• "We," "us," "our," "FCB" and "Bank " refer to Frederick County Bank, headquartered in Frederick, Maryland
• "You" or "your" refers to the owner of a Frederick County Bank business account.
• "Authorized representative(s)" refers to a person whom you authorize to transact business on your account by delivering to us a written document that shows the person has the authority to act with respect to your account. We may continue to recognize the authority of an authorized representative until we have received and had a reasonable time to act upon written notice from you that an authorized representative is no longer authorized to transact business on your account.
• "Account" refers to any FDIC insured business deposit or loan account maintained at Frederick County Bank not used for personal, family or household purposes.
• "Account Authorization" refers to your Application by an Authorized Signer for Business Online Bill Pay services.
• "Employee Information" allows an Authorized Signer to identify which accounts can be accessed by each Authorized Representative and to limit the types of authorized transactions.

1.2 Accepting the Agreement

You understand and agree that by using Bank's Business Online Bill Pay Services or by authorizing others to use them, you have agreed to the terms and conditions of this Agreement and that no signature by you is required on this Agreement. You agree to use Business Online Bill Pay solely as provided in this Agreement. When any transfer, payment or online service generates items to be charged to your Bank Account, you agree that we may debit your Account without requiring a signature by an authorized representative on the item and without prior notice to you.

We may, from time to time, introduce new Business Online Bill Pay services. When this happens, we will update the Website to include them. By using any Business Online Bill Pay service, you agree to be bound by the terms contained in this Agreement at that time.

1.3 Changes in Terms/Fees

We may change the Business Online Bill Pay services and the terms, including fees, set forth in this Agreement at any time. You will be notified of any such change as required by applicable law, either by mail or by an electronic message. You understand and agree that by using Business Online Bill Pay after a change becomes effective, you have accepted and agreed to that change.

1.4 Maintaining Your Accounts

You agree to properly maintain your Bank Accounts, to comply with the rules governing your Bank Accounts, and to pay any fees associated with the use or maintenance of your Bank Accounts. Any issue relating to a Bank Account or service with Bank that you access through Business Online Bill Pay shall be governed by the law(s) specified in the agreement for that Bank Account or service.

Your Bank deposit (checking, money market) accounts that you specify can be viewed and accessed in Business Online Bill Pay. Your Bank Accounts will continue to be governed by the Terms and Conditions of your Account Agreements and your loan agreements, except where it is noted in this Agreement. This Agreement will control if there is a conflict with your other agreements and this Agreement for Business Online Bill Pay Services. In addition, each Bank Account and Business Online Bill Pay service is subject to the following:
 

• Terms or instructions appearing on a screen when using Bank's Business Online Bill Pay Services;
• Bank's rules, procedures and policies applicable to your Accounts;
• Rules and regulations of any funds transfer system used in connection with Business Online Bill Pay; and
• Applicable state and federal laws and regulations.

1.5 Access to Business Online Bill Pay

You may access Business Online Bill Pay and your Bank Accounts to check the available balances on designated accounts and pay bills. To access Business Online Bill Pay Services you must have a User ID and a Password and the required hardware and software. You are solely responsible for having the required hardware and software and for securing an Internet service provider. Subject to the terms of this Agreement, Business Online Bill Pay will generally be able to access your Accounts via Bank's Internet site seven days a week, 24 hours a day. A bill payment requested through Business Online Bill Pay before 12:00 midnight Eastern Standard Time ("EST") on a business day will generally be posted to your Bank Account the same day. All bill payment requests submitted after 12:00 midnight EST on a business day or on a day that is not a business day, will be posted on the next business day. Every day is a business day except Saturdays, Sundays, and banking holidays.

At certain times, Business Online Bill Pay may not be available due to system maintenance or circumstances beyond our control.

1.6 Password and User ID

You will create Password(s) and User ID(s) that will give you and each of your authorized representatives access to Business Online Bill Pay. Online passwords are case sensitive and must be at least six (6) and up to 32 alpha and/or numeric characters in length. Going forward, passwords can be changed online at any time for Business Online Bill Pay. We recommend that passwords be changed regularly thereafter.

We are entitled to act on instructions received under your company's Password(s) and User ID(s). You are responsible for familiarizing all authorized signers with the terms of this Agreement and for keeping your Business Online Bill Pay Password(s) and User ID(s) confidential. You agree to Log Out of your account at the end of your use of Business Online Bill Pay. You agree to immediately notify Bank of any unauthorized use of your account, usernames and passwords.

1.7 Responsibilities and Restrictions on Use of Business Online Bill Pay

1.7.1 You agree to use the Business Online Bill Pay website and Business Online Bill Pay only with respect to your authorized accounts. You agree to not (i) permit any third parties to use or access the Business Online Bill Pay website or Business Online Bill Pay; (ii) use the Business Online Bill Pay website or Business Online Bill Pay for any other party's information management or benefit; or (iii) use the Business Online Bill Pay website or Business Online Bill Pay in the operation of a service bureau or redistribute or resell Business Online Bill Pay.

1.7.2 You agree to not take any screen shots of any portion of the Business Online Bill Pay website, or use any robot, spider, other automatic device or program or manual process to monitor, copy, or reproduce the Business Online Bill Pay website.

1.7.3 You agree to not interfere with the functionality of the Business Online Bill Pay website by (i) uploading, storing, e-mailing, posting, linking or otherwise transmitting, distributing, publishing or disseminating any material that contains software viruses, Trojan horses, worms, time bombs, or any other computer code, file or program designed to interrupt, destroy or limit the functionality of the Business Online Bill Pay website, Business Online Bill Pay, Bank computer software, hardware or telecommunications equipment, or any other harmful or disruptive program; (ii) disrupting the normal flow of the Business Online Bill Pay website or Business Online Bill Pay, causing a screen to scroll faster than it can be usable, or acting in a manner that limits other's use of the Business Online Bill Pay website, Software or Services; (iii) otherwise modifying the Business Online Bill Pay website or Services or interfering or attempting to interfere with the proper operation of the Business Online Bill Pay website or Services, including through the use of any device, software or routine; or (iv) using the Business Online Bill Pay website or Services to disrupt the servers or networks connected to the Web server with respect to the Business Online Bill Pay Website and Business Online Bill Pay.

1.7.4 You agree to not use the Business Online Bill Pay website or Business Online Bill Pay to forge headers or identifiers in an effort to disguise the origin of content transmitted through or to the Business Online Bill Pay website or Business Online Bill Pay, impersonate any person or entity, or misrepresent your affiliation with a person or entity.

1.7.5 You agree to not upload, store, post, e-mail or otherwise transmit, distribute, publish or disseminate (i) any information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous or racially or ethnically objectionable, or promotes such activity; or (ii)any unauthorized advertising, junk mail, "spam", chain letters or any other form of solicitation.

1.7.6 You agree to not use the Business Online Bill Pay website or Business Online Bill Pay to collect or share personal data about other Users.

1.7.7 You agree to not upload, store, post, link to, e-mail or otherwise transmit, distribute, publish or disseminate any website information, content or other information or material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or otherwise violates the legal rights (such as rights of privacy and publicity) of others, violates any contractual or fiduciary relationships or is otherwise objectionable.

1.7.8 You agree to not violate (intentionally or unintentionally) any applicable local, state, national or international law or regulation, including, but not limited to, laws regarding the transmission through Business Online Bill Pay and the Business Online Bill Pay website of technical data or software exported from the United States and/or the country(ies) in which you reside, and all local laws and regulations regarding online conduct and acceptable content.

1.7.9 You agree that only Bank shall have the right to alter, maintain, enhance or otherwise modify the Business Online Bill Pay website or Business Online Bill Pay. You agree not to disassemble, de-compile or reverse-engineer the Business Online Bill Pay website or Business Online Bill Pay.

1.7.10 You covenant, represent and warrant, to the best of your knowledge, that all of your electronic means used to access the Business Online Bill Pay website and Business Online Bill Pay do not, and will not during the term of this Agreement, contain any feature which would in any way impair the operation of (i) the Business Online Bill Pay website or Business Online Bill Pay; or (ii) the software or hardware of any other user using Business Online Bill Pay, in each instance including, without limitation, any form of virus, a Trojan horse, worm, or other software routine or hardware component which may disable, erase or otherwise harm software, hardware, or data.

1.8 Electronic Mail (E-mail)

You can communicate with us via e-mail. Please remember that we will not immediately receive an electronic message sent by you. If you need to contact us immediately, please call 301-620-1400. No action will be taken on any electronic message you send to us until we actually receive your message and have a reasonable opportunity to act on it. You cannot use e-mail to make an account balance inquiry, a stop payment or a funds transfer. You cannot use e-mail to cancel a transfer, or a loan payment. NEVER SEND US YOUR BUSINESS ONLINE BILL PAY USER ID, PASSWORD OR OTHER SENSITIVE BANK ACCOUNT INFORMATION (EXAMPLE: ACCOUNT NUMBER) VIA E-MAIL.

1.9 Account Statements

Your bill pay transactions will appear on Business Online Bill Pay screens and on your Account statement(s).

2. BUSINESS ONLINE BILL PAY SERVICE

2.1 Business Online Bill Pay Service

Business Online Bill Pay is an electronic banking service for business use. You may access Business Online Bill Pay using a personal computer through Frederick County Bank's web page on the Internet.

2.2 Designation of Primary Account

You understand that in order to use Business Online Bill Pay, you must have a checking account with FCB. The designated checking account will be treated as the "primary" checking account for Bill Pay Transactions accomplished through Business Online Bill Pay.

2.3 Business Day

Our business days with respect to Business Online Bill Pay, the days of the week that the Bank will process Business Online Bill Pay instructions, ("Business Days") are Monday through Friday, except bank holidays. Although Bill Payments are processed by us on Business Days only, you can initiate a Transaction through Business Online Bill Pay 24 hours a day, seven (7) days a week, except during maintenance periods; however, the Bill Payment instruction will be completed on the next Business Day as described in Bill Payment Procedures.

2.4 Service Available Through Business Online Bill Pay

The Business Online Bill Pay service allows you to:

• Access your designated account to pay most bills (Bill Payments);
• Obtain limited account balance information; and
• Obtain certain FCB product and service information.

Collectively, these are referred to as the "Business Online Bill Pay service".

2.5 General Information About Business Online Bill Pay

You may use Business Online Bill Pay virtually any time, day or night, seven (7) days a week. However, Business Online Bill Pay may be temporarily unavailable due to FCB record updating, or technical difficulties. In addition, access to Business Online Bill Pay is made available pursuant to a license agreement by and between Frederick County Bank, Frederick, MD and Online Resources & Communications Corporation, Chantilly, VA ("Online Resources"). Any interruption of service or access caused by Online Resources will also prevent your use of the service. To utilize the services, you will need to accept this Agreement, enter your User ID and Password, and otherwise satisfy the system's security procedures.

2.6 Bill Payment Procedures

Bill Payments may be processed in three different Transaction modes. They are as follows:

• "Today" --- If you designate a payment as a "Today" Transaction, the scheduled initiation date will be the next business day. However, sufficient funds must be available on the day and at the time you request the "Today" Transaction. "Today" Bill Payments may not be canceled for any reason once you have ended a Business Online Bill Pay session, as funds are immediately deducted from your designated account. "Today" is defined as before 12:00 midnight EST on the day you request a "Today" Transaction.
   
• "Future" --- If you designate a Bill Payment as a "Future" Transaction, you may request that the Transaction be made on a future date that you may designate up to three hundred sixty four (364) days in advance of the Scheduled Initiation Date. The processing date will be the effective date you entered, or the next business day should the effective date fall on a weekend or holiday. Sufficient funds must be available by 12:00 midnight EST of the night before the processing date, but will be deducted from your designated account on the Scheduled Initiation Date. "Future" Transactions may be canceled or changed until 12:00 midnight EST of the night before the Scheduled Initiation Date.
   
• "Recurring" --- If you designate a Bill Payment as a "Recurring" Transaction, you may request, and FCB will use, a Scheduled Initiation Date that reoccurs on a specified regular basis (i.e. weekly, bi-weekly, monthly, etc). You will designate a "start" and "end" date. Sufficient funds must be available by 12:00 midnight EST of the night before the Scheduled Initiation Date, but will be deducted from your designated account on the Scheduled Initiation Date. "Recurring" Transactions may be canceled or changed until 12:00 midnight EST of the night before the Scheduled Initiation Date. If you elect to include invoice information with a Bill Payment, such a Bill Payment cannot be designated as "Recurring."

2.7 Account Designation and Payees

Bill Payments you make through Business Online Bill Pay will be deducted from your designated funding account. You may use Business Online Bill Pay service to make Bill Payments to a maximum of up to two hundred fifty (250) payees. Any payee you wish to pay through Business Online Bill Pay must be payable in U.S. Dollars and located in the United States. Each payee must appear on the payee list you create with us and the account you are paying with must be in your name. You may not use Business Online Bill Pay to make payments to a federal, state or local governmental or tax unit, to other categories of payee that we establish from time to time, or to those payees restricted by government regulations.

2.8 Processing

2.8.1 Funds will be taken out of your designated funding account on the Scheduled Initiation Date. In many cases, your Bill Payments are electronically delivered to the payee within two (2) business days of the Scheduled Initiation Date. However, some payees are not set up to accept electronic payment. In these cases, a check will be sent, which may take five (5) business days to process and deliver to the payee. If you elect to include invoice information with a Bill Payment, all such Bill Payments will take five (5) business days to process and deliver. Business Online Bill Pay provides an indication of how many days to allow for each payee you designate.

2.8.2 You must allow sufficient time (2 or 5 business days, as indicated) for Business Online Bill Pay to receive your request and process the Bill Payments so that the funds can be delivered to the payee before the payment due date, or for mortgage payments, on or before the due date (the due date shown on your invoice or provided in your agreement with the payee, not taking into account any grace period provided by the payee). If you do not allow sufficient time, you will assume full responsibility for all late fees, finance charges, or other actions taken by the payee. If you schedule your payment with sufficient time, and the payment was not received by the payee, or was received late, Business Online Bill Pay Customer Service will assume responsibility for any late fee(s) and/or penalty(ies) incurred as a result. Funds must be available in the designated Bank account at the time the payment is processed.

2.8.3 FCB is responsible only for exercising ordinary care in making payments upon your authorization and for mailing or sending a payment to the designated payee. FCB is not liable in any way for damages you incur if you do not have sufficient funds in your account to make the payment on the processing date, if the estimate of time to allow for delivery to the payee is inaccurate, or due to delays in mail delivery, changes of merchant address or account number, the failure of any merchant to account correctly for or credit the payment in a timely manner, or for any other circumstances beyond the control of FCB.

2.8.4 Business Online Bill Pay Customer Service will attempt to notify you by in-session Bill Pay email on the Scheduled Initiation Date if a Bill Payment is not processed because there are insufficient funds available in your account. FCB is not responsible if Business Online Bill Pay customer service is unable to reach you, whether or not this is due to events beyond the control of Business Online Bill Pay Customer Service. To take advantage of this service, you must be logged in to Business Online Bill Pay in order to retrieve in-session email messages. In all cases, you are responsible for either making alternate arrangements for the payment, or rescheduling the payment through Business Online Bill Pay.

2.9 Limitations on Business Online Bill Pay Services

2.9.1 Dollar Limitations. There is a dollar limit of $24,999.99, or the available balance in your designated funding account, plus, if applicable, your overdraft protection account (line of credit or savings/money market), whichever is less, on any Bill Payment. Please note that your overdraft protection account available balance will not be shown and will not be applied to "Today" payments. To access your available overdraft protection account Bill Payments require a future date ("Future" or "Recurring").

2.9.2 Transaction Limitations. Except as provided herein, all Bill Payments from an account are subject to the terms and conditions applicable to such account as set forth in the account agreement governing such account. With respect to interest bearing money market and savings accounts, you may not make more that six transfers or withdrawals per month to another account of yours or more than three to third parties, when these transfers are made by means of a preauthorized or automatic transfer, or telephonic agreement, order or instruction.

2.9.3 Available Funds Required. All Bill Payments initiated through Business Online Bill Pay are subject to there being sufficient funds available in the affected account to cover the transfer on the Scheduled Initiation Date or earlier.

2.10 Stopping or Modifying Business Online Bill Pay Authorized Payments

2.10.1 Bill Payments designated as "Today" Transactions cannot be stopped, canceled, or changed once your Business Online Bill Pay session is terminated. Except as stated below, in order to change a Business Online Bill Pay Transaction designated as "Future" or "Recurring," you must use Business Online Bill Pay and follow the instructions provided to you. You must cancel the payment using Business Online Bill Pay by 12:00 midnight EST of the day before the scheduled processing day.

2.10.2 You understand that we will only accept a verbal or written notice to stop a Business Online Bill Pay Transaction if it relates to a payment designated as "Recurring" and only if the notice is received at Business Online Bill Pay Customer Service, either by calling 1-800-757-5887 or 301-620-1400, or by providing your written notice to the following address: Frederick County Bank, Operations Department, P.O. Box 1100, Frederick, MD 21702-0100, no later than six (6) business days before the scheduled date of the payment. If you call, we may also require you to put your request in writing and deliver it to us within fourteen (14) days after you call. The notice must detail whether the cancellation applies to only one of the Recurring Transactions, or all Transactions in the recurring stream.

2.10.3 If you request a cancellation of a Transaction as set forth above and we do not do so, we will be liable for the damages caused as explained above.

2.11 Authorization to Charge Accounts

You authorize us to charge your designated account for any Transactions accomplished through the use of Business Online Bill Pay, including the amount of any Bill Payment that you make, and any charges for the service. You understand that in adding a payee or maintaining a payee list, even if no payments are scheduled, you are electing to use the Bill Payment service and therefore may be charged accordingly. You authorize us to process Bill Payments according to the instructions we receive if the instructions are received from you through Business Online Bill Pay. You authorize us to initiate any reversing entry or reversing file, and to debit your accounts at FCB or elsewhere, in order to correct any mistaken credit entry. You understand that if a Bill Payment request describes the beneficiary inconsistently by name and account number, execution of the request will occur on the basis of the account number, even if it identifies a beneficiary different from the named beneficiary. Further, FCB may rely on any FCB account number supplied by you as a means to identify any other FCB account you may own, even if the account number is different than the FCB account named by you. Your obligation to pay the amount of the Bill Payment to FCB is not excused in such circumstances and we may employ our right of setoff (as defined in Important Information About Deposit Accounts, a copy of which is available from any branch location or by calling the Bank) to satisfy your obligation to us.

2.12 Account Information; Electronic Notice

You may check the available balance of the FCB account that is accessed through Business Online Bill Pay. (NOTE: the balance figure may not reflect recent transactions, and may not include funds which are not subject to immediate withdrawal.)

2.13 Service Fees
 

• Monthly Service Fee --- We may charge you a monthly service fee for use of Business Online Bill Pay. The amount of the fee is set forth under the "Schedule of Service Charges" at the end of this Section. We will automatically deduct the service fee from your primary checking account beginning with the statement cycle in which you applied for the service, unless a different date is agreed to. We will continue to charge your account monthly on the same day (or the next banking day if the due date falls on a weekend or holiday), until the service is discontinued.
• Transaction Fees --- If the deposit account from which the payment or transfer is made is charged per-item fees for excess debit transactions, such as limited checking accounts or customer savings accounts, a fee will be charged for each Business Online Bill Pay payment or transfer in excess of the specified limit. The transaction fee may not apply to other accounts. The amount of this fee, and specific types of accounts that are excluded from this fee, are set forth in FCB's Business Accounts and Service Schedule of Fees.
• Applicable To All Fees and Charges --- If you do not have sufficient funds in your account on the date the fee or charge is payable, you authorize us to automatically deduct the payment from your account as soon as funds are available should we elect to reprocess your payment request.

2.14 Security Procedures

2.14.1 A Password is created by you for security purposes. You understand that this Password is confidential and should not be disclosed to third parties. You are responsible for the safekeeping of the Password. You agree not to disclose or otherwise make the Password available to anyone not authorized to sign on your accounts.

2.14.2 You represent that you have considered the security procedures of the Business Online Bill Pay services and find that the security procedures are commercially reasonable for verifying that a Bill Payment purporting to have been issued by you is, in fact, yours. In reaching this determination, you have considered the size, type and frequency of Bill Payment requests that you anticipate issuing to FCB.

2.14.3 If the Business Online Bill Pay security procedures are not, in your judgment, commercially reasonable, you must inform us within thirty (30) days. If the size, type and frequency of your Bill Payments change, and the result is that the Business Online Bill Pay security procedures cease to be commercially reasonable, you must also inform us of this within thirty (30) days.

2.15 Liability for Unauthorized Use

2.15.1 You will call us IMMEDIATELY at 1-800-757-5887 or 301-620-1400 if you believe that your User ID or Password has become known to an unauthorized person. Telephoning is the best way of keeping your possible losses to a minimum. If you suggest that an unauthorized transfer or payment may have occurred, we may require you to sign an affidavit.

2.15.2 You could lose all the money in your deposit account(s) accessed through Business Online Bill Pay (plus your maximum overdraft protection account balance (line of credit or savings/money market), if any) if you don't inform us that your User ID or Password has become known to an unauthorized person.

2.15.3 Also, if your statement shows electronic funds transfers (bill payments) that you did not make, you will notify us immediately. We may require you to provide your complaint in the form of an affidavit.

2.16 Notification of Unauthorized Transaction(s)

If you believe your FCB Bill Pay User ID or Password have become known by an unauthorized person, or that someone has transferred money or made payments without your permission, you will immediately call Business Online Bill Pay Customer Service at 1-800-757-5887 or 301-620-1400.

2.17 Liability for Failure to Make Payments

If we do not send a payment or make a transfer on time, or in the correct amount according to your instructions given in accordance with this Agreement and Disclosure, we will be liable for damages caused. However, there are some exceptions. We will not be liable, for instance, if:
 

• through no fault of ours, your designated funding account does not contain sufficient funds to make the payment or transfer.
• the payment or transfer would exceed the available balance on your overdraft protection account (line of credit or savings/money market).
• the equipment, ATM network, phone lines, or computer systems were not working properly or were temporarily unavailable.
• circumstances beyond our scope of control, such as fire or flood, prevented the payment or transfer, despite reasonable precautions that we have taken.
• a court order or legal process prevents us from making a transfer or payment.
• you have a reasonable basis for believing that unauthorized use of your User ID, Password, or designated account have occurred or may be occurring or if you default under any agreement with us or if you or we terminate this Agreement.
• the payee does not process a payment correctly, or in a timely manner.

There may be other exceptions stated in our agreement with you. If any of the circumstances listed in subparagraph 3) or 4) shall occur, we shall assist you with reasonable efforts in taking appropriate corrective action to reprocess the Transactions that may not have been completed or to correct Transactions that have incorrectly been processed.

2.18 Errors or Questions

You will telephone us at 301-620-1400 or write to: Frederick County Bank, Operations Department, P.O. Box 1100, Frederick, MD 21702-0100 as soon as you can, if you think your statement is wrong or if you need more information about a Bill Payment listed on the statement. A statement is considered sent when it is first made available. You must:

* Tell us your name and account number.
* Describe the error or payment you are unsure about, and explain as clearly as you can why you believe it is an error or why you need information.
* Tell us the dollar amount of the suspected error.

If you tell us verbally, we may require that you send your complaint or question in writing within ten (10) business days. We may require you to provide your complaint in the form of an affidavit.

2.19 Account Information Disclosure

We will disclose information to third parties about your account and the Bill Payments you make:
 

• when it is necessary for verifying or completing payments or transfers, or resolving a problem relating to a payment or transfer;
• in order to verify the existence and the condition of your account for a third party, such as a credit bureau or merchant;
• in order to comply with government agency or court orders;
• if you give us your written permission; or
• as otherwise permitted in FCB's Deposit Agreement and Disclosures, by law, or as required by government regulations.

2.20 Documentation and Verification of Payments
 

• Reference Numbers --- Upon completion of a Transaction using Business Online Bill Pay, a confirmation number will be given. You should record this number, along with the payee, scheduled date and Transaction amount in your checkbook register (or other permanent record), because this will help in resolving any problems that may occur. No printed receipts are issued through Business Online Bill Pay.
• Periodic Statements --- Information concerning Business Online Bill Pay Transactions will be shown on your regular statement for the account from which payments are made.

2.21 Other Conditions

You are responsible for complying with all terms of this Agreement and Disclosure and the regulations governing the deposit accounts which you access using Business Online Bill Pay. We can terminate your Business Online Bill Pay privileges without notice to you if you do not pay any fee required in this Agreement and Disclosure when due or if you do not comply with those agreements. The regulations governing your deposit account are set forth in your Deposit Agreement and Disclosures, a copy of which is available from any branch location.

2.22 Change in Terms

We will mail or deliver a written notice to you before the effective date of any change in a term or condition disclosed in this Agreement and Disclosure, if the change would result in increased fees or charges, increased liability for you, fewer types of available Bill Payments or stricter limitations on the frequency or dollar amounts of transfers, unless prior notice is excused by law.

2.23 Schedule of Service Charges

The Bank may charge a monthly service fee for use of Business Online Bill Pay. The amount of any such fee currently in effect is set forth below. Monthly service fees, if any, will be deducted from the Primary Checking Account (or any other account, if the Primary Checking Account does not have sufficient funds) at the end of each statement cycle beginning with the month Business Online Bill Pay is made available to you. The Bank will continue to so charge your account until you or we terminate the service. There is currently no monthly service charge for Business Online Bill Pay.

Per item transaction fees may be charged for excess debit transactions on selected checking and savings account(s). Please refer to the Bank's Schedule of Fees for Business Accounts and Services for per-item fees on selected checking or savings accounts.

3. LIABILITY

3.1 Your Responsibility to Notify Us

Call us IMMEDIATELY at 301-620-1400 or 1-800-757-5887 if you believe that any Password and/or User ID has been lost or stolen, or if you believe someone has transferred or may transfer money from your Bank Account without your permission, or if you suspect any fraudulent activity on your Bank Account.

3.2 No Contact by Bank

No Bank employee will contact you via email or phone requesting your Online User ID or your Password. If you are contacted by anyone requesting this information please notify us immediately.

3.3 Our Liability

3.3.1 Our liability to you is limited to the extent stated in any other Account and/or loan agreements, notices, and disclosures that are separately provided to you from time to time regarding your Bank Accounts and/or this Agreement. This section explains the complete extent of our liability to you only to the extent that it has not been separately disclosed to you by any of these agreements, notices, or disclosures.

3.3.2 NEITHER BANK, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE AVAILABILITY, PERFORMANCE OR QUALITY OF THE BANK'S BUSINESS ONLINE BILL PAY SERVICES OR THE RESULTS THAT MAY BE OBTAINED FROM USING THE BANK'S BUSINESS ONLINE BILL PAY SERVICES. BANK SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF NON-INFRINGEMENT, SUCH AS, BUT NOT LIMITED TO, INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS OF OTHERS.

3.3.3 NEITHER BANK, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE USE, OR ATTEMPTED USE, OF THE BANK BUSINESS ONLINE BILL PAY SERVICE, OR ITS CONTENT, INCLUDING, WITHOUT LIMITATION, LOSSES RELATED TO: YOUR USE, OR INABILITY TO USE, THE BANK BUSINESS ONLINE BILL PAY SERVICE; ANY ERRORS, OMISSIONS OR DEFECTS IN ANY CONTENT; ANY INTERRUPTIONS OR DELAYS IN TRANSMISSION TO THE BANK BUSINESS ONLINE BILL PAY SERVICE; OR COMPUTER VIRUSES RECEIVED BY YOU AS A RESULT OF YOUR USE OF THE BANK BUSINESS ONLINE BILL PAY SERVICE. IN ANY EVENT, ANY LIABILITY OF BANK, ITS EMPLOYEES, AGENTS, CONTENT PROVIDERS AND LICENSORS SHALL NOT EXCEED THOSE AMOUNTS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT.

3.3.4 Further, we will not be obligated to honor, in whole or in part, any transaction or instruction which:
 

• is not in accordance with any term or condition applicable to the relevant service in this Internet Banking Agreement or your Bank Account Agreement;
• we have reason to believe may not have been authorized by you or any third person whose authorization we believe is necessary, or which involves funds subject to a hold, dispute, restriction or legal process we believe prevents their withdrawal;
• would violate any applicable provision of any risk control program of the Federal Reserve or any applicable rule or regulation of any other federal or state regulatory authority;
• is not in accordance with any other requirement of our applicable policies, procedures or practices; or
• we have reasonable cause not to honor for your protection, or ours.

3.4 Indemnification

Except to the extent of Bank's liability pursuant to the terms of this Agreement or any other agreement or notice that otherwise governs your Bank Account, you agree to indemnify and hold us, our directors, officers, employees and agents harmless from any and all loss, liability, claims, demands, judgments and expenses (including attorneys' fees) arising out of, or in any way connected with, your use or misuse of Business Online Bill Pay. This indemnification is provided without regard to whether our claim for indemnification is due to the use of Business Online Bill Pay by you, or your authorized representative.

3.5 Corporate, Partnership and Limited Liability Company Authorizations

You represent that each person who has access to or has been issued Password(s) and User ID(s) has complete authority from your organization to give instructions within the access capability associated with such Password(s) and User ID(s) (including general authority over the movement of your organization's funds and over accounts with Bank). You agree that Bank may rely and act upon instructions identified by such Password(s) and User ID(s).

3.6 Protecting your Passwords

3.6.1 You agree that we may send notices and other communications, including Password(s) and User ID(s), to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You further agree that Bank will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business. You agree to: 1) keep your Password(s) secure and strictly confidential, providing it only to authorized representatives on your account(s); 2) instruct each person to whom you give a Password that he or she is not to disclose it to any unauthorized person; and 3) immediately notify us and select a new Password if you believe a Password may have become known to an unauthorized person.

3.6.2 WE WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED PAYMENT OR TRANSFER MADE USING YOUR PASSWORDS THAT OCCURS BEFORE YOU HAVE NOTIFIED US OF POSSIBLE UNAUTHORIZED USE AND WE HAVE HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE. We may suspend or cancel your Password(s) even without receiving such notice from you, if we suspect a Password is being used in an unauthorized or fraudulent manner.

3.7 Acknowledgment of Commercially Reasonable Security Procedures

By using Business Online Bill Pay, you acknowledge and agree that this Agreement sets forth security procedures for electronic banking transactions that are commercially reasonable. You agree to be bound by instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use as described above (and we had a reasonable opportunity to act on such notice).

3.8 Limitation of Bank's Liability

3.8.1 If we fail or delay in making payment or transfer pursuant to your instructions, or if we make a payment or transfer in an erroneous amount which is less than the amount per your instructions, unless otherwise required by law, our liability shall be limited to interest on the amount which we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the payment or transfer, but in no event will we be liable to both parties, and our payment to either party will fully discharge any obligation to the other. If we make a payment or transfer in an erroneous amount which exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law, our liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the payment or transfer to the date of the refund, but in no event to exceed 60 days´ interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered for each day interest is due, computed on the basis of a 360-day year.

3.8.2 UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS' FEES, EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

4. GENERAL PROVISIONS

4.1 Termination

In addition to the reasons for termination stated in the Agreement, Bank may terminate this Agreement at any time without notice upon the occurrence of any of the following events: your violation or breach of or default in the performance or observance of any term, agreement, representation or warranty contained herein; your default in the payment of any sum you owe to Bank; misrepresentation given or made to Bank in connection herewith; the seizure, attachment, garnishment or encumbrance by court order or legal process of any portion of your deposit accounts, assets or properties; your business failure, insolvency or bankruptcy; or your default under any other agreement between Bank and you or under any note evidencing indebtedness you owe Bank. Bank may terminate this Agreement without cause upon giving you thirty (30) days prior notice of our intention to terminate.

4.2 Assignment

We may assign our rights and delegate our duties under this Agreement to a company affiliated with us or to any other party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

4.3 Notices

UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, IN THE EVENT THAT WE ARE REQUIRED TO PROVIDE A NOTICE OR OTHER COMMUNICATION TO YOU IN WRITING, THAT NOTICE OR OTHER COMMUNICATION MAY BE SENT TO YOU ELECTRONICALLY TO YOUR INTERNET ADDRESS AS REFLECTED IN OUR THEN CURRENT RECORDS.

4.4 Disclosure of Information

The circumstances under which we will disclose information about you or your Bank accounts have been separately disclosed to you in our Privacy Policy and in other disclosures that have been provided directly to you at the time of account opening. Our Privacy Policy may change from time to time and is available on our website and at our branch offices.

4.5 Authorization to Obtain Information

You agree from time to time, upon Bank's request therefore, to provide Bank with current financial statements showing your financial condition, assets, liabilities and stockholder's equity and your current income and surplus and such other information regarding your financial condition as Bank may reasonably request. You further agree that Bank is authorized to make all inquiries it deems necessary, including, but not limited to, obtaining a personal credit report on your owner/principal, in order to assist in determining your creditworthiness.

4.6 Area of Service

Business Online Bill Pay services are available through Bank. Banking services are generally available only to businesses located in Maryland and are solely offered to businesses registered to do business in the United States of America.

4.7 Arbitration

Any controversy, claim or dispute between you and Bank arising out of or related to this Agreement on your Account, including any claim that this Agreement or any part of this Agreement, including this agreement to arbitrate, is invalid, illegal, unenforceable or otherwise void or voidable, shall be resolved by final and binding arbitration in accordance with the Arbitration Rules for Commercial Financial Disputes of the American Arbitration Association. Venue for any such arbitration proceeding shall be in the City of Frederick, Maryland. The arbitrators shall apply the substantive law of the State of Maryland, and the award rendered by the arbitrators shall be final and judgment may be entered upon it in any court having jurisdiction thereof. This Agreement to arbitrate shall be governed by and specifically enforceable under the Maryland Uniform Arbitration Act. The terms "you" and "Bank" as used in this paragraph shall include their respective parents, subsidiaries, affiliates, licensees, predecessors, successors, assigns, officers, directors, employees and agents or any and all of them. You expressly agree to waive a jury trial in the event of any controversy, claim or dispute between you and Bank arising out of or related to this Agreement or your Account.

4.8 Legal Process

If we are served with any notice of lien, attachment, levy, garnishment or other legal process relating to you or your Bank Account, we are authorized without notice to you or any joint Account Holder, except where required by law, to withhold the withdrawal or payment of so much of the funds in your Bank Account that may be the subject of such notice or legal process. We may disburse such amount out of your Account to a court or to such persons as applicable state or federal law either requires or permits because of such powers. We have no liability to you for such withholding or disbursements or for refusal by us to permit withdrawals or payment against your Account because of a court order or other legal process including the return by us of items presented against your Account as unpaid that otherwise would be paid. Any lien, attachment, levy, or garnishment against your Account is subject to our right of set-off as provided in the Agreement unless prohibited by law. You agree to pay our costs and expenses for complying with such legal process, including legal costs and attorneys' fees, costs of research and copying and administrative fees.

4.9 Governing Law

This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Maryland, which govern and are applicable to your Bank Account.