Welcome to internet banking at First Commercial Bank. This agreement and Disclosure Statement for First Commercial Bank's Online Banking and Official Statements (the "Agreement") describes the terms and conditions for the use of our Online Banking and bill payment services.

The following terms and definitions apply when used in this Agreement:

"Bill Payment" or "Payment " means the remittance of funds, initiated through the Online Service, from a Primary Service Account to a Payee.

"Due Date" means the date on which your Payment is due to your Payee as reflected in your Payee statement. It is not the late date or grace period.

"Funds Transfer" or "Transfer " means a transfer of funds, initiated through the Online Service, from one eligible Service Account to another.

"Future Dated Transfer" means a Funds Transfer that will be initiated on a future day depending on your selection of the Transmit Date.

"Future Payment" means a Payment, other than a Recurring Payment, that will be initiated on a future business day depending on your selection of the Transmit Date.

"Password" means a personal code selected by you that will be used to obtain access to the Services. The term includes any additional access numbers, words, or codes required by the applications or equipment that you use in connection with the Services or that are otherwise established by you.

"Payee " means any person or entity to which you direct a Payment through the Online Service.

"PC " means a personal computer (including, without limitation, any personal data assistant or other wireless computing or access device) that meets the requirements for use of the Services.

" Primary Service Account" means the eligible checking account(s) you have with us for which you enroll in and activate the Online Service. You must have at least one Primary Service Account in order to enroll in the Online Service. If you use the Bill Payment function of the Online Service, the Primary Service Account designated by you will be debited for Payments to Payees.

"Recurring Payment" means a regular Payment that is automatically made during recurring intervals permitted by the Online Service based on a recurring Transmit Date.

"Same Day Funds Transfer" means a Funds Transfer that will be posted to your account on the same day that you request the funds transfer through the Online Service, if received by the applicable cut-off time.

"Same Day Payment" means a Payment that will be initiated on the same day that you enter the Payment information through the Online Service, if received by the applicable cut-off time.

"Service Account " means any account that you maintain with us and for which you use any function or feature of the Online Service, including (i) your Primary Service Account(s), (ii) all other deposit accounts eligible for the Online Service, (iii) any other eligible account or financial product accessed using the Online Service. All of these Service Accounts are subject to this Agreement. We reserve the right to determine the eligibility and/or ineligibility of any account as a Service Account at any time and from time to time, in our sole and absolute discretion and without notice to you, subject to the requirements of applicable law.

"Services " means the Online Service and the Statement Service, collectively.

"Transmit Date " means (i) with respect to Bill Payments, the date on which the Bill Payment is to be initiated for remittance to the Payee and (ii) with respect to Fund Transfers, the date on which the Funds Transfer is to be initiated to us for processing.

"User's Guide " means any instructional materials (as amended from time to time) provided in connection with the Services.

"We ," "us " and "our " means, as the context may require, First Commercial Bank or any affiliate of First Commercial Bank with which you have established one or more Service Accounts, and any agent, independent contractor, designee, or assignees that we may, in our sole discretion, involve in the provision of the Services.

"You ," "your" and "yours" means (i) each and every person who now or hereafter is an account holder with respect to any Service Account or has an interest therein, and (ii) each and every person who now or hereafter subscribes to or uses the Services.

Other definitions may appear elsewhere within this Agreement.

Part A - Online Service

  1. General Service Description.
    1. Online Banking Transactions. You may use the Online Service to perform the following transactions with your PC:
      • Make Payments to a Payee from your Primary Service Account(s);
      • Review past or scheduled Payments from your Primary Service Account(s);
      • Order Funds Transfers among eligible Service Accounts;
      • Order Funds Transfers from eligible Service Accounts to certain loan accounts accessible through First Commercial Bank's Online Banking;
      • Perform balance inquiries with respect to Service Accounts accessible through First Commercial Bank's Online Banking;
      • View account activity within each Service Account;
      • Communicate directly with us via electronic messaging

We may from time to time enhance or expand the Online Service by providing additional features, functionality, and transaction capability. Any such enhancements or expansions will be governed by and subject to the terms and conditions of this Agreement.

  1. Performing Account Inquiries and Fund Transfers. You may use the Online Service to determine the balance and recent activity in the Services Accounts and to transfer funds among eligible Service Accounts. Any balance or recent activity shown on your PC will include a date as of when the balance is current. The balance or recent activity shown on your PC may include deposits still subject to verification by us. The balance or recent activity shown may also differ from your records because it may not include deposits in progress, outstanding checks, or other withdrawals, payments, or charges. A Funds Transfer request (whether it is a Same Day Funds Transfer or a Future Dated Transfer) may not result in an immediate transfer of funds or immediate funds availability because of the time required to process the transaction.
  2. Same Day Funds Transfer. A Same Day Funds Transfer must be entered by the cut-off time on a business day in order for the transfer to be posted to your account on the same day.
  3. Future Dated Transfers. A request to transfer funds between Service Accounts may be scheduled for a future date. Future Dated Transfers may be scheduled as a one time request or a recurring request based on the instructions entered with the request. Future Dated Transfers will be initiated on the Transmit Date requested, not on the date you enter the transaction into the Online Service application. Future Dated Transfers will transmit on the next business day.
  4. Personal Alerts. If you request periodic personal alerts regarding the current balance in your Service Accounts or other information from the system, whether received by e-mail or otherwise, the information contained in these alerts will be fixed at a given time on the date the alert is sent. Actions on your part, such as deposits, withdrawals, or transfers, made subsequent to the sending of the alert, but before you have received the alert, may affect the accuracy of the information in the alert.
  5. Business Days (Online Service Hours). Our business days are Monday through Friday, except bank holidays. Payment transactions may be initiated only on business days; however, the Online Service is available 24 hours a day, seven days a week (with the exception of maintenance periods) for the scheduling, modification, or review of Payment transactions, for balance inquiries, and for other Online Service functions and transactions. If the Transmit Date for a Payment falls on a Saturday, Sunday, or bank holiday, or if you request us to initiate a Payment after 2:00 p.m. Central Time on a business day, then the Transmit Date will be rescheduled automatically for the next business day, unless the transaction is a Recurring Payment or a Future Payment (see the "Recurring Payment" and "Future Payment" sections above). We may, however, debit your Primary Service Account for the amount of the transaction on the originally scheduled Transmit Date.
  6. Accounts Eligible for Online Service. From time to time, we may change the accounts that may be designated and used as Service Accounts. We also reserve the right to refuse to include any account among your Service Accounts and the right to reject transactions between or among Service Accounts (and other accounts, as applicable) under certain circumstances as provided in this Agreement or as may be required by applicable law.
  7. Your Liability in Case of Loss, Theft, or Unauthorized Transactions. You are responsible for all transactions you initiate or authorize using the Online Service. If you allow any other person to use your Password or the Online Service, you will have authorized that person to access your Service Accounts and you are responsible for all transactions that person initiates or authorizes in connection with the Service Accounts. Tell us AT ONCE if you believe that your Password has been lost or stolen or that the Service Account has been or may be accessed without your authorization. Telephoning is the best method for limiting your potential losses. You could lose all funds in your Service Accounts plus the maximum amount of any overdraft line of credit.

    If you believe your Password has been lost or stolen or that someone has transferred or may transfer money from the Service Account without your authorization:

    Call: 573-624-8828
    Fax: 573-624-8884

    Write to:
    First Commercial Banks Online Banking
    Attention: First Commercial Bank Customer Service Center
    P.O. Box 574
    Dexter, MO 63841
    Email: info@firstcb.net

    You agree to take any reasonable actions requested by us to prevent unauthorized transactions to your Service Accounts.

    Notwithstanding anything to the contrary in this Agreement, you will be liable for any unauthorized use of the Online Service in these instances unless otherwise provided by applicable law or written agreement with us.

  8. Our Liability for Failure to Complete Transactions. To the extent that an Online Service transaction is an "electronic fund transfer" under Federal Reserve Board Regulation E that relates to a Service Account established primarily for personal, family, or household purposes, if we do not properly complete a transfer to or from your Service Account on time or in the correct amount according to the terms of this Agreement and any User's Guide, we will be liable for your losses or damages. However, we will not be liable (and any payment guarantee provided elsewhere in this Agreement will not be applicable) if any of the following occurs:
    • Through no fault of ours, you do not have sufficient collected funds in the Service Account to complete the transaction;
    • The transaction would exceed the credit limit on any Advantage Overdraft line of credit linked to the Service Account;
    • Your PC, Internet service provider, telephone line, modem, or other equipment is not operating properly;
    • The Online Service is not working properly and you were aware of the malfunction when you initiated the transaction;
    • You do not properly follow the User's Guide and all other instructional materials provided in connection with the Online Service;
    • You do not authorize a Payment within a sufficient period of time for your Payment to be received by the Payee by the Due Date;
    • You have not provided us with the correct Payee name, address, account information, Payment amount, or other instructions necessary to complete the Payment, or the foregoing instructions stored on your PC's hard drive or the host system have been lost;
    • A Payee mishandles or delays the handling of Payments sent by us;
    • Your funds are held or frozen, or a court order or other legal process prevents us from making a transaction;
    • Your Password has been reported lost or stolen;
    • We have reason to believe that a transaction has not been properly authorized or authenticated, or is fraudulent, erroneous, or illegal;
    • You have exceeded the limitations on frequency of transactions or dollar amount of transactions applicable to the Online Service or Service Account;
    • Your telephone service has been disconnected or there are deficiencies in the quality of your telephone line;
    • Circumstances beyond our control (such as telecommunication or electrical outages and malfunctions, postal strikes or delays, computer system failures, or natural disasters) prevent the transaction;
    • Making a transfer would cause us to violate any law, rule, or regulation to which we are subject; or
    • Any failure on our part was not intentional and resulted from a bona fide error notwithstanding procedures to avoid such error, except for actual damages (which do not include indirect, incidental, special, or consequential damages).

There may be other exceptions to liability stated in this Agreement, or in other agreements we have with you, or otherwise provided by applicable law.

  1. Documentation of Transactions. All of your transactions completed through the Online Service will appear on your periodic (or, as applicable, electronic) statement. You will receive a periodic statement each month for the Service Account from which or into which a transaction through the Online Service has been completed during the month. For all other Service Accounts, you will receive a periodic statement at least quarterly or as required by applicable law or the terms of the respective deposit agreements regarding such Service Accounts. The periodic statement will include a description of the transactions completed through the Online Service.
  2. Verification. You authorize us to investigate or reinvestigate at any time any information provided by you in connection with your application for the Online Service or the Service Account, and to request reports from credit bureaus and consumer reporting agencies for such purpose. You also agree that we may obtain information regarding your Payee account in order to facilitate proper handling and crediting of your Payments.
  3. Overdraft. You agree not to use or attempt to use the Online Service to overdraw any Service Account, to exceed your limit on any credit account, or to engage in any transaction that is not specifically authorized and permitted. Such use or attempted use may result in the immediate cancellation of the Online Service and the Service Accounts, and may expose you to possible legal action. We may honor instructions to initiate transactions on the same business day (whether received through the Online Service, ATM or point-of-sale (POS) terminals, checks or other means) in any order we determine, even if honoring a particular item or instruction results in an insufficient balance in the Service Account to honor other instructions that otherwise could have been honored. If there are insufficient funds in the Service Account to complete the transaction you have initiated, we may either refuse to honor the request or complete the transaction and thereby overdraw the Service Account. In either event, you are responsible for any insufficient funds or overdraft charges that we may impose.
  4. Non-Consumer Users of Online Service. To the fullest extent permitted by law, if your use of the Online Service is not primarily for personal, family, or household purposes, and/or if your applicable Service Account(s) is(are) not established primarily for personal, family, or household purposes, you agree that in no event will we be liable to you under this Agreement, or in performing or failing to perform the transactions contemplated by this Agreement, 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, or for any other damages whatsoever, notwithstanding any other provisions of this Agreement to the contrary. You acknowledge and agree that this Agreement and any other related agreements with us set forth security procedures for electronic banking transactions that are commercially reasonable. You agree to be bound by any and all transactions, whether authorized or unauthorized, and we shall have no liability to you for any unauthorized transaction or inquiry, except as otherwise expressly provided in a written agreement between you and us, or as required by applicable law.

Part B - Electronic Statement Agreement and Disclosure

Before you can enroll in or access our Electronic Statement Presentment services ("E-Statement Services"), the Electronic Signatures in Global and National Commerce Act (ESIGN) and other laws and regulations require us to obtain your affirmative consent to electronic delivery of your periodic account statements and associated disclosures required under Federal and/or State laws or regulations (collectively "Statement(s)"). Please read this Electronic Statement Disclosure and Agreement (this "Disclosure") carefully and save or print a copy for your records.

If you do not want to receive your Statements electronically, please do not activate the electronic statement feature located in Services>Electronic Statement within First Commercial Bank's online banking website www.firstcb.net. If, after reading this Disclosure, you wish to consent to electronic delivery of your Statements and enroll in our E-Statement services, please activate the service. This is done by selecting which account or accounts you want E-Statement services on by checking the appropriate box next to each account in Services>Electronic Statement within First Commercial Bank's online banking website.

E-STATEMENT AGREEMENT

Definitions: In this Disclosure, the words "you" and "yours" mean the owner and/or joint owner of the account who is/are requesting that the Statements for such account be sent electronically to your personal Internet address and, therefore, is enrolling in our E-Statement Services. The words, "Bank," "we," "our," and "us," mean the First Commercial Bank. Please see the definitions of "E-Statement Services," "Statements," and "Disclosure" above.

  1. Agreement Acceptance: By activating your E-Statement Service you are agreeing that:
    1. You are requesting that First Commercial Bank make your Statements available to you electronically, by sending to your personal Internet e-mail address a notice that your Statement is available for viewing and a link to your Statement.
    2. If you change your e-mail address, you will notify us of the change so that we may continue to send you your Statements electronically. You will also notify us of any changes in physical address or telephone number.
    3. In the event that we are unable to deliver e-mail to you due to an inaccurate e-mail address, Statements will be mailed to your physical address of record.
    4. If you do not complete the sign-up procedure by verifying your enrollment within thirty (30) days , your information will be deleted. Once your information is deleted you need to re-enroll.
    5. Except as expressly provided in this Disclosure, your participation in the E-Statement Services program does not change your rights and obligations related to any other accounts you may have with First Commercial Bank and any other agreements and disclosures relevant to your account, including, without limitation, any fees disclosed therein. You agree, however, that when any such terms and conditions, agreements or disclosure includes a time period stemming from your receipt of a Statement from the Bank, such time period shall start or end, as applicable, on the date that we send to your personal Internet e-mail address a notice that your Statement is available for viewing (provided, that, if such email is undeliverable, such time period shall start or end, as applicable, on the date that the Bank transmits a paper Statement to you in accordance with this Disclosure).
    6. Except (i) in the case of undeliverable e-mail, (ii) in the case of your withdrawal of your consent to electronic delivery of your Statements and resulting un-enrollment form the E-Statement Program, as described below and (iii) upon your express request, as described below, after your enrollment in the E-Statement Services becomes effective, you will no longer receive paper copies of your Statements.
  2. System Requirements: In order to participate in the E-Statement Services and receive and retain copies of your Statements electronically you will need to provide or obtain access to the following:
    1. A computer and modem or other device capable of accessing the Internet
    2. An active "Internet Service Provider"
    3. A Web Browser that supports 128-bit SSL encryption
    4. The ability to download or print agreements and disclosures
    5. Adobe Acrobat Reader software
  3. Updating Your Personal Information: You must keep us informed of any changes in your telephone number, mailing address, or e-mail address. You may notify us of changes in any of the following ways:
    1. For change of e-mail address, go to : www.firstcb.net
    2. For change of mailing address or telephone number:

    Call: 573-624-8828
    Fax: 573-624-8884

    Write to:
    First Commercial Banks Online Banking
    Attention: First Commercial Bank Customer Service Center
    P.O. Box 574
    Dexter, MO 63841
    Email: info@firstcb.net

  4. Your Rights and Options:
    1. Paper or Non-electronic Form: You are not required to enroll in the E-Statement Services program. You can continue to receive your Statements in the same format in which you currently receive your Statements, including, if applicable, paper. If you would like to receive your Statements electronically, however, you must enroll in the E-Statement Services program and agree to the terms set forth in this Disclosure.
    2. Withdrawal of Consent to Electronic Delivery. If at any time after you consent to electronic delivery of your Statements, you wish to withdraw your consent to electronic delivery of your Statements, you should go to www.firstcb.net and select Services>Electronic Statement and select the appropriate account to deactivate the service. If you withdraw your consent, you will be un-enrolled in the E-Statement Services program and will no longer receive your Statements electronically. Statements issued after your withdrawal is effective will be mailed to your physical address of record.
    3. Duration of Consent: If you consent to electronic delivery of your Statements, your consent will apply to all Statements unless and until the earlier of (i) your withdrawal of consent as described in 4 (B) , above, or (ii) the Bank's discontinuation of electronic Statement delivery services, or (iii) you have not validated your enrollment within thirty (30) days of sign-up.
    4. "One-time" Non-Electronic Copy. If, after you are enrolled in the E-Statement Services program and without withdrawing your consent to electronic delivery of Statements, you would like to obtain a paper copy of a Statement you should contact First Commercial Bank at the above address in section 3 B. There are fees associated with paper copies of Statements. Please refer to First Commercial Bank's Schedule of Fees for a list of current fees. We will notify you of changes as required by law.
  5. The Bank's Right to Amend the Services: The Bank reserves the right to amend the E-Statement Services and/or the conditions of participation from time to time, including enlargement or restriction of services available through the E-Statement Service. Your use of the E-Statement Service after any change will indicate your agreement to the amendments and affirm your consent to electronic delivery of Statements. The Bank will make available to you electronically a copy of any amendments when required by applicable law.
  6. Acceptance of E-Statement Agreement and Consent to Receive Electronic Disclosures: Acceptance constitutes your written signature and consent to be bound by the terms of this Disclosure and to receive Statements electronically.

Part C - Miscellaneous

  1. PC Specifications. In order to use the Online Service and the Statement Service, your PC must meet the following minimum specifications:
    • An IBM or MAC compatible computer;
    • Internet Access; and
    • Web Browser. (We support all web browsers that adhere to the HTML 4.01 transitional standards as defined by the W3C. To ensure proper functionality with the system, your browser must be configured to accept "cookies" and JavaScript enabled.)

Other technical requirements and specifications regarding the use of the Services may be described elsewhere in this Agreement or in applicable User's Guides.

  1. Equipment. You are responsible for obtaining and maintaining all telephone equipment and services, internet connection services, computer hardware and software, and other equipment necessary for you to access and use the Services. We are not responsible for any computer viruses, problems or malfunctions resulting from any computer viruses, or related problems that may be associated with the use of an online system. We recommend that you routinely update your anti-virus software, apply all security patches for your operating system, and install a firewall on your PC. We are not responsible for any errors or failures resulting from defects in or malfunctions of any software on your PC.
  2. Transaction Authorization; Protecting Your Password. Pursuant to the deposit account agreement(s) you have with us, each depositor on a multi-party account is the attorney-in-fact for all other depositors on the account for all business conducted with respect to the account. You confirm the attorney-in-fact status of your co-depositors, and you acknowledge and agree that you or any of your co-depositors may enroll your accounts in and activate any of the Services, consent and agree to the terms and conditions for any of the Services (including, without limitation, the Internet Banking Application), and/or terminate any of the Services on behalf of all depositors on the accounts, in accordance with the terms of this Agreement.
  3. You authorize us to follow any instructions entered through the Services using your Password notwithstanding any dual or multiple signature requirement identified on the signature card or other documents relating to your Service Accounts. You agree and intend that the authorization of transactions through the Services shall be considered the same as your written signature in authorizing us to perform any action relating to the transactions requested. You also agree that use of your Password is the agreed security procedure to access the Services and that such security procedure is commercially reasonable.
  4. You agree to keep your Password confidential, to prevent unauthorized access to your Service Accounts, and to prevent unauthorized use of the Services. You agree not to give your Password or make it available to any person or entity who is not authorized to access your Service Accounts for the purpose of performing the transactions contemplated by the Services or who intends or may use the Services for the purpose of accessing and compiling account data for such person's or entity's own commercial gain. You should change your Password frequently. You should avoid using your ATM or debit card personal identification number (PIN) as your' permanent Password.

    If your access to the Services is blocked or if you forget your Password, you must contact us at the number identified in the "Errors or Questions" section of this Agreement. We may issue you a new Password, although it may not be available for use of the Services for several days.

  5. Protecting Your Personal Information. In addition to protecting your Password and other account information, you should also take precautions to protect your personal identification information, such as your driver's license, Social Security Number, etc. This information by itself or together with other account information may allow unauthorized access to your Service Accounts. It is your responsibility to treat personal information with the same level of care as your account information. You are also responsible for protecting and securing all information and data stored in your PC's hard drive. For additional information on customer privacy, please click on the "Privacy Policy" link at www.firstcb.net .
  6. Your E-mail Address. You agree to keep your e-mail address, as well as your mailing address, current and updated with us at all times. To notify us of an e-mail or mailing address change, please call us at 573-624-8828 during our normal business hours.
  7. Electronic Messaging and E-mail. The Services provide you with the ability to send and receive messages to and from us by two means: (a) conventional e-mail or (b) Bank Mail. Conventional e-mail is not a secure method of communication over the Internet, and we recommend that you not send confidential or privileged information, such as account numbers and financial information, by conventional e-mail. Bank Mail is a secure method of communication which allows messages to be sent and received within the Services application. An electronic message sent by you will not be immediately received by us. No action will be made on any electronic message you send to us until we actually receive your message and have a reasonable opportunity to act on it. If you need to contact us immediately, please refer to the "Errors or Questions" section of this Agreement. You cannot use conventional e-mail or Bank Mail to make a Bill Payment, account inquiry, or Funds Transfer. There may be other limitations to your use of electronic messaging from time to time in effect. To the extent you elect to communicate with us using e-mail, the following provisions apply to those communications:
    • You agree and acknowledge that the information communicated via e-mail to or from us may include information regarding any or all of the services that are part of the Services or other services we feel may be of added interest to you.
    • You acknowledge that you have been advised and understand the risks of using e-mail with respect to the communication of information regarding the Services and that we are unable to guarantee the authenticity, privacy or accuracy of information received or sent by e-mail or to monitor the authorization of persons using your e-mail address to send or receive information.
    • In the event you receive information from us via e-mail that you believe is intended for another recipient, you agree to immediately return the information to us and to thereafter delete the information from your computer system. You shall not use the information for any personal or commercial purposes.
    • You agree that certain information communicated from us to you may be confidential in nature as a communication between you and us. You agree to maintain the confidentiality of the information and to refrain from sharing the information with any other person or entity or from using the information for any purpose that is not related to the Services or your financial relationship with us.
    • In the event that you believe that an unauthorized person has gained access to your computer system, you agree to immediately notify us so that we can cease communication of information to you via e-mail until you and we take measures agreed to jointly to protect your financial information.
    • Having acknowledged the risks associated with communicating financial information via e-mail, you (a) agree that we have no obligation to monitor or investigate the use of your computer system or the source of any communication received from you bearing your email address, (b) release us from any claim or liability arising from or in connection with any communications sent or received using e-mail, and (c) agree to indemnify and hold harmless us from all claims, losses, expenses or liability arising in any way out of or connected in any way with the use of e-mail as contemplated by this Agreement.
    • To the extent any other agreement between you and us requires you to deliver written notice to a particular address regarding any matter, you agree that these provisions regarding the use of e-mail do not displace or modify any such requirement for a written notice, and you agree to comply with any requirement for a written notice without reference to these provisions regarding the use of e-mail.
  8. Fees. You agree to pay all fees applicable to the Services. These fees are listed in our schedule of fees and are subject to change from time to time. Without limiting the generality of the foregoing, you agree that we may impose a fee for research requested by you. You authorize us to deduct all fees from your Primary Service Account or, to the extent your Primary Service Account lacks sufficient funds, from any of your other accounts maintained with us. You also acknowledge that these fees are in addition to any costs you incur for the telephone service or Internet service provider you use to access the Services.
  9. Errors or Questions. In case of errors or questions about the Services, you should, as soon as possible:

Call: 573-624-8828
Fax: 573-624-8884

Write to:
First Commercial Banks Online Banking
Attention: First Commercial Bank Customer Service Center
P.O. Box 574
Dexter, MO 63841
Email: info@firstcb.net

  1. Termination. You may terminate your use of the Services at any time by calling or writing us as provided in the entitled "Errors or Questions" section of this Agreement.
  • Online Services. You must notify us at least ten (10) business days prior to the date on which you wish to have the Online Service terminated. We may require that you put your request in writing. If you have scheduled transactions with a Transmit Date within this ten-day period, you also must separately cancel those transactions; however, we reserve the right to cancel all scheduled transactions as soon as practicable upon receipt of notice of termination from you. If we have not completed processing your termination request and you have not otherwise canceled scheduled transactions, you will be responsible for transactions with Transmit Dates during the ten (10) business days following our receipt of your notice of termination, subject to the requirements of applicable law. If you would like to transfer the Online Service to a different account with us, or add or remove an account with respect to the Online Service, you must provide ten (10) business days' advance written notice.

We may terminate or suspend any of the Services at any time, in our discretion, without notice to you, except as required by applicable law or regulation, and without liability to you. No termination of any Service will affect your liability or obligations under this Agreement accruing prior to the date of termination or any provisions of this Agreement which, by their nature, are intended to survive termination.

  1. Exclusion of Warranties; Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY THAT ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, WHETHER DUE TO ANY COMPUTER VIRUS OR OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM YOUR USE OF THE SERVICE WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THESE TERMS.

WE MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU REGARDING YOUR PC OR RELATED EQUIPMENT, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

YOU AGREE THAT NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY HARMS, INJURIES OR CLAIMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, RESULTING FROM (a) THE USE OF OR THE INABILITY TO USE THE SERVICE, (b) THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM USE OF THE SERVICE, (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (d) STATEMENTS OR CONDUCT OF ANY OTHER PERSON USING OR ACCESSING THE SERVICES, (e) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, AND/OR (f) ANY OTHER MATTER RELATING TO THE SERVICES OR YOUR USE THEREOF.

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES, EXPENSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES) CAUSED BY OR ARISING FROM YOUR USE OF THE SERVICES, OR THE USE OF THE SERVICES BY ANY OF YOUR CO-DEPOSITORS OR ANY OTHER PERSON WHOM YOU HAVE PERMITTED TO USE THE SERVICE, YOUR BREACH OF THIS AGREEMENT, YOUR INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND/OR YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT.

  1. ARBITRATION AND WAIVER OF JURY TRIAL. Either you or we may choose to have any disputes between you and us resolved by binding arbitration, as provided below. Rights that you or we would have in court may not be available in arbitration. It is important that you read this entire arbitration provision.

By enrolling for, activating, and/or using any of the Services, you and we agree that, upon written demand for arbitration made by you or us, all disputes, controversies and claims (subject to the provisions below and regardless of whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity or otherwise, and whether pre-existing, present or future), that arise from or relate to (a) this Agreement, your account, any transaction involving your account, or any advertisements, promotions, or oral or written statements related to your account or this Agreement, (b) the relationships that result from the account or this Agreement (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this arbitration provision), or (c) the scope or enforceability of this Agreement (collectively, a "Claim") shall be settled by binding arbitration. You or we may choose either the American Arbitration Association ("AAA") or the National Arbitration Forum ("NAF"), within ten (10) days of the written demand for arbitration, to conduct any arbitration that you or we, respectively, may bring under this Agreement, or you and we may agree upon a different arbitrator. In any event, any arbitration under this Agreement shall be conducted in accordance with any applicable rules of the arbitrator or arbitration organization ("Rules"). If an arbitrator other than the AAA is chosen, the Rules of the AAA will be applied to any circumstance that is not addressed by the Rules of the chosen arbitrator. In the event of any inconsistency between this Agreement and the Rules, such inconsistency shall be resolved in favor of this Agreement. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the "FAA") shall apply to the construction, interpretation and enforceability of this arbitration provision notwithstanding any other choice of law provision contained in this Agreement.

Either you or we may initiate arbitration by giving written notice of the intention to arbitrate to the other party and, if you or we choose to use the AAA or the NAF, by filing notice with the AAA or the NAF in accordance with the Rules in effect at the time the notice is filed. The demand for arbitration may be made before or after commencement of any litigation. You should contact the AAA or the NAF for more information about arbitration. The Rules, procedures and forms of the AAA may be obtained by calling the AAA at 800-778-7879 or by visiting the AAA's website at http://www.adr.org. The Rules, procedures and forms of the NAF may be obtained by calling the NAF at 800-474-2371 or by visiting the NAF's website at http://www.arb-forum.com. If for any reason the AAA or the NAF is unable or unwilling to serve as arbitration administrator, and you and we are unable to agree on another arbitrator, we will substitute another national or regional arbitration organization.

Demand for arbitration under this Agreement must be made before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the Claim also is barred in arbitration. A Claim by, or on behalf of, other persons will not be considered in, or joined or consolidated with, the arbitration proceedings between you and us, and a Claim may not be arbitrated on a class action, private attorney general, or other representative basis. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or similar doctrine bars the arbitration of any Claim, and any dispute regarding the prohibitions in the preceding sentence shall be decided by the arbitrator(s) in accordance with the provisions of this arbitration provision.

Nothing in this arbitration provision shall limit the right of you or us, whether before, during or after the pendency of any arbitration proceeding, to exercise any self-help remedies (including without limitation set-off, foreclosure, repossession and sale of collateral, or other self-help enforcement of a security interest), or to bring an action exclusively for provisional or ancillary remedies or injunctive or other traditionally equitable relief (including without limitation filing an interpleader action) which includes no monetary damages. You and we agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand arbitration at any time with respect to any subsequent or amended Claim filed against you or us after commencement of litigation between you and us.

Where the aggregate of all Claims by both you and us does not exceed $100,000, any expedited procedures provided in the Rules ("Expedited Procedures") shall apply and a single arbitrator shall decide the Claims. Where the aggregate of all Claims by both you and us exceeds $100,000, a panel of three arbitrators shall decide all Claims. Each arbitrator, whether or not acting under Expedited Procedures, shall be an active member in good standing of the Bar for any state in the continental United States and shall be either: (a) actively engaged in the practice of law for at least 5 years or (b) a retired judge of any federal court or any appellate state court.

You and we agree that the arbitrator(s): (a) shall limit discovery to matters directly relevant to the arbitrated dispute; (b) shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; (c) shall have authority to grant relief only with respect to Claims asserted by or against you individually; (d) shall not have any authority to require, as part of any relief granted, that you and we continue any relationship we may have under this Agreement or otherwise; and (e) shall provide a brief written explanation of the basis for the award upon the request of either party and shall make specific findings of fact and conclusions of law to support any arbitration award that exceeds $25,000. Unless inconsistent with applicable law, each party shall bear the expense of its respective attorney, expert, and witness fees, regardless of which party prevails in the arbitration. We may elect, at our sole discretion, to pay some or all of your arbitration fees and other costs. The arbitrator will decide whether we or you ultimately will be responsible for paying any fees or other costs in connection with the arbitration. Any arbitration proceedings shall be conducted in the federal judicial district of your residence or at any other place that you and we select by agreement. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.

If you or we seek to bring a joined, consolidated, or class action and if the portion of this arbitration provision that prohibits the arbitration of consolidated or class actions is deemed invalid or unenforceable, the remaining portions of this arbitration provision shall be void and unenforceable. If any portion of this arbitration provision other than the prohibition against the arbitration of joined, consolidated or class actions is deemed invalid or unenforceable, the remaining portions of this arbitration provision will remain valid and enforceable. If for any reason this arbitration provision is deemed unenforceable, and/or with respect to any dispute or matter that may be tried or adjudicated in a court of competent jurisdiction notwithstanding this arbitration provision, to the fullest extent enforceable under applicable law, YOU AND WE VOLUNTARILY AND KNOWINGLY WAIVE THE RIGHT TO HAVE A TRIAL BY JURY OF ANY AND ALL DISPUTES, CONTROVERSIES AND CLAIMS UNDER OR RELATED TO THIS AGREEMENT. This arbitration provision shall survive termination of this Agreement, and/or any of the Services, and/or the closing of any of your accounts.

  1. Entire Agreement. This Agreement constitutes the current, sole and entire agreement between you and us with respect to the Services, and any and all prior agreements with respect to the Services are superseded by this Agreement. This Agreement supplements, but does not replace, other agreements, terms and conditions governing your Service Accounts and/or any other services used by you in relation to the Service Accounts. Such other agreements, terms and conditions remain in full force and effect, and we may apply the provisions thereof to your use of the Services, as the context may require (including, but not limited to, provisions relating to the ownership of website content and other intellectual property and provisions relating to our use of your comments, suggestions, and ideas regarding our products and services, as set forth in the First Commercial Bank Website Terms of Use); provided, however, that in the event of a conflict between the terms of this Agreement and those of any other agreement, the express terms of this Agreement shall control with respect to the Services. You further acknowledge and agree that the Internet Banking Application, which you have accepted in connection with your enrollment for the Services, and any User's Guide or other instructional materials (including, without limitation, on-screen help) that we furnish in connection with providing the Services are and constitute a part of this Agreement.

  2. No Unilateral Alterations to this Agreement or any Enrollment Form by You. Neither this Agreement nor any enrollment form may in any way be altered by you without our express written agreement. Any attempt by you to alter either this Agreement or any enrollment form without our express written agreement shall be void and shall have no legal effect. You hereby agree to indemnify and hold us harmless from and against any and all claims, losses, liabilities, penalties, expenses and punitive and other damages (including without limitation reasonable attorneys' fees) directly or indirectly resulting from, relating to or arising in connection with any successful or unsuccessful attempt by you to alter either this Agreement or any enrollment form without our express written agreement. You acknowledge and agree that no practice or course of dealing between you and us, nor any oral representations or communications by you and/or any of our agents, employees or representatives, which vary the terms and conditions of this Agreement shall constitute a modification or amendment of the terms and conditions of this Agreement.
  3. Assignment. You may not assign this Agreement or any of your rights or responsibilities under this Agreement to any other party. We may assign this Agreement or any or all of our rights and/or responsibilities hereunder, or delegate any or all of such rights and responsibilities to any third party or parties.
  4. Data Recording. When you use the Services, the transaction and other information you enter may be recorded. By using the Services, you consent to such recording.
  5. Change of Terms; Electronic Disclosures. We have the right to change the terms of this Agreement (including the separate sections hereof) and/or the fees, charges, features, operational elements, and other terms and conditions applicable to the Services, at any time and from time to time in our discretion. Any changes we make will be effective as of the time we determine, with or without notice to you, provided that we will furnish you with notice of changes as required by applicable law. If you do not agree to any change or amendment relating to terms and conditions of this Agreement or the Services, you must terminate your use of the Services. By using any of the Services after any such change or amendment, you agree to that change or amendment.

    You agree that we may send change of terms notices to you, as well as any information, disclosures, and/or notices relating to the Services (including, without limitation, the Official Statements and the Other Statement Material) in electronic form, either by posting such information, disclosures, and notices in the Online Banking application at www.firstcb.net (or other applicable website) or by transmitting them, or notice of the availability thereof at the applicable website, to the e-mail address you have provided us in connection with your use of the Services. You specifically acknowledge and agree that we may periodically transmit to you by e-mail welcome notices, reminders, tips, inactivity notices, and other messages concerning the use of the Services. Subject to the terms and conditions of the Internet Banking Application that you have accepted in connection with your enrollment in the Services, you further agree and specifically confirm that we may provide you with an electronic record, via electronic messaging or delivery as provided above, of any and all disclosures and information that we are required by applicable law or regulation to provide in writing (including, without limitation, the Electronic Fund Transfer Act, as amended (15 U.S.C. 1693 et seq.), Federal Reserve Board Regulation E, as amended (12 C.F.R. 205)). You will be deemed to have received such notices or disclosures three (3) days after we post them in the Internet Banking application at www.firstcb.net (or other applicable website) or transmit them, or notice of the availably thereof at the applicable website, to your e-mail address, as applicable, whether or not you have retrieved them by that time. You acknowledge and agree that any present or future election by you to include your name in any internal database that we maintain in order to keep a record of who does not wish to receive electronic messaging, generally, shall not apply to or affect your agreement in this Agreement to receive electronic information, disclosures and/or notices relating to the Services, as provided herein. We reserve the right at any time, in our discretion, to mail or otherwise transmit to you paper copies of any information, disclosures and/or notices relating to the Services in lieu of or in addition to electronic versions thereof.

  6. New Services. We may introduce new Online Banking services from time to time. By using these new services after they become available, you agree to be bound by all terms and conditions applicable thereto.
  7. Delays. You agree that we shall not be liable for any delay in the performance or nonperformance of the Services resulting from any federal or state law, regulation or rule, the order of any court of competent jurisdiction, any Act of God, war, epidemic, strike, lockout, riot, weather conditions, equipment failure or malfunction, material shortage, electrical power disruption or shortage, communication failure or any other condition or circumstance not within our reasonable control.
  8. Applicable Law. Regardless of where you live or work or where you access the Services, this Agreement, any enrollment form, and your deposit relationship with us will be governed by the substantive laws (excluding laws of conflict) and regulations of the United States and the state in which the branch where your Service Account was established is located.
  9. Venue. Any proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the state in which the branch where your Service Account was established is located.
  10. Illegal Purposes. You agree not to use the Services for any illegal purpose or in breach of any contract or agreement by which you are bound, and you agree to comply with all applicable laws, rules, and regulations in connection with the Services. You certify that you have legal capacity to enter into this Agreement under applicable law. The Services and any application for deposit or other services at our website are solely offered to the citizens and residents of the United States of America and may not be accessed while outside the Unite States. If you choose to use the Services from locations outside the United States, you do so at your own risk.