liability shall be limited to direct damages caused by the Bank's failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful. 9. Cashier's Checks. If the Bank creates cashier's checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier's check print file information ("File Information") to the Bank by the Bank's cut off time on a given day ("Day One"); (b) the Customer authorizes the Bank to debit the Customer's designated account ("Funding Account") for the amounts shown on the File Information on Day One; (c) as the cashier's checks from the File Information are being processed, the account reconciliation issue file ("ARP File") must match the date of funding found in the File Information of the next banking day ("Day Two"); (d) for any cashier's check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier's check, the Bank is authorized to reject the creation of such cashier's check; (e) fully funded cashier's checks will be printed on Day Two; (f) if the Customer is using one of the Bank's online services, Customer will be able to view information regarding the cashier's checks which were funded and created and those that were rejected; (g) any information from the File Information which can not be used to create a cashier's check will be communicated to the Customer for further research and reconciliation; (h) if any cashier's check is returned as undeliverable, the cashier's check will remain outstanding in the Bank's cashier's check account and escheated according to applicable laws and regulations. If the payee of a cashier's check claims that the cashier's check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank's procedures. I. ACH TAX PAYMENT SERVICE TERMS 1. Service. Bank will provide a service (the "Service") whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay: • any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time; • certain state taxes; and • certain municipal taxes. Bank may pay taxes from Customer's account in accordance with any instructions issued in Customer's name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association ("NACHA Rules"). 2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, "Business Day" means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined). The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an "International ACH Transaction" (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an "International ACH Transaction" (or IAT). Customer shall indemnify and hold Bank harmless from and PN: 3050531 DOC ID: 1 Page 15 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT. 3. Tax Payment Security Procedures. (a) A Bank -issued or approved access code and PIN and/or other security device ("Security Device") is required to access the Service. The Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the "User Guide"). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at anytime and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access. Customer shall designate an administrator (the "Administrator") who shall have authority in accordance with the operational instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i) designating individuals as users ("Authorized Users"); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each Authorized User of his/her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank's request, a list of Authorized Users. 4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank's security procedures. The Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration. 5. Funding. Customer authorizes Bank to debit Customer's applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer's applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on customer's behalf. Bank may change or cancel the limits anytime without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority. 6. Warranties; Indemnity. Except as specified below, Customerwill be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the NACHA Rules. Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States. Customer agrees to indemnify Bank and Bank's employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorney's fees and costs) resulting directly or indirectly from (a) Customer's breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment. Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment. 7. Stop Payments; Reversals and Recalls. Customer's instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified. 8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. PN: 3050531 DOC ID: 1 Page 16 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 9. Limitation of Liability. Bank's maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. 10. Incorporation of Account Documentation; Termination. The Bank's terms governing the operation of business accounts and services ("Account Documentation") are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank's termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer's breach of the NACHA Rules. J. REMOTE CAPTURE SERVICE TERMS Remote Capture is a remote scanning service that processes remittances and promotes Customers' efficiency in their businesses. Through this service, the Customer's remittance deposits can be imaged and transferred to the Bank via a Bank supplied data platform for further processing and posting to the Customer's deposit account. 1. Service The Bank, which may include designated agents of the Bank, will provide Customer with Remote Capture services for domestic transactions (the "Service") in accordance with the provisions set forth in this document (the "Service Terms"). The Service allows Customer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashiers checks, traveler's checks payable in U.S. Dollars and drawn on U.S. banks or U.S. Postal Service Money Orders, payable to the Customer) by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a "Scanner"), to create an electronic image of an original paper check or item and other paper source documents (collectively, "Item") and transmitting the image of the Item ("Item Image") and related data to Bank. The provisions of the Lockbox Service Terms, Account Terms, Client Access Service Terms, and any other applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. (a) Customer agrees that after the Item Image has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items. (b) Customer agrees that a copy made from the Item Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. (c) Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank's sole discretion. 2. Processing Customer shall provide through Bank approved devices, including a desktop scanner or mobile device, the Item Images in the format and specifications and in accordance with the procedures required by the Bank. The Bank may process the Items as substitute checks, electronic images or photos -in -lieu, as may be applicable for further clearing through another financial institution, clearinghouse or the Federal Reserve Bank. Customer assumes sole responsibility for the creation of these images and their subsequent provision to the Bank. If any Item Image does not meet the Bank's or any transferee's standard processing requirements, in processing such Items, Customer assumes all risk of loss or delay and authorizes the Bank to either (a) return the Item to the Customer without further processing, (b) process the Item as sent from the Customer, (c) process the Items as photos--in-lieu of the originals, or (d) repair or attempt to repair the items for further processing. Access to the Item Images and the use of a mobile device in conjunction with the Service are governed by the Client Access Service Terms, as may be amended from time to time. 3. Deposit Time Item Images are deemed received by the Bank when the Item Images have been transferred onto the Bank's system and validated by the Bank. Based upon the size of the batch of items, there may be a significant delay between the time Customer begins to send the items and the completion of the transfer as stated above. If Bank receives and validates the submitted deposit transmission no later than the Bank's designated cut off time (the "Cutoff Time") on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays ("Business Day"), Bank will consider that Business Day to be the day of deposit (i.e., the date deposit is credited). If Bank receives and validates the submitted deposit transmission after the Cutoff Time or on a non -Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank's internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer's computer or device. For this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time. 4. Foreign Items The Service only accepts and processes Items drawn on U.S. chartered banks. PN: 3050531 DOC ID: 1 Page 17 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 5. Warranties. 5.1 Customer represents and warrants to Bank that: • Customer will capture and transmit all Item Images using Bank approved hardware and software applicable to the Service's function; • Any image Bank receives accurately and legibly represents all of the information on the front and back of the Item as of the time the Item was truncated; • The information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR -line information required for a substitute check and the accurate amount of the Item; • The Item Image conforms to the technical standards for an electronic Item set forth in Regulation J or Federal Reserve Bank Operating Circular 3, and for a substitute check set forth in Regulation CC; • No person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item it has already paid; • Customer will not redeposit through this Service any Item previously deposited and returned to Customer; • Customer will employ commercially reasonable security measures, including firewalls, sufficient to protect against unauthorized access or duplicate presentment; • Customer will only transmit Items that originated as paper checks; • Customer will comply with all applicable laws and regulations; • Customer will not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority; and • If the Customer is depositing Items on behalf of third parties, the Customer also represents and warrants to the Bank that with respect to each Item deposited through the Service, the owner of the Item has authorized the electronic transmittal of the Item and guarantees all prior endorsements; Customer has established an anti -money laundering program in compliance with anti -money laundering laws and regulations applicable to it and such anti -money laundering program includes policies, procedures and controls designed to detect and prevent money laundering, including "know -your -customer" policies and procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which Customer believes effectively prevents the use of Customer's operations, personnel or facilities for money laundering purposes. 6. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features. 7. Disclaimer. Bank makes no representations or warranties, whether express, implied or statutory regarding or relating to any of the software, capture devices or other hardware and/or access to or use of them or the related materials and the Service. Bank specifically disclaims any and all implied warranties of merchantability and fitness for a particular purpose and non -infringement. Bank and its subcontractors also do not guarantee that Customer's access to the Services will be uninterrupted, error free or secure. 8. Indemnification. Customer agrees to indemnify and hold the Bank harmless for any loss or expense (including attorney's fees and expenses of litigation) resulting from: breach of any of the warranties made by Customer pursuant to these Service Terms or the Lockbox Service Terms; any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearing house rules applicable to Items as either the bank of first deposit, truncating or reconverting bank. 9. Customer Liability. Customer shall be solely responsible if any item for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement, warranty claims or return. Information and data reported under these Service Terms: (a) may be received prior to final posting and confirmation and are subject to correction and (b) are for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment -related information as received from the Customer. Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer agrees to provide a legible copy of an image or the original Item if requested by the Bank. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Item. 10. Suspension/Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer's account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days' prior written notice to the other party. PN: 3050531 DOC ID: 1 Page 18 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 11. Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank's technology or any work or any part thereof, and all right, title and interest in and to the Bank's technology will remain solely with Bank or its subcontractors. 12. Audits. Customer agrees that the Bank shall have the right to audit Customer's books, records, processes and procedures for managing and maintaining the security and safety of the scanners, transmissions and original Items, including the right to audit Customer's and Customer's agents, if any, physical locations where Customer scans original Items and processes electronic check images and data related to the Service. . Customer agrees that the use of scanners, including mobile devices, in conjunction with this Service is limited to the United States. K. J.P.MORGAN TREASURY SERVICES ELECTRONIC CHANNELS SERVICE TERMS 1. Service and Service Terms. The Bank will provide a service (the "Service") for electronic access to the Customer's account information, reports and data (collectively, "Data") and for the electronic transmission to the Bank of messages, service requests, and payment and non-payment instructions (each an "Instruction") and from the Bank of messages, notifications and alerts, via the J.P. Morgan Access® Online, J.P. Morgan Access® Mobile, J.P. Morgan Host-to- Host/managed file transfer and J.P. Morgan Treasury Services API channels. The Bank reserves the right to modify the applications and products available via the Service. The Service is governed by these terms (the "Service Terms"), which incorporate the Bank's terms governing the business accounts and services, including service terms that govern the Bank's processing of Instructions transmitted via the Service (collectively, the "Account Documentation"), as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used in these Service Terms, and not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Customer. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 2. Security Procedures and Other Controls 2.1. General. The security procedures for each channel are set forth below, as may be modified on notice to the Customer through any medium (each, a "Security Procedure"). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Controls unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification to the procedures and requirements that are designed to strengthen the Security Procedures. 2.2. Security Procedures and Other Controls for Access Online and Mobile Channels. 2.2.1. Access Online. The Security Procedure for verifying payment Instructions given in the Customer's name via the Access Online channel is validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by a Bank issued or approved security device ("Security Device") assigned to that Authorized User and Bank transaction review as specified in Section 2.5. 2.2.2. Access Mobile. The Security Procedure for verifying payment Instructions given in the Customer's name via the Access Mobile channel is either (i) validation of the registration with the Bank of the mobile device, a biometric identifier, and the private swipe key of an Authorized User (as defined in Section 2.6 below) and transaction review as specified in Section 2.5 or (ii) validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by Security Device assigned to that Authorized User and transaction review as specified in Section 2.5. 2.2.3. Controls Offered to Customer. For Access Online and Mobile, the Customer may choose to apply certain controls offered by the Bank to the Customer from time to time designed to reduce the Customer's risk of unauthorized transactions. The Customer is responsible for choosing controls that are appropriate for the Customer taking into account, among other things, the nature and scale of the Customer's business, including the size, type and frequency of payment orders normally issued to the Bank, and the nature of its technical environment, internal accounting controls and information security policies and procedures (collectively, "Customer Internal Controls"). The Security Procedure that is established by agreement of the Customer and the Bank herein is established in view of the Customer Internal Controls applied by the Customer. For the avoidance of doubt, none of the controls described in this Section are part of the Security Procedures for the channels. 2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer Channel. The Security Procedure for verifying payment Instructions given in the Customer's name via the Host-to-Host/managed file transfer channel is authentication of a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the "Signature Certificate") and transaction review as provided in Section 2.5. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of a corresponding security key (the "Transport Certificate") and the Signature Certificate. Each of the Signature Certificate and the Transport Certificate are referred to herein as a "Certificate" and the corresponding security key as a "Security Key". 2.3.1. Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates and Security Keys notified to the Customer, including but not limited to Certificate validity period, key strength and cryptographic PN: 3050531 DOC ID: 1 Page 19 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and any other information in the manner and form designated by the Bank. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator ("Security Administrator"), notwithstanding that such Security Administrator may be a third party acting on behalf of the Customer. 2.3.2. Certificate Expiration. Notwithstanding any courtesy notifications the Bank may send to the Customer regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration. 2.4. Security Procedure and Certificate/Token Procedures for API Channel. The Security Procedure for verifying payment Instructions given in the Customer's name via the API channel is authentication of a Signature Certificate and transaction review as provided in Section 2.5. 2.4.1. Secure Session. The Customer and the Bank will establish a secure session between the Customer and the Bank by validation of either (i) a Transport Certificate or (ii) a Bank -generated token ("API Token"). 2.4.2. Certificate Procedures and Requirements. The Customer and the Bank will use the procedures set forth in Sections 2.3.1 and 2.3.2 for the use of Certificates for the API channel. 2.4.3. API Token Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for API Tokens, as amended from time to time, including but not limited to the generation and safekeeping of any credentials used for the validation of the API Token, notified to the Customer. The Bank shall have the right to revoke an API Token at any time, including in reliance on a request or communication related to an API Token that the Bank believes in good faith to have been sent by the Security Administrator, notwithstanding that such Security Administrator may be a third party acting on behalf of Customer. Any request to the Bank to update an API Token shall be made solely in the manner and form designated by the Bank. 2.5. Transaction Review. In addition to the Security Procedures described above, the applicable Security Procedure for each channel also includes transaction review based on various risk characteristics. The transaction review shall be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call-back verification, may be required to complete certain transactions identified by the Bank through transaction review. 2.6. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures, Security Devices, API Tokens and any credentials used for the validation of the API Token are known to and used (i) in the case of Access Online and Mobile, only by individuals designated as users by the Security Administrators ("Authorized Users"), or, (ii) in the case of the Host-to- Host/managed file transfer and API channels, only by the Security Administrators, as applicable. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure, a Security Device, API Token, any credentials used for the validation of the API Token or any other breach of security. The Bank may dishonor or disable any Security Device, API Token, any credentials used for the validation of the API Token or any aspect of the Security Procedures at any time without prior notice and will inform the Customer of the same. In addition, each Customer must implement its own physical and logical security, as well as management controls, that appropriately protect the hardware, software, and access controls used in the transaction process from unauthorized access and use. 2.7. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in Section 2.8 below. The Bank is entitled to rely on any such designation of a Security Administrator. The Customer agrees to notify the Bank of any change in Security Administrators in the manner and form designated by the Bank. Any such change shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. 2.8. Security Administrator Responsibilities. Each Security Administrator shall be authorized by the Customer to and be responsible for (i) designating individuals as Authorized Users with respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service that each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements with respect to the Access Online and Mobile channels; (iv) managing the Customer's Certificates and corresponding Security Keys or API Tokens and any credentials used for the validation of the API Token with respect to the Host-to-Host/managed file transfer and API channels, as applicable; (v) receiving and distributing materials, notices, documents and correspondence relating to the Security Procedures, as applicable; and (vi) advising each Authorized User of his/her obligations hereunder or under any of the applicable Account Documentation. The Security Administrators shall provide to the Bank, upon the Bank's request, a list of Authorized Users for the Access Online and Mobile channels. In the absence of a valid designation of a Security Administrator at any time or in the event that, after reasonable efforts, the Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices, API Tokens (and any attendant credentials) and materials and deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts. 2.9. Processing. The Customer acknowledges that the application of the Security Procedures and any controls unilaterally implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction. 3. Open Network Access; Equipment THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON -INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT PN: 3050531 DOC ID: 1 Page 20 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR -FREE, WITHOUT DELAY OR UNINTERRUPTED. The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System") necessary for the Customer to access and use the Service in accordance with the Bank's recommended system configuration. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software. The Customer shall at all times maintain current and effective anti -virus, anti-spyware or other security software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks and liabilities associated with the operation, performance and security of its System and the use of the Internet or other open networks, failure or use of Customer's or third party equipment, hardware, browsers, operating systems and/or other software or programs, and services or persons outside of the Bank's control, and the Bank disclaims all such risks. The Customer shall not use any equipment, hardware, software or program that harms the Bank. The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses arising, directly or indirectly, from the Customer's use of Customer's or third -party software or program. The Bank may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity. 4. Instructions; Data 4.1. The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions given to the Bank's in the Customer's name and verified through the applicable Security Procedure. 4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to email addresses, fax and telephone number(s). 5. Customer Warranties The Customer represents, warrants and covenants to the Bank that: (i) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing or electronically the geographic location of its Authorized Users and shall provide all updates to such information; (iii) the Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized; and (iv) the Security Procedures offered to the Customer conform to the Customer's wishes and needs and the Customer has not requested Security Procedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and covenants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms. 6. Miscellaneous 6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer's Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction set forth in the attached Exhibit shall apply to the use of the Service by such Authorized Users. 6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without reference to the conflict of laws rules thereof). 6.3. All disputes relating to or in connection with these Service Terms solely arising outside the United States shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises solely in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English, except that (a) disputes solely between a Customer domiciled in the People's Republic of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration in accordance with its rules in effect at the time an application is made, with the place of arbitration being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer domiciled in Taiwan shall be irrevocably submitted to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. PN: 3050531 DOC ID: 1 Page 21 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 7. Mobile 7.1. Accepting use of the Bank's SMS text notification service and/or Access Mobile channel constitutes the Customer's authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer's agent. Such providers may not encrypt communications. 7.2. Authorized Users may be required to accept an application agreement or license in order to download Access Mobile. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services. 7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device. L. HEALTHCARE LINK SERVICE TERMS J.P. Morgan Chase Bank, N.A., which may include its designated affiliates and agents (the "Bank"), will provide to Customer the services (as elected by and applicable to Customer) described below as part of Bank's Healthcare Links"' Service. The Bank reserves the right to modify the applications and products available via the service. The services are governed by these terms (the "Service Terms"), which incorporate the Bank's standard account terms and conditions governing the operation of business accounts and services as well as other applicable service terms, service guides or materials (the "Account Documentation"), as the same may be amended or otherwise modified from time to time. By acknowledging or signing the Account Documentation or by using or continuing to use the Services described herein, Customer agrees to these Service Terms. Capitalized terms used herein and not otherwise defined shall have the meaning specified in the Account Documentation. J.P. Morgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 1. Service. Bank will provide to Customer some or all of the services generally described below in connection with Bank's Healthcare Links"" Service, all as elected by Customer and agreed to by Bank. The following shall be performed by Bank in accordance with its standard operating procedures applicable to the service(s) elected: A. Remittance Data. Bank may receive and process remittance information and related correspondence, both paper and electronic, for health care claims payments (by way of example, Explanations of Benefits or "EOBs" and Electronic Remittance Advices or "ERAs"). Remittance information for healthcare claim payments, whether received electronically or in paper format, may be referred to herein as "Remittance Data". B. Payment Data. Bank may re -associate payment data made to Customer by third party payers ("Payment Data") with Remittance Data. C. Data Delivery. Remittance Data and Payment Data (as applicable) may be made available electronically to Customer following processing by Bank. The format and timing of transmissions of Remittance Data and Payment Data will be as mutually agreed by Bank and Customer. D. Web Presentment. Bank may make Remittance Data and Payment Data available to Customer via a web interface E. Workflow Services. Bank may make additional services available through a web interface that will allow Customer to perform certain agreed online remittance management activities or other workflow -related tasks such as management of denials, reconciliation and/or secondary claim submission. 2. Data Retention. Images of checks and documents will be retained for the period of time mutually agreed to by Bank and Customer; provided, that in no event shall such time period exceed Bank's then -current standards for data retention. 3. Security. Bank will specify security procedures ("Security Procedures") for receiving and accessing Remittance Data and Payment Data and for accessing online services. Customer will comply with the Security Procedures, as the Bank may revise the same from time to time. 4. Third Party Provider of Customer. In situations where Customer has requested that Bank work with Customer's third party provider ("Customer's Agent") in connection with the services elected by Customer: (a) Customer is responsible for all actions taken or not taken by Customer's Agent and Customer is responsible for all costs and expenses of Customer's Agent; (b) Customer agrees to cooperate with Bank regarding any request for information concerning Customer's Agent, though Customer also agrees that Bank has no responsibility or obligation to inquire as to the authority of Customer's Agent or with regard to any action taken or not taken by Customer's Agent on Customer's behalf; (c) Customer hereby authorizes Bank to communicate directly with and provide information and data directly to and to receive information and data directly from Customer's Agent on any and all matters related to the services provided on behalf of or for the benefit of Customer; and (d) Customer shall notify Bank immediately if Customer suspects or becomes aware of any activity or transaction of Customer's Agent that Customer believes may be of an illegal or illegitimate nature. 5. Other Service Providers. Nothing express or implied in these Service Terms prohibits Bank from performing the services itself, through an affiliate or by contracting with a third -party contractor to assist Bank in the performance of the services hereunder including, without limitation, an affiliate or third -party contractor located outside of the United States of America. Bank may add or change subcontractors at any time without notice. Bank may terminate the services, including the ability of Customer to access images of checks and documents as provided herein, if any third -party processing agent ceases to provide some or all of the processing or performance of the services being provided under these Service Terms. PN: 3050531 DOC ID: 1 Page 22 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 6. Accuracy; Legibility. Customer will provide and ensure that Customer's Agents provide the information determined by Bank to be necessary to satisfy its responsibilities under these Service Terms in a format required by Bank. All information shall be provided to Bank in the time and in the method required by Bank. Bank shall assume that all such information provided to Bank by Customer, Customer's Agent(s), another processing area of Bank (for example, Bank's lockbox processing area) or any other third party (for example, an insurance company or other payer) is complete and accurate, and Bank is under no duty to question the completeness or accuracy of such information. Customer acknowledges that Bank cannot perform its duties under these Service Terms without complete, accurate and timely information and that Bank shall have no liability to Customer as a consequence of incomplete, inaccurate and/or untimely information provided to Bank. PN: 3050531 DOC ID: 1 Page 23 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E EXHIBIT A - JURISDICTION SPECIFIC PROVISIONS A. Australia & New Zealand To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, ("GST"), the fees payable in respect of that taxable supply ("original amount") will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. B. Indonesia The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." C. Malaysia/Labuan In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia (excluding Labuan) references in the Service Terms to "Bank," shall mean J.P. Morgan Chase Bank Berhad. In relation to accounts held in Labuan and/or where the Service is provided in Labuan, references in the Service Terms to "Bank," shall mean J.P. Morgan Chase Bank, N.A., Labuan Branch. The Service provided by J.P. Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website. D. Republic of China (Taiwan) Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service. E. European Union. The Customer acknowledges that it is not a "consumer" for the purpose of the European Union's Electronic Commerce Directive ("ECD") (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non -consumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.ipmorgan.com. A. The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the data protection law. Such personal data may be collected by or on behalf of the Bank in a number of ways (the "Collection Methods"), including via documentation relating to the provision to or use by the Customer of electronic banking services or via the Customer's use of such electronic banking services and via other correspondence or communications between the Customer and the Bank. Details of the Bank's processing activities of personal data can be found in its EMEA Privacy Policy, which is available on the Bank's website at www.ipmorgan.com/privacy/EMEA. The Bank's EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer's underlying data subjects. C. The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank's EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws. ©2018 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Eligibility for particular products and services is subject to final determination by J.P. Morgan and/or its affiliates. PN: 3050531 DOC ID: 1 Page 24 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E ADDENDUM TO ACCOUNT TERMS (UNITED STATES OF AMERICA) V1.14_01_24_25 Accounts maintained by the Customer with the Bank are subject to the Bank's Account Terms. This addendum ("Addendum") amends or supplements the Account Terms with respect to Accounts maintained in the United States of America ("U.S.") and to Services provided in connection with such U.S. Accounts, regardless of the location where Services are provided. Capitalized terms used in this Addendum, and not otherwise defined, have the meanings set forth in the Account Terms. By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be bound by, the Account Terms which includes this Addendum, each as may be amended or supplemented from time to time. Section 2 of the Account Terms (Instructions; Security Procedures) is amended by adding the following provision: 2.3 The Customer represents and warrants to the Bank that the Customer has not requested funds transfer security procedures other than those expressly agreed by the Customer and the Bank. Section 3 of the Account Terms (Deposits) is amended by adding the following provisions: 3.4 Verification; Adjustments. Receipts issued by the Bank for deposits are based solely on the amounts stated in the deposit ticket. Credits for Items received for deposit or collection (whether or not accompanied by a deposit ticket) are subject to verification and the Bank's receipt of final payment of deposited Items. The Bank may make adjustments to the Account for any errors appearing on deposit tickets or occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 Foreign Currency Items. The Bank may handle Items drawn on a non-U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has received the Items in a deposit. The Customer may not receive provisional credit for such Items or, if provisional credit has been given, the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S. dollars at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. 3.6 Endorsements. Endorsement must be placed on the back of Items only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Encoding. If the Customer encodes information on an Item, the Customer warrants to the Bank and to all other collecting and paying banks of that Item that it is properly encoded and the Customer will be liable for losses related to encoding errors, including any loss due to delay in processing caused by an encoding error. 3.8 Return or Charge Back. The Customer should not use carrier documents (Items placed inside envelopes) in either high-speed forward or return cash letters. The Bank may charge the Account for Items returned unpaid to the Bank or for claims based on asserted unauthorized signatures, endorsements or alterations. 3.9 Collections. The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means. The Bank has no duty to inspect such Item during the deposit and collection process. 3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and to vary applicable deadlines, to the maximum extent permitted by applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks (collectively "Rules & Regulations"). 3.11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank expressly agrees to accept such Items for deposit. In the absence of the Bank's express agreement, the Customer will be solely responsible for any loss or claim in connection with its use of substitute checks. 3.12 Night Depository Deposits. The Bank is not liable for any deposit made through the use of the Bank's night depositories until the Bank issues a written acknowledgement of the deposit. The Bank's count of the amount deposited in a night depository will be conclusive. The Customer is solely responsible for any loss that may be incurred before the Bank verifies the contents of the deposit. 3.13 Remotely Created Checks. If the Customer deposits a remotely created check ("RCC"), as such term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn, authorized the issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from any breach of the foregoing warranty. 3.14 Electronically Created Items. The Customer should not deposit electronically created items ("ECIs") to its account, as such term is defined in Federal Reserve Regulation CC. ECIs are included in the definition of an Item. If the Customer does deposit an ECI, the Customer authorizes the Bank to debit the Customer's account for any claim, return or adjustment related to the ECI, and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from the Customer's deposit of the ECI. PN: 3050531 DOC ID: 2 Page 25 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E 3.15 ATM Cards. The Bank may issue one or more automated teller machine ("ATM") cards ("Cards") and personal identification numbers ("PINs") to Customer's employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, Customer agrees that Cards will be used only at ATMs owned by the Bank and Customer shall be liable for any transactions and fees resulting from the use of such Cards. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank, in its sole discretion. The Bank may cancel any Card at any time and for any reason, and will notify Customer of such cancellation. The Customer agrees to obtain possession of and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer shall immediately contact the Bank's ATM call center. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank's designated cut-off time will be processed on the Bank's next business day. 3.16 Internet Gambling. The Customer agrees not to conduct any transactions through the Account that are directly or indirectly related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. The term "unlawful Internet gambling," as used in this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). Section 4 of the Account Terms (Payment of Items) is hereby amended by adding the following provisions: 4.5 Cashinq Items. The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a holder who is not a deposit customer of the Bank presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item, or may charge the holder a fee for cashing the Item. 4.6 Signatures. If the Customer establishes an Account which purports to: (i) require two or more signatures on Items drawn on the Account, or (ii) limits the amount for which an Item can be issued, the Customer acknowledges that any such requirements are solely for the Customer's own internal control purposes. The Customer agrees that, provided that the Bank follows its usual and customary procedures for processing and paying Items, the Bank will not be liable for paying any Item (a) lacking the required number of signatures, or (b) in an amount exceeding the applicable limit. 4.7 Fraudulent Items. The Bank provides Services to which the Customer may subscribe, such as Positive Pay and Reverse Positive Pay, which are reasonably designed to prevent payment of unauthorized or altered Items. Customer agrees that failure to use such Services will constitute Customer negligence contributing to the making of an unauthorized signature or the alteration of an Item, and the Customer will assume the risk that Items paid against its Account may be unauthorized or altered. In that event, the Customer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items The Bank shall not be required to re -credit Customer's Account or otherwise have any liability for paying such Items to the extent such Services would likely have prevented such loss. 4.8 Obscured Endorsements. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of processing delays caused by the Customer's: (i) issuance of an Item in such a manner that information, marks or bands on the back of the Item obscure endorsements; or (ii) placement of an endorsement on the back of the Item which obscures other endorsements. 4.9 Negotiation Outside of U.S. If an Item is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the Rules & Regulations, as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments. A stop payment Instruction from the Customer will be effective with respect to an Item if: (i) the Bank has a reasonable opportunity to act on such Instruction prior to its payment or encashment, which shall be at least one (1) full Business Day following the Business Day on which the Bank received the Instruction; and (ii) the Instruction is in the form required by the Bank, the information is complete and is delivered to the location designated by the Bank. For purposes of this Section, "Business Day" means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained. Stop payment Instructions, unless otherwise provided, will be valid for one (1) year and will automatically renew up to six (6) additional years unless the Bank receives Customer's revocation of a stop payment Instruction. The Customer may request, through the Bank's call center or other authorized representative, a non-renewable stop payment, which will be effective for a period of time agreed to by the Bank. The Bank shall not be liable for any Item properly paid or cashed prior to the effective time of a stop payment request. The Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it. 4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss caused by the alteration or unauthorized signature or endorsement on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank's failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon the extent to which their respective failures to exercise ordinary care contributed to the loss. The Bank may process any Item by electronic means and is not required to inspect the Item payed by automated payment processing. 4.12 Non -Standard Items. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of Customer issuing Items that do not meet industry standards for Items (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary). PN: 3050531 DOC ID: 2 Page 26 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E Section 5 of the Account Terms (Funds Transfer Instructions) is amended by adding the following provisions: 5.4 Foreign Exchange. (d) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment from its Account in the Account Currency to a beneficiary account the Bank determines is a Non Account Currency account, the Bank is authorized in its discretion to enter into a foreign exchange transaction to convert the Account Currency funds into an amount of the relevant Non -Account Currency of such beneficiary account and complete the funds transfer as provided in Section 5.4(a) above. 5.6 Funds Transfer by Check. If the Customer, through the Bank's funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to issue a check as agent for the Customer in accordance with the Instruction. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not presented for payment within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 Credit Entries Received Through Automated Clearing House (ACH) System. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword "PRIORITY" in such field as the Bank specifies, the Bank will use reasonable efforts to execute such payment order in advance of the Customer's standard payment orders. If the Customer's payment order bears the codeword "TIMED" in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For "TIMED" payment orders, funds in the Customer's Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt, all payment orders are subject to the Bank's acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer. 5.10 Real Time Payments. Payments received through the Real Time Payment System operated by The Clearing House Payments Company LLC ("RTP System") will be processed pursuant to the RTP Operating Rules and any other applicable Rules & Regulations, to which the Customer agrees to be bound. If the Customer receives a payment through the RTP System on behalf of another person or entity, such other person or entity must be a resident of, or otherwise domiciled in the United States. In the further transmission of any such payments, the Customer agrees to comply with all applicable US laws and regulations, including, without limitation, those administered by the US Office of Foreign Assets Control. 5.11 Messaging Standards. To the extent there is any inconsistency between a fund transfer financial messaging standard and the governing law set forth in Section 16.1, the governing law set forth in Section 16.1 will govern. Section 6 of the Account Terms (Interest; Fees; Taxes) is amended by adding the following provisions: 6.4 Earnings Credit Account Analysis. (1) The Customer may instruct the Bank to calculate and apply the Earnings Credit Account Analysis service (the "ECR Service") on eligible Accounts. The Bank will calculate a credit (the "Earnings Credit") by applying an earnings credit rate (the "ECR") to all or a portion of the balances held in the eligible Account (the "ECR Balance"). (2) The Bank will apply the Earnings Credit calculated for each billing period as an offset (an "ECR Application") against fees and charges actually incurred by the Customer during the same billing period for the use of the Bank's products or services, including, fees and charges related to certain products or services of the Bank and/or its affiliates (the "Charges"). The Bank shall determine the manner and sequence of the ECR Application in its sole discretion. Any excess Earnings Credit remaining after an ECR Application expires immediately and will not be carried forward or backward in relation to the billing period in which the Fees are charged. The Customer remains responsible for paying all remaining Charges after the ECR Application. (3) The Customer hereby acknowledges and agrees that: (i) Earnings Credit is not interest for tax purposes and, unlike interest from a tax perspective, is not and will not be paid by the Bank to the Customer and has no equivalent cash value, (ii) Earnings Credit earned by the Customer may be utilized in an ECR Application against Charges owed by a different affiliate, subsidiary or related entity that agreed to participate in this ECR structure by executing the required terms; and (iii) various branches, subsidiaries and certain affiliates of the Bank may transfer to any other branch, subsidiary or affiliate of the Bank (a) any Earnings Credit earned by the Customer or any of its subsidiaries, affiliates or related entities and/or (b) their respective rights to receive payment in relation to Charges incurred by the Customer or its affiliates, subsidiaries, or related entities who are participating in the ECR Service. PN: 3050531 DOC ID: 2 Page 27 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E (4) The Customer represents and warrants to the Bank that it has made and will continue to make an independent assessment of the legal, regulatory, accounting, and tax implications of entering into this Addendum and the ECR Service, and acknowledges that the Bank makes no representation as to how the ECR Service or the Earnings Credit will be interpreted or treated for legal, tax, accounting or any other purpose. (5) The Bank, in its sole discretion, may terminate the ECR Service for any reason immediately. The Customer may terminate the ECR Service at any time upon notice to the Bank, provided, however that the Bank shall have a reasonable opportunity to act upon any termination request. Section 7 of the Account Terms (Account Statements) is amended by adding the following provisions: 7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all examinations and reports of Account activity including errors, as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement. 7.3 Obligation to Inspect. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement ("Errors"). The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which the Item was reported to have been paid. The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error and must provide all supporting evidence that the Bank requests. Failure to comply with the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer's claimed loss and the Customer shall be barred from bringing any action against the Bank. 7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of six (6) or more months, the Bank is not required to provide an Account statement until additional activity occurs in the Account. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of twelve (12) or more months, the Customer may be unable to access the Account until the Customer contacts the Bank. 7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account -related information ("Advices") to a party designated by the Customer, including information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, telephone, through internet sites, or as otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of Advices, including the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. Section 10 of the Account Terms (Agents; Information) is amended by adding the following provision: 10.4 Offshoring. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units located in any country in which Bank conducts business or has a service provider. The Customer authorizes Bank to transfer Customer information to such affiliates, branches or units at such locations as the Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided. Section 15 of the Account Terms (Account Disclosures) is amended by adding the following provisions: 15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre -authorized or automatic transfers or withdrawals or telephonic/electronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a savings sub -account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non -interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days' notice prior to a withdrawal from a savings account (including a savings sub -account) or an interest -bearing negotiable order of withdrawal account ("NOW Account"). 15.6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub -account. 15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account, into a non -interest bearing demand deposit sub -account and a non -interest bearing savings sub - account; (ii) in the case of a NOW Account, into an interest bearing NOW sub -account and an interest bearing savings sub -account, and, in both cases, to transfer funds on a daily basis between these sub -accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub -accounts and any transfers between them on the Bank's books and records only. The sub -accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein. PN: 3050531 DOC ID: 2 Page 28 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer's demand deposit or NOW sub -account, which it may change at any time. To the extent funds in the demand deposit or NOW sub -account exceed the target balance, the excess will be transferred to the Customer's savings sub -account, unless the maximum number of transfers from the savings sub -account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub -account exceed the available balance in the demand deposit or NOW sub -account, funds from the Customer's savings sub -account will be transferred to the demand deposit or NOW sub -account up to the entire balance of available funds in the savings sub -account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub -account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the Customer's savings sub -account, and such funds will remain in the demand deposit or NOW sub -account for the remainder of the calendar month or statement cycle. 15.9 Branch Designation. The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Customer and will not change the Bank's operations, Services or customer support. 15.10 No Fiduciary Relationship. Bank's relationship with Customer concerning the Accounts is that of a debtor and creditor. No fiduciary, quasi - fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. Section 16 of the Account Terms (Governing Law) is amended by replacing Section 16.1 with the following provision: 16.1 Except as otherwise agreed in writing by the Bank and the Customer, the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S. shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws rules). Each of the Customer and the Bank irrevocably and unconditionally submits to the exclusive jurisdiction and venue of any State or Federal court sitting in the City of New York, New York over any action, suit, proceeding, claim or controversy arising out of or relating to the Account Terms which includes this Addendum. The rights and remedies of the Bank under this Addendum, the Account Terms, the Account Documentation, the Service Terms, and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law (as provided above in this Section), are cumulative and may be exercised successively or concurrently, and are retained by the Bank. Section 16 of the Account Terms (Governing Law) is amended by adding the following provision: 16.4 In the event the Bank is required to remit funds to any state as abandoned property, the Account may be charged for fees in remitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. Section 17 of the Account Terms (Miscellaneous) is amended by adding the following provisions: 17.15 When the Customer provides the Bank any information requested by the Bank under its "Know Your Customer" or Anti -Money Laundering or other compliance polices pertaining to any natural or other persons, the Customer represents and warrants to the Bank that the Customer has obtained that person's consent that the Bank may make continued use of that person's information in order for the Bank to discharge any of its responsibilities in connection with "Know Your Customer" or Anti -Money Laundering, or other compliance purposes. 17.16 Beneficial Ownership. Customer agrees to adhere to the FinCEN Customer Due Diligence final rule which requires certain entities to provide and certify beneficial ownership information to the Bank at 10% and provide information on a controller when opening a new USD account. The Bank is required to collect and validate certain information (e.g. Name, Address, DOB, SSN or Passport # for non US individuals) for new accounts impacted by the rule. If an entity is exempt from rule, the Bank may require documentation to support the exemption. 17.17 Payable Through Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U.S., it shall not permit its customers to conduct banking transactions in the U.S. through the Customer's Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means which would enable its customers to draw on the Customer's Account. These types of arrangements are typically called "payable through accounts" and are prohibited under these Account Terms. The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is prohibited without the express written approval of the Bank. 17.18 No Advice. The Customer acknowledges and agrees that the Bank has not provided and will not provide any investment, tax or accounting advice or recommendation in relation to the Accounts or any investments made under any Service. 17.19 ERISA Status. The Customer will notify the Bank in writing, reasonably in advance of the Account opening, if any Accounts or monies it holds or places with the Bank are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), together with all the rules promulgated thereunder, or Section 4975 of the Internal Revenue Code, together with all the rules promulgated thereunder. The Bank may, in its sole discretion and subject to such further conditions as it may impose, including, without limitation, execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. 17.20 Additional Representation for ERISA Benefit Plans. (i) If the Customer is or represents a "benefit plan," as defined in Section 3(42) of ERISA, and U.S. Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA (together, the "Plan Asset Rules" and each such benefit plan investor, a 'Benefit Plan"), or is acting on behalf of one or more Benefit Plans, the Customer represents and warrants that: (6) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan. PN: 3050531 DOC ID: 2 Page 29 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E (7) the Benefit Plan fiduciary (the "Plan Fiduciary") is independent of the Bank, and is not an individual acting for his or her own Individual Retirement Account, and such Plan Fiduciary is either (a) a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the "Advisers Act"), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan; (c) an investment adviser registered under the Advisers Act or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (a)(1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) a broker -dealer registered under the Securities Exchange Act of 1934, as amended; or (e) has, and will at all times have, total assets of at least U.S. $50,000,000 under its management or control; (8) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and Services; (9) the Plan Fiduciary is a "fiduciary" with respect to the Benefit Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the receipt of Services by the Benefit Plan; (10) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms; and (11) the Plan Fiduciary has been informed (a) that the Bank is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Services; and (b) of the existence and nature of the financial interests of the Bank, as disclosed in the Account Terms and Service Terms. (ii) The representations and covenants in the above clauses are intended to comply with the U.S. Department of Labor's Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked or repealed, these representations shall be deemed no longer in effect. 17.21 FDIC Part 370 Disclosure. If the Customer's Account is eligible for "pass through" deposit insurance from the Federal Deposit Insurance Corporation (the "FDIC") as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if the Bank becomes insolvent or enters into receivership (hereinafter a "Bank Receivership"), the Customer will: (a) cooperate fully with the Bank and the FDIC in connection with determining the insured status of funds in each Account, and (b) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to the Bank in the format specified by the FDIC (see: www.fdic.gov/regulations/resources/recordkeeping/index.html). The Bank shall provide the Customer an opportunity to validate its capability to deliver the information described in (b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed. The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will be placed on each Account once a receiver of the Bank is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds. Notwithstanding other provisions in this Agreement, this section survives after the FDIC is appointed as the Bank's receiver, and the FDIC is considered a third party beneficiary of this section. PN: 3050531 DOC ID: 2 Page 30 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank's policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank's cutoff time established for that location (which will be no earlier than 2 p.m. local time), then the Bank will consider that day to be the day of deposit. However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank's automated teller machines (ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: • Cash; • Wire transfers; and • Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: • U.S. Treasury checks that are payable to the Customer; • Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and • At least, the first $225 from a day's total deposits. If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; • Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $225 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above, it will notify the Customer and specify when the funds will be available. If a deposit is not made directly to a Bank employee, or if the Bank decides to take this action after the Customer has left the premises, the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longer period under the following circumstances: • The Bank believes a deposited check will not be paid; • Deposited checks for all of the Customer's accounts total more than $5,525 in any one day; • The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or • There is an emergency, such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,525 of that day's total deposits of cashier's, certified, teller's, traveler's and federal, state and local government checks payable to the Customer will be available on the first business day after the day of deposit. The excess over $5,525 PN: 3050531 DOC ID: 2 Page 31 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank's employees, the first $5,525 may not be made available until the second business day after the day of deposit; and Funds from all other check deposits will be made available no later than the fifteenth business day after the day of deposit. G. Large Dollar Deposits. The U.S. Federal Reserve Banks will not forward process any Item over $99,999,999.99 and considers such Items as "non -cash items." Such Items should not be deposited in the Account. If Customer does deposit such an Item, the Bank may refuse to process such Item or handle it as a collection Item. If handled as a collection Item, Customer credit and availability will be deferred accordingly. This Availability Policy and availability schedules may be changed without notice. © 2021 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. PN: 3050531 DOC ID: 2 Page 32 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E ACCOUNT TERMS V1.7 02 03 21 INTRODUCTION This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the "Account Terms") contains the general terms, conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer and supersedes all previous drafts, discussions and negotiations, whether oral or written, between them in connection with the opening of Accounts and receipt of Services. References to the "Bank" shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the "Customer" shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services. All accounts subject to the Account Terms are, regardless of their location, referred to as "Accounts". References to "Services" shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to "Service Terms" shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms. Use of a Service constitutes acceptance of the relevant Service Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account -related documentation, including signature cards and application forms (the "Account Documentation"). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank's prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts or termination of Services. The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms. The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments; Supplement, Waivers) herein 1. Authorized Persons. 1.1 Authorized Persons. The Bank is authorized to rely on any document or designation that identifies a person authorized to act on behalf of the Customer ("Authorized Person") with respect to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen signature for Authorized Persons in the manner requested by the Bank. 1.2 Authorizations. Each Authorized Person is independent of the Bank and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments ("Items"); receive materials related to security procedures; and give instructions ("Instructions"), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may direct: (i) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third PartyAccess) and Section 2.1 (Third Party Instructions) below; (iv) the provision of information regarding the Accounts; (v) any other transaction of the Customer with the Bank; or (vi) the amendment or cancellation of any prior Instruction. 1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit. 1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an "Access Request', and the third party designated in such form will be referred to as a "Third Party"). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank's electronic channels, facsimile transmission, in writing, by telephone and SWIFT message, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party's completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation; such revocation shall be effective when the Bank has received such notice and has had a reasonable opportunity to act upon it. Security Procedures; Confirmations. 2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank's security procedures as communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security procedures for use PN: 3050531 DOC ID: 3 Page 33 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized. Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile) funds transfer Instructions by telephonic call-back to an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure for Instructions Received through Electronic Channels. If the Bank receives an Instruction in the name of the Customer by means of any of Bank's electronic channels, the Customer's SWIFT BIC codes, or other electronic channels through which the Bank has notified Customer that it will accept Instructions, then Bank may rely on authentication procedures established by such electronic channels as the security procedure. Any such Instruction shall be deemed to have been given by an Authorized Person and shall be effective as that of the Customer, whether or not authorized. By using an electronic channel to provide Instructions to the Bank, the Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure for Third Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deemed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the Customer or the Third Party. 2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction. 3. Deposits. 3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only and are subject to receipt of final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and deadlines to the extent permitted by applicable law or market practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and market practice of the jurisdictions in which the Items are handled for collection. The Bank is not responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. For purposes of determining when an Item is sent to the Customer, the provision of an image of the Item or information identifying the Item (e.g., Item number, amount, date of Item) is a sufficient substitute for the actual Item. 3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank's availability policy and applicable law. If the Bank credits an Account: (i) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank; or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank may defer credit to the relevant Account until it has received final, non -reversible, payment in accordance with applicable law and market practice. 4. Payment of Items. 4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier time when the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination. 4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer's or Authorized Person's obligations. 4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the PN: 3050531 DOC ID: 3 Page 34 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item. Further, the Customer shall not put any condition, restriction, or legend on any Item; and the Bank is not required to comply with any such condition, restriction or legend. 4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank's check specifications and image standards, published from time to time. The Bank shall not be liable for damages or losses due to any delay or failure in procuring, collecting, or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the direct result of the Bank's gross negligence or willful misconduct. 5. Funds Transfer Instructions. 5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut-off hours on such days. Instructions requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the cancellation or amendment Instruction. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction that the Bank deems reasonable in the circumstances. 5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary's bank, may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary's bank or intermediary bank identified by name. 5.4 Foreign Exchange. (a) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment in a currency (the "Non -Account Currencv") other than the currency of the Account (the "Account Currency"), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non -Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non -Account Currency. If the Bank receives a payment to the Account in a Non -Account Currency, the Bank is authorized to purchase the Non -Account Currency from the Customer and to credit the purchase price to the Customer's Account in lieu of the Non -Account Currency. (b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange transactions on the relevant date. The Bank may generate additional profit or loss in connection with the Bank's execution of a foreign exchange transaction or management of its risk related thereto in addition to the applicable spread. Further, (i) the Bank may execute such foreign exchange transactions in such manner as the Bank determines in its sole discretion; and (ii) the Bank may manage the associated risks of the Bank's own position in the market in a manner it deems appropriate without regard to the impact of such activities on the Customer. Any such foreign exchange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the Customer. (c) Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non -Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of issuance, and the Customer authorizes the Bank to recredit the Customer's Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its sole discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft. Interest; Fees; Taxes. 6.1 Interest. The Bank may apply interest on balances in Accounts at rates determined by the Bank in its sole discretion, subject to any withholding or deduction for tax as required by applicable law (including the Foreign Account Tax Compliance Act ("FATCA")). The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). If the rate applied by the Bank is negative, the Customer may be required to make a negative rate payment, including on non -interest bearing Accounts, which the Bank shall be entitled to collect by debiting the Account. PN: 3050531 DOC ID: 3 Page 35 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E 6.2 Fees and Taxes. (a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance -deficiency, and service fees and other charges (collectively "Fees"). The Bank may debit any Account for Fees and/or Taxes, even if such debit creates or increases an overdraft of the Account. References to "Taxes' shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or Services (including payments or receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank. (b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank pursuant to the Account Terms, the Service Terms and any Account Documentation shall be in full, without set-off or counterclaim, and free of any withholding or deduction (collectively, a "Deduction") related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shall: (i) ensure that the Deduction is made; (ii) pay the amount of the Deduction as required by applicable law; (III) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Deduction shall be equal to the amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction; and (iv) deliver to the Bank, within thirty (30) days after it has made payment to the applicable authority, a certified copy of the original receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes. In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and, where required by applicable law, the Customer shall account for any Taxes directly to the applicable tax authority. 6.3 Tax Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation, and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction. 7. Account Statements. The Bank will issue Account statements, confirmations, or advices ("Account Statements") at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be responsible for the Customer's reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Electronic Account Statements, if applicable, shall be deemed to be received by the Customer when the Bank sends notice to the Customer that the Account Statement has been posted by electronic means (including by posting such Account Statement on a Bank website). 8. Overdrafts. 8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. Unless otherwise agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft or to provide notice of any refusal to permit an overdraft, in each case notwithstanding any prior action or course of dealing. Any overdraft shall be immediately due and payable by the Customer to the Bank, unless otherwise agreed in writing. If the Bank permits an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and/or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice. 8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including the largest transaction first or any other order determined by the Bank, in its sole discretion. 9. Set Off; Security Interest. 9.1 Set -Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for payment, combine, consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. PN: 3050531 DOC ID: 3 Page 36 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E 9.2 Security Interest. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10. Confidential Information; Agents; Consents. 10.1 Confidential Information. "Confidential Information" means and includes all non-public information regarding the Customer, its Accounts or the Services. The term Confidential Information does not include information which is or becomes publicly available by means other than the Bank's breach of this section, information the Bank develops independently without the use of Confidential Information, or information the Bank obtains from a third -party that is not reasonably known to have confidentiality obligations for such information. (a) The Bank will maintain Confidential Information in the same manner it maintains its own confidential information. (b) The Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to use Confidential Information (i) to provide services to and administer the relationship with Customer, (ii) for any operational, credit or risk management purposes, (iii) for due diligence, verification or sanctions or transaction screening purposes, (iv) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption, (v) to improve and develop products or services, including, but not limited to using data analytics, (vi) for compliance with any legal, regulatory or tax requirements or tax reporting or any industry standard, code of practice, or internal policies or (vii) with prior consent of the Customer. (c) In connection with the permitted uses set forth in subsection (b), the Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to disclose Confidential Information to (i) any subcontractor, consultant, agent, or any other unaffiliated third party or service provider, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that the Bank reasonably believes is required in connection with the Services and provided that such parties are subject to equivalent confidentiality obligations; (ii) to the Bank's professional advisors, auditors or public accountants; (iii) the Bank's subsidiaries, affiliates and branches and their relevant parties as set forth in subsection (i) and (ii) herein; (iv) to a proposed assignee of the Bank's rights under the Account Documentation; and (v) with the consent of the Customer. (d) In addition to the foregoing, the Bank may use and disclose Confidential Information as required by (i) applicable law or courts of competent jurisdiction; (ii) governmental or regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over the Bank's or Customer's businesses; or (iii) to establish, exercise or defend claims, enforce legal rights, or satisfy the legal obligations of the Bank. (e) The Customer acknowledges that: (i) permitted disclosures of Confidential Information may be transmitted across national boundaries in the context of outsourcing arrangements and through networks, including networks owned and operated by third parties; and (ii) the Bank may process or store, or engage service providers to process or store Confidential Information on its behalf, both in its own premises and those of its services providers, located in, amongst others, the European Economic Area, the United States of America, India, the Philippines, Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile, South Africa, Russia and any other country where the Bank or such service providers conduct business. 10.2 Agents. The Bank may appoint or retain any agent (who may be any affiliate of the Bank or any unaffiliated third party) either at the Account location or outside, to perform data processing, collection and/or any other services in connection with the Accounts and Services. 10.3 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Authorized Persons, users of the Bank's electronic access systems, officers and directors, employees, beneficial owners, and customers and persons on whose behalf the Customer is receiving or transmitting funds, issuing items or maintaining an Account), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Accounts or Services. 11. Liability Limitation; Force Majeure. 11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the extent of losses or expenses directly resulting from the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits, loss of business or loss of goodwill), in each case, whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage, expense or liability of any nature to the other for its failure to perform or delay in the performance of its obligations resulting from an act of God, act of governmental or other authority, de jure or de facto, legal constraint, civil or labor disturbance, fraud or forgery (other than on the part of the other party or its employees), war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure or malfunction, including inability to obtain or interruption of communications facilities, or failure of any agent or correspondent, or unavailability or failure of or the effect of rules or operations of a payment or funds transfer system, including non -availability of appropriate foreign exchange or foreign currency, or any cause beyond its reasonable control. PN: 3050531 DOC ID: 3 Page 37 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E 12. Indemnity. The Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) (collectively, "Losses") arising out of or resulting from: (i) the Bank's acceptance or execution of any request, direction or transaction in connection with any Account or any Service provided to the Customer, including Items and Instructions; or (ii) the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank has no responsibility under the Account Terms, the Service Terms or any Account Documentation. Notwithstanding the foregoing, the Bank, its agents, employees, officers and directors shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud. 13. Notices. 13.1 Notice to the Customer. All Account Terms, Service Terms, Account Documentation, notices and other documents may be delivered, made available and/or made accessible to the Customer by ordinary mail or courier at the address of the Customer provided to the Bank, or by facsimile transmission, electronic means and channels (including SWIFT message, emails and by posting on a Bank website) or by such other means as the Customer and the Bank may agree upon from time to time. 13.2 Notice to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 14. Termination. Either the Bank or the Customer may close an Account and/or terminate a Service: (a) by giving the other party not less than thirty (30) calendar days' prior written notice of intent to close or terminate, or (b) immediately upon written notice to the other party in the event of: (i) a breach of the Account Terms, Account Documentation or Service Terms by the other party; (ii) the other party's inability to meet its debts as they become due, receivership, administration, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or required by applicable legal, tax or regulatory requirements, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies, provided however, that any closure and/or termination will be effective only after the Bank has had reasonable time to act on such notice. The Bank shall only be required to process requests or Instructions for transactions that the Bank reasonably estimates will be completed prior to the date of closure of the Account or termination of the relevant Service, but shall not be precluded from completing a request or Instruction received by it prior to the date of the closure or termination. Any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties). In the absence of Instructions from the Customer on transfer of monies standing to the credit of an Account that is being terminated, the Bank may issue a cashier's check and send it to the address of the Customer on the Bank's record. 15. Account Disclosures. 15.1 Rejection of Funds; Reversal of Erroneous Postings. (a) The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be liable to the Customer for doing so, even if such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. (b) The Bank may reverse any transactions posted to the Account if it determines such posting was made in error and that Customer was not entitled to the funds posted. 15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts, may block or suspend an Account, or perform any other function in certain circumstances, including where: (i) there appears to be a dispute relating to an Account, including disputes regarding the persons authorized to issue Instructions; (ii) as required by applicable law, legal process affecting the Account, or order of any relevant government regulatory, judicial or tax authority, including a levy or restraining notice; (iii) the Account is being used as collateral to secure indebtedness to the Bank or its affiliates; (iv) documentation requested by the Bank has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates when due. 15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries, PN: 3050531 DOC ID: 3 Page 38 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross -border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties. 16. Governing Law and Procedure. 16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the jurisdiction in which the branch holding the relevant Account is located. 16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby knowingly, voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable law, all right to, and will not seek, prejudgment interest and a trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms, the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim. 16.3 Venue. In relation to each Account, the courts of the country, state or province in which the branch or affiliate of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and/or the Account and the Customer agrees to submit to the jurisdiction of such courts and waive any objection to venue or their convenience as a forum. This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country, state or province with jurisdiction including, to the extent allowed by law, concurrently in any number of countries, states or provinces. 17. Miscellaneous. 17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into, or appear in a language other than English, the English language version shall control. 17.2 Successors and Assigns. The Account Terms, Service Terms and Account Documentation will be binding on each of the parties' successors, assigns and transferees. The parties agree that neither party may assign or transfer any of its rights or obligations under the Account Terms, Service Terms or Account Documentation without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except that the Bank may assign or transfer the Account Terms, Service Terms and Account Documentation (a) to any affiliate or subsidiary of the Bank, or (b) in connection with a merger, reorganization or other restructuring involving the Bank or its business; upon notice to the Customer, and the Customer hereby consents to the same. 17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer. 17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms, the Service Terms and any Account Documentation. References to Schedules, Sections, Subsections and Clauses are to Schedules, Sections, Subsections and Clauses of the Account Terms, the Service Terms and any Account Documentation. Words in the singular import the plural and vice versa. If any provision of the Account Terms, the Service Terms and any Account Documentation shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms the Service Terms and any Account Documentation shall not be affected. The term "including" shall in all cases mean "including without limitation" unless otherwise indicated. The term "affiliates" shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that entity. The term "applicable laws" or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority. 17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and with the Bank's policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case where compliance would, in the Bank's opinion, conflict with applicable law or market practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability. The Bank may direct the Customer (a) to make changes to the activity in the Customer's Accounts, including to cease and desist from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time, and (b) not to use the Accounts to send payments with certain characteristics. The Customer agrees to comply with such directions. PN: 3050531 DOC ID: 3 Page 39 of 41 Docusign Envelope ID: 831F8F73-37BA-448E-A476-19F2ABOEB06E 17.6 Amendments; Supplements; Waivers. All amendments must be in writing. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented on notice to the Customer. These amendments or supplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendments or supplements that are required by law may be implemented immediately or as required by law. By signing an Account signature card, Account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms, the Account Documentation, Service Terms and any amendments or supplements, as applicable. The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms, the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Documentation or the Service Terms. The rights and remedies in the Account Terms, the Service Terms and any Account Documentation are cumulative and are not exclusive of any other rights or remedies provided by applicable law. 17.7 Waiver of Immunity. To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) for itself or its assets from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity against the Bank or its affiliates. 17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer ("Users") of their obligations under the Account Terms, Account Documentation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet. 17.9 Recordings. To the extent permitted by applicable law, the Customer acknowledges that the Bank may record and monitor all electronic communications (e.g., telephone and email communication) for the purposes of ensuring compliance with the Bank's legal and regulatory obligations and the Bank's internal policies. The Customer shall notify and obtain their employee's consent to such recording and monitoring where required by applicable law. 17.10 Instructions. Instructions may be sent to the Bank using such means as the Bank may permit from time to time. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and market practices of the applicable clearing or settlement systems or payment networks. 17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank's role or acquiescence in the destruction of the originals. 17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank. Further, Customer shall not make any public announcements (including interviews) or publish any promotional or marketing materials, publicity or press releases, customer listings, testimonials or advertising in relation to the Accounts or Services or the subject matter of these terms and conditions without obtaining the prior written approval of Bank. 17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer: when the Customer opens an Account, the Bank may ask for the Customer's name, address, date of birth (for natural persons), and/or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, shall include any Authorized Person or signatory on an Account. Information. To fulfill the Bank's "know your customer" responsibilities, the Bank will request information from the Customer from time to time, inter alia, regarding the Customer's organization, business, Third Parties and, to the extent applicable, Authorized Persons and beneficial owner(s) of the Customer, the Customer's customers, and their beneficial owners, including relevant natural or legal persons, and the Customer shall procure and furnish the same to the Bank in a timely manner. The Bank may also request further information and/or documentation in connection with the provision of the Accounts or Services. Any information and/or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Customer represents and warrants that all such information and/or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank's requests within the timeframes specified. The Customer will notify the Bank in writing if any Accounts or monies it holds or places with the Bank are subject to restrictions or otherwise held or received by the Customer in a capacity other than previously disclosed to the Bank, including monies being held for the benefit of third parties, whether as PN: 3050531 DOC ID: 3 Page 40 of 41 Docusign Envelope ID: 831 F8F73-37BA-448E-A476-19F2ABOEB06E fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary, processor or payment service provider, or arising from undisclosed business or similar sources. The Bank may, at its sole discretion and subject to such further conditions as it may impose, including execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer's Accounts that is suspicious or violates applicable laws or sanctions. If the Customer fails to provide or consent to the provision of any information required by this Section, the Bank may close any Account or suspend or discontinue providing any Service without further notice. 17.14 Click-Thru and Electronic Signatures. The Bank may make Service Terms and Account Documentation available to the Customer via electronic means (including by posting on a Bank website or electronic signature platform). The Bank may request that an Authorized Person "click" or electronically sign to indicate the Customer's approval of such terms. The Customer agrees that the act of "clicking" its acceptance or applying its electronic signature (or any similar act which has the same effect) with respect to any such Service Terms or Account Documentation will be evidence of Customer's acceptance of such Service Terms and Account Documentation, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such Service Terms and Account Documentation. 18. Interpleader; Reimbursement. 18.1 Interpleader. The Bank may apply to an appropriate court for resolution of any dispute relating to the Customer's Accounts, including any dispute: (i) regarding the ownership of or entitlement to the funds; (ii) regarding the persons authorized to issue Instructions or act on behalf of the Customer; or (iii) by or amongst persons authorized to act or purportedly authorized to act on behalf of the Customer. If permitted by the court, the Bank may pay funds held by the Bank for the account of the Customer into the court pending resolution of such dispute. 18.2 Reimbursement. The Customer agrees to reimburse the Bank for any expenses, including its attorneys' fees and costs incurred in connection with the resolution of disputes (including interpleader proceedings) or in connection with the Bank's response to, any legal or regulatory process relating to an Account or the Services. 19. Provisional Recredit. In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredit to the Account, even if that reversal results in an overdraft. PN: 3050531 DOC ID: 3 Page 41 of 41