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I Ipi�RNJiIIII procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified. 8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24 -hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. 9. Limitation of Liability. Bank's maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. 10. Incorporation of Account Documentation; Termination, The Bank's terms governing the operation of business accounts and services ( "Account Documentation ") are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank's termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer's breach of the NACHA Rules. K. Client Access 1. Service The Bank will provide a service (the "Service ") for electronic access to the Customer's account information, reports and data (collectively, "Data ") and for the electronic transmission to the Bank of messages, service requests, and payment and non - payment instructions (each an "Instruction ") and from the Bank of messages, notifications and alerts, via the online (including mobile) and host-to-host/file transfer channels. The Bank reserves the right to modify the applications and products (each an "Application ") available via the Service, upon notice to the Customer. 2. Security Procedures and Other Controls 2.1. Security Procedures. The security procedures for each channel are as set forth below, as may be modified on notice to the Customer through any medium (each, a "Security Procedure'). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Administrative Procedures (as defined in Section 2.2 below) and unilateral Bank controls shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. a. Online Channel. The Security Procedure for verifying payment Instructions issued (released) via the online channel is validation of an identification code and confidential password of an Authorized User (as defined in Section 2.4 below) and a token code generated by a Bank issued or approved security device ( "Security Device') assigned to that Authorized User; provided that the Security Procedure for verifying payment Instructions issued (released) via the mobile application is validation of the registration of the mobile device, a biometric identifier and the private swipe key of an Authorized User. b. Host- to- Host/File Transfer Channel. The Security Procedure for verifying payment Instructions issued (released) via the host -to- host/file transfer channel is authentication of a digital signature using a Signature Certificate, as set forth in Section 8 below. In addition to the Security Procedures described above, the applicable Security Procedure also includes transaction review based on various risk characteristics. The transaction reviews will be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call -back verification, may be required to complete certain transactions identified by the Bank through transaction review. The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device, or any other breach of security, including the compromise of a Certificate (as defined below). The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only by Authorized Users. 2.2. Administrative Procedures. The Bank offers numerous controls that the Customer may implement to reduce the risk of erroneous or unauthorized transactions ( "Administrative Procedures "), These procedures, which may include account and transaction limits, single machine registration and IP filtering, among others, may be supplemented and modified by the Bank from time to time. 2.3. Security Administrator Designation. The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control procedure for each Application and /or the authority to add, update or delete security keys in connection with the host -to- host /file transfer channels. The Customer agrees to notify the Bank of any change in security administrators in the manner and form designated by the Bank. Any such changes shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. PN: 1298505 DOC ID: 3 Page 34 of 39