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on - - « BANKOF G by Bank Of Holland HOLLAND * 12 S. Main Street ‘Acheter wey to bak” Holland, NY 14080 Phone: 1-718-655-4667 Fax: 1-716-655-6607 Merchant Capture Agreement This Merchant Capture agreement (‘Agreement’) contains the terms and conditions that govern use of the Merchant Capture service supplied to you by Bank Of Holland. By signing this Merchant Capture application, you accept and agree to be bound by this Agreement, the fees and charges set forth in the Merchant Capture Pricing Schedule, and by all applicable state and federal laws and regulations. In this agreement, the words “you” and “your’ refer to each customer who uses the Merchant Capture Service. The capitalized terms “Bank of Holland” or the “Bank” refers to the Bank of Holland, New York. The term “Check 24 Law’ refers to the federal law commonly known as “The Check Clearing for the 21" Century Act.” Merchant Capture Pricing Schedule The fees and charges set forth in the Merchant Capture Pricing Schedule that accompanies this Agreement are in addition to any other fees and charges payable by you to the Bank. Bank of Holland reserves the tight to change, amend, or otherwise revise the eDeposit Pricing Schedule at any time. If fhe Merchant Capture Pricing Schedule is revised, the Bank will notify you 30 days in advance. You are required to maintain a checking account with Bank of Holland for settlement of Merchant Capture deposits. Merchant Capture Service You have chosen to use check conversion technology to convert original checks to check images for deposit with Bank of Holland as the Bank of first deposit. You will transmit electronic copies of the original checks using the scanner which has been provided to you. You understand and agree that the Merchant Capture Service may be provided by the Bank or by its designated agent. Your Duties and Obligations As you convert original checks into electronic images for transmission and deposit into your account, you must transmit all of the information from the front and back of the original check. You are responsible for all warranties or indemnificati ons for the Reconverting and Truncating Bank, as defined in the Check 21 Law. You also warrant that no depository bank, drawee, drawer, or endorser will be charged for a Substitute Check, original check, or other electronic representation for a check that has already been paid. If you create a Check Image for deposit into your account, you agree that: a, You will undertake prudent measures designed to verify the identity of individuals issuing items to you. b, Items will not be otherwise deposited or negotiated in any form with another bank, credit union or other entity if it has been scanned and accepted for processing. If duplicate deposits are made in error, you will be liable for reimbursing customer(s); c, The check Image accurately represents all of the information on the front and back of the original check as of time the original check was converted; d. The check image bears all endorsements applied by any party that previously handled the original check in any form for forward collection or return; @. The check image preserves the identity of the other bank or other party as required by law; and, you agree that f. Original checks will be maintained in a secure location for 60 days to permit research if items are questioned by parties involved in the processing and clearing of a transaction or become the subject of any other legal Inquiry. After the 60 day period, we require that the chacks be destroyed. g. Submit an e-mail notification of Merchant Capture total to: [email protected] You agree that you will not transmit for deposit any item that (i) is issued by you or any affiliate, (ii) you suspect or should know to be fraudulent or not authorized by the legal owner of the account on which the check is drawn, or (il) is a foreign item drawn on a financial institution that is located outside of ithe United States or Territories of the United States. The Bank reserves the right to eliminate or change any of the function capabilities at any time without prior notice. You will be responsible for authorizing access to Merchant Capture to appropriate employee(s) and assigning User IDs to such appropriate employees. Customer is responsible for all transactions made through any established User IDs and password. Customer and User will not make any passwords avaitable to any non-authorized persons. Customer will be responsible for determining if they want to separate duties. For instance, one person could scan and submit the deposit while another could verify transaction statements or review Merchant Capture reports. The Bank will not be fiable for non-authorized use of Merchant Capture or for any losses that may result. Customer will notify Bank of Holland immediately if Customer believes that a User ID and/or password have been used without permission. Customer and User will not disclose any information pertaining to its use or the components of Merchant Capture to any non-authorized User. Customer has received and understands all new account disclosures connected with opening of Accounts and acknowledges that this Agreement is in addition to any of these agreements and disclosures. Customer will continue to have access to regutar Account statements that describe all transactions for the Accounts including the transactions that Customer has initiated through Merchant Capture. Customer is responsible to review all statements in a timely manner (within 60 days) and report in writing any irregularities to the Bank at once. “You agree to indemnify the Bank for any loss or expense, including attorney fees and disbursements , which the bank incurs as a result of your breach of the warranties set forth in this Agreement. You also agree to defend, indemnify, and hold the Bank harmless from and against ail liability, damage, and loss, including attorney fees and disbursements, arising out of any claims, suits, or demands brought by third parties against the Bank with respect to any check image including, without limitation, any errors arising out of keying errors on reject items. You also agree to indemnify, defend, and hold harmless the Bank from and against any and all losses, costs, expenses, fees, claims, damages, liabilities, and causes of actions (including attorney fees and disbursements) of third parties resulting or arising from (a) your fallure to abide by or perform any obligation imposed upon you under this Agreement; (b) the willful misconduct. fraud, criminal activity, intentional wrongdoing, or negligence of you or any of your representatives involving use of the Merchant Capture service; (c) the actions, omissions, or commissions of you, your employees, consultants, and/or agents relating to the Merchant Capture Service; and from (d) any transmission or instruction, whether or not authorized, made by you in connection with the Merchant Capture Service that is acted upon by the Bank in good faith. Merchant Capture Annual Audits You agree to implement appropriate decument management procedures at your place of business to ensure the safety and integrity of deposited items from the time of receipt untit the time of destruction or other voiding. The Bank reserves the right to perform a site evaluation to review management and operational controls, staffing and the need for training and ongeing support, and the IT infrastructure. In addition, the Bank will perform annuat audits at the customers location related to IT, Remote Deposit Capture and associated operational processes, Page 1 of 3 tev 01-2018