Business Services Agreements

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Revised July 10, 2026

By using BOB, you accept all of the Terms & Conditions outlined below. Please read all parts carefully.

SERVICES

The following cash management standard services will be available to Customer:

• Balance inquiry

• Transfer of funds between accounts

• Loan payments

• Check images and statement presentation

• Secure messaging to Bank

• Stop payment initiation (additional fee per request)

• Access from mobile device

The following optional services are available if requested by Customer and approved by Bank and are subject to additional fees:

• Bill Payment

• Electronic Wire Transfer Origination (“Wires”) – Separate agreement required

• Automated Clearing House (“ACH”) Origination including generating payroll to employees’ accounts – Separate agreement required

• Positive Pay & ACH Positive Pay - Separate agreements required

Depending upon the type of account involved, not all of the above features and services may be available on a given account. Other services may be available from time to time in the future. By using these services, or other services as they become available, you agree to be bound by the terms and conditions contained in the Agreement and any amendments hereto.

DEFINITIONS

1. “Account” or “accounts” means your account(s) at Arrow Bank National Association.

2. “Agent” means any director, officer, employee, representative, affiliate, or any other person acting on behalf of customer with the actual, implied or apparent authority of the customer.

3. “Agreement” refers to the Arrow Bank National Association Business Online Banking (BOB) User Agreement, Enrollment Form, Business Online Banking Primary Administrator Addendum, Schedule of Fees and Account Agreement.

4. “Business Day” means any day on which the Bank’s offices are open to the public. Saturday, Sunday and federal or state holidays are not Business Days. Orders for transfers, bill payments or stop payments received by Bank on non-Business Days or after established cut-off hours, as set forth herein, may be treated as received on the next Business Day. Bank may change any cut-off hours at any time upon notice to the customer. All stated times are expressed as Eastern Standard Time.

5. “You” and “your” refer to the account holder authorized by Bank to use BOB under this Agreement and anyone else authorized by that account holder to exercise control over the account holder’s funds through BOB.

6. “Electronic Funds Transfers” means pre-authorized transactions and transfers to and from your accounts using BOB.

7. “BOB Services” means the services provided pursuant to this Agreement.

8. “We”, “Our”, “Us” and “Bank” mean Arrow Bank National Association.

9. “Customer” means the entity for which Arrow Bank National Association provides services.

ACCESS

To use BOB, you must have at least one deposit or loan account at Bank, access to BOB and an email address. To use BOB with the Bill Pay feature, in addition to the above, you must also have at least one checking account at Bank. You must use a supported internet browser to access BOB at https://www.arrowbank.com or such other internet address we may provide. To have mobile banking you must use a supported mobile device. Once we have received your signed BOB User Agreement, which is your request to allow access to your accounts through BOB, and verified your account information, we will send to the Primary Administrator by email, confirmation of our acceptance of your application.

BOB can be used to access only accounts held at Bank, which includes all accounts under the Customer’s Tax ID. We are not responsible for monitoring transactions through BOB to determine whether they are made by or on the behalf of the account holder.

PROVISIONS APPLICABLE TO ALL BOB CONNECTION SERVICES

The services provided by Bank are subject to all the applicable rules and regulations now or hereafter issued by Bank and by any regulatory agency with authority or jurisdiction over Bank.

BREACH OF AGREEMENTS

Any breach by Customer of any Agreement with Bank shall constitute a breach of this Agreement and, in addition to any other rights Bank may have, shall permit Bank to cease providing services immediately.

SECURITY PROCEDURES

Customer agrees to utilize BOB in accordance with existing Bank Security Procedures which may be modified by the Bank provided the changes are commercially reasonable. (“Security Procedures”) Customer acknowledges and agrees that the existing Bank’s Security Procedures are commercially reasonable for the services performed herein, and Bank may reject a service request that is not made in accordance with Bank’s Security Procedures, as the same may be modified.

The Bank and Customer must use these Security Procedures in connection with any communication between Customer and Bank. Customer agrees to be bound by any payment order, transaction or service charge order that is made and acted upon by Bank in accordance with these Security Procedures. Customer agrees to use the utmost care in selecting any vendor or individual given access to use one or more services; in designating any authorized representative; or in disclosing any information regarding services, including Security Procedures, that an unauthorized user would find helpful in gaining access to all or part of any service.

Furthermore, the Customer shall be solely liable for any losses arising from, through or as a result of such selection, designation and/or disclosure. Any unauthorized payment or transfer shall be presumed to have been caused by Customer’s lack of care in such selection, designation and/or disclosure. In no case shall the Bank be liable for damages sustained by Customer as a result of a payment or transfer made pursuant to an order purportedly made by an authorized representative of Customer, unless the Bank had actual knowledge that this order was being made by a person lacking authority.

1. PRIMARY ADMINISTRATOR

   Customer agrees to designate a Primary Administrator to communicate with Bank. The Primary Administrator is responsible for establishing User ID’s, passwords and transaction authorities to the Customer’s Agents and for notifying Bank of any breach of Security Procedure and other security-related activities. Designation of the Primary Administrator may be amended or revoked from time to time upon written notice to Bank by way of a newly executed Business Online Banking User Agreement.

2. PASSWORDS

   Once you have executed this Agreement form, the Enrollment Form, Business Online Banking Primary Administrator Addendum and any other document required by Bank and you have been approved to use BOB, you will be assigned a Company ID, a User ID and a password (“Password”). You will be required to change the Password upon your first access to BOB (you must select a combination of alpha-numeric and a special character, eight (8) character minimum. FOR SECURITY REASONS, YOU WILL BE REQUIRED TO CHANGE YOUR PASSWORD EVERY 90 DAYS. You will have the ability to authorize additional users to access your accounts and will be responsible for assigning such users passwords and user IDs and for maintaining the security surrounding your users Passwords and user transaction authority. The Bank will act on instructions received under valid Passwords, will have no duty to further verify the identity of any BOB user with valid Passwords and shall not have any liability for transactions occurring on your account originated with valid Passwords. You will control and manage your entity’s and users’ passwords and will be solely responsible for the use of BOB by anyone who utilizes your correct Passwords. Confidentiality of the Passwords is solely your responsibility.

   Access to BOB will be blocked in the event your Log-on ID or Password is entered incorrectly on three (3) consecutive access attempts. If this occurs to the Primary Administrator, please call the Electronic Banking Department at 800-246-2415. All other users must be reset by the Primary Administrator.

3. WORK ENVIRONMENT

   Customer is solely responsible for maintaining a secure work environment to ensure against unauthorized use of the Arrow Bank National Association Business Online Banking system by unauthorized individuals and non-employees. Security Procedures to be employed by Customer include without limitation: informing Users that their passwords should not be shared with anyone and to secure physical access to the PC/terminals used for Arrow Bank National Association Business Online Banking services when a User has logged on to the system.

4. OTHER

   The Customer understands the importance of its role in preventing misuse of its accounts through BOB and agrees to routinely monitor transactions on all accounts. The Customer agrees to protect the confidentiality of its account and account number, and unique identifying information such as Tax ID number. The Customer agrees to safeguard any number, code, password or other identifier assigned to it, from discovery by any unauthorized person. The Customer shall be solely liable for any losses arising from the unauthorized use of any number, code, password or other identifier assigned to it. Furthermore, any payment or transfer not authorized by the Customer shall be presumed to have been caused by the Customer’s neglect in safeguarding such numbers, codes, passwords or other identifiers assigned to it.

CUT-OFF HOURS

Transactions made through BOB shall be received by Bank in accordance with the applicable Cut-off Hours and Business Days and hours as amended from time to time. Bank’s Cut-off Hours for receipt of data transmitted through BOB apply as follows:

1. Stop payments 8:00 pm

2. Transfers may be initialized until 8:00 pm

The Cut-off Hours indicated are for processing of transactions on the Business Day the request is received by the Bank. If a request is received after the applicable Cut-off Hour, the transaction will be processed on the following Business Day.

FEES AND CHARGES

You agree to pay the fees and charges for your use of BOB as set forth in the current BOB Schedule of Fees. You agree to pay any additional reasonable charges for services you request, which are not covered by this Agreement. Bank reserves the right to change the charges, fees or other terms described in this Agreement in accordance with the “Change of Terms” section hereof. You are also responsible for telephone and Internet service fees you incur in connection with your use of BOB.

PROPRIETARY PROPERTY

Customer acknowledges that Bank Web Pages and their content including but not limited to BOB, and all information relating thereto constitute proprietary property of Bank. Customer shall not acquire any proprietary interest or rights therein as a result of its use of the services.

DOCUMENTATION, VERIFICATION OF TRANSFERS AND PERIODIC STATEMENTS

The system generates a confirmation for initiated transfers and bill payments. Transfer and bill payments made through BOB will be shown in your online history. All of your transfers and bill payments made through BOB will also appear on your statement(s) for the accounts from which and to which transfers are made.

You will receive an account statement(s) at least monthly for any month in which an electronic transfer occurs.

HONORING TRANSACTIONS AND INSTRUCTIONS

We reserve the right to refuse to pay any payee designated by you. We will honor Customer’s transactions and instructions (including adjustments and cancellations) only when Customer has complied with this Agreement. Bank will be under no obligation to honor, either in whole or in part, any transaction or instruction if:

1. The transfer exceeds Customer’s available funds on deposit with Bank.

2. The transfer would exceed any daily/monthly limit or permitted overdraft line you have with Bank.

3. Your account is closed, or if it has been frozen.

4. The funds in your account are subject to legal process, an uncollected funds hold, or are otherwise not available for withdrawal.

5. The information supplied by you or a third party is incorrect, incomplete, ambiguous, or untimely.

6. Circumstances beyond our control (such as fire, flood, water damage, power failure, strike, act of war, computer breakdown, telephone line disruption or a natural disaster) prevent or delay the transfer despite reasonable precautions that we have taken.

7. Any transactions violate the laws of any state or the United States, including the economic sanctions administered by the U.S. Treasury’s Office of Foreign Assets Control.

8. There may be other exceptions stated in other agreements we may have with you.

BILL PAYMENT SERVICES (if applicable)

You must indicate the Designated Bank Checking Account(s) from which payments are to be made; the complete name of the payee, the account number, and the payee’s remittance address, all exactly as shown on the billing statement or invoice; the amount of the payment; and the date you want the payment to be debited from your account. Bill Payment Service, payments will only be debited from your account(s) on Business Days. By using Bill Payment Service, you agree that, based upon instructions received under your password, we can charge your Designated Checking Account(s) by electronic transfer or “no signature required draft”, You also agree that your Bill Payments will be charged to the Designated Checking Account(s) specified by you.

Setting up Payments

You may make payments through BOB to us and to any business, merchant, or professional that generates a bill or invoice for products or services. Payments may be made only to payees with a U.S. payment address.

You must provide sufficient information about each Payee (“Payee Information”), to properly direct a payment to that Payee and to permit a Business Payee to identify the correct account (“Payee Account”) to credit with your payment. This information may include, among other things, the name and address of the payee and your Business Payee account number and the date or dates on which you want your payment to be paid.

The maximum single bill payment permitted through BOB with Bill Pay is nine thousand, nine hundred, ninety-nine dollars and ninety-nine cents ($9,999.99) or the amount available in your account, whichever is less. Bank reserves the right to process or reject payments that exceed this limit. Any such payment exceeding the limit shall be deemed to have been authorized by you.

Initiation and Delivery of Payments

Transaction instructions can be entered through BOB seven (7) days a week, 24 hours a day, however, payments can occur only on Business Days (See Definitions). Funds will be deducted from the designated Account for Bill Pay on the Deliver By Date for electronic payees. For payees who receive a draft, the funds will be deducted from the designated account when the draft is presented for payment.

In order to provide sufficient time for payments to be received by your payees, the date on which the payment is initiated must be at least two (2) business days prior to the date your payment is due for an electronically generated payment and at least four (4) business days prior to the date your payment is due for a payment mailed through the postal service. Scheduled payments should be prior to any late date or grace period. It is your responsibility to set up or authorize a payment, as appropriate, far enough in advance so that the payment will be received on a timely basis. We are not responsible for any losses, damages, or charges, including late payment charges or additional finance charges that a payee may impose as a result of receiving a late payment.

Non-Electronic Bill Payments

Where possible we will send all payments initiated through Bill Pay electronically. In cases where payment is not accepted electronically, you authorize the bank to make payment via a “no signature required draft” drawn on your designated account. The account will not be debited until such time as the draft is presented for payment. Stop payments may be placed on these drafts according to the same rules as Stop Payments for checks written by the customer directly.

TIMING OF TRANSFERS AND LOAN PAYMENTS

Transfers and loan payments that do not vary in amount can be scheduled to initiate automatically on a regular schedule determined by you. You will be required to choose the Previous Processing Date or Next Processing Date option when scheduling recurring transfers or loan payments. These options determine when the transaction will occur if the prescheduled recurring date falls on a non- business day. If “Previous Processing Date” is selected the transfer will process before the non-business day. If “Next Processing Date” is selected the transfer will process after the non-business day.

FUTURE DATED TRANSFERS AND LOAN PAYMENTS

You may future date a transfer or loan payment up to the systems capabilities. A one-time future dated transfer or loan payment cannot be scheduled to occur on a non-business day.

CANCELING OR CHANGING BILL PAYMENTS, TRANSFERS AND LOAN PAYMENTS

You may use BOB to change the amount and the initiation date of any pending bill payment, transfer or loan payment. You cannot cancel a bill payment, transfer or loan payment, once it has been debited from your account. Same day transfers cannot be canceled after the instruction has been sent to Bank as they are processed immediately. However, you may schedule a subsequent transfer to reverse the effect of a previously established transfer between accounts.

STOP PAYMENT REQUESTS

You may initiate Stop Payment Requests online via BOB for paper checks that you have written or for “no signature required drafts” issued by our third party bill pay vendor drawn on your Bank account(s). Stop Payment requests initiated through BOB and received after 8:00 p.m. will be processed on the next Business Day. To be effective, this type of Stop Payment request must precisely identify the name of the payee, the check number, the amount and the date of the check. If you make your Stop Payment request online, the use of your BOB Credentials has the same effect as if the Stop Payment Request was given in writing. You will incur Stop Payment charges as disclosed in the Commercial BOB Schedule of Fees included in this Agreement.

Stop Payment requests are valid for six (6) months whether written or electronic. After that time, the check may be paid and charged to your account unless you renew the Stop Payment Request in writing for an additional fee. The request/notice will be canceled if the account is closed or transferred. The request/notice is made subject to the terms of Bank’s Account Agreements, as in effect from time to time. Customer agrees to indemnify, defend and hold Bank harmless from all actions, claims and damages related to, or arising from, our action in stopping payment on any check or ACH debit pursuant to your Stop Payment Request. In regards to any form of Stop Payment Request, Customer must provide it in such a time and manner that allows Bank reasonable opportunity to act on the request.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

We make no warranty of any kind, expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose, in connection with the BOB Services provided to you under this Agreement. We do not and cannot warrant that BOB will operate without errors, or that any or all BOB Services will be available and operational at all times. Except as specifically provided in this Agreement, or otherwise required by law, you agree that the Bank not liable for any indirect, incidental, special or consequential damages under or by reason of any services or products provided under this Agreement or by reason of you use of or access to BOB, including loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty. You further agree that our officers, directors, employees, agents or contractors are not liable in any way whatsoever for any damages by reason of any services or products provided under the Agreement or by reason of your use or access to BOB. Further, in no event shall the liability of Bank and its affiliates exceed the amounts paid by you for the services provided to you through BOB.

In addition to greater limitations on the Bank’s liability that may be provided elsewhere, the Bank’s liability relating to any service shall be limited exclusively to actual proven damages arising directly from its own gross negligence or willful misconduct. The Bank will not be responsible or liable for any damages arising from or caused by any third parties other than those damages directly arising from or directly caused by the gross negligence or willful misconduct of its employees after the Bank had obtained actual knowledge that an Order, payment or transfer was being placed in effect by a person without authority. The Bank will not, under any circumstances, be liable for any special, incidental, indirect, consequential, punitive or similar losses or damages whether or not the likelihood of such losses or damages was known by either party at the time Customers first obtains services from Bank or at the time any instruction or order is given to Bank pursuant to any services, and whether such losses or damages arise from torts, contract claims or other sources. The Bank shall not be liable for any losses or damages caused, in whole or in part, by the action or inaction of Customer, or any Agent or employee of Customer, whether or not such action or inaction constitutes negligence or a breach of the Agreement. Bank shall not be liable for any damage, cost, loss, liability or delay caused by accident, strike, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of nature or any cause which is attributable to a third party, reasonably unavoidable or beyond Banks’ reasonable control. Customer agrees that the fees charged for the performance of the services shall be deemed to have been established in contemplation of these limitations of liability. Customer acknowledges that the reconstruction of events causing Customer to sustain damages becomes difficult, and may be inaccurate more than one year following the occurrence of such events. Therefore, Customer agrees that any claim, action, suit or proceedings against Bank for damages resulting in any respect from its acts or omissions in the performance of the services must be brought within one year from the date of the alleged act or omission and Customer shall have no right to bring any such claim thereafter. However, if New York State law does not allow reduction of statute of limitations to one year, then all claims, actions, suits or proceedings against Bank shall be brought within the shortest period of time which such laws allow for agreements limiting periods of time for the filing suits. Customer agrees to immediately notify Bank of any claim by Customer, or any claim that is made to Customer by a third party that any act or omission by Bank in connection with any Service has caused Customer or such third party to sustain any damages.

INDEMNIFICATION

Except to the extent Bank is determined to be liable for its own gross negligence in performing a service, Customer agrees to indemnify, defend and hold Bank, affiliates and subsidiaries, directors, officers, employees and agents harmless from and against any damage, loss or liability of any kind to third parties, including, without limitation, reasonable attorney fees and court costs, which result directly or indirectly, in whole or in part, from the services.

ATTORNEY FEES

Bank, if it is the prevailing party in any litigation or arbitration related to services shall be entitled to recover such amount as a court or neutral arbitrator(s) may judge reasonable as attorney fees at any hearing, arbitration, mediation, trial, appeal or petition for review or reconsideration, in addition to any other costs or expenses incurred.

COOPERATION IN LOSS RECOVERY EFFORTS

In the event of any damages for which Bank or Customer may be liable to any of the others or to a third party pursuant to the services, Bank and Customer will undertake reasonable efforts to cooperate with each other (as permitted by applicable law) in performing loss recovery efforts and in connection with any action(s) that the relevant party may be obligated to defend or elect to pursue against a third party.

CUSTOMER RECORDS

This Agreement and the performance by Bank of the services thereunder shall not relieve Customer of any obligation imposed by law or contract regarding the maintenance of records or from employing adequate audit, accounting and review practices as are customarily followed by similar businesses. Customer shall retain and provide to Bank, upon request, all information necessary to remake or reconstruct any deposit, transmission, file or entry until ten (10) Business Days following receipt by Bank of the deposit, file, entry, transmission or other order affecting an account.

THIRD PARTY NETWORKS

Provision of certain services is dependent upon Bank’s ability to provide access to third party networks. In the event any third party network is unavailable or in the event Bank determines, in its discretion, that it is unable to continue providing any third party network access, Bank may discontinue the related service or may provide the Service through an alternate third party network and shall have no liability for the unavailability of access. Bank does not warrant and shall not be responsible for services received by Customer from any third party networks.

ADDITIONAL SERVICES

Bank may provide services, which are not included in the services section of this Agreement. By accepting any such service, Customer agrees that the service will be governed by this Agreement and Customer will pay reasonable fees for such services.

NOTICES AND CONSENT TO ELECTRONIC DELIVERY OF NOTICE

Any written notices sent to Customer shall be delivered or mailed to Customer’s current address or other known address if deemed more appropriate by Bank. You agree that Bank has the right to send any notice or other type of communication provided to Customer pursuant to the terms of this Agreement, and any future disclosures required by law, including Electronic Fund Transfer Disclosures, may be made electronically by posting the notice on Bank website or by email. Customer agrees to notify Bank immediately of any change in Customer’s email address.

SEVERABILITY

To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision shall be held to be invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without rendering invalid, illegal or unenforceable the remainder of any such provision or the remaining provisions of this Agreement.

WAIVER

A waiver by Bank or Customer of any specific term or provision shall not be construed as a waiver of such term or provision at any other time, or of any other term or provision.

ASSIGNMENT

Customer may not assign or transfer its rights or obligations thereunder to any other person or entity without the Bank’s written consent, whose consent shall not be unreasonably withheld. Any change in ownership or in Primary Administrator must be reported, in writing by way of a newly executed Business Online Banking User Agreement immediately to the Bank. Until Bank receives notice in writing of the change liability for use of the website remains with the original ownership.

CHANGE IN TERMS

Bank may change any term of this Agreement at any time. If the change would result in increased fees for any BOB Service, increased liability for Customer, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of transfers, Bank agrees to give Customer notice at least 21 days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or Bank’s electronic fund transfer system. Bank will post any required notice of the change in terms on Bank website, or forward it to Customer by email, or by postal mail. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or Bank electronic fund transfer system, Bank will notify Customer of the change in terms within 30 days after the change becomes effective. Customer use of any BOB Services, after notice of the effective date of change, indicates Customer’s acceptance of the change in terms. Bank reserves the right to waive, reduce or reverse charges or fees in individual situations. Customer acknowledges and agrees that changes to fees applicable to specific accounts are governed by the applicable Account Agreements.

TERMINATION

If Customer wants to terminate access to BOB, they must send a written termination authorization to Bank. RECURRING TRANSFERS WILL NOT NECESSARILY BE DISCONTINUED BECAUSE CUSTOMER TERMINATES ACCESS TO THE SERVICE. IF CUSTOMER WANTS TO MAKE SURE THAT RECURRING TRANSFERS BETWEEN ACCOUNTS ARE STOPPED, CUSTOMER MUST NOTIFY BANK IN WRITING AND SPECIFICALLY REQUEST TERMINATION OF THE TRANSFER(S). Bank reserves the right to terminate BOB, in whole or in part, at any time with or without cause and without prior written notice. In that event, or in the event that Customer gives Bank a termination notice, Bank may (but is not obligated to) immediately discontinue making previously authorized transfers, including recurring transfers and other transfers that were previously authorized but not yet made. Bank also reserves the right to temporarily suspend BOB in situations deemed appropriate by Bank in sole and absolute discretion, including when Bank believes a breach of system security has occurred or is being attempted. Bank may consider repeated incorrect attempts to enter your Passwords as an indication of an attempted security breach. Termination of the Service does not affect Customer obligations under this Agreement with respect to occurrences before termination. Any obligation of the parties accruing prior to notice shall survive any such termination. Bank may immediately terminate any service at any time if an event occurs which has an adverse impact on Customer and/or increases the risk to Bank. For security reasons, If Customer has not logged on to BOB for a period of 90 Days, the Bank may deactivate BOB.

COMMUNICATIONS BETWEEN BANK AND CUSTOMER

Unless this Agreement provides otherwise, Customer can communicate with Bank in any one of the following ways:

1. Contact Us within your Secure BOB session

2. Telephone: BOB Support at 800-246-2415 (8:00 a.m. to 6:00 p.m. Mon-Fri and 9:00 a.m. to 1:00 p.m. Sat)

3. Postal Mail: Arrow Bank National Association, Electronic Banking Dept., 250 Glen Street, Glens Falls, N.Y. 12801

4. In Person – You may visit us at any one of our banking locations during banking hours.

GOVERNING LAW

This Agreement shall be governed by the laws of New York State and by applicable federal law. The Customer submits to the jurisdiction of the state courts located in Warren County of the State of New York and the United States District Court for the Northern District of New York, without prejudice to the Bank's right to bring an action in any other forum. The Customer waives personal service of process and consents to service of process by certified or registered mail, return receipt requested, directed to the Customer at its address set forth in the records of the Bank. The Customer waives trial by jury in any proceeding brought by either party involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this Agreement, and the Customer also waives any objection based on forum non-conveniens, improper venue or personal jurisdiction, for any proceeding brought in any federal or state court located in the State of New York.

MISCELLANEOUS

The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. This Agreement is binding upon Customer’s heirs and Bank's successors and assigns. Certain of the obligations of the parties pursuant to this Agreement that by their nature would continue beyond the termination, cancellation, or expiration of this Agreement shall survive termination, cancellation, or expiration of this Agreement.

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Revised July 24, 2026

By using the Business Remote Deposit Service, you accept all of the Terms & Conditions outlined below. Please read all parts carefully.

Customer has authorized the Bank to provide certain electronic capture services ("Business Remote Deposit" or "BRD") to the Customer as herein described. Customer receives payments by paper checks from its customers (the "Indirect Customers"); and the Bank has agreed to provide such services to the Customer on the terms and conditions herein described. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1. SERVICES

   Bank agrees to provide Business Remote Deposit based on the terms of these Terms & Conditions that will enable Customer to electronically deposit Indirect Customer checks into a Customer account at Bank and to have such checks processed using the procedures permitted by the Federal Check Clearing For The 21st Century Act (“Check 21 Act”). Such services shall include the furnishing of a check scanning device (“Scanner”), access to a browser based software program and all necessary related materials and documentation (such materials and documentation collectively referred to as the “Program”) that the Bank determines will be needed to enable Customer to make the electronic deposits. The BRD shall make it possible for the Customer, subject to any limitations herein, to scan paper checks and electronically transmit the resulting electronic information and images to a third party processor (“Vendor”) selected by the Bank. The Vendor is authorized by the parties to use the electronic information captured from the checks to process transactions. The services may use, to the extent determined by the Bank, the procedures authorized by Check 21 Act (“Check 21 Transactions”).

2. LAWS, RULES, AND REGULATIONS

   Customer agrees to comply with all existing and future operating procedures used by the Bank for processing of transactions. Customer further agrees to comply with all applicable state or federal laws, rules and regulations affecting the use of checks, drafts, and Check 21 Transactions, including but not limited to rules and procedural guidelines established by the Federal Trade Commission (FTC). These laws, procedures, rules, regulations, and definitions (collectively the "Rules") shall be incorporated herein by reference. In the event of conflict between the terms of these Terms & Conditions and the Rules, the Rules will control the interpretation of these Terms & Conditions.

3. DEPOSITED CHECKS

   Customer will retain the original paper checks in a secure location for a period of 30 days before being destroyed. The customer agrees to use a shredder or other equivalent destruction mechanism to assure secure, complete and absolute destruction of the original checks. The Customer will not attempt to make duplicative deposits using the same check either through the Business Remote Deposit service or through other means. Customer will maintain possession of the original check as stated in these Terms & Conditions and Customer and no other party will resubmit the original check for payment. Customer agrees to indemnify and hold harmless the Bank from any loss for breach of this provision. Customer agrees to notify the bank of a security breach at the Customer’s site. The Customer also agrees to review and validate the accuracy of the check data captured including the amount of the check and the legibility of the check image through the Business Remote Deposit service. The Bank has the right to audit Customer site at any time. Customer agrees to only deposit checks drawn on United States financial institutions through BRD. The images of these checks will be maintained by the Bank for a period of seven years.

4. CUSTOMER'S OBLIGATIONS TO INDIRECT CUSTOMERS

   As the Customer will be receiving the Indirect Customers' paper checks, and creating Images from these checks to process as Check 21 Transactions, and as the Customer will be retaining and then destroying the Indirect Customers' paper checks, the Customer must comply with the following responsibilities.

   1. Retain Paper Checks after Converting to Images. Paper checks will be handled and retained as stated in Section 3 above.

   2. Compliance with Rules; Non-Disclosure and Confidentiality. Customer agrees both to comply with and cooperate and assist the Bank and its vendors in complying in a complete and timely manner with the Rules. Customer agrees to execute and deliver to the Bank all such instruments, as the Bank may from time to time reasonably deem necessary. Customer shall not disclose to any third party other than the Bank, or any agent of Customer for the purpose of assisting Customer in completing a transaction, or as specifically required by law, any account information or other personal information. Customer, in an area limited to select personnel, and prior to discarding, shall destroy in a manner rendering data unreadable all material containing account information after it has been retained for a period specified by the Bank.

5. RIGHT TO USE PROGRAM/LIMITED SUBLICENSE

   The Bank hereby grants to the Customer a nontransferable and non-exclusive sublicense for use of the Program, subject to the terms and conditions set forth in these Terms & Conditions. Customer acknowledges and agrees that the Program is valuable, confidential, and proprietary property of The Vendor and agrees not to transfer, distribute, copy, reverse compile, modify or alter the Program. Customer acknowledges and agrees that all rights, title and interest in and to any software and the Program, together with modifications, enhancements and derivative works and all intellectual property rights, such as copyrights, patents and trade secrets pertaining to the software and Program are and shall remain owned exclusively by the Bank or its Vendor and these Terms & Conditions does not give the Customer any rights to any such software, program or materials.

6. DELIVERY AND INSTALLATION

   The Bank shall deliver to the Customer a Scanner and access to the Program. The Bank agrees to further provide instruction and consultation to assist Customer in its initial installation of the Scanner and setup of the Program.

7. MAINTENANCE

   After delivery and installation of the Scanner and Program and until the termination of these Terms & Conditions pursuant to Section 8, the Bank will assist the Customer in obtaining from the Vendor technical support and other information for the operation and use of the Scanner and Program, and will provide to the Customer any modifications, refinements and enhancements to the Scanner or Program which the Vendor may hereafter implement and which the Bank has received notification from the Vendor.

8. TERM

   These Terms & Conditions are effective from the date the Scanner and the Program are received by Customer and shall remain in force until termination.

   TERMINATION BY THE CUSTOMER: Customer may terminate these Terms & Conditions at any time. Such termination shall be effective within five (5) business days following the day of Bank’s receipt of written notice of such termination or such later date as is specified in that notice. The Customer agrees to return the Scanner in good working order, if provided by the Bank, and all written and/or electronic documentation related to the Scanner and/or Program to the Bank, together with all copies thereof, upon termination. The provisions of these Terms & Conditions protecting the proprietary rights of the Vendor and the Bank will continue in force after termination. Failure to return the provided scanner upon termination will result in a Termination Fee.

   TERMINATION BY THE BANK: Bank reserves the right to terminate these Terms & Conditions at any time. Termination is immediate by providing written notice of such termination to Customer via email and / or first-class mail, both of which shall be effective upon mailing. Reasons for termination may include but are not limited to: willful misconduct by the Customer or its agents, a breach of security, or unauthorized activity involving the account. The Bank is not required to have a reason for termination or provide any reason to the Customer. Termination of services does not nullify any obligations set forth prior to termination, including indemnification of the Bank while acting on the Customer’s behalf. Customer must return provided scanner in good working order upon termination to avoid being assessed a Termination Fee.

9. FEES

   Customer agrees to pay the fees for access to and use of the Scanner and the Program at the rates specified by the Bank's Fee Schedule that accompanies these Terms & Conditions as presently exist or as may hereafter be amended and provided to the Customer. The Bank may change the fees charged to the business Customer any time during the term of these Terms & Conditions and to a consumer after providing thirty (30) days written notice to Customer. The Bank may deduct all fees due from any account of the Customer at the Bank. The fees in effect at the start of these Terms & Conditions have been provided to the Customer. Failure to return the provided scanner upon termination will result in a Termination fee of $500.

10. ACCOUNT

    The Customer will maintain with the Bank at least one demand deposit or commercial checking account (the "Account(s)") for the purpose of providing available funds and for deposit of received funds in connection with the use of the services. In addition to the terms of these Terms & Conditions, the Account will be subject to a separate Account Agreement. Unless the Bank otherwise requires the Customer to maintain collected funds, the Customer agrees to maintain sufficient available funds in the Account(s) to support any transaction initiated under the services and to cover any fees the Customer is obligated to pay under these Terms & Conditions. If at any time there are not sufficient collected funds in the Account to cover all outstanding transactions and other payment obligations of the Customer under these Terms & Conditions, Customer agrees to immediately pay the Bank, on demand, the amount of any deficiency in such outstanding transactions and obligations. The Bank may, without prior notice or demand, obtain payment from Customer for any of its obligations under these Terms & Conditions by debiting any account of the Customer at the Bank.

11. RIGHT OF OFFSET

    Customer hereby acknowledges and agrees that the Bank shall have a right of offset against any and all fees, Returns and Refunds owed the Bank by Customer under these Terms & Conditions.

12. AUTHORIZATION

    The Customer will provide to the Bank properly executed authorizations from Customer (which may be designated by resolution executed in conjunction to the establishment of Customers deposit account), in form acceptable to the Bank identifying by name and title the officers of the Customer who are authorized to sign and perform the obligations of the Customer under these Terms & Conditions. In the absence of such authorizations, Customer agrees that individuals authorized to sign on Customers deposit account are authorized to perform the obligations of the Customer under these Terms & Conditions. From time to time hereafter, the Customer may identify other persons who are authorized to provide instructions or directions to the Bank, to sign any document or instruction on behalf of the Customer relating to these Terms & Conditions, and to take any action on behalf of the Customer, provided, however, that the Bank may rely upon, as authentic and duly authorized, any written or other communication from any person purporting to be an officer of the Customer or other representative of the Customer regardless of whether the Customer shall have provided to the Bank any evidence of such person's authority.

13. ACCOUNT RECONCILIATION

    All transactions which result in a debit or credit to the Account initiated by the Customer using the services will be reflected on the Customer's monthly account statements. The Customer will notify the Bank, within thirty (30) days after the mailing of the account statements by the Bank of any discrepancies between the account statements and the Customer's records of transactions initiated through the services. Failure of the Customer to notify the Bank within said time period of any such discrepancies will preclude the Customer from asserting any claims for damages or other liabilities against the Bank by reason of such discrepancies.

14. ENTRIES

    Customer shall be responsible for the accuracy and propriety of all entries submitted to the Bank for processing, as well as responsible for obtaining all required approvals for the processing, of the entry from the Indirect Customer. Customer shall be liable for each entry and warrants that it complies with the Rules.

15. DISCREPANCIES

    In the event of any conflicts in the instructions received by the Bank regarding the Customer or any entries relating to them, the Bank may at its option and with or without notice, hold or interplead, comply with the legal process or other order, or otherwise limit access by the Customer or by the Bank to the funds, entries, or proceeds thereof.

16. PROCESSING DEADLINE

    The Bank has specific processing deadlines. Data received after the deadline will be processed the next business day. A business day is Monday through Friday, 9:00AM to 6:00PM, excluding Federal holidays, subject to change at the Bank’s discretion.

17. UNAUTHORIZED ACCESS SECURITY PROCEDURES

    The Customer shall be solely responsible for protecting against unauthorized access to the Scanner and the Program and any and all losses and damages arising from any unauthorized access to the Scanner and the Program. The Customer shall establish physical security, passwords and other security procedures as reasonably necessary to ensure the confidentiality of access features. The Customer shall make such procedures and security features known only to those authorized representatives of the Customers who will use the Scanner and the Program. The Bank shall have no obligation, liability or control, either directly or indirectly over said procedures or the failure of Customer to maintain said procedures. The Customer shall be solely responsible for designating its authorized representatives and disclosing the identity of said representatives, and all changes thereof, to the Bank, provided, however, the Bank shall not be responsible for verifying the authenticity of any person claiming to be a representative of the Customer or the authenticity of any instruction, direction or information provided to any said person. Any instructions, directions or other information provided by the Customer, or any representative of the Customer, under the services shall be deemed to have been authorized by the Customer, and the Bank shall be indemnified and held harmless by the Customer for acting upon any such direction, instruction or information.

    1. The Bank will provide Customer with an Administrative User Name and Password and all necessary additional security information. Customer may appoint an individual ("Administrator") with the authority to: (a) determine who will be authorized to use the services; (b) establish separate user names and passwords for each user; and (c) establish limits on each user's authority to access information and conduct transactions. Customer is responsible for the actions of its Administrator, the authority the Administrator gives others to act on its behalf, and the actions of the persons designated by the Administrator to use the Bank service. Customer agrees to: (a) take reasonable steps to safeguard the confidentiality of all Passwords; (b) limit access to its passwords to persons who have a need to know such information (c) closely and regularly monitor the activities of employees who access the Bank service (d) prohibit its employees and agents from initiating entries without proper supervision and adequate controls; and (e) remove users they deem no longer authorized to use the services.

    2. Customer understands that the use of Passwords and the Bank service instructions is confidential and agrees to assume all risks of accidental disclosure or inadvertent use by any party whatsoever, whether such disclosure of use are on account of Customer's negligence or are deliberate acts. Customer acknowledges that no person from the Bank will ever ask for any Passwords and that the Bank employees do not need and will not ask for passwords.

    3. Customer shall change its passwords periodically and whenever anyone who has had access to a password is no longer employed or authorized by it to use the Bank service. The Bank may require Customer to change its passwords at any time. The Bank may deny access to the Bank service without prior notice if it is unable to confirm (to its satisfaction) any person's authority to access the service or if the Bank believes such action is necessary for security reasons.

18. CUSTOMER REPRESENTATIONS AND WARRANTIES

    With respect to each and every check that the Customer scans into an Image using the BRD system, the Customer represents and warrants to the Bank that: (a) the Customer shall be bound by and comply with all procedures and operating guidelines established by the Bank, contained herein or subsequently created, and (b) the Customer assumes responsibility for any paper check that is transmitted which for any reason is not paid.

19. INDEMNIFICATION

    1. All disputes between Customer and any Indirect Customer relating to any transaction shall be settled between Customer and Indirect Customer. Customer agrees to indemnify and hold the Bank and its processors harmless from any claim, liability, loss, or expenditure relating to any such transaction and/or from Customer's breach of any of its obligations under these Terms & Conditions. The Bank retains the right to offset the Customer's account for amounts the Bank is damaged by Customer's actions.

    2. The Customer will defend, indemnify and hold harmless the Bank and its processors and any bank in the funds transfer process against and in respect to any and all losses, liabilities, expenses and damages, including consequential, special and punitive damages, directly or indirectly resulting from: (i) the processing of any request received by the Bank under the BRD system; (ii) any breach of the provisions of these Terms & Conditions or the Rules by the customer or any of its directors, officers, employees, representatives or agents; (iii) any dispute between the Customer and any third party in connection with the use of the BRD system; (iv) any breach of the Customer's representations for any transaction submitted by the Customer described in these Terms & Conditions; (v) any loss or expenditure which results from any transaction submitted by the Customer caused by the Indirect Customer's inability to fund the transaction; and (vi) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including attorney's fees) incident to the foregoing. The terms of this Section shall survive termination of these Terms & Conditions.

    3. The Customer will indemnify and hold harmless the Bank and its processors against any claims or liabilities resulting from the loss or destruction of an indirect Customer’s paper checks.

20. LIMITATIONS OF LIABILITY

    THE BANK'S ENTIRE LIABILITY AND THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO THE BANK'S DISCLAIMER OF WARRANTY (SET FORTH IN SECTION 21 BELOW) IS LIMITED TO THE REPLACEMENT OF ANY SCANNER THAT IS RETURNED TO THE BANK. IN NO EVENT SHALL THE BANK BE LIABLE TO CUSTOMER FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM AND DOCUMENTATION, OR FOR ANY CLAIM BY ANOTHER PARTY. THE BANK'S DUTIES AND RESPONSIBILITIES IN CONNECTION WITH CHECK 21 TRANSACTIONS ARE LIMITED TO THOSE DESCRIBED IN THESE TERMS & CONDITIONS. THE BANK WILL BE DEEMED TO HAVE EXERCISED ORDINARY CARE AND TO HAVE ACTED REASONABLY IF THE BANK HAS ACTED IN ACCORDANCE WITH THE TERMS OF THESE TERMS & CONDITIONS AND WILL BE LIABLE FOR LOSS SUSTAINED BY CUSTOMER ONLY TO THE EXTENT SUCH LOSS IS CAUSED BY THE BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE BANK WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE BANK'S ACT OR OMISSION. THE BANK WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE: (A) RELATED TO THE DISHONESTY OF THE CUSTOMER'S EMPLOYEES, OFFICERS OR AGENTS; (B) RESULTING FROM ANY RECEIVING BANK'S FAILURE TO ACCEPT ANY CHECK 21 TRANSACTIONS; OR (C) RESULTING FROM ANY DELAY IN THE PERFORMANCE OF THESE TERMS & CONDITIONS, WHICH IS CAUSED BY AN ACT OF GOD, FIRE OR OTHER CASUALTY, ELECTRICAL OR COMPUTER FAILURE, DELAYS OR FAILURE TO ACT BY ANY CARRIER, MEDIUM OR AGENT OPERATING BETWEEN THE BANK AND THE CUSTOMER OR BETWEEN THE BANK AND THIRD PARTIES OR ANY OTHER CONDITION OUTSIDE THE BANK'S CONTROL. NO THIRD PARTY WILL HAVE RIGHTS OR CLAIMS AGAINST THE BANK UNDER THESE TERMS & CONDITIONS. THE TERMS OF THIS SECTION SHALL SURVIVE TERMINATION OF THESE TERMS & CONDITIONS.

21. DISCLAIMER OF WARRANTY

    NO WARRANTIES WITH RESPECT TO THE SCANNER AND THE PROGRAM ARE MADE BY THE BANK NOR DOES THE BANK WARRANT THAT THE SCANNER AND THE PROGRAM WILL MEET SPECIFIC REQUIREMENTS OF THE CUSTOMER. THE BANK DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE SCANNER AND/OR THE PROGRAM. THE BANK DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF CUSTOMER'S ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

22. EQUIPMENT

    The Bank is not responsible for any loss, damage or injury resulting from (i) an interruption in Customer's electrical power, cable service, or telephone service; (ii) the disconnecting of Customer's cable or telephone line by Customer's local cable or telephone company or from deficiencies in Customer's line quality; (iii) any defect or malfunction of the Scanner or cable/telephone line; or (iv) for other reasons or events beyond the Bank’s control.

23. THE BANK'S LIABILITY FOR FAILURE TO COMPLETE TRANSACTIONS

    The Bank will process and complete all deposits properly initiated through the BRD system in accordance with the terms on the Image and the terms of these Terms & Conditions. If the Bank or its processors do not complete Check 21 Transaction on time or in the correct amount in accordance with terms on the Image and under the terms of these Terms & Conditions, the Bank's liability for Customer's losses and damages will be limited to those directly and caused by the Bank's failure, not to include indirect, consequential, special or exemplary damages. Further, the Bank will not be liable if:

    1. The Scanner or the Program is not working properly, and Customer knew about the malfunction when Customer initiated use of the services.

    2. Circumstances beyond the Bank's control (such as fire, flood, or delay in the U.S. Mail) prevent the proper completion of the transaction despite reasonable precautions by the Bank to avoid these circumstances.

24. ENTIRE AGREEMENT; SEVERABILITY

    These Terms & Conditions together with all exhibits, schedules, the Account Agreement and the Rules (as incorporated herein) represent the entire agreement and understanding of the parties. If any portion of these Terms & Conditions is found to be unenforceable, all remaining portions shall remain in full force and effect. In the event of any inconsistency or conflict between the terms of these Terms & Conditions and any present or future statute, regulation or governmental policy to which the Bank is subject and which governs or affects the transactions contemplated by these Terms & Conditions, then these Terms & Conditions shall be deemed amended to the extent necessary to comply with such statute, regulation or policy and the Bank shall incur no liability to the Customer as a result of such violation or amendment.

25. ASSIGNMENT: SUBLICENSE

    Customer agrees not to assign, transfer or dispose of its rights and obligations under these Terms & Conditions and not to further sublicense, assign or transfer the Program, except as expressly provided in these Terms & Conditions.

26. GOVERNING LAW

    These Terms & Conditions shall be governed by the laws of New York State and by applicable federal law. The Customer submits to the jurisdiction of the state courts located in Warren County of the State of New York and the United States District Court for the Northern District of New York, without prejudice to the Bank's right to bring an action in any other forum. The Customer waives personal service of process and consents to service of process by certified or registered mail, return receipt requested, directed to the Customer at its address set forth in the records of the Bank. The Customer waives trial by jury in any proceeding brought by either party involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, these Terms & Conditions, and the Customer also waives any objection based on forum non-conveniens, improper venue or personal jurisdiction, for any proceeding brought in any federal or state court located in the State of New York.

27. WAIVER OF JURY TRIAL

    The parties waive all rights to trial by jury in any litigation or other proceeding arising out of or relating to these Terms & Conditions or the services rendered hereunder.

BUSINESS REMOTE DEPOSIT FEE SCHEDULE

SERVICE FEES

Business Remote Deposit Service Fee: $35.00 per month; Other fees may apply based on Account type

$500.00 Termination fee unless scanner is returned in working condition.

Fees associated with this Business Remote Deposit Service are subject to change at the Bank’s discretion at any and all times. The Bank will evaluate the fee(s) for these Services minimally on an annual basis. Notice of such change will be provided in accordance with Section SERVICE FEES of these Terms & Conditions.

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Revised July 24, 2026

By using the Electronic Wire Transfer Service, you accept all of the Terms & Conditions outlined below. Please read all parts carefully.

Primary Administrator will have the ability to authorize additional users to access account(s) and will be responsible for assigning user passwords and user IDs and for maintaining the security surrounding users Passwords and user transaction authority. The Bank will act on Orders received electronically via the Internet under a valid User ID and Password through the Bank’s Business Online Banking service.

The Bank may, in its discretion and without liability of any kind to Customer, reject any Order. The Bank shall provide Customer Notice of rejection.

Customer shall pay Bank the charges for the services provided in connection with these Terms & Conditions, as set forth in the Schedule of Fees.

Upon the receipt and acceptance of any Order, the Bank will charge the account(s) designated in the Order. No Order will be executed unless the account has sufficient available funds. All wires must be transmitted in U.S. Dollars.

Either party may terminate this Service by giving written notice to the other party. Termination shall be effective upon receipt, although, termination of shall not affect any rights or liabilities of either party accruing prior to such termination.

General

An Electronic Wire Transfer Order is a request to transfer money from a given Customer’s account at the Bank through Business Online Banking to, or for the benefit of, a given account at another financial institution.

Customer agrees and understands that when Bank acts on any Order, Bank and any beneficiary’s financial institution may rely solely on (i) the beneficiary’s account number even if it identifies a person different from the named beneficiary, and (ii) the identification number provided to Bank of any other financial institution through which the funds are to be transferred, rather than the name of the financial institution. Customer expressly agrees to be bound by any Order, whether or not authorized, issued in its name and accepted by provided to Bank in compliance with the Security Procedure.

The Bank has the discretion to accept or reject an Order on notice to Customer, and will accept Orders only from authorized users assigned by the Primary Administrator of Customer.

Customer has the responsibility to keep Business Online Banking User(s) credentials and entitlements current.

Bank shall have no obligation to cancel or amend any Order after its receipt by Bank. However, Bank shall use reasonable efforts to act on a request by Customer for cancellation of an Order prior to sending the wire request to the beneficiary.

The Bank will make every reasonable effort to handle Orders on the day they are received, but Orders should be received by the Bank by 3:00 pm to make such “same day” transfers possible.

All transfers affected by the Bank will appear on periodic Bank statements as applicable for each transfer account. Such statements will be presumed to be accurate unless Customer notifies the Bank of discrepancies in the statements within thirty (30) days of the statement date.

The Bank will not inquire as to the purpose of any Order or the identity of the transferee named in the Order. Any specialized account handling or special service required by Customer shall not be effective unless subject of a separate written agreement executed by duly authorized representatives of both Customer and the Bank.

Security Procedures

Customer agrees to adhere to Security Procedures as outlined in the Business Online Banking User Terms & Conditions. Customer is strictly responsible to establish and maintain procedures to safeguard against unauthorized or incorrect Orders. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper Customer supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any logons, passwords, codes, security devices and related instructions provided by Bank. If Customer believes or suspects that any such information or instructions have been discovered or accessed by unauthorized persons, Customer agrees to notify Bank immediately followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by Bank prior to receipt of such notification and within a reasonable time period for Bank to act to prevent unauthorized transfer.

Bank grants access to the Business Online Banking service, as defined in any pertinent Business Online Banking Terms & Conditions, which is incorporated herein by reference, to perform Electronic Wire Transfer transactions. Any transaction initiated or authorized using a valid combination of Login ID, Password and other authentication means established by Bank, will be considered authentic, valid and binding by Customer and Bank.

Electronic Wire Transfer Orders initiated via Business Online Banking require dual control (one Customer Representative to create the Order and one Customer Representative to approve the Order).

THE BANK SHALL ACT IN GOOD FAITH AND EXERCISE REASONABLE CARE UNDER THESE TERMS & CONDITIONS AND SHALL BE LIABLE TO CUSTOMER ONLY FOR LOSSES CUSTOMER SUSTAINS WHICH ARE CAUSED DIRECTLY BY THE BANK’S FAILURE TO SO ACT AND EXERCISE SUCH CARE AND SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSSES OF ANY KIND OR EXTENT. IN NO CASE SHALL THE BANK BE LIABLE FOR DAMAGES SUSTAINED BY CUSTOMER AS A RESULT OF A WIRE TRANSFER MADE PURSUANT TO AN ORDER PURPORTEDLY MADE BY AN AUTHORIZED REPRESENTATIVE, UNLESS THE BANK HAD ACTUAL KNOWLEDGE THAT THIS ORDER WAS BEING MADE BY A PERSON LACKING AUTHORITY.

If Customer suspects or believes that any such information has been compromised, or that unauthorized wires have been transmitted via the service, it shall immediately call Bank’s Electronic Banking Customer Service Center at 800-246-2415. Electronic Banking Hours are Mondays through Fridays 8:00 a.m. to 6:00 p.m. and Saturdays 9:00 a.m. to 1:00 p.m.

Customer will employ a secure Internet environment using commercially reasonable industry standard security technology.

Bank shall not be liable for any damages whatsoever arising from or caused by Customer’s failure to comply with these provisions. Furthermore, Bank will not be liable for any damages arising from or caused by any third parties, other than those damages directly arising from the gross negligence or willful misconduct of its employees after Bank had obtained actual knowledge that a transfer was being placed by a person without authority. Customer shall be solely liable for any losses arising from, through or as a result of its establishment or use of its security standards, policies and/or safeguards. Any unauthorized payment or transfer shall be presumed to have been caused by Customer’s lack of care in the establishment or use of such security standards, policies and/or safeguards.

Bank Responsibilities; Liability; Limitations on Liability; Indemnity

1. In the performance of the services required by these Terms & Conditions, Bank shall be entitled to rely solely on the information, representations, and warranties provided by or in the name of Customer pursuant to these Terms & Conditions, and shall not be responsible for the accuracy, validity or completeness thereof. Bank shall be responsible only for performing the services expressly provided for in these Terms & Conditions, and shall be liable only for its gross negligence or willful misconduct in performing those services. Bank shall not be responsible for Customer’s acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any Order received from or in the name of Customer) or those of any other person, including without limitation, any Federal Reserve Bank and no such person shall be deemed Bank’s agent. Customer shall indemnify, defend and hold Bank harmless against any and all Losses and Litigation Expense arising out of or relating to any claim or assertion of any person or entity to the effect that Bank is responsible for any act or omission of Customer (including its agents, servants, employees or subcontractors) or any other person described in the section above. For purposes of this section “Loss” means any Liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees and penalties or other charge, other than a Litigation Expense. For purposes of this Section, “Litigation Expense” means any court filing fee, court cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification under this Section, including without limitation, in each case, attorneys’ fees, other professionals’ fees and disbursements.

2. Any Bank liability, which can only arise from the gross negligence or willful misconduct of the Bank, shall be limited to Customer’s actual damages; in no event shall Bank be liable for any consequential, special, incidental, punitive or indirect loss or damage which Customer may incur or suffer in connection with, arising out of or related to a breach of these Terms & Conditions by Bank (including its agents, servants, employees or subcontractors), whether or not the likelihood of such damages was known or contemplated by Bank and regardless of the legal or equitable theory of liability which Customer may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from Bank’s acts or omissions pursuant to these Terms & Conditions.

3. Without limiting the generality of the forgoing provisions, Bank shall be excused from failing to act or a delay in acting if such failure or delay is caused by legal constraint, interruption of mechanical, transmission or communication facilities, equipment failure, war, acts of terrorism, emergency conditions, criminal acts of third parties or other circumstances beyond Bank’s control.

   Amendments

   From time to time Bank may amend any of the terms and conditions, including, without limitation, any cutoff time, any business day, or other. Such amendments shall become effective upon notice when required to Customer or such later date as may be stated in Bank’s notice to Customer.

   Electronic Wire Transfer Schedule of Fees

   SERVICE FEES

   Domestic Online Wire Fee: $15.00 per Wire

   Foreign Online Wire Fee (U.S. Dollars): $15.00 per Wire

   Fees associated with the Electronic Wire Transfer Service are subject to change at the Bank’s discretion at any and all times. The Bank will evaluate the fee(s) for these services minimally on an annual basis. Notice of such change will be provided in accordance with the CHANGE IN TERMS section of your Business Online Banking User Terms & Conditions.

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Revised July 24, 2026

By using the ACH Service, you accept all of the Terms & Conditions outlined below. Please read all parts carefully.

RECITALS

Customer wishes to initiate Credit and/or Debit Entries by means of the Automated Clearing House Network pursuant to the terms of these Terms & Conditions and the rules of the National Automated Clearing House Association (NACHA), the Electronic Payments Network (EPN) and the Federal Reserve Bank, and Bank is willing to act as an Originating Depository Financial Institution (ODFI) with respect to such Entries.

These Terms & Conditions along with the rules of the National Automated Clearing House Association (NACHA), the Electronic Payments Network (EPN), and the Federal Reserve Bank (collectively, hereafter referred to as the “Rules”) describe the terms and conditions by which Bank provides Customer automated clearing house transfer services.

Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules. The term “Entries” shall have the meaning provided in the Rules and shall also mean the data received from Customer hereunder from which Bank prepares Entries.

AGREEMENT

In consideration of the mutual promises set forth below, the parties agree as follows:

1. Transmittal of Entries by Customer

   Customer shall transmit PPD (Prearranged Payments & Deposits), CCD (Cash Concentration or Disbursement), or other mutually agreeable credit or debit Entries to Bank at 250 Glen Street, Glens Falls, New York, and in compliance with the formatting and other requirements set by Bank. However, under no circumstances will IAT (International ACH Transaction) Entries be transmitted or accepted. The total dollar amount of Entries transmitted by Customer to Bank shall not exceed established Total Exposure, Template and Transaction limits amounts specified by Bank. Any ACH Templates that have not been settled are counted towards the Total Exposure Limit. Transmission of entries bearing SEC Codes other than PPD, CCD, or other mutually agreeable types will result in the Customer’s entire file being rejected and not being processed. The Customer will be responsible for reinitiating any valid entries.

2. Security Procedure

   1. Customer and Bank shall comply with the security procedure requirements described herein with respect to Entries transmitted by Customer to Bank. Customer acknowledges that the purpose of such security procedure is for verification of authenticity and not to detect an error in the transmission or content of an Entry. Customer is responsible for errors in transmission or content of any entry and is responsible for maintenance of security procedures set forth in these Terms & Conditions.

   2. Customer is strictly responsible to establish and maintain procedures to safeguard against unauthorized or incorrect transmissions. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper Customer supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any logons, passwords, codes, security devices and related instructions provided by Bank in connection with these security procedures for the access rights granted and other bank-provided programs allowing access to automated clearing house services. If Customer believes or suspects that any such information or instructions have been discovered or accessed by unauthorized persons, Customer agrees to notify Bank immediately followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by Bank prior to receipt of such notification and within a reasonable time period for Bank to act to prevent unauthorized transfer.

   3. Bank grants access to the Business Online Banking Service, as defined in any pertinent Business Online Banking Agreement or Terms & Conditions, which is incorporated herein by reference, to perform authorized transactions. Customer agrees to establish security standards and policies that include proper safeguards to protect the confidentiality of all Login IDs, Passwords and other authentication identifiers that are assigned to or chosen by Customer for initiating transactions using this system. Any transaction initiated or authorized using a valid combination of Login ID, Password and other authentication means established by Bank, will be considered authentic, valid and binding by Customer and Bank. Upon request, Bank agrees to provide reasonable assistance to establish Login IDs and Passwords, training, and support to Customer for properly using the services. With regard to Internet Entries, Customer warrants and agrees:

      1. That each Internet Entry has been originated in a manner which employs a commercially reasonable fraudulent transaction detection system.

      2. That Customer has (I) established to its own satisfaction in a commercially reasonable manner the identity of the person originating an Entry; (II) established a procedure to monitor Entries relative to its limits across multiple settlement dates; and (III) has verified that all routing numbers are valid and accurately entered.

      3. That Customer will employ a secure Internet environment using commercially reasonable industry standard security technology.

      4. That Customer will conduct an annual audit to ensure that all information it receives and sends is protected by security practices and procedures that include, at a minimum, adequate levels of (1) physical security to protect against theft, tampering, damage, unauthorized use and access; (2) personnel and control to ensure security as provided herein; and (3) network and communication security to ensure security as provided herein. The audit will be made available to Bank upon its request.

   4. If Customer suspects or believes that any such information has been compromised, or that unauthorized files have been transmitted via the service, it shall immediately call Bank’s Electronic Banking Customer Service Center at 800-246-2415. Electronic Banking Hours are Mondays through Fridays 8:00 a.m. to 6:00 p.m. and Saturdays 9:00 a.m. to 1:00 p.m.

   5. Bank shall not be liable for any damages whatsoever arising from or caused by Customer’s failure to comply with these provisions. Furthermore, Bank will not be liable for any damages arising from or caused by any third parties, other than those damages directly arising from the gross negligence or willful misconduct of its employees after Bank had obtained actual knowledge that an Entry, payment or transfer was being placed in effect by a person without authority. Customer shall be solely liable for any losses arising from, through or as a result of its establishment or use of its security standards, policies and/or safeguards. Any unauthorized payment or transfer shall be presumed to have been caused by Customer’s lack of care in the establishment or use of such security standards, policies and/or safeguards.

3. Compliance with Security Procedures

   1. If an Entry (or a request for cancellation or amendment of an Entry) received by Bank purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry even though the Entry (or request) was not authorized by Customer, provided Bank acted on the entry in good faith and acted in compliance with the security procedure referred to herein with respect to such Entry. If signature comparison is to be used as part of a facsimile transmission received as a secondary means of transmission, as in the case of an emergency, Bank shall be deemed to have complied with that part of such procedure if it compares the signature accompanying a file of Entries (or request for cancellation or amendment of an Entry) received with the signature of an authorized signer on Account (an “Authorized Signer”), as set forth on the Depository Resolution maintained at Bank for the Primary Account identified by Customer, and, on the basis of such comparison, reasonably believes the signature accompanying such file to be that of such Authorized Signer.

   2. Nevertheless, if an Entry (or request for cancellation or amendment of an Entry) received by Bank was transmitted or authorized by Customer, Customer shall pay Bank the amount of the Entry, whether or not Bank complied with the security procedure referred to herein with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedure.

4. Recording and Use of Communications

   Customer and Bank agree that all telephone conversations, emails or data transmissions between them or their agents made in connection with this these Terms & Conditions may be electronically recorded and retained by either party by use of any reasonable means.

5. Transaction Settlement/Delivery Timeframes

   All ACH credit Entries should be delivered at least two (2) business days prior to the Effective Date of the transactions (Delivery Date or Send on Date). All ACH debit Entries should be delivered at least one (1) business day prior to the Effective Date of the transactions. If the Entries are not delivered within the required timeframe, Bank does not guarantee the transactions will be accepted by ACH processors, or be received/posted on the Effective Date by the recipient’s financial institution. Nonetheless, Bank may accept these Entries and they will be forwarded to the ACH processor no later than Bank’s next regularly scheduled delivery time.

   For purposes of these Terms & Conditions, a business day is defined as a calendar day other than Saturday, Sunday or a Federal holiday. The end-of-day cutoff time is 4:00 p.m. EST or EDT (as the case may be). The end-of-day cutoff time for same-day is 1:00pm EST.

   All ACH credit originations represent financial obligations for Customer and Bank. Bank may reject any Entry if Customer has failed to comply with its account balance obligations under Section 12. The immediately available balance showing in the Business Online Banking Service associated with the account designated as the settlement account for the Entries must be sufficient to cover the total originations on the Delivery Date (Send on Date). If the settlement account does not have sufficient immediately available funds at that time, Bank may, without any liability, deny, reject or process the Entries. If the Entries are processed, Customer shall pay Bank for the Entries.

   Bank shall debit or credit the Account(s) of Customer as identified (I) within the transmitted Template for payment of the Customer’s credit originations on the day of the Effective Date; (II) within Online Cash Management by the Customer; or (III) on a facsimile transmission. The Customer is responsible for settling immediately with Bank any overdrafts caused by an ACH Template originated by Customer. Bank reserves the right to debit other accounts owned by Customer to cover an overdraft caused by settlement of an ACH Template originated by Customer.

6. Processing, Transmittal and Settlement by Bank

   1. Except as provided in Section 7, On-Us Entries, and Section 8, Rejection of Entries, Bank shall (I) process Entries received from Customer to conform with the file specifications set forth in these Rules; (II) transmit such Entries as an Originating Depository Financial Institution(ODFI) to Bank’s automated clearing house; and (III) settle for such Entries as provided in the Rules.

   2. Bank shall transmit or complete the necessary Template authorization of such ACH Entries by the Delivery Date (Send on Date) deadline of the ACH set forth herein prior to the Effective Date shown in such Entries, provided (I) such Entries are received by Bank’s cut-off time set forth herein on a business day; (II) the Effective Date is at least two (2) business days after such business day; and (III) the ACH is open for business on such business day. Entries shall be deemed received by Bank when the transmission (and compliance with any related security procedure provided for herein) is completed.

   3. If any requirements of Section 6(b) are not met, Bank shall use reasonable efforts to transmit such Entries to the ACH by the next deposit deadline of the ACH following that specified in the security procedures described herein, which is a business day and a day on which the ACH is open for business.

7. On-Us Entries

   Except as provided in Section 8, Rejection of Entries, in the case of an Entry received for credit to an account maintained with Bank (an “On-Us Entry”), Bank shall credit the Receiver’s account in the amount of such Entry on the Effective Date contained in such Entry, provided the requirements set forth in clauses (I) and (II) of Section 6(b) are met. If either of those requirements is not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next business day following such Effective Date.

8. Rejection of Entries

   Bank may reject any Entry which does not comply with the requirements of Section 1, Transmittal of Entries By Customer, or Section 2, Security Procedure, or which contains an Effective Date more than two (2) business days after the business day such Entry is received by Bank. Bank may reject an On-Us Entry, for any reason for which an Entry may be returned under the Rules. Bank may reject any Entry if Customer has failed to comply with its account balance obligations under Section 12, The Account. Bank may reject any Entry of Customer which does not adhere to security procedures as described herein. Bank shall notify Customer by phone, electronic transmission, including email, or in writing of such rejection no later than the Delivery Date (Send on Date) or, in the case of an On-Us entry, its Effective Date. Notices of rejection shall be effective when given. Bank shall have no liability to Customer by reason of the rejection of any such Entry or the fact that such notice is not given at an earlier time than that provided for herein.

9. Cancellation or Amendment by Customer

   Bank shall have no obligation to cancel or amend any Entry after its receipt by Bank. However, Bank shall use reasonable efforts to act on a request by Customer for cancellation of an Entry prior to transmitting it to the ACH or, in the case of an On-Us Entry, prior to crediting a Receiver’s account, provided such request complies with the security procedure set forth in Section 2.

10. Notice of Returned Entries

    Bank shall notify Customer by email of the receipt of a returned entry from the ACH no later than two (2) business days after the business day of such receipt by Bank. Except for an Entry retransmitted by Customer in accordance with the requirements of Section 1, Transmittal of Entries By Customer, Bank shall have no obligation to retransmit a returned Entry to the ACH if Bank complied with the terms of these Terms & Conditions with respect to the original Entry. Debits returned using Reason Return Codes R01 (Insufficient Funds) or R09 (Uncollected Funds) of Appendix Four of the NACHA Rules may be reoriginated one additional time after the original transaction has been returned.

11. Payment by Customer for Entries

    Customer shall pay Bank the amount of each Entry transmitted by Bank pursuant to these Terms & Conditions as specified in the Fee Schedule.

12. The Account

    Bank may without prior notice or demand obtain payment of any amount due and payable to it under these Terms & Conditions by debiting the account(s) of Customer identified by Customer (the “Account”), and shall credit or debit the Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received payment or credit from Customer. Such credit or debit shall be made as of the day of such receipt by Bank.

    Customer shall maintain immediate available funds in the Account sufficient to cover its payment obligations under these Terms & Conditions by the Delivery Date (Send on Date), which is two (2) business days prior to the Effective Date of a credit entry. In the event there are not sufficient immediate available funds in the Account maintained with Bank to cover Customer’s obligations under these Terms & Conditions, Customer agrees that Bank may debit any account maintained by Customer with Bank or any affiliate of Bank or that Bank may set off against any amount it owes to Customer, in order to obtain payment of Customer’s obligations under these Terms & Conditions.

13. Account Reconciliation

    Entries transmitted by Bank or credited to a Receiver’s (as defined in Rules) account maintained with Bank will be reflected on Customer’s periodic statement issued by Bank with respect to the Account pursuant to the agreement between Bank and Customer. As set forth herein, Customer agrees to notify Bank promptly of any discrepancy between Customer’s records and the information shown on any periodic statement. If Customer fails to notify Bank of any discrepancy within fifteen (15) days of receipt of a periodic statement containing such information, Customer agrees that Bank shall not be liable for any losses resulting from Customer’s failure to give such notice or any loss of interest or any interest equivalent with respect to any Entry shown on such periodic statement. If Customer fails to notify Bank of any such discrepancy within fifteen (15) days of receipt of such periodic statement, Customer shall be precluded from asserting such discrepancy against Bank.

14. Customer Representations and Agreements; Indemnity

    With respect to each and every Entry initiated by or in the name of Customer, Customer represents and warrants to Bank and agrees that (I) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Date shown on such Entry; (II) such authorization is operative at the time of transmittal or crediting/debiting by Bank as provided herein; (III) Entries transmitted to Bank by Customer are limited to those types of Credit or Debit Entries set forth in Section 1, Transmittal of Entries By Customer; (IV) Customer shall perform its obligations under these Terms & Conditions in accordance with all applicable laws and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Bank Secrecy Act (BSA), the sanctions laws administered by OFAC; and (V) Customer shall be bound by and comply with the Rules as in effect from time to time, including without limitation, the provision making payment of an Entry of the Receiving Depository Financial Institution(RDFI) to the receiver provisional until receipt by the Receiving Depository Financial Institution(RDFI) of final settlement for such Entry. Customer specifically acknowledges that it has received notice of the Rule regarding provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution(RDFI) shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. Customer shall indemnify, defend and hold Bank harmless against any and all Losses and Litigation Expense arising out of or relating to any breach by Customer (including its agents, servants, employees or subcontractors) of any of the foregoing representations or agreements. For purposes of this section “Loss” means any Liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees and penalties or other charge, other than a Litigation Expense. For purposes of this Section, “Litigation Expense” means any court filing fee, court cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification under this Section, including without limitation, in each case, attorneys’ fees, other professionals’ fees and disbursements.

15. Bank Responsibilities; Liability; Limitations on Liability; Indemnity

    1. In the performance of the services required by these Terms & Conditions, Bank shall be entitled to rely solely on the information, representations, and warranties provided by or in the name of Customer pursuant to these Terms & Conditions, and shall not be responsible for the accuracy, validity or completeness thereof. Bank shall be responsible only for performing the services expressly provided for in these Terms & Conditions, and shall be liable only for its gross negligence or willful misconduct in performing those services. Bank shall not be responsible for Customer’s acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any Entry received from or in the name of Customer) or those of any other person, including without limitation, any Federal Reserve Financial Institution, Automated Clearing House or transmission or communications facility, any Receiver or Receiving Depository Financial Institution(RDFI) (including, without limitation, the return of an Entry by such Receiver or Receiving Depository Financial Institution(RDFI)), and no such person shall be deemed Bank’s agent. Customer shall indemnify, defend and hold Bank harmless against any and all Losses and Litigation Expense arising out of or relating to any claim or assertion of any person or entity to the effect that Bank is responsible for any act or omission of Customer (including its agents, servants, employees or subcontractors) or any other person described in this Section 15(a). For purposes of this section “Loss” means any Liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees and penalties or other charge, other than a Litigation Expense. For purposes of this Section, “Litigation Expense” means any court filing fee, court cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification under this Section, including without limitation, in each case, attorneys’ fees, other professionals’ fees and disbursements.

    2. Any Bank liability, which can only arise from the gross negligence or willful misconduct of the Bank, shall be limited to Customer’s actual damages; in no event shall Bank be liable for any consequential, special, incidental, punitive or indirect loss or damage which Customer may incur or suffer in connection with, arising out of or related to a breach of these Terms & Conditions by Bank (including its agents, servants, employees or subcontractors), whether or not the likelihood of such damages was known or contemplated by Bank and regardless of the legal or equitable theory of liability which Customer may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from Bank’s acts or omissions pursuant to these Terms & Conditions.

    3. Without limiting the generality of the foregoing provisions, Bank shall be excused from failing to act or a delay in acting if such failure or delay is caused by legal constraint, interruption of mechanical, transmission or communication facilities, equipment failure, war, acts of terrorism, emergency conditions, criminal acts of third parties or other circumstances beyond Bank’s control.In addition, Bank shall be excused from failing to transmit or a delay in transmitting an Entry if such transmittal would result in Bank’s having exceeded any limitation upon its intra-day net funds position established pursuant to presentor future Federal Reserve guidelines or in Bank’s reasonable judgment otherwise in violation any provision of any present or future risk control program of the Federal Reserve or any rule or regulation or any other U.S. governmental regulatory authority.

    4. Subject to the foregoing limitations, Bank’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Financial Institution of New York for the period involved. At Bank’s option, payment of such interest may be made by crediting the Account resulting from or arising out of any claim of any person that Bank is responsible for any act or omission of Customer or any other person described in Section 15(a).

16. Inconsistency of Name and Account Number

    Customer acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by Bank to the Receiving Depository Financial Institution(RDFI) may be made by the Receiving Depository Financial Institution(RDFI) (or by Bank in the case of an On-Us Entry) on the basis of the account number supplied by Customer, even if it identifies a person different from the named Receiver, and that Customer’s obligation to pay the amount of the Entry to Bank is not excused in such circumstances.

17. Notification of Change

    Bank shall notify Customer of any Notifications of Change (N.O.C.) received by Bank relating to Entries originated by Customer; this notification will be in the form of e-mail, or other agreed upon method, and will be sent no later than two (2) business days after receipt of a N.O.C. In addition, Customer must make any corrections indicated by the N.O.C. within six (6) banking days of notification by Bank or prior to the initiation of the next entry, whichever is later.

18. Reversal of Entries

    Customer may initiate a reversing entry to correct an erroneous credit or debit entry, as described in the NACHA Rules that had been previously initiated into a receiver’s account. The reversing entry must be transmitted to the Receiving ACH Operator in such time as to be transmitted or made available to the RDFI by midnight of the fifth business day following the Settlement Date of the erroneous entry. The originator must notify the Receiver of the reversing entry and the reason for the reversing entry no later than the Settlement Date of the reversing entry. In this event that it is necessary for the Originator to reverse an entry made in error, it is the sole responsibility of the Originator to initiate that entry through Online Cash Management either by creating a reversal Template or by sending an ACH created with third party software.

19. Payment for Services

    Customer shall pay Bank the charges for the services provided in connection with these Terms & Conditions, as set forth in the Schedule of Fees. These charges will be auto-debited from the Account monthly from the designated fee account. All fees and services are subject to change upon twenty-one (21) calendar days prior written notice from Bank to Customer. Such charges do not include and Customer shall be responsible for payment of any sales, use, excise, value added, utility or other similar taxes relating to such services, and any fees or charges provided for in the agreement between Bank and Customer.

20. Amendments

    From time to time Bank may amend any of the terms and conditions contained in these Terms & Conditions, including, without limitation, any cutoff time, any business day, or other. Such amendments shall become effective upon notice when required to Customer or such later date as may be stated in Bank’s notice to Customer.

21. Notices, Instructions, Etc.

    1. Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any other person, or to provide any notice or advice to Customer or any other person with respect to any matter.

    2. Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an authorized signer, and any such communication shall be deemed to have been signed by such person.

    3. Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under these Terms & Conditions shall be delivered, or sent by United States mail, email, and, if to Bank, addressed to:

       Arrow Bank National Association
       Attn: Electronic Banking
       250 Glen Street
       Glens Falls, New York 12801

       Unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise expressly provided herein, any such notice shall be deemed given when received.

22. Data Retention

    Customer shall retain data on file adequate to permit remaking of Entries for ten (10) days following the date of their transmittal to Bank as provided herein, and shall provide such Data to Bank upon its request.

23. Electronic Data

    All forms of electronic data used by Bank for transactions contemplated by these Terms & Conditions shall be and remain Bank’s property. Bank may, at its sole discretion, make available such information upon Customer’s request. Any expenses incurred by Bank in making such information available to Customer shall be paid by Customer.

24. Evidence of Authorization

    Customer shall obtain all consents and authorizations required under the Rules and shall retain such consents and authorizations for two years after they expire or any longer period as may be required in Rules.

25. Cooperation in Loss Recovery Efforts

    In the event of any damages for which Bank or Customer may be liable to each other or to a third party pursuant to the services provided under these Terms & Conditions, Bank and Customer will undertake reasonable effort to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to refund or elects to pursue against a third party.

26. ACH File Upload

    For customers who choose to send a file created using third-party software the NACHA file requirements must be met. A sample file format can be provided upon request: A balanced file of credits and debits must equal. In addition, the bank is not able to provide any technical support for third-party software. Customer must contact its vendor regarding technical issues. Prior to sending files using third-party software, the Customer must provide the bank with a test file in order to ensure that all formatting requirements have been met. Customers who switch third-party software products must also provide a sample file for testing prior to initiating live entries. Test files must be provided in a timely fashion prior to the planned “go live” date. Additionally, please contact the bank prior to sending any test files and allow adequate time for testing.

27. NACHA Rules

    Customer agrees to adhere to the most recent NACHA Rules as published by National Automated Clearing House Associating (NACHA). This includes any rules not specifically stated in these Terms & Conditions. Customer is solely responsible for obtaining a copy of the NACHA Rules, which can be purchased online at www.nacha.org or from a number of other sources.

28. Unlawful Internet Gambling Enforcement Act

    In accordance with the Unlawful Internet Gambling Enforcement Act it is the policy of Arrow Financial Corporation and its subsidiaries to not allow customers to originate ACH transactions for the purpose for unlawful internet gambling. Customer attests that their business does not involve Internet Gambling, nor will it process ACH transactions on behalf of another business involved with Internet Gambling.

29. Termination

    Customer may terminate these Terms & Conditions at any time with or without cause. Such termination shall be effective within five (5) business days following the day of Bank’s receipt of written notice of such termination or such later date as is specified in that notice. Bank reserves the right to terminate these Terms & Conditions, with or without cause, immediately by providing written notice of such termination to Customer. Any termination of these Terms & Conditions shall not affect any of Bank’s rights and Customer’s obligations with respect to Entries initiated by Customer prior to such termination, or the payment obligations of Customer with respect to services performed by Bank prior to termination, or any other obligations that survive termination of these Terms & Conditions. The Account shall not be closed until at least sixty (60) days after the termination date to permit clearing of items and amounts due. At Bank’s discretion, a reserve fund may be withheld from Customer’s account to provide for any uncollected entries.

30. Entire Agreement

    These Terms & Conditions, the NACHA Rules, together with the Business Online Banking User Agreement or Terms & Conditions, is the complete and exclusive statement of the agreement between Bank and Customer with respect to the subject matter hereof and supersedes any prior agreement(s) between Bank and Customer with respect to such subject matter. In the event of any inconsistency between the terms of these Terms & Conditions and the Business Online Banking User Agreement or Terms & Conditions, the terms of these Terms & Conditions shall govern. In the event performance of the services provided herein in accordance with the terms of these Terms & Conditions would result in a violation of any present or future statute, regulation or government policy to which Bank is subject, and which governs or affects the transactions contemplated by these Terms & Conditions, then these Terms & Conditions shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Bank shall incur no liability to Customer as a result of such violation or amendment. No course of dealing between Bank and Customer will constitute a modification of these Terms & Conditions, the Rules, or the security procedures or constitute an agreement between Bank and Customer regardless of whatever practices and procedures Bank and Customer may use.

31. Non-Assignment

    Customer may not assign these Terms & Conditions or any of the rights or duties hereunder to any person, whether resulting from transfer, merger, consolidation, sale or other business arrangement, without Bank’s prior written consent.

32. Waiver

    Bank may waive enforcement of any provision of these Terms & Conditions. Any such waiver shall not affect. Bank’s rights with respect to any other transaction or modify the terms of these Terms & Conditions.

33. Binding Agreement; Benefit

    These Terms & Conditions shall be binding upon the parties hereto and their respective legal representatives. These Terms & Conditions is not for the benefit of any other person or entity, and no other person or entity shall have any right against Bank or Customer hereunder.

34. Severability

    In the event that any provision of these Terms & Conditions shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of these Terms & Conditions shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law

35. Governing Law

    These Terms & Conditions shall be governed by the laws of New York State and by applicable federal law. The Customer submits to the jurisdiction of the state courts located in Warren County of the State of New York and the United States District Court for the Northern District of New York, without prejudice to the Bank's right to bring an action in any other forum. The Customer waives personal service of process and consents to service of process by certified or registered mail, return receipt requested, directed to the Customer at its address set forth in the records of the Bank. The Customer waives trial by jury in any proceeding brought by either party involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, these Terms & Conditions, and the Customer also waives any objection based on forum non-conveniens, improper venue or personal jurisdiction, for any proceeding brought in any federal or state court located in the State of New York.

36. Limitation of Claims

    No suit, action, or claim, regardless of form, arising out of or related to these Terms & Conditions shall be brought by Customer more than one year after any such cause of action or claim shall have occurred.

ACH FEE SCHEDULE

SERVICE FEES

ACH Service Fee: $20.00 per month, $0.10 per item, $0.25 per Same Day item

ACH NOC Fee: $3.00 per item

ACH Return Fee: $3.00 per item

Fees associated with these ACH Terms & Conditions are subject to change at the Bank’s discretion at any and all times. The Bank will evaluate the fee(s) for these services minimally on an annual basis. Notice of such change will be provided in accordance with Section PAYMENT FOR SERVICES of these Terms & Conditions.

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Revised July 24, 2026

By using ACH Positive Pay Services, you accept all of the Terms & Conditions outlined below. Please read all parts carefully.

Description of Service

ACH Positive Pay (service) is a service that permits Customer to protect Customer’s designated account(s) for ACH Debit Entries. For the security of Customer’s account(s) Customer may wish to block all ACH Debit Entries or set rules to allow only those ACH Debit Entries from approved Originators. Customer may use ACH Positive Pay Service to authorize or reject incoming ACH debits against Customer Account(s) via Business Online Banking Service.

terms of Service

1. Before using the service, Customer must be using the Bank's Business Online Banking. Persons authorized by Customer to perform certain duties in connection with the Bank’s Business Online Banking service shall be deemed authorized persons for the service. Bank may rely on instructions from any person identifying himself or herself as a person so authorized by Customer.

2. This service permits Customer to preauthorize ACH Entries by designated Originators and to view and decision (pay or return) non-preauthorized ACH Entries each Banking Business Day. Customer will have an option within the Bank’s Business Online Banking to work exceptions as they arise. It is Customers responsibility to work the ACH Positive Pay exceptions daily between the hours of 8:00am (ET) and 11:00 am (ET).) Customer acknowledges that it must fulfill its responsibilities in connection with this service on each Banking Business Day whether or not Customer is open for business.

3. ACH Entries that Customer chooses to pay will flow through the normal ACH processing system and post to Customer’s deposit account(s). ACH Entries that Customer chooses to return will not post to Customer’s deposit account(s) and will be returned to the Originator. Any ACH Entry for which Customer does not make a decision to pay or return by 11:00 am (ET) will be returned automatically as unauthorized.

4. Customer accepts the responsibility to identify and define the rules for all pre-authorized ACH Transactions through the ACH Positive Pay Service which is accessed through the Bank’s Business Online Banking.

   If a debit is processed or returned through the ACH system, due to incorrect information given to the Bank by Customer concerning such ACH, then the Bank is not responsible for the processing of any such ACH as long as it has otherwise exercised reasonable care in complying with applicable law and the Bank's own procedures. Any unauthorized payment or wrongly made decision entered through Customers Business Online Banking shall be presumed to have been caused by the Customer’s lack of care in decisioning ACH transaction.

5. The Terms & Conditions does not apply to transactions between the Bank and Customer; the Bank may process ACH transactions which Customer has authorized the Bank to originate, such as loan payments, bill payment when using Bill Pay services through Business Online Banking, the fee for check printing when purchased through Bank, whether or not specified in these Terms & Conditions . If Customer is an ACH Originator with the Bank, directly or through a Third-Party Processor or Sender, all debits and credits originated by Customer or on Customer’s behalf are not covered by these Terms & Conditions and will post to Customer’s account. The Bank may also process any ACH transactions which it is required to process under NACHA rules, operating circulars, or any other applicable rule, guideline, or regulation.

6. ACH Debit Entries received prior to the setup of the ACH Positive Pay Service may be posted to Customer’s deposit account(s) in accordance with the NACHA Rules.

7. Customer’s Primary Administrator has the authority to grant additional users access to the ACH Positive Pay Service in Business Online Banking.

liability

The Customer hereby indemnifies and holds the Bank harmless from and against all liabilities and expenses, including attorneys' fees incurred by the Bank as a result of following an ACH Positive Pay order made by the Customer and any termination or modification of that order by the Customer.

The Bank's responsibility hereunder is limited to the exercise of ordinary care in the performance of the services. Customer assumes full responsibility for decisions to pay or return, and in granting individuals access to Customer’s Business Online Banking, and Bank is entitled to rely on and act upon the Customer’s decisions, made through Customer’s Business Online Banking, unless Bank at the time Bank acts, Bank has obtained actual knowledge that an ACH was placed by a person without authority. The Customer hereby agrees that, except to the extent resulting directly from the Bank's gross negligence or willful misconduct, the Bank will not be liable for any loss or damages whatsoever including, without limitation, damage suffered by the Customer or any other person or entity in connection with (i) the performance of these Terms & Conditions or the services, (ii) the Customer’s erroneous or negligent payment or return of an ACH, (iii) the Customer’s breach of its representations, warranties, or obligations under these Terms & Conditions, (iv) Customer’s establishment or use of its security standards, policies and/or safeguards, (v) the actions or omissions of third-parties, (vi) or the Bank's or its agent's inability to render the services due to natural or man-made disaster, power or equipment failure, severe weather condition, war, terrorists acts, emergency conditions, legal or government constraints or its use of any correspondent or agent, or any other cause beyond the Bank's reasonable control. In no event shall the Bank be liable for consequential damages. This section shall survive the termination of these Terms & Conditions.

termination of service

1. Termination by the Bank

   The Bank reserves the right to terminate these Terms & Conditions at any time. Termination is immediate by providing written notice of such termination to Customer via email and / or first-class mail, both of which shall be effective upon mailing. Reasons for termination may include but are not limited to: willful misconduct by the Customer or its agents, a breach of security, or unauthorized activity involving the account. The Bank is not required to have a reason for termination or provide any reason to the Customer.

2. Termination by the Customer

   The Customer may terminate these Terms & Conditions at any time. Such termination shall be effective within five (5) business days following the day of Bank’s receipt of written notice of such termination or such later date as is specified in that notice.

Amendments

From time to time Bank may amend any of the terms and conditions contained in these Terms & Conditions, including without limitation, any cut-off time, any business day, or other. Such amendments shall become effective upon notice when required to Customer or such later date as may be stated in Bank’s notice to Customer, which shall be provided via email or first-class mail.

Service Fees

The Customer shall pay the Bank the charges for the services provided in connection with these Terms & Conditions as detailed in ACH Positive Pay Fee Schedule. All fees and services are subject to change.

ACH POSITIVE PAY FEE SCHEDULE

SERVICE FEES

ACH Positive Pay Service Fee: $15.00 per account per month

Fees associated with this ACH Positive Pay Service are subject to change at the Bank’s discretion at any and all times. The Bank will evaluate the fee(s) for these services minimally on an annual basis. Notice of such change will be provided prior to the effective date of change.

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Revised July 24, 2026

By using Positive Pay Services, you accept all of the Terms & Conditions outlined below. Please read all parts carefully.

DESCRIPTION OF SERVICE

Positive Pay is a fee-based service provided to Customers who will import an electronic issue file that details the checks issued on their account(s) (“Issue File”). Bank performs a comparison of checks presented for payment against the checks in the Issue File. Presented checks that do not match the Issue File will be identified as “Exceptions” and will be made available to Customer through Business Online Banking. For each identified Exception Customer will be responsible for providing a payment decision through Business Online Banking by the cutoff time established by these Terms & Conditions.

TERMS OF SERVICE

1.0 Issue File

The Customer will import an electronic Issue File through Business Online Banking in a format determined by Bank.

1.1 Format

The Customer is solely responsible for the creation of the Issue File, including the cost of any programming provided by third parties.

1.2 Timing

It’s recommended that the Issue File be imported through Business Online Banking by 6:00pm on the day prior to the date of issue. Failure to timely import an Issue File may result in a check presented in person being dishonored as described below.

1.3 Method of Transmission

The Customer will import its Issue Files using Business Online Banking. A separate agreement is required for this service.

2.0 Positive Pay Exceptions

Bank will review checks presented for payment against the Issue Files imported by the Customer to identify Exceptions. Bank will notify the Customer of Exceptions through Business Online Banking. Bank will make Exceptions available to the Customer by the opening of business on the first business day following presentment of the check(s). Checks that are presented in person to a Bank Teller will be subject to verification against the Issue File at the time of presentment, and, if an Exception is identified, the check will not be honored and the presenter will be referred back to the Customer.

2.1 Exception Handling

The Customer will review the Exceptions through Business Online Banking. Payment decisions must be made and submitted no later than 11:00am the same day the Exceptions are made available to the Customer. IF THE CUSTOMER DOES NOT PROVIDE BANK WITH A PAYMENT DECISION WITHIN THE ESTABLISHED TIME FRAME, BANK WILL RETURN THE ITEM AS UNPAID.

2.2 Exception Reasons

A Presented Check which does not match the check number, check date, payee, and exact amount of an Item provided in an Issue File will be identified by Bank as an “Exception Item”. The Customer acknowledges that handwritten checks have an increased likelihood of being identified as Exceptions based on the limitations of the technology employed to scan checks and compare them against the Issue Files.

The Customer has total responsibility for matching check number, check date, payee, and amount on the check as provided by Customer in the Issue File.

2.3 Overdrawn Checks

Checks that are not Exceptions but overdraw the account may or may not be paid by Bank, as Bank determines pursuant to its other agreements with the Customer. The Customer will not be contacted regarding overdrawn checks.

2.4 Checks Presented to a Bank Teller

Checks that are presented in person to a teller at any Bank office for immediate payment will not be negotiated if they are considered to be Exceptions. Customer may be contacted if a check presented in person is identified as an Exception for a payment decision. If Customer is not contacted, the check(s) will not be negotiated. The presenter will be referred to the Customer for explanation and may be informed that a Positive Pay Exception was identified.

3.0 Non-Check Items

Customer agrees and understands that the services apply only to MICR encoded paper checks. The services and these Terms & Conditions shall not apply to any electronic funds transfer (EFT), Automated Clearing House (ACH) transaction, or check that has been converted to an ACH transaction.

4.0 Security

4.1 Purpose

Customer and Bank shall comply with the security procedure requirements described herein with respect to files and emails transmitted by the Customer to Bank. The Customer acknowledges that the purpose of such security procedures is for verification of authenticity and not to detect an error in the transmission or content of a file. The Customer is responsible for errors in transmission or content of any file or email and is responsible for maintenance of security procedures set forth in these Terms & Conditions.

4.2 Customer Responsibilities

The Customer is strictly responsible to establish and maintain procedures to safeguard against unauthorized or incorrect transmissions. Customer warrants that no individual will be allowed to initiate file transfer or send payment decisions in the absence of proper Customer supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any logons, passwords, codes, security devices and related instructions provided by Bank in connection with these security procedures for the access rights granted. Any unauthorized payment shall be presumed to have been caused by the Customer’s lack of care in the establishment or use of such security standards, policies and/or safeguards.

If Customer believes or suspects that any such information or instructions have been discovered or accessed by unauthorized persons, Customer agrees to notify Bank immediately followed by written confirmation.

The occurrence of such unauthorized access will not affect any files or decisions received in good faith by Bank prior to receipt of such notification. Bank will attempt to prevent unauthorized payment decisions or actions if changes are made thereafter.

4.3 Security Procedures – Business Online Banking

Bank grants access to Business Online Banking, as defined in any pertinent Business Online Banking User Agreement, to perform file transfers and payment decisions. The Customer agrees to establish security standards and policies that include proper safeguards to protect the confidentiality of all login IDs, passwords and other authentication identifiers that are assigned to or chosen by the Customer for initiating file transfer using this system. Any file received using a valid combination of a login ID and password will be considered authentic, valid and binding by the Customer and Bank. With regard to Internet use, the Customer warrants and agrees:

1. That each file has been imported in a manner which employs a commercially reasonable fraudulent transaction detection system.

2. That the Customer has established to its own satisfaction in a commercially reasonable manner the identity of the person importing a file.

3. That the Customer has established a secure Internet environment using commercially reasonable industry standard security technology providing a level of security that, at a minimum, is equivalent to 128-bit encryption technology.

4. That the Customer will conduct an annual audit to ensure that all information it receives and sends is protected by security practices and procedures that include, at a minimum, adequate levels of (1) physical security to protect against theft, tampering, damage, unauthorized use and access; (2) personnel and control to ensure security as provided herein; and (3) network and communication security to ensure security as provided herein. The audit will be made available to Bank upon its request.

4.4 Compromise of Information

If the Customer suspects or believes that any such information has been compromised, or that unauthorized files have been imported via the service, it shall immediately call the Electronic Banking Department at 800-246-2415. Hours: Monday through Friday 8:00am to 6:00pm and Saturday 9:00am to 1:00p.m.

5.0 Recording and Use of Communications

Customer and Bank agree that all telephone conversations, emails or data transmissions between them or their agents made in connection with these Terms & Conditions may be electronically recorded and retained by either party by use of any reasonable means.

6.0 Assignment of Authorized Accounts

Under these Terms & Conditions the Customer will provide a detailed list of accounts to be used for Positive Pay. These accounts will remain authorized until the Customer provides Bank a revised and fully executed list.

7.0 Liability Limitation; Indemnification

7.1 Indemnification

The Customer agrees at all times to keep safe, indemnify and hold Bank harmless: (i) from any claim, loss, action, damage, expense (including, but not limited to attorney's fees and court costs), litigation or liability resulting from any act or omission of the Customer or Bank in connection with these Terms & Conditions or the services or Bank's endorsement on the Customer's behalf of any item of payment or warranty thereof or any liability assumed by the Customer under these Terms & Conditions, except to the extent directly caused by Bank's gross negligence or willful misconduct; and (ii) against all actions, proceedings, claims, demands, losses, outlays, damages or expenses, including legal expenses and reasonable attorney's fees, which Bank may incur in defending, prosecuting, settling or discontinuing any proceedings, actions or claims in consequence of or arising directly or indirectly out of any act or omission of the Customer or Bank in connection with these Terms & Conditions, the services, or Bank's endorsement on the Customer's behalf, or warranty, of any item of payment or any liability assumed by the Customer under these Terms & Conditions, except to the extent directly caused by Bank's gross negligence or willful misconduct. This section shall survive termination of these Terms & Conditions.

7.2 Liability Limitation

Bank's responsibility hereunder is limited to the exercise of ordinary care in the performance of the services. The Customer assumes full responsibility for determining whether to approve or disapprove the Exceptions, and Bank is entitled to rely on and act upon the Customer’s decisions made in approving or disapproving an Exception unless Bank at the time Bank acts has obtained actual knowledge that an entry, payment or transfer was placed by a person without authority. Customer hereby agrees that, except to the extent resulting directly from Bank's gross negligence or willful misconduct, Bank will not be liable for any loss or damages whatsoever including, without limitation, damage suffered by the Customer or any other person or entity in connection with (i) the performance of these Terms & Conditions or the services, (ii) the Customer’s erroneous or negligent approval or disapproval of an Exception, (iii) the Customer’s breach of its representations, warranties, or obligations under these Terms & Conditions, (iv) the Customer’s establishment or use of its security standards, policies and/or safeguards, (v) the actions or omissions of third-parties, (vi) or Bank's or its agent's inability to render the services due to natural or man-made disaster, power or equipment failure, severe weather condition, war, terrorists acts, emergency conditions, legal or government constraints or its use of any correspondent or agent, or any other cause beyond Bank's reasonable control. In no event shall Bank be liable for consequential damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BANK BE LIABLE (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL OR (B) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO BANK BY CUSTOMER UNDER THESE TERMS & CONDITIONS DURING THE PRIOR 12-MONTH PERIOD, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

This section shall survive the termination of these Terms & Conditions.

8.0 Termination of Services

These Terms & Conditions shall remain effective until it is terminated as detailed below.

8.1 Termination by the Customer

Customer may terminate these Terms & Conditions at any time. Such termination shall be effective within five (5) business days following the day of Bank’s receipt of written notice of such termination or such later date as is specified in that notice.

8.2 Termination by Bank

Bank reserves the right to terminate these Terms & Conditions at any time. Termination is immediate by providing written notice of such termination to Customer via email and / or first-class mail, both of which shall be effective upon mailing. Reasons for termination may include but are not limited to: willful misconduct by the Customer or its agents, a breach of security, or unauthorized activity involving the account. Bank is not required to have a reason for termination or provide any reason to the Customer.

Termination of these Terms & Conditions does not nullify any obligations set forth prior to termination, including indemnification of Bank while acting on the Customer’s behalf.

9.0 Fees

The Customer shall pay the Bank the charges for the services provided in connection with these Terms & Conditions as detailed in the Fee Schedule. These charges will be auto-debited from the Account monthly from the designated fee account. All fees and services are subject to change upon twenty-one (21) calendar days prior written notice from Bank to the Customer. Such charges do not include, and Customer shall be responsible for payment of, any sales, use, excise, value added, utility or other similar taxes relating to such services, and any fees or charges provided for in these Terms & Conditions between Bank and Customer.

10.0 Amendments

From time to time Bank may amend any of the terms and conditions contained in these Terms & Conditions, including without limitation, any cut-off time, any business day, and any part of the Schedules attached hereto. Such amendments shall become effective upon notice when required to Customer or such later date as may be stated in Bank’s notice to Customer, which shall be provided via email or first-class mail.

11.0 Records

All forms of electronic media, entries, security procedures and related records used by Bank for transactions contemplated by these Terms & Conditions shall be and remain Bank’s property. Bank may, at its sole discretion, make available such information upon Customer’s request. Any expenses incurred by Bank in making such information available to Customer shall be paid by Customer.

12.0 Cooperation in Loss Recovery Efforts

In the event of any damages for which Bank or Customer may be liable to each other or to a third party pursuant to the services provided under these Terms & Conditions, Bank and Customer will undertake reasonable effort to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to refund or elects to pursue against a third party.

13.0 Entire Agreement

These Terms & Conditions (including the Schedule attached hereto), together with the Account Agreement and Online Banking Service Agreement, are the complete and exclusive statement of the agreement between Bank and Customer with respect to the subject matter hereof and supersede any prior agreement(s) between Bank and Customer with respect to such subject matter. In the event of any inconsistency between the terms of these Terms & Conditions and the Account Agreement, the terms of these Terms & Conditions shall govern. In the event performance of the services provided herein in accordance with the terms of these Terms & Conditions would result in a violation of any present or future statute, regulation or government policy to which Bank is subject, and which governs or affects the transactions contemplated by these Terms & Conditions, then these Terms & Conditions shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Bank shall incur no liability to Customer as a result of such violation or amendment. No course of dealing between Bank and Customer will constitute a modification of these Terms & Conditions, the rules, or the security procedures or constitute an agreement between Bank and Customer regardless of whatever practices and procedures Bank and Customer may use.

14.0 Non-Assignment

Customer may not assign these Terms & Conditions or any of the rights or duties hereunder to any person, whether resulting from transfer, merger, consolidation, sale or other business arrangement, without Bank’s prior written consent. If there is a change in ownership Customer must notify Bank immediately.

15.0 Waiver

Bank may waive enforcement of any provision of these Terms & Conditions. Any such waiver shall not affect Bank’s rights with respect to any other transaction or modify the terms of these Terms & Conditions.

16.0 Binding Agreement and Benefit

These Terms & Conditions shall be binding upon the parties hereto and their respective legal representatives. These Terms & Conditions is not for the benefit of any other person, and no other person shall have any right against Bank or Customer hereunder.

17.0 Headings

Headings are used for reference purposes only and shall not be deemed a part of these Terms & Conditions.

18.0 Severability

In the event that any provision of these Terms & Conditions shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of these Terms & Conditions shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

19.0 Governing Law

These Terms & Conditions shall be governed by the laws of New York State and by applicable federal law. The Customer submits to the jurisdiction of the state courts located in Warren County of the State of New York and the United States District Court for the Northern District of New York, without prejudice to Bank's right to bring an action in any other forum. The Customer waives personal service of process and consents to service of process by certified or registered mail, return receipt requested, directed to the Customer at its address set forth in the records of Bank. The Customer waives trial by jury in any proceeding brought by either party involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, these Terms & Conditions, and the Customer also waives any objection based on forum non-conveniences, improper venue or personal jurisdiction, for any proceeding brought in any federal or state court located in the State of New York.

20.0 Limitation of Claims

No suit, action, or claim, regardless of form, arising out of these Terms & Conditions shall be brought by Customer more than six months after any such cause of action or claim shall have occurred.

21.0 Relationship

Nothing herein shall be construed as constituting a partnership, joint venture or other agency relationship between the Customer and Bank. Bank shall be the Customer’s depository agent.

POSITIVE PAY FEE SCHEDULE

SERVICE FEES

Positive Pay Service Fee: $20.00 per account per month

*Positive Pay and Full Account Reconciliation Service Fee: $35.00 per account per month

*Separate Account Recon Addendum required

Fees associated with this Positive Pay Agreement are subject to change at Bank’s discretion at any and all times. Bank will evaluate the fee(s) for these services minimally on an annual basis. Notice of such change will be provided in accordance with Section 10.0 FEES of these Terms & Conditions.