People's eTreasury+ Agreement 1. What This Agreement Covers. This agreement governs use of People's eTreasury+ Service (the "Service") offered by People’s United Bank. The Service enables business customers to access account information and to initiate certain transactions using the Internet. More specifically, business customers can: Access: Daily Balance Information and Transaction Information ­ Each day you will be able to access People's eTreasury+ and receive summary account information and transaction information. Summary and transaction information as listed below will be available from People's eTreasury+ for the previous business calendar­day and current business day or any specified day or specified range up to 90 days: Ledger Balance Collected Balance 1­2 Day Float Individual Debits and Credits Total Debits and Credits Initiate: Internal transfers between your People’s United Bank Business DDA Accounts and Savings Accounts; Automated Clearing House transactions including direct deposit of payroll, vendor payments, cash concentration, direct recurring debits, and credits for federal and state tax payments (NOTE: THE ACH SERVICE IS SUBJECT TO A SEPARATE AGREEMENT); and Domestic and International Wire Transfers (NOTE: WIRE SERVICES ARE SUBJECT TO A SEPARATE AGREEMENT ) and Wire Activity Reporting Services Stop Payments; and. Send: Send email to the Commercial Services Department representatives through eTreasury+ under Maintenance in the Main Menu. In this Agreement "you" means any business customer or business entity, including sole proprietors, partnerships, corporations, limited liability companies, municipalities, and any other business entities, which use the Service. 2. Use of Service Constitutes Acceptance Of This Agreement. You may not use the Service unless you agree to these terms and conditions. Your use of the Service OR THE USE OF IT BY ANYONE WHO USES A CUSTOMER ID, USER ID, PASSWORD AND PASSCODE GENERATED BY THE DIGITAL PASSWORD DEVICE ASSOCIATED WITH YOUR ACCOUNT MEANS THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT. BEFORE USING THE SERVICE READ THIS AGREEMENT THOROUGHLY AND PRINT A COPY OF IT FOR YOUR REFERENCE. 3. What This Agreement Does Not Cover. This Agreement applies only to People's eTreasury+. It does not apply to other means of accessing your accounts and initiating transaction such as by use of a People's Debit or ATM card and electronic funds transfers through a means other than the Internet. Refer to the agreements and
documentation for those products and services, as well as to your Deposit Agreements and Debit Card and Credit Agreements for the terms and conditions relating to other means of accessing account information and initiating transactions. 4. Relationship to Other Agreements. This Agreement is in addition to the deposit account agreement or other agreement(s) you have with us relating to your deposit accounts, including required disclosures (together, the "Deposit Agreement(s)"). If your Deposit Agreement is silent regarding access to or use of your account via the Internet, your Deposit Agreement is hereby modified by this Agreement. If there is a conflict between the provisions of the Deposit Agreement and the provisions of this Agreement, the provisions of this Agreement shall control. Certain of the services provided within People's eTreasury+ such as initiating ACH transactions and Wire Transfers are subject to special terms and conditions that are spelled out in separate agreements relating to those services. Use of services that are governed by additional agreements means you agree to be bound by those additional agreements. If there is a conflict between the terms of this agreement and the terms of the wire transfer agreement or ACH agreement, then, to the extent required by applicable state or federal law, the terms of the wire transfer or ACH agreement as the case may be shall control; otherwise this agreement shall control. 5. What You Need To Use The Service (a) Account Requirements. You must have at least one checking account with us, and the Customer ID, User ID, Password and Digital Password Device assigned to it. (b) Wire Transfer Requirements To use the wire transfer feature, you must have executed and delivered to us a Wire Transfer Agreement. Requests for access to Wire Transfer Services and the Wire Transfer Agreements should be directed to the Commercial Services Department at 1­866­831­5717. (c) ACH Requirements Before initiating ACH transactions, you must: 1. Apply for approval to initiate ACH transactions. To apply for approval contact the Commercial Services Department at 1­866­831­5717. 2. Submit to us a list of “Authorized Accounts” as defined below, including, at our request such documentation as we deem necessary to establish that that an account you list as an authorized account is in fact an authorized account as defined herein; and 3. If approved, execute and deliver to us an ACH Agreement. YOU MAY NOT INITIATE AN ACH TRANSACTION UNLESS THE OFFSETTING ACCOUNT IS AN AUTHORIZED ACCOUNT. AN OFFSETTING ACCOUNT IS THE ACCOUNT FROM WHICH FUNDS ARE TAKEN TO INITIATE AN ACH TRANSACTION. AN AUTHORIZED ACCOUNT IS ONE THAT YOU OWN OR ONE THAT YOU ARE OTHERWISE LEGALLAY AUTHORIZED TO USE IN CONNECTION WITH THE SPECIFIC ACH TRANSACTION YOU INITIATE. YOU MUST SUBMIT TO PEOPLE'S UNITED BANK'S COMMERCIAL SERVICES DEPARTMENT A LIST OF ALL AUTHORIZED ACCOUNTS FOR ACH
ORIGINATION PURPOSES, AND AT PEOPLE’S UNITED’S REQUEST PROVIDE SUCH DOCUMENTATION AS PEOPLE’S DEEMS NECESSARY TO ESTABLISH THAT THAT AN ACCOUNT YOU LIST AS AN AUTHORIZED ACCOUNT IS IN FACT AN AUTHORIZED ACCOUNT AS DEFINED HEREIN. YOU MUST UPDATE THE LIST OF AUTHORIZED ACCOUNTS WHEN YOU WISH TO ADD OR DELETE ACCOUNT FROM THE LIST. IF YOU WISH TO INITIATE AN ACH TRANSACTION INVOLVING AN OFFSETTING ACCOUNT THAT IS NOT AUTHORIZED, YOU MAY NOT DO SO UNLESS AND UNTIL YOU CONTACT THE COMMERCIAL SERVICES DEPARTMENT AND REQUEST AND RECEIVE PERMISSION. IF YOU ARE UNSURE WHAT AN OFFSETTING ACCOUNT IS OR WHETHER AN OFFSETTING ACCOUNT IS AUTHORIZED, CONTACT THE COMMERCIAL SERVICES DEPARTMENT BEFORE INITIATING THE TRANSACTION. THE TOLL FREE NUMBER OF THE COMMERCIAL SERVICES DEPARTMENT IS 1­866­831­ 5617. (d) System Requirements Personal Computer with internet access ­ PLEASE NOTE: As of the time this Agreement was prepared the following browsers are compatible with the eTreasury system: Internet Explorer versions 6.0 (service pack 1), Internet Explorer 6.0 (service pack 2), Internet Explorer 7.0 Fire fox versions 1.0 and 1.5. WARNING: DO NOT USE A BROWSER OTHER THAN ONE LISTED HERE AND DO NOT UPGRADE TO HIGHER VERSION THAN LISTED WITHOUT FIRST CHECKING WITH THE COMMERCIAL SERVICES DEPARTMENT TO FIND OUT IF THE VERSION YOU WANT TO UPGRADE TO IS SUPPORTED BY THE ETREASURY SYSTEM. A printer (Not required, but recommended) The equipment you use to access the Service ­ computer hardware, software, telecommunications (telephone line, cable, DSL, wireless) and Internet Service Provider (hereinafter referred to collectively as "Your Equipment") ­ is your sole responsibility. Different browsers and browser versions do not work identically, and in some cases can cause aberrations in product functioning. We are not responsible for any problems relating to your browser or to Your Equipment. We are not responsible for any computer virus or related problems that may be associated with the use of the Service. You are responsible for all charges by any Internet Service Provider, telephone and other telecommunication charges incurred for the use of the Service. 6. Our Right To Limit Frequency and Dollar Amount of Transaction. For security and other reasons, we may limit the frequency and dollar amount of transactions from your account. 7. Cutoff Time For Wire Transfer and ACH Transactions (a) The cut­off time for entering instructions for an ACH transaction is 4:00 PM EST. No ACH transactions can be processed with a current day settlement date. (b) The cut­off time for entering a domestic or US Dollar International wire transfer will be 4:30 PM EST. © The cut­off time for entering a Foreign Exchange (FX) Wire will be 3:00PM EST (c) The cut­off time for entering internal transfers for same day processing is 2:00 PM EST. (d) ACH transactions or internal transfers not received by their respective cutoff times will be processed on the next business day. People’s United Bank will not accept post dated wire transfers. All wire must be entered before the respective cutoff times. POST DATED TRANSFERS WILL NOT BE PROCESSED. THEY WILL BE VOIDED.
8. Using The Service For The First Time. The first time you log into People's eTreasury+ you will be required to enter a Customer ID User ID, Password and to enter the password generated by the Digital Password Device. 9. Security (a) Customer ID, User IDs, Passwords, Digital Password Devices and Your Liability In order to access the Service, one must use a Customer ID, User ID, Password and Digital Password Device. A unique User ID, Password and Digital Password Device is given to each person you authorize to act on your behalf. Therefore, there could be multiple User Ids with Passwords, and Digital Password Devices that grant access to the Service on your behalf. You agree that you are liable for every transaction and all activity initiated through the use of a User ID, Password, or Digital Password Device associated with your account(s) even if the person initiating such transactions or activity is not authorized to do so. All persons who use User Ids, Passwords, or Digital Password Devices associated with your account(s) will be deemed authorized users on your accounts even if they are not listed as authorized signers on the most recent signature cards on file with us. YOU WILL BE LIABLE FOR THE CONSEQUENCES, INCLUDING LOSS OF FUNDS, FOR A LOST OR STOLEN USER ID, PASSWORD OR DIGITAL PASSWORD DEVICE UNTIL YOU HAVE GIVEN THE NOTICE REQUIRED HEREUNDER AND THE BANK HAS HAD A REASONABLE OPPORTUNITY TO LOCK ELECTRONIC ACCESS TO YOUR ACCOUNTS. TO GIVE NOTICE OF A LOST OR STOLEN USER ID PASSWORD, OR DIGITAL PASSWORD DEVICE, CALL A COMMERCIAL SERVICES DEPARTMENT REPRESENTATIVE DURING NORMAL BUSINESS HOURS MONDAY THROUGH FRIDAY, AT 1­866­831­5717. WITHIN A REASONABLE TIME AFTER RECEIVING NOTICE, THE COMMERCIAL SERVICES REPRESENTATIVE WILL LOCK YOUR ACCOUNTS AND ISSUE A NEW USER ID, PASSWORD, AND DIGITAL PASSWORD DEVICE, PASSWORD (b) Safeguarding Customer IDs, User IDs, Password, and Digital Password Devices. You agree to keep all Customer IDs, User IDs, Passwords, and Digital Password Devices confidential (in a secure location and separate from the computer used to access the Service) to prevent unauthorized access to and use of your accounts via the Service. (c) Lost or Stolen Customer ID, User ID, Password, or Digital Password Device or Unauthorized Transactions If you believe that your Customer ID, User ID(s), Password or Digital Password Device(s) have been lost or stolen or that someone transferred or may transfer money into or from your account without your permission, contact us immediately: Telephone us at: 1­866­831­5717. (d) Changing Password You may change a Password associated with your account at any time through the maintenance function on the main menu of People's eTreasury. (e) Our Right to Revoke/Cancel Password We may cancel or revoke your User ID, Password, and Digital Password Device(s) and block access to People's eTreasury+ at any time without advance notice to assist us in maintaining the security of your accounts and the security of the Service. The Customer ID, User ID, Password, and Digital Password Device are used together to identify authorized users of People's eTreasury+. WE ARE ENTITLED TO RELY ON AND TO ACT ON ANY INSTRUCTIONS WE RECEIVE UNDER CUSTOMER IDS, USER IDS, AND PASSWORDS AND DIGITAL
PASSWORD DEVICE(S) ASSOCIATED WITH YOUR ACCOUNT. You therefore agree to notify us immediately if the secrecy of your Customer ID, User ID, Password or Digital Password Device is compromised and you also agree not to reveal your Customer ID, User ID your Password or to give your Digital Password Device to any person not authorized by you to use your People's eTreasury+ Service. If you believe that the secrecy of your Customer ID, User ID, Password or possession of your Digital Password Device has been compromised, you should call us during normal business hours at 1­866­831­5717. We further recommend that whenever a person is no longer authorized to use the Service, you contact the Commercial Services Department at 1­866­831­ 5717 and return the Digital Password Device. People’s United Bank will lock inactive user ID’s if they have not accessed the system in 90 days. Users will be deleted if they have not accessed the system in 120 days. If all Users have been removed from a Customer ID for inactivity, the Customer ID will be removed from the system and all databases and accounts will be deleted. from the eTreasury+ System. 10. Documentation and Devices Relating to The Service. We will deliver all documents, correspondence and Digital Password Devices relating to your account to your authorized users at your business address. Customer ID’s, User ID’s and Passwords will be delivered through an encrypted e­mail message to an authorized user on the account(s). Digital Password Devices will be delivered through People’s United Bank delivery service. All other notices, documents and correspondence respecting People's eTreasury+ (collectively the "Documentation"), including without limitation, any changes or supplements to this Agreement shall be delivered to your business address. We may, in some cases, deliver certain documentation and correspondence electronically through e­mail. If the accounts of more than one business entity are available through People's eTreasury+, the delivery of the Documentation to any one entity shall be deemed to be delivery of the Documentation to all entities. You agree that no Security Administrator shall be required pursuant to this Agreement. 11. Authorization To Use Digital Password Device. The Digital Password Device is for use only with your accounts that are subject to this Agreement. You may not use the Digital Password Device for any other purpose. You may not use the Digital Password Device for any unlawful purpose. You may not give a Digital Password Device or permitted one to be given to any person not authorized to act on your behalf. 12. Periodic Statements. Your monthly checking account statements for your accounts (see your Deposit Agreement) will include any internal transfers, wire transfers or ACH Transactions you initiated using People's eTreasury+ services, as well as your other account activity. 13. Business Days and Hours of Operation. For the purposes of this Agreement, our business days include every day other than Saturday, Sunday, Bank holidays or the federal holidays. People's eTreasury+ will only process transfers on business days although you may use your computer for People's eTreasury+, seven days a week, except during any special maintenance periods. 14. Electronic Payments. With respect to electronic payments, if you identify payee both by name and by a unique identifier (e.g., account number, ABA number) we, and any other bank participating in the funds transfer, may rely solely on the unique identifier. 15. Stop Payment. In order to stop payment, you must give People's notice of your request for a stop payment in time for People's to act. People's requires a reasonable amount of time to place the order into effect before the transaction is completed. Stop payment orders are subject to Connecticut General Statute section 42a­4­403 which provides as follows: Sec. 42a­4­403. Customer's right to stop payment. Burden of proof of loss. (a) A customer or any person authorized to draw on the account if there is more than one person may stop
payment of any item drawn on the customer's account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item described in section 42a­4­303. If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account. (b) A stop­payment order is effective for six months, but it lapses after fourteen calendar days if the original order was oral and was not confirmed in writing within that period. A stop­payment order may be renewed for additional six­month periods by a writing given to the bank within a period during which the stop­payment order is effective. (c) The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop­ payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop­payment order may include damages for dishonor of subsequent items under section 42a­4­402. 16. Electronic Mail (E­Mail). We will try to respond to all People's eTreasury+ email messages within two business days after the date they are received. For the purposes of this Agreement, our business days include every day other than Saturday, Sunday, or holidays or any day on which the bank is closed or services are interrupted for any reason. 17. Amendment of this Agreement. We may at any time (in accordance with applicable laws and regulations) amend this Agreement. We will send you notice to the extent required by law, of any changes that we make in the terms of this Agreement. People's eTreasury+ and your accounts will be governed by the Agreement as amended. 18. Assignment. We may assign our rights and delegate our duties under this Agreement to a company affiliated with us or to any other party. You may not assign your rights under this Agreement without our prior, written consent which we may grant or withhold in the exercise of our sole discretion. 19. Termination. This Agreement and your ability to use any or all of People's eTreasury+ may be terminated at any time by us or you upon giving notice of the termination to the other party. If you terminate People's eTreasury+, you authorize us to continue making transfers you have previously authorized until such time as we have had a reasonable opportunity to act upon your termination notice. It is your obligation to cancel any future­dated payments or transfers until we act upon your termination request. Once we have acted upon your termination notice, we will make no further transfers from your accounts unless they have been previously released with a future dated effective date. We reserve the right to suspend or terminate your service without prior notice if you have not accessed your People's eTreasury+ for a period of three (3) consecutive months or for any other reason. To terminate the People's eTreasury+, you must notify us in any one of the following ways: by sending us an e­mail through People's eTreasury+ Bank Messaging, by calling us at the appropriate phone number 1­866­831­5717, or by writing us at the proper address: People’s United Bank Commercial Services Department 850 Main Street Bridgeport, CT 06601 20. Severability. If any provision of this Agreement is held invalid, illegal, void or unenforceable by any rule or law, administrative order or judicial decision, all other provisions of the Agreement shall remain in full force. 21. Governing Law/Venue/Partial Invalidity. This Agreement and all services offered by us will be governed by federal law and by applicable state law without
reference to principles of conflict of laws. Applicable state law shall govern only to the extent not superseded by federal laws, rules, or regulations. The applicable state law will be the law of the state where the account was opened. If your account is not opened in person and if we have a deposit taking branch in the state of your residence, the law of the state of your residence shall govern, otherwise the law of the state of our home office, currently located in Bridgeport, CT, shall govern. This Agreement will be enforced in the courts of the state whose laws apply to the Agreement, to the extent not superseded, and you consent and agree to the jurisdiction of those courts. You agree to bring any action or legal proceeding arising out of or connected with this Agreement in the county where your account is located. If the law or some other reason does not permit all of the terms of this Agreement to be enforced, the ones that are not permitted will be voided. At our option, the balance of this Agreement will still be in effect. 22. Your Liability. You are responsible for all transactions relating to your business accounts and other accounts using Customer ID, User IDs, Passwords and Digital Password Devices associated with your accounts whether or not the person using them is authorized to use do so. You agree to defend, indemnify and hold us harmless from any loss suffered or liability incurred by us in, or arising from, our execution of any transaction relating to your business accounts and consumer accounts linked thereto, provided a Customer ID, User ID, Password and Digital Password Device associated with your account is used to initiate the transaction. 23. Limitation On Our Liability. Our obligations hereunder are limited to receiving and executing, as applicable, your transfers in accordance with the terms of this Agreement. If we improperly effect or fail to effect a directed transfer in accordance with the terms of an accepted instruction, we shall reimburse amounts improperly debited from your accounts, only if and to the extent such reimbursement is required under applicable law, with such interest and incidental expenses as is required by applicable law, within a commercially reasonable time after you notify us of any such error, provided we have verification of the occurrence of such error. We shall have no liability for erroneous instructions given by you or through use of a Customer ID, User ID or Password and Digital Password Device associated with your accounts. We shall have no liability if instructions sent by e­mail are intercepted or are not received by us in time. We have no obligation or liability for any loss or expense which you may incur unless such loss or expense is attributable to the willful misconduct of People’s United Bank or our agents including liability for direct or consequential damages. In no event shall we be liable for any indirect, special, consequential or punitive damages (even if we have been advised of the possibility of such damages), such liability being hereby specifically waived by you in consideration of this Agreement. Without limiting the foregoing, we will not be liable, for instance: (a) If, through no fault of ours, you do not have enough money in your account to complete a transaction from that account, or if withdrawals from any of your accounts have been prohibited by a court order such as a garnishment or other legal process, or if that account has been closed.; (b) If you have not properly followed People's eTreasury+ instructions on how to make a transfer or if your computer or software fails or malfunctions or if the computer or software or other equipment of a third party fails or malfunctions; (c) If you have not given us complete, correct and current instructions so that we can make a transfer; (d) If we have reason to believe that a transaction has not been properly authenticated or is fraudulent; (e) If People's eTreasury+ was not working properly and you knew or should have known about the breakdown
when you attempted to authorize a transfer; (f) If circumstances beyond our control prevent the making of a transfer. Such circumstances include delay or loss of payments caused by the U.S. Postal Service, equipment failure or breakdown, acts of God or other conditions beyond our control. We will be responsible for acting only on those instructions sent through People's eTreasury+, which we actually receive; or (g) Due to other exceptions to our liability as stated in the Deposit Agreements or in any other applicable agreement. You have 30 days after any statement is mailed or otherwise given by us, informing you of instructions received and acted upon by us, to examine such statement and notify us in writing, of any error with respect thereto. Failure to notify us within such period shall be deemed unreasonable. 24. Charges for People's eTreasury+. You authorize us to analyze all applicable People's eTreasury+ fees against the average balance in your checking account(s). Your account will be debited monthly for any fees during the calendar month that are not covered by the Earnings Credit applied to your average balances in your account(s). In addition to the People's eTreasury+ fees, the service charges and fees provided for in the Deposit Agreements will continue to apply. The Earnings Credit is the credit earned based on the Average Balance in your Account using a variable rate determined by People’s United Bank. This Earnings Credit is used to offset your monthly service charge. 25. Joint and Several Liability. If two or more accounts are linked together, the owners of those accounts shall be jointly and severally liable for all losses arising out of any other linked account or accounts.