Online Banking - Bank of America

Online Banking

Online Banking Service Agreement

Bank of America Online Banking Service Agreement: Business Services Addendum

Effective Date: August 10, 2020

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1. General Description of this Addendum What this Addendum Covers A. What this Addendum Covers B. Relation to Other Agreements C. Accepting the Agreements

2. Account Management A. Description and Fee B. Creating and Managing Users

3. Linking Accounts of Additional Businesses and Consumer Accounts 4. Direct Connect for QuickBooks? 5. Business Advantage 360

A. Relation to Other Agreements B. Description of BA 360 C. Eligibility for BA 360 D. Information from Third Parties/Service Limitations E. User Conduct F. Rights You Grant to Us G. Alerts H. Suspension or Termination I. Support Services J. Collection, Use, and Disclosure of Information and Third-Party Account Information K. Fees L. Licenses M. Not a Legal, Financial Planner or Tax Advisor N. Third Party Beneficiary 6. Direct Payments A. Description of the Direct Payments Service B. Eligibility C. Fees D. Dollar Limits 7. Payroll Services by Intuit? A. Relationship to Other Agreements B. Description of Services/Eligibility C. Eligibility D. Fees E. User Conduct F. Termination G. Support Services

1. General Description of this Addendum What this Addendum Covers

A. What this Addendum Covers This Addendum to the Bank of America Online Banking Service Agreement ("Agreement") sets forth the terms for your use of the services available exclusively to small business customers ("Business Services"), described herein. You understand that the Business Services are intended to be used for business purposes only, and not for personal, family or household purposes.

B. Relation to Other Agreements Except where modified by this Addendum, all the existing terms and conditions of the Agreement remain in effect. If there is a conflict, the terms in this Addendum will control your use of the Business Services.

C. Accepting the Agreements When you apply for, enroll in, activate, download or use any of the Business Services described in this Addendum, as may be amended from time to time, or authorize others to do so on your behalf, you agree to be bound by the terms and conditions of the Agreement and this Addendum (together, referred to in this Addendum as the "Agreements"), as each may be amended from time to time, as well as any terms and instructions that appear on a screen when enrolling in, activating or accessing the Business Services.

2. Account Management

A. Description and Fee The Account Management service allows you to establish individual account access levels (including customized access to Bill Pay) in online banking. There is a monthly fee for Account Management of $15.00, which is waived for the first three (3) calendar months after enrollment in the service. The monthly fee for Account Management is waived when you have Business Advantage Checking.

B. Creating and Managing Users You may authorize other users and control their scope of activities by designating user levels, access levels, and account settings. You may add additional users to your online banking profile and provide each with a separate Online ID and passcode. 1. User Level You may designate the user level either as "user" (also sometimes referred to as "sub-user") or "Administrator." An Administrator is a user who is able to create additional users, edit and monitor other users. An Administrator is not eligible to enroll in other Business Services or grant levels of access to other users that have not been granted to the Administrator. For each user, you can designate which account(s) the user will have access to. You may also place limits on the types of transactions for each account to which the user is granted access. For each account linked to your Online ID, except for personal investment accounts, you can designate each user's access level and account settings. 2. Access Level Access Level (also sometimes referred to as "Activity Level") means either Transactional Access, View Access or No Access. You agree that users have Transactional Access, unless otherwise specified by you or an Administrator. You agree that by granting Transactional Access (also sometimes referred to as "financial access" or "full access") to an account you will be allowing a user to transfer funds, make payments, perform account maintenance, and view account balances and activity on the account, subject to the selected account or general service settings.

View Access (also sometimes referred to as "inquiry access" or "basic access") allows a user to only view account balances and activity, subject to the selected account or general service settings.

3. Account Settings

Account settings are levels of access and transactional limits that you and/or an Administrator may select for each user.

In addition to specifying Transactional, View, or No Access for a user of an account, you can also specify certain other account settings, including transaction limitations as provided on our web site. You may also designate certain "general service settings," which are global settings that may affect more than one account. These include Full Access Bill Pay, Payroll Services and Direct Payments.

There are additional controls available for the Bill Pay option. If you select to enable Full Access for a user, that user will automatically have Transactional Access to all the accounts that you have set up for Bill Pay, and the user will be able to pay bills using the Bill Pay feature and set up new payees. You may, however, designate Limited Access for a user of Bill Pay, which will permit the user to have Transactional Access for specific accounts and existing payees only. For the Bill Pay functionality, you may limit a user to use only certain specified accounts. For users of the Payroll Services and Direct Payments, only Transactional Access is available.

In addition to designating general service settings, you can also provide additional account settings on certain eligible accounts, such as allowing a user to view statements, view check images or make transfers for the selected accounts. Any user to whom you have given transfer ability will be able to see the last name and last 4 digits of the account number for all transfer recipients created by you, an Administrator or any other user, even those that the user did not initiate.

4. Notice Requirements

You are obligated to inform Bank of America of any changes to the person(s) authorized on the signature card for each linked account to designate signers and/or users for each such account. Such notice must be given separately from any other notices given to other Bank departments or financial centers by calling us at 1.888.business (287.4637).

You may also write us at:

Bank of America FL1-300-03-15 P.O. Box 25118 Tampa, FL 33622-5118

You are responsible for (and we will have no liability to you for) any unauthorized payments, transfers, or other transactions performed on any account linked to this service that are made by a designated user or Administrator using the passcodes you or an Administrator assign and that occur before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice.

3. Linking Accounts of Additional Businesses and Consumer Accounts

If you are authorized to enter into an agreement for a Business Service for another business, and if you want to link the accounts of the other business to the accounts covered by the agreement in online banking, you will need to agree separately to the Agreements for each other business. Upon doing so, you may link the accounts of the businesses so that you may elect, at your risk and that of the businesses, but not of the Bank, to use a common Online ID and passcode to access all linked accounts in online banking. You should do this only if you are authorized to link the accounts of the different business and to use all the functions of online banking for each business.

You may also link an eligible Bank of America consumer account to the accounts covered by the Agreements in online banking. You may link eligible accounts only if you are the owner of the business account and the consumer account. If you link your business accounts to your consumer accounts, you agree and understand that the owner Online ID provides the ability to view and/or perform transactions with linked consumer accounts.

You are obligated to inform Bank of America if your authority over any linked account decreases. The Bank is not liable if your authority over any account decreases until it is informed of the change in authority using the Notice Requirements in Section 2 of the Addendum above.

4. Direct Connect for QuickBooks?

You may also access your account information directly through QuickBooks? software. You are responsible for separately purchasing QuickBooks, and the Bank makes no warranties nor accepts any liability for such software. QuickBooks and the QuickBooks logo are registered trademarks of Intuit, Inc., used under license. Bank of America does not deliver and is not responsible for the products, services or performance of Intuit, Inc.

Bank of America and/or its affiliates or service providers may receive compensation from third parties for clients' use of their services.

5. Business Advantage 360

A. Relation to Other Agreements

You may use Business Advantage 360 ("BA 360") to access services offered by Bank of America, its affiliates or third parties not affiliated with Bank of America. You agree that when you use BA 360 to access services operated by third parties, in addition to the terms and conditions in the Agreements and other applicable agreements described in this Addendum, you will be subject to any terms and conditions established by those third parties, and that this Section does not amend any of those terms and conditions. You agree that only the third parties are responsible for services they provide, and if you have any problems with the third parties, you should contact them directly.

B. Description of BA 360

BA 360 is a cash flow dashboard that allows you to consolidate and view your financial information. BA 360 also uses proprietary technology to allow you to retrieve and view information maintained by third parties with which you have customer relationships, maintain accounts or engage in financial transactions ("Third-Party Account Information"). In the future, we may remove or add new functionalities.

C. Eligibility for BA 360

To be eligible for BA 360, you must be an owner of an open Bank of America business deposit account and have access to your account through online banking.

D. Information from Third Parties/Service Limitations

You may use BA 360 to direct Bank of America to retrieve Third-Party Account Information maintained by third parties. Bank of America works with one or more third party service providers to provide you with access to this Third-Party Account Information using third-party software applications ("Apps"). Bank of America does not review the Third-Party Account Information for accuracy, legality, or non-infringement. Bank of America is not responsible for the ThirdParty Account Information or services offered by third parties.

We cannot always foresee or anticipate technical or other difficulties. These difficulties may result in loss of data, loss of customized settings or other service interruptions. We do not assume responsibility for the timeliness, accuracy, deletion, mis-delivery or failure to store any user data, communications or customized settings. For example, information displayed through BA 360 may be more up-to-date when obtained directly from relevant third-party web sites. You agree that we are not liable for any errors or delays in the content, or for any actions taken in reliance thereon.

BA 360 provides links to selected third party web sites for your convenience only. The third party you select is solely responsible for its services to you. We are not liable for any damages or costs of any type arising out of or in any way connected with your use of the services of a third party. We retain the right (not the obligation) at our sole discretion to prevent access to any web site from BA 360.

E. User Conduct

1. You represent and agree that BA 360 will be used only by you or other individuals you authorize to use BA 360 on your behalf, and that you will be responsible for ensuring that each individual you authorize to use BA 360 complies with the terms and conditions of the Agreements. You further agree that you will be liable for the acts and omissions of any individual authorized by you to use BA 360.

2. You represent that you are a legal owner of the Third-Party Account Information maintained by a third party that you designate and that you or any user you authorize has the authority to (i) designate us as your agent, (ii) use BA 360 and (iii) give us all other information you provide.

3. You represent and agree that you and any user you authorize will use BA 360 only for lawful purposes and in compliance with all applicable rules, laws and regulations, and with our reasonable instructions, rules, and specifications, and will not violate any law of any country or the intellectual property rights of any third party.

4. You represent and agree that you and any user you authorize will: (i) not interfere with or disrupt computer networks connected to BA 360; (ii) not interfere with or disrupt the use of BA 360 by any other user; (iii) access the information and content manually by request and not programmatically by macro or other automated means; and (iv) not use BA 360 in such a manner as to gain unauthorized entry or access to computer systems.

5. You represent and agree that all information you or any user you authorize provide to us in connection with BA 360 is accurate, current and complete, and that you or any user you authorize have the right to provide such information to us for the purpose of operating BA 360.

6. You represent and agree that you and any user you authorize will not misrepresent your identity or your information, including but not limited to Third-Party Account Information.

7. You represent and agree that you and any user you authorize will keep your information, including but not limited to Third-Party Account Information, up-todate and accurate.

F. Rights You Grant to Us

When you use BA 360 to access Third-Party Account Information maintained by a third party, you agree to the following:

1. You authorize Bank of America and its service providers to use and store information submitted by you that is needed to access those third-party web sites you have designated to retrieve Third-Party Account Information on your behalf, and you appoint us as your agent for this limited purpose. In addition, you hereby grant Bank of America and its providers as your true and lawful attorney-in-fact, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party web sites, retrieve Third-Party Account Information, and use your information, for the purpose of operating BA 360, with full power and authority to do and perform each thing necessary in connection with such activities as you could do in person.

2. YOU AGREE AND ACKNOWLEDGE THAT WHEN WE ACCESS AND RETRIEVE INFORMATION FROM THE THIRD-PARTY WEB SITE, WE ACT AS YOUR AGENTS, AND NOT AS AGENTS FOR OR ON BEHALF OF THE THIRD PARTY.

3. You acknowledge that BA 360 does not have the capability to initiate transactions affecting your Third-Party Account Information or provide notices or instructions affecting such Third-Party Account Information. When you access a third-party web site through BA 360, you open a new browser window to directly connect you to the third-party web site and submit information you have designated to allow further access to that web site. Transactions and inquiries you initiate at such a web site are not made through BA 360, and we have no responsibility for such transactions. You are responsible for all fees charged by the third party in connection with the third party's services, and you agree to comply with the terms and conditions of those third-party services. If you have a dispute or question about any Third-Party Account Information, you agree to direct these to the third party.

4. Third parties shall be entitled to rely on the above authorizations, agency and power of attorney granted by you. 5. You acknowledge that Bank of America and/or its affiliates or service providers may receive compensation from third parties in connection with third party

services accessible through BA 360. BA 360 is not sponsored or endorsed by any providers of the third-party services you access through BA 360.

G. Alerts

Automatic alerts are provided within the BA 360 dashboard in Online and Mobile Banking, and are viewable by selecting the alert bell at the top of the dashboard.

We provide alerts if:

Any of the account(s) projected balance(s) are projected to: Reduce the account balance to: (i) $0 or below; or (ii) below the threshold identified by you; or

A projected transaction you enter manually is scheduled to roll off the projected balance H. Suspension or Termination

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We reserve the right to change, terminate or suspend BA 360, or your use of BA 360 (either entirely or only with respect to a particular App, at any time for any reason or no reason with or without advance notice to you.

You may terminate access to any App at any time in accordance with the terms and conditions specified by the relevant third-party provider of the App.

You acknowledge that certain Apps integrate or communicate with other Apps and BA 360, and that by suspending or terminating access to an App, such integration or communication may be interrupted, degraded or permanently disabled. You further acknowledge that we have no obligation to notify you of the consequences of suspending or terminating access to an App, nor will we have any liability to you for any damages, liabilities, losses (including any loss of data or profits) or any other consequences you may suffer as a result of suspension or termination of access to any App. You agree that we will not be liable to your or any third party for any modification or discontinuance of BA 360.

I. Support Services

You acknowledge that we have no responsibility for any maintenance or support of any App. Any problems with an App are the sole responsibility of the App Provider.

Bank of America provides customer support specifically for BA 360 by telephone at 866-758-5972. You can also ask a question from within the Bank of America web site clicking "Help" at the bottom of any page, then clicking "Ask a Question" at the top of the page.

J. Collection, Use, and Disclosure of Information and Third-Party Account Information

By using BA 360, you acknowledge and agree to provide Bank of America information concerning you, your business, your financial accounts, and your employees (the "Information"). You may also choose to provide Bank of America with Third-Party Account Information, as explained above in the section "Information from Third Parties/Service Limitations". Where required by data protection laws, your agreements with Bank of America, or other applicable legal requirements, you represent that you have provided notices and obtained consents from every third party with whom you transact or whose data is accessible through your accounts.

You further acknowledge and agree that Bank of America may use third party service providers to assist in the performance of BA 360 as it deems necessary and at its sole discretion. Your use of BA 360 constitutes your agreement that Bank of America and its service providers may collect, process, use, and store Information and Third-Party Account Information as described in this Addendum.

You further acknowledge and agree that Bank of America and its service providers will use your Information and Third-Party Account Information to provide the Service. You also agree that we or our service providers may process Information and Third-Party Account Information to de-identify or aggregate it so that neither you, any user you authorize, nor your business are identifiable from such resultant data. We may use or disclose such data for any lawful purpose without further notice to you, including for statistical analysis, sharing with third parties (including in exchange for payment or other commercial benefit), benchmarking, publication, and for the display through widgets or Apps to any user of BA 360 (including users unrelated to you).

K. Fees

You may be assessed a fee for access to or use of certain aspects of BA 360. We will notify you in advance of assessing such a fee.

L. Licenses

1. License to Use BA 360

You acknowledge that all intellectual property rights (including copyright, trademarks and patents) associated with BA 360 are owned by us or our licensees. We grant to you a non-transferable and non-exclusive license to use BA 360 in accordance with this Addendum.

You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any aspect of BA 360 technology.

You acknowledge that BA 360 is supplied on a software-as-a-service basis, and nothing in this Addendum grants to you any right to receive a copy of any of the software comprising BA 360, except and only to the extent implied by the means of access to BA 360 provided by us (for example, through a web browser accessing the web site, portal or a mobile device app for use of BA 360).

Other than as explicitly stated in this clause, the terms and conditions of this Addendum do not grant to you any right to distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or part of BA 360 or any rights granted by the terms and conditions of this Addendum to any other person.

2. License/Terms and Conditions for Apps

Each App is licensed in accordance with the terms and conditions specified by the relevant third-party provider. Neither we nor any service provider that assists us with providing BA 360 to you has any liability or responsibility to you or any third party in connection with any breach or alleged breach, claim or action arising from any such terms and conditions or the use of an App.

3. License to Information and Third-Party Account Information

To the extent any intellectual property rights are vested in any Third-Party Account Information or Information, you agree to grant to us a perpetual, irrevocable, royalty free, sub-licensable, transferable license to use, reproduce, modify and adapt the Information for the purpose of supplying BA 360 to you.

M. Not a Legal, Financial Planner or Tax Advisor

Neither Bank of America nor BA 360 are intended to provide legal, financial or tax advice. You should consult with your own legal, tax or financial advisors, as appropriate.

N. Third Party Beneficiary

You agree that any service provider that assists us with providing BA 360 to you may rely upon your authorization and grant of a limited power of attorney, the disclaimer of warranties, and the limitation of liability sections in this Addendum, above, and such providers are, for the purposes of those sections, third party beneficiaries to this agreement, with the power to enforce those provisions as applicable.

6. Direct Payments

A. Description of the Direct Payments Service

The Direct Payments Service, which is not open for new enrollment, allows you to transfer funds from your small business checking account at Bank of America to an individual's or vendor's account at another financial institution when delivery of funds by a specific date is critical.

B. Eligibility You must have a Bank of America small business deposit account and be enrolled in online banking to use the Direct Payments Service.

C. Fees

1. Monthly Fee: There is a monthly fee of $10 for the Direct Payments service, which is waived for the first 3 calendar months after enrollment in the service. This $10 monthly fee covers the first 20 3-Business Day payments scheduled for a calendar month. The total monthly fee will be charged to your primary service charge account on or about the fifth business day of the following month beginning the fifth calendar month after you've enrolled in the service.

2. Transfer Fees Three-Business-Day Domestic ACH transfers: Funds will be debited from your Bank of America account on the business day you direct us to initiate processing of the transfer, and typically will be credited to the receiving account on the third business day after the transfer is initiated.

Total Number of Three-BusinessDay Direct Payments During Calendar Month

Up to 20

21-25

26-30

31-35

36-40

41+ in groups of 5

Additional Fee for more than 20

$0

Three-Business-Day Direct

Payments

$2

$4

$6

$8

$2 each additional

group

Next-Business-Day ACH transfers: There is a fee of $10 for each Next-Business-Day transfer to an individual or vendor. Same-Business-Day Domestic Wire transfers: For Same-Business-Day domestic (U.S.) transfers, the fee is $25.

Same-Business-Day International Wire transfers: For international payments, there is no wire transfer fee for payments sent in foreign currency and $40 for payments sent in U.S. dollars. International payments may be subject to additional fees charged by intermediary, receiving and beneficiary banks.

D. Dollar Limits

Direct Payment transfers are subject to a $7,500 limit per 24-hour period. You may be eligible for higher limits if you enroll in SafePass. Learn more about SafePass.

All transfers are subject to internal review by Bank of America based on to and from accounts, the amount of the transaction, your relationship with Bank of America, a successful fraud screening and such other factors that Bank of America may determine to apply from time to time. In the event we determine that there are risks associated with a transfer, we may delay or cancel the transfer and notify you, or direct you to contact us to provide additional details on the transfer before it is initiated or funds are released.

Any transfer initiated on a day that is not a business day begins processing on the following business day and counts toward the applicable dollar limit for the next business day.

7. Payroll Services by Intuit?

A. Relationship to Other Agreements

You agree that when you use online banking to access optional web-based payroll processing services from third-party provider Intuit? (referred to in this section as "Payroll Services"), in addition to the terms and conditions in the Agreements and other applicable agreements described in this Addendum, you will be subject to any terms and conditions established by Intuit, and that this Section does not amend any of those terms and conditions. You also agree that only Intuit? is responsible for the services it provides, and if you have any problems with Intuit? services, you should contact Intuit? directly.

B. Description of Services/Eligibility

In online banking, we provide a link that you may use to navigate to the Intuit web site to access Payroll Services. This will enable you to simultaneously work in both sessions as permitted by the applicable service agreements; however, there will be no download or transfer of your account information or data from the Bank of America website to the Intuit website except as described herein. When you navigate from the Bank of America site to the Intuit web site you hereby authorize us to transmit to Intuit the necessary identification and security information concerning you and your authorized users.

The Payroll Services include self-service options ("Intuit? Online Payroll") and expert help ("Intuit Full Service Payroll?"). There are two levels of Intuit? Online Payroll self-service options: Basic and Enhanced. Basic supports direct deposit. Enhanced supports direct deposit, and also provides state and multistate tax service. In the future, we may remove or add new Payroll Services by Intuit?.

The Payroll Services are products of Intuit Inc. You must go to the Intuit website to enroll in and use the Payroll Services. Bank of America is not responsible for the products or the performance of Intuit Inc. Intuit and the Intuit Logo are registered trademarks of Intuit Inc., used under license.

Bank of America provides access to Intuit? Payroll Services in online banking for your convenience only. Intuit? is solely responsible for its services to you. We are not liable for any damages or costs of any type arising out of or in any way connected with your use of the services of Intuit?. We retain the right (not the obligation) at our sole discretion to prevent access to any web site from online banking.

You acknowledge that Bank of America and/or its affiliates or service providers may receive compensation from third parties in connection with third party services accessible through online banking. Online banking is not sponsored or endorsed by any providers of the third-party services you access through online banking.

C. Eligibility

To be eligible to access the Payroll Services from online banking, you must have an open Bank of America small business checking account.

D. Fees

For up-to-date information on fees charged by Intuit? for the Payroll Services, please visit Intuit's website.

E. User Conduct

1. You represent and agree that the Payroll Services will be accessed in online banking only by you or other individuals you authorize to use online banking on your behalf, and that you will be responsible for ensuring that each individual you authorize to use online banking complies with the terms and conditions of the Agreements. You further agree that you will be liable for the acts and omissions of any individual authorized by you to use online banking.

2. You represent that you are a legal owner of the information maintained by Intuit? that you access in online banking and that you or any user you authorize has the authority to (i) designate us as your agent, (ii) access the Payroll Services and (iii) give us all other information you provide.

3. You represent and agree that you and any user you authorize will use the Payroll Services only for lawful purposes and in compliance with all applicable rules, laws and regulations, and with our reasonable instructions, rules, and specifications, and will not violate any law of any country or the intellectual property rights of any third party.

4. You represent and agree that you and any user you authorize will: (i) not interfere with or disrupt computer networks connected to online banking; (ii) not interfere with or disrupt the use of online banking by any other user; (iii) access the information and content manually by request and not programmatically by macro or other automated means; and (iv) not use online banking in such a manner as to gain unauthorized entry or access to computer systems.

F. Termination

We reserve the right to change, terminate or suspend your access to the Payroll Services through online banking at any time for any reason or no reason with or without advance notice to you.

You may terminate your enrollment in the Payroll Services at any time in accordance with the terms and conditions specified by Intuit?.

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