Business Online Banking Terms & Conditions

BUSINESS ONLINE BANKING ADDITIONAL TERMS AND CONDITIONS

Updated April 23, 2026

The following Business Online Banking Additional Terms and Conditions (the “Business Online Terms” and/or “Business Online Disclosure”) govern the FFB Business Online internet banking services, including ACH, Remote Deposit Capture, Wire Transfers, Internal Transfers and Positive Pay System (collectively “Business Online”, and/or the “Business Online Services”).

You understand that by using one or more of the Business Online Services, you agree to the terms of our Internet Banking Service Agreement, as well as these Business Online Terms and the additional terms and conditions for each of the applicable Business Online Services.

1. Definitions. As used in these Business Online Terms, the following words and/or terms have the meanings given below. For any also defined in any specific Additional Terms and Conditions below, those definitions shall be in addition to the following.
2. General Description of Services.
3. Registration; Authorization to Charge Accounts; Account Access.
4. Service Availability.
5. Unavailable or Delayed Account Information.
6. Disclosure of Account Information. We may disclose information to third parties about your accounts or the payments or transfers made in the following instances:
7. Enrollment and Certification of Authority.
   1. Before using the Business Online Services, or any of them, You, through an authorized signor on your Account(s) must provide FFB with the names of your Authorized Representative(s), and the approved Services and transaction limitations, if any, for each Authorized Representative. A Business Online set-up request must be completed with all the access requests. FFB will use the set-up request to create and/or update your Business Online account and establish the appropriate access capabilities for each Authorized Representative. Additionally, prior to using Wire Transfer, ACH Origination, or RDC Services, the appropriate addenda must be executed and upon execution will by reference be incorporated into the Agreement.
   2. You, through an authorized signor on your Accounts, may make changes to your Authorized Representative(s) for any of the Business Online Services by notifying FFB in writing. The request must be signed by an authorized signer on the Account that the change is affecting. You agree that FFB shall not be liable for any loss resulting from your failure to promptly notify FFB of any changes in your Authorized Representative(s).
8. Limitations on Transfers. Each fund transfer through Business Online from your savings or money market deposit account is subject to the same transfer limitations indicated in the Customer Relationship Agreement related to your Account and the Funds Availability Policy in effect on the date of the transfer, and as otherwise provided in Federal Reserve Regulation D.
9. Security Procedures & Protecting Your Password.
   1. You agree that FFB may send confidential mailings or password confirmations to the current address shown in our records for the primary Deposit Account, whether or not that address includes a designation for delivery to the attention of any particular individual, and you agree that FFB will not be responsible or liable to you in any way in the event such properly addressed information is intercepted by an unauthorized person, either in transit or at your place of business.
   2. You agree on behalf of yourself and your Authorized Representatives to: (i) keep access ID and password information secure and strictly confidential, providing them only to individuals authorized to access the Account(s); (ii) instruct any Authorized Representative given an access ID and password that they are not to disclose them to any unauthorized person; and (iii) immediately notify us in writing or by electronic mail if you believe any access ID and password may have become known to an unauthorized person. FFB shall have no liability to you, or any other person or entity for any unauthorized payment or transfer made using the access ID and password of you or any of your Authorized Representatives that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice.
   3. You are responsible for the security of any software program you use, including software supplied by FFB, for the creation and/or the transmission of wire transfers, ACH or RDC files to FFB, whether the software resides on your network/PC or on a remote server accessed through the Internet.
   4. You are also solely responsible for the assignment of individuals that can access the software and/or the Business Online Services.
10. Limitation of Liability.
    1. You will notify FFB of any errors, omissions, interruptions, delay, or unavailability of the Business Online Services or any possible security breach as promptly as practicable, and in any event within one Business Day after the earliest discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, omission or other discrepancy, within fourteen (14) days of the date of the earliest notice to you which reflects the same. Your failure to timely notify FFB of any error, omission, or other discrepancy or security breach shall relieve FFB of any liability for such error, omission, or discrepancy.
    2. You acknowledge and agree that FFB shall not be liable for any damages or loss of any kind resulting from any unintentional error or omission by FFB in performing the Business Online Services, or unintentional deviation from the terms and conditions of the Agreement and these Business Online Terms, including any additional agreements and/or terms and conditions for the Business Online Services. You acknowledge that FFB's systems and procedures established for providing the Business Online Services are commercially reasonable. You will defend, indemnify and hold FFB harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to the Business Online Services, and from any and all liability, damage or loss resulting from your failure to notify FFB of any change in Authorized Representative(s), or the use of the Business Online Services by any unauthorized person utilizing the access ID and password of any of your Authorized Representatives.
    3. FFB shall not be liable for any loss, damage, liability, or claim arising directly or indirectly from any error, delay, or failure to perform hereunder which is caused by earthquake, fire, natural disaster, civil or foreign disturbance, power outage, act of government, labor dispute, communication failure, legal constraints, or any other event beyond its control.
    4. In no event will FFB be liable for any indirect, consequential, punitive, or special damages. FFB will have no liability for failing to transmit or delay in transmitting an entry if such transmittal would result in it exceeding any limitation imposed by any governmental or regulatory body.
11. Representations and Warranties. You represent and warrant to FFB that:
    1. None of your transactions to be processed by FFB are prohibited by any applicable law, regulation, rule, order, or judgment; and
    2. Both you and your clients with whom you do business are reputable and are not using FFB as a conduit for money laundering or other illicit purpose. None of your employees are nationals of a designated blocked country or “Specially Designated National,” “Blocked Entity,” “Specially Designated Terrorist,” “Specially Designated Narcotics Trafficker,” or “Foreign Terrorist Organization,” as defined by the United States Office of Foreign Assets Control (“OFAC”).
12. Confidential Information.
    1. You acknowledge that the Business Online Services, any database, and any proprietary data, processes, methods, information, or documentation disclosed or made available as part of the Business Online Services (other than those which are or become part of the public domain), are the exclusive and confidential property of FFB.
    2. You should use the same care and discretion that it does with respect to your own confidential property, but in no event less than reasonable care. Upon termination of the Services for any reason, you shall return to FFB all copies of any FFB confidential information in your possession and control.
13. Fees.
    1. There are monthly fee associated with use of the Business Online Services. The monthly Business Online fees may be waived when one (1) or more of the other Services are utilized. Please see our Fee Schedule at https://www.ffbf.com/fees for the current fees associated with Business Online and our other Services.
    2. You agree that FFB may debit your Deposit Account(s) for the applicable monthly fees.
14. Changes in Terms.
    1. We will mail or deliver a written notice to you at least thirty (30) days before the effective date of any change in a term or condition in these Business Online Terms, or the Agreement, if the change would result in increased fees or charges, unless prior notice is excused by law.
    2. As a Business Online customer, you agree that we may send any such notice to you only via electronic mail, and you will be deemed to have received it three (3) days after transmission.

1. “Administrator(s)” refers to the individual(s) designated by you to administer and manage access to the Business Online Services and any related systems provided in connection therewith. An Administrator shall be able to create, assign, authorize, and designate Authorized Representatives to access and use the Business Online Services on your behalf. You acknowledge and agree that the Administrator is a fundamental component of the security framework governing the Business Online Services, related systems, and access thereto. An Administrator may be granted authority to assign, modify, or revoke access rights and privileges for Authorized Users, including the authority to create, maintain, and deactivate Authorized User accounts. You further acknowledge and agree that an Administrator may also be authorized to establish, manage, and control applicable security permissions, settings, and access levels.
2. The “Agreement” refers, collectively, to the Internet Banking Service Agreement, all Additional Terms and Conditions thereto, including but not limited to these Business Online Terms, and any and all separate agreements/addenda for any specific Services, and all account documents referred to herein.
3. “Authorized Representative(s)” and/or “Authorized User(s)” refers to any individual authorized by you to access your Account(s) and utilize the Business Online Services on your behalf.
4. “Business” means any corporation, partnership, limited liability company, sole proprietorship, or any other type of entity maintaining a banking account with us for business purposes.
5. “Business Day” means any day on which the Federal Reserve Bank is open for business as further outlined in the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days.
6. “Customer”, “you”, and “your(s)” refer to each Business and/or individual that applies to use the Business Online Services, and each person who uses one or more of the Business Online Services with the permission of an applicant.
7. “Deposit Account(s)”, “Loan Account(s)”, or “Account(s)” means any FFB checking or savings deposit account owned by you, or loan or line of credit account accessed utilizing the Business Online Services.
8. “First Federal Bank Business Online” and/or “Business Online” is an electronic banking software program licensed by FFB, including any future upgrades. The program has been customized by FFB to permit the account and transaction functions referred to in these Business Online Terms. “Business Online” and/or the “Business Online Services” means First Federal Bank Business Online and, if applicable, ACH Origination, Remote Deposit Capture, Wire Transfer and Positive Pay System, for which you have applied, as the same are more specifically described in these Business Online Terms.
9. “We”, “us”, “I”, “our(s)”, “First Federal Bank”, “FFB”, and/or “Bank” refers to First Federal Bank where your accounts are located which are to be accessed utilizing the Business Online Services.
10. Business Online is an electronic banking service that may permit you, through the use of your personal computer and special software, to (i) access your designated Deposit Account(s) and Loan Account(s) to obtain current balance and transaction information; (ii) transfer funds between your Deposit Account(s) and/or Loan Account(s); (iii) place stop payment orders; (iv) process direct deposit of payroll utilizing ACH origination; (v) process electronic remote deposits from your designated location utilizing Remote Deposit Capture (“RDC”); (vi) complete transfers outside FFB through the wire transfer service, and (vii) reduce the risk of check and ACH fraud by validation of checks and transactions through the Positive Pay system.
11. Each Customer desiring to use any of the Business Online Services must complete the Business Online registration process in the name of the Business. Customer may use Business Online to access Deposit Accounts at FFB which you own and from which you have an unrestricted right to withdraw funds. FFB reserves the right to limit the types of accounts that may be accessed. Customer may register for ACH origination service, RDC, Wire Transfer Services and/or Positive Pay System at the time of Business Online registration or by executing the appropriate Agreement/Addenda for the requested Business Online Services, which at the time of execution will become a part of your Agreement as if the same had been executed simultaneously therewith. Additional services may require the completion of a separate approval process, subject to FFB’s sole discretion.
12. Your Deposit Account(s) accessed using the Business Online Services continues to be governed by the following FFB documents, as the same may be amended or modified from time to time by any of the following, as applicable: (i) Terms and Conditions of your Account, Electronic Transfers, Funds Availability Policy, Substitute Check Disclosure and Wire Transfer Agreement; (ii) your Customer Relationship Application and Agreement; and (iii) our Fee Schedule located online at https://www.ffbf.com/fees. You acknowledge that you have been provided with a copy and/or access to each of the above documents.
13. You are solely responsible for all transfers made by your Authorized Representatives using the Business Online Services. You authorize FFB to debit your designated Deposit Account(s) for all transactions accomplished using the Business Online Services. You agree that transfer instructions may be entered by any one (1) Authorized Representative, notwithstanding any provision contained in any other documentation governing a Deposit Account requiring more than one (1) signature on items withdrawing funds from the Deposit Account.

d. If you permit anyone to use the Business Online Services or give them access ID and/or password information, you are solely responsible for payments, transfers, or advances made by such person from the Account(s) even if their authorization is exceeded.

1. You or your Authorized Representative(s) may use the Business Online Services at any time, day or night, seven days a week, by signing on to the Business Online Services and entering your access ID and password. However, the Business Online Services will be temporarily unavailable from time to time for scheduled maintenance.
2. Whenever possible, we will post scheduled maintenance times on our website. There may also be unscheduled down time resulting from circumstances beyond our control, such as power or communication failure. In those instances, we will work to restore service at the earliest possible time. We are not liable for any damages or claims of any kind which may arise from such scheduled or unscheduled periods of downtime, maintenance, or inaccessibility.
3. FFB strives to provide complete, accurate and timely account information through Business Online.
4. However, unless otherwise required by law, we will not be liable to you if any such information is unavailable, delayed, or inaccurate. Additionally, FFB is not responsible for any errors or failure arising from any malfunction of your computer or its software, or for any computer virus or related problems that may be associated with use of the Business Online Services.
5. When necessary to verify or complete payments or transfers, or to resolve a problem related to a payment or transfer;
6. To verify the existence and status of your account(s) to a third-party such as a credit bureau or merchant;
7. To comply with government agency or court orders;
8. If you give us your written permission (including e-mail); and
9. When deemed by FFB to be in the best interest of FFB or you.

15. Termination.

1. You will comply with all terms of the Agreement, the Business Online Terms, any additional terms and conditions for the Business Online Services, and with the terms of any agreement governing the Accounts which are accessed using the Business Online Services. FFB may elect to terminate the Business Online Services described in these Business Online Terms upon ten (10) days written notice to you, or without notice if (i) you fail to comply with the Agreement; (ii) if you do not pay any required fees when due; (iii) if your Accounts are not maintained in good standing; and/or (iv) in FFB’s sole estimation that your continued use of the Business Online Services provides a risk to FFB, its business, customers, partners, and/or reputation.
2. Moreover, FFB reserves the right to terminate the Agreement, or suspend or cancel your password without notice to you, and shall have no liability to you, or any other person or entity for any loss, damage, cost or expense arising out of the Agreement or the Business Online Services, if we (i) suspect a breach of security; (ii) suspect your Account has been used for illegal or fraudulent purposes; (iii) reasonably believe that a payment or transfer is prohibited by federal law or regulation or otherwise as provided in these Business Online Terms or any Addenda thereto; or (iv) ownership of the funds involved or the authority of the Authorized Representative creating the entry is in question.

16. Entire Agreement. The Agreement, along with all applicable additional terms and conditions, including but not limited to the Business Online Terms, as the same may be amended from time to time, together with any exhibits, addenda, or other documentation attached thereto or incorporated by reference, or otherwise entered into between you and FFB, contains the entire understanding between you and FFB concerning the Business Online Services and supersedes any verbal conversations, other communications, and previous agreements, if any. In the event performance of the Business Online Services described herein would result in a violation of any present or future statute, regulation, or government policy to which FFB is subject and which governs or affects the transactions contemplated by the Agreement, the Agreement shall then be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and FFB shall incur no liability to you as a result of such violation or amendment.

17. Amendments. We may amend the Agreement, the Business Online Terms, and any applicable fees and charges for the Services at any time by posting a revised version on the Site or otherwise providing notice to you. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in the revision. Any use of the Services by you or any Authorized User after a notice of change or after the posting of a revised version of this Agreement on the Site will constitute your agreement to such changes and revised versions. Further, we may, from time to time, revise, update, upgrade or enhance the Business Online Services and/or related applications or material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the Services, and/or related applications and material, and limit access to only the Services’ more recent revisions, updates, upgrades, or enhancements.

18. Construction. The Agreement and these Business Online Terms shall be construed in our favor in the event of any action, proceeding, trial or hearing at which the construction of the Agreement or any terms thereof may be an issue.

19. Non-Assignment. You may not assign the Agreement and/or these Business Online Terms or any of the rights or duties hereunder to any person without the FFB's prior written consent.

20. Binding Agreement Benefit. The Agreement and Business Online Terms shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. The Agreement and Business Online Terms are not for the benefit of any other person, and no other person shall have any rights with respect to FFB or you hereunder.

21. Arbitration. PLEASE READ THIS SECTION CAREFULLY. EXCEPT AS THIS SECTION 21 (ARBITRATION) OTHERWISE PROVIDES, YOU AND WE WAIVE OUR RIGHTS TO TRY A CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

a. Arbitration. You and we agree that at your or our request, any dispute arising out of, relating to, or connected in any way with: (i) FFB and any aspect of your relationship between you and us that is governed by the Agreement and/or these Business Online Terms; or (ii) the breach, enforcement, interpretation, application, or validity of the Agreement and/or these Business Online Terms will be decided by binding arbitration. Arbitration involves the review and resolution of the dispute by a neutral party. Claims subject to the Agreement and/or these Business Online Terms include claims that arose before you and we entered into the Agreement (such as claims relating to advertising) and after termination of the Agreement. In lieu of arbitration, either you or we can bring an individual claim in small claims court consistent with any applicable jurisdictional and monetary limits that may apply, provided that it is brought and maintained as an individual claim.

b. Jury Trial and Class Action Waiver.

i. Except as this Section 21 (Arbitration) otherwise provides, if either you or we choose arbitration, you and we acknowledge and agree that neither you nor we will have the right to litigate that dispute in court or to have a jury trial on that dispute. You further agree that any arbitration shall be conducted in your individual capacity and not as a class action or other representative action and you expressly waive your right to file, participate as a representative or member of any class, or seek relief on a class basis pertaining to any dispute either you or we elect to arbitrate. The arbitrator’s decision generally will be final and binding.

ii. You and we may not be plaintiffs or class members in any purported class, collective, or representative proceeding, and may each bring claims against the other only in your or our individual capacity. Unless mutually agreed to by you and us, arbitration claims may not be consolidated or joined with claims of other persons who may have similar claims other than joint account holders or beneficiaries on your account and/or related accounts. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

iii. If there is a determination that any term in this Section 21 (Arbitration) is unenforceable for any reason as to any claim, then this Section 21 will be inapplicable to that claim, and that claim will proceed instead through litigation in court rather than by arbitration but only after the conclusion of the arbitration of any claim that is subject to arbitration.

c. Governing Law and Arbitration Rules.

i. The Agreement and these Business Online Terms evidence a transaction in interstate commerce and thus the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), will govern the interpretation and enforcement of this Agreement. If the FAA is found not to apply to any issue that arises in the enforcement of this Agreement, then this issue will be resolved under the law of the State of Florida.

ii. The arbitration will be conducted under the then current and applicable Commercial Rules of the American Arbitration Association (“AAA”) for business accounts and the then current and applicable Consumer Rules of the AAA for consumer accounts. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator, and not any federal, state, or local court or agency will have exclusive authority to resolve any dispute about the interpretation, validity, applicability, or enforceability of this Agreement. The applicable AAA rules will determine payment of fees by you and/or us.

d. Location and Procedure. If your claim is for Ten Thousand Dollars ($10,000) or less, you may choose to have arbitration conducted solely on the basis of documents submitted to the arbitrator, via a telephone hearing, or by an in-person hearing in the federal judicial district where you reside, or as otherwise mutually agreed by you and us.

e. Arbitrator’s Decision. The arbitrator’s award shall be written, and binding on you and us and may be entered as a judgment in any court of competent jurisdiction. To the extent allowed by applicable law, the arbitrator may award arbitration costs and attorney’s fees to the prevailing party.

f. Duration. This Section 21 (Arbitration) shall survive termination of the Agreement and these Business Online Terms.

22. Law and Forum for Disputes.

1. Unless our account agreement with you states otherwise, the Agreement and these Business Online Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of the Agreement and these Business Online Terms shall remain in full force and effect. Unless our account agreement with you states otherwise, you agree that any claim or dispute you may have against us (other than those which are arbitrated under Section 21 above) must be resolved by a court located in Columbia County in the State of Florida. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all claims or disputes unless said claim is submitted to arbitration under Section 21 above. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement and these Business Online Terms.
2. To the extent permitted by law, if any dispute or claim results in a lawsuit, and neither you nor we have elected or requested arbitration, you and we knowingly and voluntarily agree that a judge, without a jury, will decide the case. The trial will be brought individually and not as part of a class action. If it is brought as a class action, it must proceed on an individual (non-class, non-representative) basis. YOU KNOWINGLY AND VOLUNTARILY AGREE THAT YOU AND WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN ANY CLASS ACTION LAWSUIT.

23. Severability. If any provision contained in the Agreement shall for any reason be held invalid, illegal, unlawful, void or unenforceable with respect to any party hereto, the remainder of the Agreement or the application of such provisions to a party other than those to whom it is held invalid, illegal, unlawful, void, or unenforceable, shall not be affected and each provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law as if such invalid, illegal, unlawful, void or unenforceable provision had never been included herein.

24. Attorney’s Fees. In the event it should become necessary for us to enforce the terms of the Agreement or these Business Online Terms, we shall be entitled, in addition to such damages and other relief as may be granted by the Court, to recover reasonable attorney's fees and costs, including attorney's fees incurred on any appeal.

BUSINESS ONLINE WIRE TRANSFER SERVICES ADDITIONAL TERMS AND CONDITIONS

These Business Online Wire Transfer Additional Terms and Conditions (the “Business Online Wire Transfer Terms”), along with the Agreement, the Business Online Terms, and any additional terms and conditions or applicable agreements, set forth the terms and conditions that apply to the wire transfer of funds from your FFB deposit account(s) (the “Business Online Wire Transfer Service”). These Wire Transfer Terms by reference are incorporated in and made a part of any Business Relationship Application and Agreement entered into or otherwise submitted by you, if applicable. All terms used in these Business Online Wire Transfer Terms shall have the meanings given them above in the Agreement, the Business Online Terms, or by Section 4 of the applicable State Uniform Commercial Code, unless otherwise indicated.

1. Authorization to Transfer Funds.

a. You may request that FFB permit you to initiate funds transfers from your deposit account(s) you have with FFB (the “Deposit Accounts”) to accounts maintained with other financial institutions through the Federal Reserve System.

b. Subject to the terms of these Business Online Wire Transfer Terms, we are hereby authorized to honor, execute, and charge to your accounts any and all payment orders for wire transfers of funds, whether received by telephone, facsimile transmission, telegraphic means, written instructions, or computer communications device, from you, which term includes any authorized signers with the authority to deposit, withdraw or exercise control over the funds in the account(s), until we receive written notice revoking or modifying such authorization. You will provide us with a list in writing of Authorized Representatives permitted to initiate wire transfers from your Deposit Accounts and the transfer limitations for each. You will further notify us in written, authorized form, of any change, addition, or deletion to you, your accounts, or the Authorized Representatives listed in the Business Relationship Application and Agreement. We are further authorized to honor, execute, and charge to your accounts any and all requests for reverse wire or drawdown initiated under any agreement between you and a third-party processor, payroll or otherwise. All wire transfer instructions received from you, either directly or by request for reverse wire or drawdown, may herein be collectively referred to as the “Payment Orders”.

c. Authorized Representatives. You certify that those individuals shown on your Business Online customer enrollment as “Authorized Representatives” for Business Online Wire Transfer Services are duly authorized to generate wire transfer requests on behalf of you and transmit the same to FFB for processing.

d. You are responsible for all transfers made by your Authorized Representatives using the Wire Transfer Service. You authorize us to debit your designated Deposit Accounts for all transactions accomplished through the use of the Business Online Wire Transfer Service. You agree that wire transfer instructions may be entered by any one (1) person who is authorized to conduct such transactions, but FFB may require more than one (1) signature on items withdrawing funds from the Deposit Account, or for wires to be entered by one (1) Authorized Representative but approved by another Authorized Representative.

2. Accounts Subject to these Wire Transfer Terms.

1. Subject to the terms of the Business Relationship Application and Agreement, and in accordance with these Business Online Wire Transfer Terms, accounts eligible to become subject to these Business Online Wire Transfer Terms and send and receive wire transfers are:
2. No wire transfer may be made from time deposits, i.e. Certificates of Deposit (“CDs”), Individual Retirement Accounts (“IRAs”) or other accounts that may be restricted by their own terms. You must have sufficient collected funds in your account to cover any wire transfer. You may initiate a wire transfer only if the offsetting debit to your account will not cause you to exceed the account balance according to our records. However, we may, at our option, create an overdraft in your account and complete the wire transfer. If we do so, we will not be liable to you for damages to you for creating the overdraft. You agree to repay us immediately for any overdraft created by a wire transfer, together with our costs of collection and reasonable attorney’s fees. We may offset the amount of the overdraft against the balance of any of your accounts with us and may exercise any rights that we may have under any agreements granting us security for the payment of liabilities or obligations of you to FFB.
3. Checking Accounts;
4. Savings Accounts; and
5. Money Market Accounts.

3. Payment Orders and Wire Transfers.

1. We will accept Payment Orders from you during regular business hours on regular banking business days as outlined in the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days. We may establish a cut-off time (or times) on Business Days for the receipt and processing of Payment Orders (and communications canceling or amending Payment Orders). Any Payment Order or communication received after such cut-off time, or on a Saturday, Sunday, or bank holiday shall be deemed received on the next Business Day.
2. At our sole discretion, we may handle your Payment Orders and those that we may receive from other customers in any order we select. We may use any means or routes that we, in our sole discretion, consider suitable to executing a Payment Order.
3. We reserve the right to record electronically any telephone conversations between you and us. By signing the Business Relationship Application and/or otherwise utilizing the Business Online Wire Transfer Service, you consent to our recording such conversations. However, the decision to record is totally within our discretion and we will not be liable for the failure to record any conversation whether intentional or otherwise.
4. You agree to provide us with all the information we are required to obtain under the Bank Secrecy Act and any other applicable federal or state laws and regulations. If you fail to provide us with all the information required by law regarding any wire transfer, you agree that FFB is not obligated to complete such transfers and is not liable for any losses or damages resulting from our refusal to execute any such wire transfer.

e. We are under no obligation to comply with any Payment Order or make any wire transfer which would result in an overdraft of your account(s) based on available collected balance(s) on deposit as determined by us or which would result in us violating any of our legal obligations.

f. We, and any subsequent receiving bank, may execute Payment Orders initiated by you for the wire transfer of funds to a beneficiary in the name of the beneficiary and/or by specifying the account number of the beneficiary, which you have furnished to us. You must ensure that all account numbers are accurate. In the event of a discrepancy between the name of the beneficiary and the account number, the Payment Order may be executed by use of the account number. Once we have accepted your Payment Order, it cannot be cancelled or amended, except by mutual agreement.

g. In the case of an error or an otherwise irregular wire transfer, we may, on our own initiative, request that the funds previously transferred on your behalf be returned by the receiving bank, beneficiary’s bank, or the beneficiary. However, we are under no obligation to do so. Your Payment Order is considered paid when it is executed, when the transfer is credited to the beneficiary’s account on our books, or when we have advised the beneficiary by telephone or other means of the credit, whichever occurs first.

1. We may, at our discretion, call you at the telephone number on file to verify that a Payment Order (or communication amending or canceling a Payment Order) is authorized. You may change this number, if necessary, by written request.
2. For your protection, we may elect not to act upon a Payment Order if (i) the Payment Order is not initiated in accordance with security procedures; (ii) if we are unable to obtain proper verification of such Payment Order which is satisfactory to us; (iii) or if there is any inconsistency between a Payment Order and information previously supplied. We will not be liable for any damages in these instances, nor in the instance of circumstances beyond our reasonable control, including but not limited to any act or failure to act by a third person or entity.

4. Security Procedures. You agree to comply with the security procedures set forth in these Business Online Wire Terms and that the security procedures provide a reasonable degree of protection against unauthorized transfers. FFB and you agree that the security procedures are designed to verify the authenticity of Payment Orders and not to detect errors contained in any Payment Order. As part of our security procedures, we may, but are not required to, request written, signed instructions delivered in person or by secure electronic signature (i.e. DocuSign, DocMagic, etc.). At our sole discretion, we may seek verification or further authorization of any transfer request or related instruction. We may contact you by any reasonable means in order to obtain assurance of the authenticity or other correctness of a Payment Order. We shall be under no obligation to do so in any case, however. If the verification is obtained by a callback, the callback may be recorded. If, upon attempting to obtain such verification, we are unable to do so, we may, in our sole discretion, either make the transfer or decline to follow the instructions. In such event, we shall not be liable to you for any actual loss of any kind or for any consequential, punitive, or exemplary damages in any amount, provided we have acted in good faith.

5. Fees. Wire transfers are subject to all fees, penalties, and charges, including but not limited to wire transfer fees that would otherwise apply to any bank transaction as described in FFB’s Fee Schedule found at https://www.ffbf.com/fees. We may deduct any fee applicable to Payment Orders or wire transfers from your account(s).

6. Cancellation or Amendment of Payment Orders. You may ask us to amend or cancel any Payment Order or related instruction, and we will use our best efforts to comply with such request if the request is made at a time and in a manner which gives us a reasonable opportunity to act on the request before we make the funds transfer or carry out the instruction as you originally requested. If you ask us to recover funds which we have already transferred, we shall be under no obligation to do so unless and until your deposits with us are at an amount reasonably determined in good faith by us to approximate the costs and expenses (including attorney’s fees) which we may incur in attempting to recover the funds transferred. In lieu of such a deposit, we may request you to provide a bond or other assurance. We will take such action as it deems reasonable under the circumstances, including, for example, sending a request to reverse the transfer to any financial institution which received such funds. In no event, however, shall we be deemed to have guaranteed or otherwise assured the recovery of any portion of the amount transferred, or to have accepted responsibility for any amount transferred before we receive and have a reasonable time to act upon the request to amend or cancel the transfer request.

7. Review of Statements and Advices. You will review promptly and reconcile statements of account(s) sent by us, and will review promptly any written confirmation of wire transfers sent by us. You shall report any discrepancies between our records and your records within a reasonable time, not to exceed sixty (60) calendar days from the earlier of: (i) the date of the statement of account, or (ii) the date such written confirmation is sent by FFB. If you fail to notify FFB of any discrepancies within the specified time period, FFB will be relieved of any liability with respect to any compensation provided for in these Business Online Wire Transfer Terms.

8. Liability, Compensation, and Indemnity.

1. Subject to these Business Online Wire Transfer Terms, compensation, if any, for the loss of interest or use of funds due you as a result of FFB’s error or FFB’s failure to execute a Payment Order on the date received (if such request was received prior to our stated cut-off time on a regular banking business day) will be for a period not exceeding the lesser of (i) sixty (60) days, or (ii) the period between the date of the request and the date of the error correction.
2. Compensation will be either of the following forms at our option: (i) adjusting your account balance, or (ii) reimbursing to you an amount equal to interest at a rate not exceeding the average current rate on the account, computed on a daily basis for the period and amount in question.
3. We shall in no event be liable for payment or for damages arising out of or in connection with a Payment Order or wire transfer after sixty (60) days from the date of such Payment Order or wire transfer.
4. We shall in no event be liable for failure to provide notice to the beneficiary of receipt of a wire transfer.
5. Unless specifically prevented by Section 4 of the State Uniform Commercial Code, you hereby release and hold us harmless from and indemnify FFB, its officers, directors, agents, representatives, and successors in interest from and for any and all claims, demands, expenses (including but not limited to attorney’s fees and costs, loss, or damages of any nature whatsoever) arising directly or indirectly from any Payment Order initiated pursuant to these Business Online Wire Transfer Terms or any failure to detect erroneous Payment Orders, unless such damage or loss is caused by gross negligence or willful misconduct of FFB.
6. In no event shall we be liable for any punitive, special, consequential, or incidental damages, even if we have been informed of the possibility of such damages.
7. In no event shall we be responsible for any loss, claim, liability, damage or other amount arising in any way, directly or indirectly from any error, failure, or delay in the performance of any of FFB’s obligation under these Business Online Wire Transfer Terms caused by natural disaster, fire, war, strike, civil unrest, error in or inoperability of communication equipment or lines, or any other circumstance beyond the reasonable control of FFB. We are liable only for our gross negligence in performing our obligations under these Business Online Wire Transfer Terms, and are not responsible for your acts or omissions, including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any Payment Orders received from you, or those of any other person. No clearing house, financial institution, or other instrumentality used to effectuate your Payment Orders shall be deemed FFB’s agent. FFB SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT LOSS OR DAMAGE WHICH YOU SUFFER IN CONNECTION WITH THESE BUSINESS ONLINE WIRE TRANSFER TERMS.
8. In addition, FFB may require Business Online customers processing external wire transfers to list FFB as “also insured” in insurance policies.

9. Miscellaneous.

1. We may at any time amend or otherwise change these Business Online Wire Transfer Terms upon written notice. If these Business Online Wire Transfer Terms need to be amended because of a change in State or Federal Regulations, the change shall be effective immediately without notice. We may, in our discretion, without notice to you, terminate these Business Online Wire Transfer Terms at any time.
2. You may terminate these Business Online Wire Transfer Terms at any time upon written notice to us. Termination of these Business Online Wire Transfer Terms will not otherwise affect any of the terms and conditions that apply to any account or service then in effect. Both you and FFB will be bound by these Business Online Wire Transfer Terms. In the event of a conflict between these Business Online Wire Transfer Terms and oral communication from FFB’s employee(s), these Business Online Wire Transfer Terms control.
3. If any part of these Business Online Wire Transfer Terms is deemed invalid or unenforceable, the enforceability of the remaining provisions shall not be affected. These Business Online Wire Transfer Terms may not be transferred or assigned by You without the consent of FFB.
4. Except as governed by federal law, these Business Online Wire Transfer Terms shall be governed by and construed with the laws of the State of Florida, and VENUE FOR ANY ACTION BROUGHT PURSUANT TO THESE BUSINESS ONLINE WIRE TRANSFER TERMS SHALL BE IN COLUMBIA COUNTY, FLORIDA.

BUSINESS ONLINE ACH ORIGINATION SERVICES ADDITIONAL TERMS AND CONDITIONS

These Business Online ACH Origination Services Additional Terms and Conditions (the “ACH Terms”), along with the Agreement, the Business Online Terms, and any additional applicable agreements, set forth the terms and conditions for initiating electronic signals for paperless entries through FFB to accounts maintained at FFB and at other financial institutions, by means of the Automated Clearing House (“ACH”). By applying for and/or using the FFB Business Online ACH Origination services (the “ACH Services”), you accept and agree to all terms, conditions, and provisions herein.

Upon approval and in accordance with the Agreement and these ACH Terms, in using the ACH Services you may originate credit and/or debit entries (“Entries”) through FFB pursuant to the National Automated Clearing House Association (“NACHA”) Operating Rules (the “NACHA Rules” or “Rules”) and FFB’s other operating rules and procedures. FFB is willing to act as an Originating Depository Financial Institution (“ODFI”) with respect to such Entries. Terms not otherwise defined in these ACH Terms shall have the meaning ascribed in the Agreement, the Business Online Terms, and the NACHA Rules.

1. Definitions.
2. Application and Approval.
3. Compliance with NACHA Rules and Laws.
4. Security Interest. To secure payment and performance of your obligations in using the ACH Services, you grant FFB a security interest in and pledge to FFB all of your right, title, and interest in the following property, whether now owned or hereafter acquired: (a) all monies, instruments, savings, checking, and other accounts (excluding IRA, Keogh, trust accounts, and other accounts subject to tax penalties if so assigned) now or in the future in FFB’s custody or control; (b) any other collateral described in any security instrument securing your obligations to FFB; and (c) all proceeds and products of the foregoing property, as well as any replacements, accessions, substitutions, and additions to any of the foregoing.
5. Authorized Representatives and Users. To originate ACH Entries, you must designate at least one (1) administrator responsible for designating “Users” whom you authorize to issue Entries on its behalf (each, an “Administrator”). For purposes of the ACH Terms, the term User includes the Administrator. FFB shall be entitled to rely on designations made by your Administrator(s) and shall not be responsible for matching names of Users to names or titles in your banking resolutions. You certify that individuals shown on your Business Online customer enrollment as “Authorized Representatives” for ACH Services are duly authorized to generate debit and credit entries on behalf of you and transmit same to FFB for processing. Although FFB is only required to act upon instructions of designated User(s), FFB may, in its sole discretion, execute debit or credit Entries initiated by any individuals authorized by you to sign checks on your accounts. Signature cards establishing authorized signatories for your deposit accounts are hereby incorporated by reference.
6. Transmission of Entries and Security Procedures.
7. FFB Obligations. In a timely manner and in accordance with NACHA Rules, FFB will process, transmit, and settle entries received from you which comply with these ACH Terms. FFB shall be responsible only for performing services expressly provided in the Agreement, the Business Online Terms, these ACH Terms, and other applicable terms, conditions and agreement between you and FFB and shall be liable only for its gross negligence in performing any related services. FFB is not responsible for your acts or omissions (including amount, accuracy, timeliness of transmittal, or due authorization of any Entry received from you) or those of any other person, including any Federal Reserve Financial Institution, transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including return of an Entry by such Receiver or RDFI), and no such person shall be deemed FFB’s agent.
8. Your Warranties. You warrant to FFB all warranties required by NACHA Rules with respect to entries originated by you. Without limiting the foregoing, You further warrant and agree that:
9. Indemnification. You shall indemnify FFB against any loss, liability, or expense (including attorney’s fees and expenses) resulting from or arising out of any breach of any warranties or agreements herein, or any claim by any person that FFB is responsible for any act or omission of you or any other person described in the FFB Obligations section above. You agree to indemnify FFB against any loss, liability, or expense resulting from or arising out of breach of foregoing warranties or agreements.
10. Provisional Credit and Settlement.
11. Cancellation or Amendment of Entries. You shall have no right to cancel or amend any entry/file after FFB receives it. However, FFB shall use reasonable efforts to act on a request by you to cancel an entry/file before transmitting it to the ACH or crediting an on-us entry. Any such request shall comply with the Transmission of Entries and Security Procedures provision. FFB shall have no liability if it fails to act on or process any such cancellation.
12. Rejection of Entries. FFB shall reject any entry, including on-us entry, which does not comply with NACHA Rules and may reject any entry if you are not otherwise in compliance with these ACH Terms. FFB shall notify you by any means FFB deems appropriate of rejection of an entry not later than the Business Day following the scheduled processing date of the entry or, in the case of an on-us entry, its effective entry date. FFB shall have no liability to you by reason of rejection of any entry or the fact that such notice is not given at an earlier time. FFB shall retain the right to reject any on-us transactions for any valid reason such as, but not limited to, insufficient funds or revoked authorization.
13. Reversals of Entries.
14. Notice of Returned Entries and Reversals. FFB shall notify you by telephone, e-mail, or fax of receipt of a returned ACH entry no later than one (1) Business Day after receipt by FFB. FFB shall have no obligation to retransmit a returned entry if FFB complied with Agreement terms with respect to the original entry. If a transaction is returned to you, it is your responsibility to collect any owed funds. FFB has no obligation to originate a transaction where authorization has been revoked. You may initiate a reversing entry or file of entries as permitted by NACHA Rules.
15. Periodic Statements and Discrepancy Notification.
16. Inconsistency of Name and Account Number. You acknowledge that if an entry describes the receiver inconsistently by name and account number, payment of the entry may be made based on the account number even if it identifies a person different from the named receiver, and your obligation to pay the amount of the entry to FFB is not excused in such circumstances. You are liable for and must settle with FFB for any entry initiated by you that identifies the receiver by account or identifying number or by name and account or identifying number.
17. Data Retention and Records. You shall retain data on file adequate to permit remaking of entries for six (6) business days following the date of their transmittal by FFB and shall provide such data to FFB upon request. All data media, entries, security procedures, and related records used by FFB for transactions contemplated by this Agreement shall be and remain FFB’s property. FFB may, at its sole discretion, make available such information upon your request. Any expenses incurred by FFB in making such information available to you shall be paid by you.
18. Credit Information and Financial Monitoring. Upon FFB request, you agree to provide FFB with current financial statements not less frequently than annually. You agree FFB may from time to time obtain credit information about you from others, including other lenders and credit reporting agencies, and report to others (such as a credit reporting agency) regarding your credit experience with FFB. You agree FFB will not be liable for any claim arising from the use of information provided to FFB by others or for providing such information to others.
19. Insurance Requirements. FFB requires customers processing ACH Origination to list FFB as “also insured” in insurance policies.
20. Reserves. From time to time, FFB shall evaluate your transaction activity for the purpose of establishing averages for transaction frequency, amount, returns, and adjustments. These evaluations will occur at least annually and may occur more frequently at FFB's discretion. In connection with these evaluations, FFB reserves the right to require you to establish reserves with FFB calculated by FFB to cover your obligations to FFB arising from ACH activities under these ACH Terms. You agree to establish reserves as required by FFB within five (5) banking days after receipt of a communication from FFB setting forth the amount of required reserves and the basis of calculation. FFB may suspend ACH processing activity for you if you fail to establish the required amount of reserves within the time period specified by FFB.
21. Third Party Service Providers. You may be using special equipment, services or software provided by a third party to assist in processing Files (each a "Service Provider"). You agree not to use a Service Provider to transmit files to FFB without first entering into FFB's Third Party Service Provider Agreement. You assume full responsibility and liability for any failure of a Service Provider to comply with the laws of the United States, the NACHA Rules and these ACH Terms. FFB will not be liable for any losses or additional costs incurred by you as a result of any error by a Service Provider or a malfunction of equipment provided by a Service Provider. You hereby indemnify and hold FFB harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by FFB as a result of or arising from your use of a Service Provider.
22. Liability for Fines. You shall be liable for all fines levied against FFB by NACHA for any violation of the ACH Rules arising from your intentional misconduct or negligence.
23. Limitation of Liability.
24. Error Detection. FFB has no obligation to discover and shall not be liable to you for errors made by you, including but not limited to errors made in identifying the Receiver, or an Intermediary or RDFI or for errors in the amount of an Entry or for errors in Settlement Dates. FFB shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by you. Notwithstanding the foregoing, if you discover that any Entry initiated was in error, you shall promptly notify FFB of such error. You are also responsible for verifying file transmission to FFB by checking for error messages and completed confirmation numbers.
25. Prohibited Transactions. You agree not to use or attempt to use the ACH Services: (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation; (b) to breach any contract or agreement by which you are bound; (c) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction; or (d) to engage in any transaction or activity that is not specifically authorized and permitted by these ACH Terms. You acknowledge and agree that FFB has no obligation to monitor your use of the ACH Services for transactions and activity that is impermissible or prohibited; provided, however, that FFB reserves the right to decline to execute any transaction or activity that FFB believes violates these ACH Terms and/or any applicable law.
26. Prenotification. You must send prenotification that it intends to initiate an Entry or Entries to a particular account within the time limits prescribed for such notice in the NACHA Rules. Such notice shall be provided to FFB in the format and on the medium provided in the media format section of the NACHA Rules. If you receive notice that such prenotification has been rejected by an RDFI within the prescribed period, or that an RDFI will not receive Entries without having first received a copy of the Authorization signed by its customer, you will not initiate any corresponding Entries to such accounts until the cause for rejection has been corrected or until providing the RDFI with such authorization within the time limits provided by the NACHA Rules.
27. Security Procedures.
28. International ACH Transactions (“IAT”).
29. Payment for Services and Fees. You shall pay FFB the charges for services provided in connection with this Agreement, as set forth in the fee schedule found online at https://www.ffbf.com/fees. All fees and service charges are subject to change upon thirty (30) days prior written notice from FFB. Such charges do not include, and you shall be responsible for payment of, any sales, use, excise, value added, utility, or other similar taxes relating to such services, and any fees or charges provided for in the Depository Agreement between FFB and you with respect to the Account.
30. Authorized Third Parties. You may authorize a third-party representative to originate entries on your behalf. Prior to transmitting any entries through a third-party representative, you and the third-party representative must execute any applicable Third Party Agreements.
31. Cooperation in Loss Recovery Efforts. In the event of any damages for which FFB or you may be liable to each other or to a third party pursuant to services provided under this Agreement, FFB and you will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party.
32. Amendments. FFB may amend these ACH Terms from time to time upon written notice to you. In the event that performance of services under these ACH Terms would result in a violation of any present or future statute, regulation, or governmental policy to which FFB is subject, then this Agreement shall be amended to the extent necessary to comply with such statute, regulation, or policy. Alternatively, FFB may terminate these ACH Terms and/or the Agreement if it deems such action necessary or appropriate under the circumstances. FFB shall have no liability to you as a result of any such violation, amendment, or termination. Any practices or course of dealings between FFB and you, or any procedures or operational alterations used by them, shall not constitute a modification of these ACH Terms or the Rules, nor shall they be construed as an amendment to these ACH Terms or the Rules.
33. Termination.
34. Notices and Communications
35. ACH Processing Deadlines. All ACH processing deadlines are outlined in the Schedule of Processing Days and Deadlines available online at https://www.ffbf.com/schedule-processing-days.
36. Entire Agreement. These ACH Terms, together with the Agreement and the Depository Agreement, constitute the complete and exclusive statement of the agreement between FFB and you with respect to the subject matter hereof and supersede any prior agreement(s) between FFB and you with respect to such subject matter. In the event of any inconsistency between the terms of these ACH Terms and the Depository Agreement, the terms of these ACH Terms shall govern. In the event performance of the services provided herein in accordance with the terms of these ACH Terms would result in a violation of any present or future statute, regulation or government policy to which FFB is subject, then these ACH Terms shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and FFB shall incur no liability to you as a result of such violation or amendment.

1. “ACH or ACH Network”: The Automated Clearing House, the funds transfer system (network) governed by NACHA Rules which provides for inter-financial institution clearing of electronic entries for participating financial institutions.
2. "Administrator": In addition to other privileges, an individual designated by you who is responsible for designating Users who are authorized to issue Entries on your behalf.
3. "Authorized Account(s)": The deposit account(s) designated by you for settlement of credit Entries and returned or dishonored debit Entries.
4. "Effective Entry Date": The date on which an Entry is to be posted to a Receiver's account.
5. “Entry”: Shall have the meaning provided in the NACHA Rules and shall also mean the data received from you from which FFB initiates each Entry, including credit and debit entries.
6. “FFIEC”: Federal Financial Institutions Examination Council, which issues regulatory guidelines and guidance.
7. "File": A collection of Entries transmitted as a group to FFB for processing.
8. “FinCEN”: Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury.
9. "IAT": International ACH Transaction, as defined in the NACHA Rules.
10. “NACHA Rules or Rules”: National Automated Clearing House Association Operating Rules providing complete guidance on rules and regulations governing the ACH Network, as may be amended from time to time.
11. "On-Us Entry": A credit Entry received for credit to an account maintained with FFB.
12. “RDFI”: Receiving Depository Financial Institution, a financial institution qualified by NACHA to receive ACH transactions.
13. "Receiver": The person or entity whose account will be credited or debited by an Entry.
14. “Security Procedures”: Unless otherwise agreed, the applicable security requirements and procedures for verifying the authenticity of Entries.
15. "Settlement Date": The Business Day when an Entry is debited or credited in accordance with your instructions.
16. “UCC4A”: Uniform Commercial Code Article 4A, the portion of the UCC which deals with certain funds transfers, including ACH credit transactions not subject to the Electronic Fund Transfer Act or Regulation E. This law outlines protections and responsibilities for parties to wholesale credit transactions and sets legal standards for commercially reasonable security procedures.
17. "User": In addition to other privileges, an individual designated by an Administrator who is authorized to issue Entries on your behalf. For purposes of these ACH Terms, the term User includes the Administrator.
18. To use the ACH Services, you must apply for ACH lending limits and be approved before any ACH access is granted. The ACH Guaranty, and if applicable, the ACH Third Party Agreement must be completed by you and delivered in-person to FFB. Approval may be subject to underwriting criteria established by FFB. FFB will communicate the nature and content of such criteria and required information. You agree to provide financial, business, and operating information as FFB may reasonably request. FFB may also require the personal guarantee of your principal or owner.
19. If you require an increase in ACH limits, you must provide written request to the ACH Coordinator at FFB for approval by the appropriate Loan Officer, Loan Committee, or Board of Directors. FFB reserves the right to require all ACH transaction files be pre-funded by you prior to transmission. All ACH transaction files may require prefunding. Prefunded files must be submitted in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days.
20. You acknowledge having access to a copy of the NACHA Rules and may contact FFB to borrow a NACHA rules book at any time. You will comply with and be bound by NACHA Rules in existence and any amendments made from time to time.
21. It is your responsibility that ACH transaction origination complies with U.S. law, including sanctions enforced by the Office of Foreign Assets Control (“OFAC”) blocking transactions to targeted individuals and countries. You shall obtain information regarding OFAC-enforced sanctions (available at OFAC Compliance Hotline: 800-540-OFAC or www.ustreas.gov/ofac) as needed. You further warrant that all actions contemplated by these ACH Terms, including preparation, transmittal, and settlement of Entries, shall comply with U.S. laws, regulations, regulatory guidelines, and official commentaries, including those issued by the FFIEC.
22. FFB agrees that performance of any action to debit or credit an account or transfer funds otherwise required by the Rules is excused to the extent such action is inconsistent with United States law, including FFB’s obligations under OFAC or any program administered by FinCEN. FFB will charge you with any fines or penalties imposed by OFAC, NACHA, or any organization incurred as a result of non-compliance by you, and you agree to fully reimburse and/or indemnify FFB for such charges or fines. In using the ACH Services you agree to abide by all applicable federal and state banking laws, rules, and regulations.

d. You agree that performance of any action by FFB to debit or credit an account or transfer funds otherwise required by the NACHA Rules is excused to the extent that such action is inconsistent with United States law, including FFB's obligations under OFAC or any program administered by FinCEN. You shall be charged with any fines or penalties imposed by OFAC, NACHA, or any organization incurred as a result of non-compliance by you, and you agree to fully reimburse and indemnify FFB for such charges or fines. Your duties set forth in these ACH Terms in no way limit the requirement of complying with the NACHA Rules.

e. In providing the ACH services FFB will further comply with standards set forth by the Federal Treasury’s “Green Book Guide.”

1. You agree to notify FFB immediately, according to notification procedures prescribed by FFB, if the authority of any Administrator(s) shall change or be revoked. You shall recover and return to FFB any Security Device (as defined below) in the possession of any User(s) whose authority to have the Security Device has been revoked.
2. Your Authorized Representatives will access the Business Online ACH system utilizing the preassigned Access ID and Password. User(s) shall initiate debit or credit Entries on your behalf. You will transmit all entries to FFB and are responsible for ensuring FFB receives transmission on or before deadlines described in these ACH Terms or otherwise in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days. You will conform all entries to the format, content, and specifications of NACHA Rules. All files will be formatted in NACHA format with transmission specifications established by FFB.
3. You agree online Entries shall comply with FFB’s Security Procedures, which are subject to change without notice. FFB shall be entitled to deem any person having knowledge of any Security Procedure to be an Authorized Representative. FFB shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person.
4. You authorize FFB to transmit all entries received in accordance with these ACH Terms and to post credit or debit entries to specified accounts. You are solely responsible for accurate creation, modification, and deletion of account information maintained in your personal computer and used for ACH transfers. You agree to comply with written procedures provided by FFB for creation, maintenance, and initiation of ACH transfers. You are solely responsible for any access to data files maintained on your computer and for operator security procedures on any personal computer used for the ACH Services.
5. Each entry is accurate, timely, has been authorized by the party whose account will be credited or debited, and otherwise complies with NACHA Rules;
6. Each debit entry is for a sum which, on the settlement date, will be owed to you by the party whose account will be debited, is for a sum specified by such party to be paid to you, or is a correction of a previously transmitted erroneous credit entry;
7. You have complied with all pre-notification requirements of NACHA Rules; and
8. You will comply with the Electronic Funds Transfer Act and Uniform Commercial Code Article 4A (UCC4A), if applicable, and shall otherwise perform your obligations in accordance with all applicable laws and regulations.

You will retain the original or copy of the authorization record as required by NACHA Rules for not less than two (2) years after termination or revocation of such authorization and will, upon FFB request, furnish such original or copy to FFB.

1. In a timely manner and in accordance with NACHA Rules, FFB shall: (i) process Entries received from you to conform with file specifications set forth in the NACHA Rules; (ii) transmit such Entries as an ODFI to the ACH processor selected by FFB; (iii) settle for such Entries as provided in the NACHA Rules; and (iv) in the case of an On-Us Entry, credit the Receiver's account in the amount of such credit Entry on the Effective Entry Date, provided such credit Entry is received by FFB at the time and in the form prescribed by FFB.
2. You acknowledge that NACHA Rules make provisional any credit given for any entry until the financial institution crediting the account receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the originator of the entry shall not be deemed to have paid the party.
3. You agree to maintain a deposit account with FFB at all times while utilizing ACH Services and for six (6) months after termination of your Agreement and/or the ACH Services. You will maintain immediately available funds in the deposit account as of applicable settlement date sufficient to cover all credit entries initiated. You authorize FFB to debit its deposit account on applicable settlement date in the amount of each entry.
4. Upon proper and timely request by you, FFB will use reasonable efforts to effect a reversal of an Entry or File. To be "proper and timely," the request must: (i) be made within five (5) Business Days of the Effective Entry Date for the Entry or File to be reversed; (ii) be made immediately, not to exceed ten (10) hours, upon discovery of the error; and (iii) be accompanied by a Reversal/Cancellation Request form and comply with all of the NACHA Rules. If you request reversal of a Debit Entry or Debit File, it shall concurrently deposit into your Account an amount equal to that Entry or File.
5. You shall notify the Receiver of any reversing Entry initiated to correct any Entry it has initiated in error. Under no circumstances shall FFB be liable for interest or related losses if the requested reversal of an Entry is not effected. You shall reimburse FFB for any expenses, losses or damages it incurs in effecting or attempting to act on your request for reversal of an Entry.
6. The periodic statement issued by FFB for your deposit account will reflect entries credited and debited to your account. You agree to notify FFB within a reasonable time, not to exceed three (3) business days from the date you review your accounts online or by other electronic means by which a discrepancy may be detected, and in any event no later than ten (10) business days after you receive a periodic statement, of any discrepancy between your records and the information in the periodic statement.
7. FFB shall provide you all information, as required by the NACHA Rules, with respect to each Notification of Change ("NOC") Entry or Corrected Notification of Change ("Corrected NOC") Entry received by FFB relating to Entries transmitted by you. FFB must provide such information to you within two (2) banking days of the Settlement Date of each NOC or Corrected NOC Entry. You shall ensure that changes requested by the NOC or Corrected NOC are made within six (6) banking days of your receipt of the NOC information from FFB or prior to initiating another Entry to the Receiver's account, whichever is later.
8. In no event shall FFB be liable for any consequential, special, punitive, or indirect loss or damage which you may incur or suffer in connection with these ACH Terms, including without limitation loss or damage from subsequent wrongful dishonor resulting from FFB’s acts or omissions pursuant to these ACH Terms.
9. FFB shall be further excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions, or other circumstances beyond FFB’s control. In addition, FFB shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in FFB having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in FFB otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority.
10. Subject to the foregoing limitations, FFB’s liability for loss shall be limited to general monetary damages not to exceed the total amount paid by you for the affected ACH service, as performed by FFB under these ACH Terms for the preceding thirty (30) calendar days.
11. You acknowledge and agree that the security procedures outlined in these ACH Terms (the “Security Procedures”), including without limitation, any code, password, personal identification number, user identification technology, token, certificate, or other element, means, or method of authentication or identification used in connection with a Security Procedure ("Security Devices") used in connection therewith, constitute commercially reasonable security procedures under applicable law for the initiation of ACH entries.
12. You authorize FFB to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified FFB, according to notification procedures prescribed by FFB, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) and until FFB has had a reasonable opportunity to act upon such notice.
13. You agree that the initiation of a transaction using applicable Security Procedures constitutes sufficient authorization for FFB to execute such transaction notwithstanding any particular signature requirements identified on any signature card or other documents relating to your deposit account maintained with FFB, and you agree and intend that the submission of transaction orders and instructions using the Security Procedures shall be considered the same as your written signature in authorizing FFB to execute such transaction.
14. You acknowledge and agree that you shall be bound by any and all Entries initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by User(s), to the fullest extent allowed by law. You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or Entries initiated by you and that you bear the sole responsibility for detecting and preventing such error.
15. You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to User(s). You agree to instruct each User not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. FFB shall distribute Security Devices to the Administrator and FFB shall otherwise communicate with the Administrator regarding Security Procedures. Your Administrator shall have responsibility to distribute Security Devices to User(s) and to ensure the proper implementation and use of the Security Procedures by User(s).
16. You are responsible to strictly establish and to maintain procedures to safeguard against unauthorized transactions. You warrant that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agree to take reasonable steps to maintain the confidentiality of the security procedures and any passwords, codes, security devices, and related instructions provided by FFB. If you believe or suspect that any such information has been accessed by an unauthorized individual, you will verbally notify Financial Institution immediately, followed by written confirmation. The occurrence of such notification will not affect any transfers made in good faith by FFB prior to the notification and within a reasonable time period to prevent unauthorized transfers.
17. Where you have the ability to change or modify a Security Device from time to time (e.g., a password or PIN), you agree to change Security Devices frequently in order to ensure the security of the Security Device. You agree to notify FFB immediately if you believe that any Security Procedures or Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) or if you believe that any ACH transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, FFB may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but FFB shall not be liable to you or any third party for any delay in taking such actions.
18. You agree to notify FFB immediately, according to notification procedures prescribed by FFB, if the authority of any Administrator(s) shall change or be revoked. You shall recover and return to FFB any Security Devices in the possession of any User(s) whose authority to have the Security Device has been revoked.
19. FFB reserves the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in FFB's discretion. FFB will endeavor to give you reasonable notice of any change in Security Procedures; provided that FFB may make any change in Security Procedures without advance notice to you if FFB, in its judgment and discretion, believes such change to be necessary or desirable to protect the security of FFB's systems and assets. Your implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.
20. You are solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control. FFB is not responsible for any computer viruses (including, without limitation, programs commonly referred to as "malware," "keystroke loggers," and/or "spyware"), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an online system or any ACH Origination services. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and FFB is not responsible for any damage to your computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems. FFB is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems or accessed through an Internet connection.
21. You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as "phishing" and "pharming"). You agree to educate User(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. You acknowledge that FFB will never contact you by e-mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information. In the event you receive an e-mail or other electronic communication that you believe, or has reason to believe, is fraudulent, you agree that neither you nor your User(s), agents, and/or employees shall respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail. You agree that FFB is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or Internet fraud.
22. In the event of a breach of the Security Procedure, you agree to assist FFB in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing FFB or FFB's agent access to your hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. You further agree to provide to FFB any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party. Your failure to assist FFB shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by FFB.
23. You agree to transmit all Files via pre-arranged access to ACH system utilizing agreed upon logon procedures and proper access identification and in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days. You further acknowledge and agree that all Files will be encrypted before being transmitted.
24. You shall not initiate any IAT Entries without FFB's prior approval. If approved by FFB, IAT Entries are transmitted by FFB in U.S. dollars and converted to the local currency for receipt in the foreign country at the exchange rate determined by FFB's processor on the date determined by FFB's processor. All risk of fluctuation in the applicable exchange rate is borne by you and you agree and acknowledge that FFB shall not be liable to you for any loss or charge incurred by you as the result of the application of any foreign currency exchange criteria imposed by any institution or agency located outside the United States.
25. You bear the risk of any loss caused by any delay, tax, cost, tariff, fee, or other charge incurred on account of the Entry in any country outside the United States. You hereby indemnify FFB from and against any and all resulting claims, demands, losses, liabilities, or expenses, including attorneys' fees and costs, resulting directly or indirectly from your origination of an IAT Entry.
26. In addition to the termination rights contained in the Agreement, FFB may terminate your access to and/or use of the ACH Services immediately upon its determination that you are in violation of these ACH Terms, the ACH Rules, or applicable laws, or if you initiate any bankruptcy proceeding or is otherwise declared insolvent. FFB shall have no obligation to transmit Entries if you are in default of any of your obligations hereunder, including the obligation to pay FFB for each credit Entry.
27. Any termination of this Agreement shall not affect any of FFB’s rights or your obligations with respect to any Entries initiated by you prior to such termination, or your payment obligations with respect to services performed by FFB prior to termination, or any other obligations that survive termination of the Agreement and/or these ACH Terms. Your obligation with respect to any Entry shall survive.
28. Except as stated herein, FFB shall not be required to act upon any notice or instruction received from you or any other person, or to provide any notice or advice to you or any other person with respect to any matter. FFB shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by your authorized representative, and any such communication shall be deemed to have been signed by such person. Such notice shall be effective on the second business day following the day received by FFB.
29. Any written notice or other written communication required or permitted under these ACH Terms shall be delivered or sent by U.S. mail, if to you, at your address on record with FFB and if to FFB, at the address listed online at P.O. Box 2029, Lake City, FL 32056, unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise stated herein, any such notice shall be deemed given when received. You will transmit files to FFB at the above address. You may also contact FFB via telephone at the telephone numbers found online at (386)-755-0600.

BUSINESS ONLINE REMOTE DEPOSIT CAPTURE ADDITIONAL TERMS AND CONDITIONS

These Business Online Remote Deposit Capture Additional Terms and Conditions (the “RDC Terms”) govern the FFB Business Online Remote Deposit Capture services (“RDC” and/or “RDC Services”). RDC allows FFB customers to convert physical checks into digital images that can be electronically transmitted to FFB for deposit. You must complete the Remote Deposit Capture Program Application and Approval Form and, if approved, you will be permitted to use RDC in accordance with these RDC Terms. By applying for or using RDC services, you agree to all terms and conditions herein, as may be periodically revised.

1. Definitions.
2. Image and Conversion Process.
3. Provision of Services. Subject to these RDC Terms, FFB agrees to provide the RDC Services to you. FFB has the right to determine, in its sole discretion, the nature and extent of services provided. The RDC Services are the sole property of FFB, and you have no ownership rights in the service or any other FFB or supplier property, except rights expressly granted under these RDC Terms. FFB reserves the right to modify these RDC Terms and/or the RDC Services from time to time without prior notice, provided FFB will give at least thirty (30) days’ notice before making modifications that materially alter functionality or increase the related fees.
4. Equipment and Software. Upon approval and payment of all related fees, FFB may provide necessary image capture equipment and software to you (the “Equipment”). All Equipment remains FFB’s property and must be returned upon termination of your RDC Services. FFB makes no warranties of merchantability, fitness for particular purpose, or any other warranty, express or implied, regarding the Equipment. Manufacturer’s warranties may accompany the Equipment; if the Equipment fails under warranty, you will contact FFB directly. FFB is not responsible for equipment malfunctions, computer viruses, or related problems. FFB may make changes to the RDC Services that render the Equipment incompatible; FFB will notify you of such changes but has no obligation to update or replace the Equipment. You will also provide necessary computer equipment and telecommunications services to connect to FFB’s system.
5. Compliance with Laws and Regulations. You shall comply in all material respects with Check 21, FFIEC guidance for RDC transactions, and all applicable federal and state banking laws, rules, and regulations. You agree not to generate transactions violating U.S. laws or regulations, including sanction laws administered by the Office of Foreign Assets Control (“OFAC”). You are responsible for obtaining information regarding OFAC-enforced sanctions (available at OFAC Compliance Hotline: 800-540-OFAC or www.ustreas.gov/ofac). You will further process transactions as described in the RDC Customer Reference Guide (the “Guide”) provided or otherwise made available by FFB.
6. Eligible Items. You agree all deposited items are: (a) drawn on a U.S. financial institution (excluding territories); (b) properly payable under applicable law, including UCC Articles 3 and 4; and (c) not drawn on you or your affiliates. Eligible items include original checks in U.S. dollars with valid U.S. routing numbers, including personal, corporate, government checks, cashier’s checks, travelers’ checks, and money orders. Ineligible items include photocopies, fax copies, and foreign checks without U.S. routing numbers. Funds availability and final payment requirements are governed by FFB’s Account Agreement and applicable laws and regulations, including Federal Reserve Regulation CC. FFB may require you to maintain reserves to cover charges, costs, expenses, or losses incurred in connection with the services.
7. Retention and Destruction of Items
8. Your Representations, Warranties, and Covenants. You represent, warrant, and covenant to FFB:
9. Indemnification. You shall indemnify, defend, and hold harmless FFB and its affiliates, officers, directors, employees, and agents (collectively, “Indemnified Parties”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees) arising from or related to: (a) your breach of any and all warranties, representations, or covenants as set forth in these RDC Terms; (b) your negligence or willful misconduct related to your use of the RDC Services; (c) third-party claims related to items or images transmitted; (d) violation of laws or regulations; (e) unauthorized access resulting from your failure to maintain security; or (f) duplicate presentment or processing of items.
10. FFB Obligations and Limitations
11. Fees. Monthly fees are associated with the RDC Services, including those related to the applicable equipment and software. The current fees are available in the Fee Schedule at https://www.ffbf.com/fees. You authorize FFB to debit your deposit account(s) for any and all applicable fees.
12. Settlement and Account Requirements. Once files are successfully received and processed, FFB will send daily settlement files to your deposit account(s) utilizing the Automated Clearing House (“ACH”) system administered by NACHA. You will cooperate with FFB for transaction balancing, whereby unbalanced items will be placed in suspense pending resolution. You shall maintain a deposit account with FFB at all times while utilizing the RDC Services.
13. Reports and Statements. FFB shall provide you with daily reports via the Internet detailing processed items, returned items, and deposit adjustments. You agree to notify FFB within a reasonable time, not exceeding three (3) business days from reviewing accounts online or by other electronic means detecting discrepancies, and in any event no later than ten (10) business days after receiving a periodic statement, of any discrepancy between your records and statement information.
14. Training and Employee Management. Upon acceptance of your application, you will be provided with a copy of the Guide or access thereto. You will comply with all provisions and requirements in the Guide. You agree to train employees in overall RDC use, including supervision and auditing of employee use. You are solely responsible for accurate creation, modification, and deletion of account information maintained on your computer and used for RDC. You are solely responsible for employee access to data files and operator security procedures on any computer used for or in conjunction with the RDC Services.
15. Returned Items. If FFB receives a returned item after you have terminated the Agreement, you agree FFB may debit your deposit account. If such account has been closed, FFB will send a payment request to you, and you agree to pay FFB within a commercially reasonable time, not to exceed thirty (30) days. It is your responsibility to collect any owed funds from returned transactions.
16. Substitute Checks. FFB represents and warrants it has capability to receive image files and initiate Image Replacement Documents. FFB agrees to remain the Reconverting Bank for all purposes under Check 21 and makes all warranties required thereunder.
17. Inconsistency of Name and Account Number. You acknowledge that if an item describes the payee inconsistently by name and account number, payment may be made based on the account number even if it identifies a person different from the named payee.
18. Audit and Financial Information. FFB reserves the right to visit your site to ensure compliance with your obligations and may conduct periodic onsite inspections of the related equipment and control procedures. Upon FFB request, you agree to provide current financial statements not less frequently than annually. FFB reserves the right to require you to provide financial information from time to time to comply with financial monitoring. FFB may obtain credit information about you from others and report your credit experience with FFB to others. FFB will not be liable for claims arising from use of information provided by others or for providing such information to others.
19. Termination. Upon termination of the RDC services, these RDC Terms, or the Agreement, all Equipment and software will be returned by you to FFB. You agree to certify in writing that all remaining original checks have been destroyed by commercially reasonable method (e.g., shredding). FFB has no obligation to transmit entries if you are in default of any obligations hereunder.
20. Limitation of Liability. You are responsible for all consequential damages resulting from lack of proper controls over processed checks. Subject to indemnification obligations, FFB’s liability for loss shall be limited to general monetary damages not exceeding the total amount paid by you for the affected RDC Services for the preceding thirty (30) calendar days.

1. “Account”: A demand deposit account or other deposit account you have with FFB that FFB permits to be linked to RDC services.
2. “Account Agreement”: Any agreement executed or in effect between you and FFB covering rights, obligations, responsibilities, and standards applicable to any deposit account owned by you at FFB.
3. “ACH or ACH Network”: The funds transfer system (network) governed by NACHA Rules which provides for inter-financial institution clearing of electronic entries for participating financial institutions.
4. “Check 21”: The Check Clearing for the 21st Century Act, U.S. federal law enacted October 28, 2003, effective October 28, 2004, allowing recipients of paper checks to create digital versions, eliminating need for further physical document handling.
5. “NACHA Rules”: National Automated Clearing House Association Operating Rules providing complete guidance on rules and regulations governing the ACH Network.
6. “Substitute Check” or “Image Replacement Document” (“IRD”): A paper reproduction of the original check that: (1) contains an image of the front and back of the original check; (2) bears a MICR line containing all information appearing on the original check’s MICR line, except as provided under generally applicable industry standards; (3) conforms in paper stock, dimension, and otherwise with generally applicable industry standards; and (4) is suitable for automated processing in the same manner as the original check.
7. Uniform Commercial Code (“UCC”): Article 3 governs creation, transfer, and payment of negotiable instruments. Article 4 governs the relationship between a financial institution and customers regarding collection and payment of financial items. Article 4A (UCC4A) addresses certain funds transfers, including ACH credit transactions not subject to the Electronic Fund Transfer Act or Regulation E, outlining protections and responsibilities for wholesale credit transactions, and setting legal standards for commercially reasonable security procedures.
8. When using the RDC services you use an imager specified by FFB to scan paper checks to create an image cash letter file for electronic transmission to FFB. You are responsible for purchasing and configuring such equipment and software according to FFB’s requirements and providing telecommunications services to connect to FFB’s system. You are responsible for image quality of all transmitted items and must ensure checks meet ANSI X937 standards, or other standards established by FFB. If an image cannot be processed due to poor quality, FFB shall not be responsible for processing delays.
9. Captured images are transmitted to FFB, processed, and sent to the Federal Reserve and/or correspondent check clearing network, enabling electronic check clearing instead of physical transport. When necessary, FFB will prepare Substitute Checks or Image Replacement Documents (“IRD”) as defined in the Check Clearing for the 21st Century Act (“Check 21”) to facilitate processing and collection. Images received by the daily cutoff time are treated as same-day deposits and receive same-day credit. Images received after cutoff are treated as next business day deposits. Cut off times are outlined in our Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days. You are responsible for balancing deposit amounts to checks before transmission and will receive electronic acknowledgment of deposits.
10. You will retain original checks deposited via RDC for a reasonable period not exceeding forty-five (45) calendar days from processing date to verify settlement, credit, or balance statements. After this period, you will destroy originals using a shredder as the preferred method. You agree to have controls in place ensuring all processed checks are destroyed within a commercially reasonable period, typically fourteen (14) days. No transmitted check shall be deposited into any bank causing duplicate debits from the check writer’s account. If you choose to retain checks beyond forty-five (45) days, you are not following our check retention/destruction guidelines and must adjust your internal practices to match. Moreover, you agree to waive, indemnify, and hold FFB harmless from any and all claims, demands, losses, damages, expenses and liabilities whatsoever which you may sustain or incur as the result of stolen or misplaced checks.
11. You must establish security procedures reviewed by and acceptable to FFB to safeguard originals during retention, preventing theft, reproduction, unauthorized use, or fraudulent activity. You agree to keep confidential all personal nonpublic information in items to the same extent required of FFB by applicable law. You will execute and deliver a separate Confidentiality Agreement if requested by FFB. FFB will retain IRDs for seven (7) years and image cash letter files for seven (7) years.
12. For any investigation involving an imaged item that is (i) illegible or poor quality, (ii) from an unusual transaction, or (iii) subject to dispute, you agree to produce either the original or your own image. If you cannot provide either, FFB’s IRD, image, or related information shall be conclusive as to the item’s terms.
13. Only acceptable items will be deposited, no items have been altered, and all signatures are authentic and authorized;
14. Original items being imaged are made payable to you;
15. Images will meet FFB’s quality standards;
16. No duplicate items or files will be submitted;
17. You have authority and legal right to transfer, negotiate, and collect each item;
18. Items are not subject to defenses, claims, or returned items that would result in rejection or dishonor;
19. Information in images and data transmitted is accurate and authorized;
20. You will not knowingly transmit viruses or harmful components; and
21. You will comply with all applicable laws, regulations, and FFB security procedures at all times.
22. FFB will process, transmit, and settle received images in a timely manner according to applicable standards. FFB shall be responsible only for performing services expressly provided in the Agreement and liable only for its gross negligence. FFB is not responsible for your acts or omissions, including accuracy, timeliness, or authorization of items. FFB may reject any file or image that does not comply with applicable rules or if you are not in compliance with these RDC Terms. FFB has no obligation to notify you of rejection and has no liability for rejection or failure to notify.
23. FFB shall not be liable for consequential, special, punitive, or indirect losses, including subsequent wrongful dishonor. FFB is excused from failing to act or delays caused by legal constraints, transmission interruptions, equipment failure, war, emergency conditions, or circumstances beyond FFB’s control. FFB is excused from transmitting or delaying transmission if such action would exceed FFB’s intra-day net funds position limits or violate Federal Reserve risk control programs or regulations.

BUSINESS ONLINE POSITIVE PAY ADDITIONAL TERMS AND CONDITIONS

The following Business Online Positive Pay Services Additional Terms and Conditions (the “Positive Pay Terms”) provide the terms and conditions governing the FFB Business Online Positive Pay services (“Positive Pay” and/or the “Positive Pay Services”). Each time we provide the Positive Pay Services to you, you agree to abide by these Positive Pay Terms and all other terms, conditions, agreements, security procedures, fee schedules, and disclosures applicable specifically to the Positive Pay Services we offer. If there is a conflict between these Positive Pay Terms and the UCC (as defined below), the provision of these Positive Pay Terms will control.

1. Definitions.

1. “ACH Policy” means the parameters established by you through ACH Positive Pay to allow payment of ACH withdrawals or acceptance of ACH deposits. The ACH Policy is also referred to as ACH Filter.
2. “ACH Positive Pay” means the service described below that includes the use of established ACH Policies to dictate what ACH debit and credit items require further review before posting. Unless indicated elsewhere in these Positive Pay Terms, all terms and conditions of these Positive Pay Terms apply to the ACH Positive Pay service.
3. "Authorized Account" means each account you maintain with us to which our Check Positive Pay and ACH Positive Pay services will apply.
4. "Available Funds" means funds on deposit in an Authorized Account and available for withdrawal pursuant to applicable law and our funds availability schedule and policies.
5. “Banking Day” means our regular business days, which are Monday through Friday except for holidays observed by the Federal Reserve Bank.
6. "Decision" means a Pay Request or a Return Request.
7. "Exception Item" means:
   • for Positive Pay Service, a Presented Check that does not match a check described in an Issue File.
   • for Reverse Positive Pay, a Presented Check for which you wish to submit a Return Request.
   • for ACH Positive Pay, any debit or credit that does not match your established ACH Policy.
8. "Exception File " means an electronic report or list made available to you that describes Exception Items.
9. "Issue File" means an electronic file you transmit to us that describes checks drawn by you on a specific Authorized Account.
10. “Pay Request” means your instruction to us to pay an Exception Item.
11. “Check Positive Pay” means the service described in Section 3 below that includes the use of Issue Files and Exception Files. Unless indicated elsewhere in these Positive Pay Terms, all terms and conditions of these Positive Pay Terms apply to Check Positive Pay Service.
12. "Presented Check" means a check drawn on an Authorized Account and presented to us for payment through the check collection system.
13. “Presented ACH Entry” means an ACH debit or credit entry presented to us for payment from an Authorized Account.
14. “Return Request” means your instruction to us not to pay an Exception Item.
15. "UCC" means Article 3 and 4 of the Washington Uniform Commercial Code, as amended, a law that governs check deposits and collections.

2. General Terms of Positive Pay.

a. UCC Liability. To the extent applicable, and except as modified below, the liability provisions of the UCC will govern these Positive Pay Terms.

b. Report and Returned Request Transmittal. All Exception Files, Issue Files, and Pay/Return Requests will be and must be transmitted electronically using the Positive Pay Service, Reverse Positive Pay, or ACH Positive Pay.

c. System Failure. In the event of a system failure at FFB that results in an Exception File, Issues File, Pay Request, or Return Request that cannot be received, made available or processed by us, we will attempt to contact you through commercially reasonable methods. If we cannot reach you, we will act pursuant to your default selection. In the event of your system failure please contact the FFB Corporate Services team via telephone at 386-755-0600 Ext. 4151 to provide us with related instructions. If you do not contact us before the applicable cut-off time, we will act pursuant to your default selection.

d. Errors. We are not responsible for detecting any error contained in any Issue File, Pay Request, or Return Request you send us. Occasionally a Presented Check may appear on Exception File when it has been presented to FFB on a previous Issue File. You, and not FFB, are responsible for reconciling such reports and providing us with appropriate instructions per these Positive Pay Terms.

e. Not Covered. These Positive Pay Terms do not apply to a check or ACH debit or credit Item that we have already cashed, negotiated, or paid, or which is already committed to honor or pay under applicable laws, regulations or rules governing such items.

f. Wrongful Honor. It will constitute wrongful honor by us if we pay an Exception Item for which you issued a Return Request. If there is wrongful honor: (i) we will be liable to you only for the amount of the wrongfully paid Exception Item or your actual damages resulting from our payment of the Exception Item, whichever amount is less; (ii) we retain the right to assert that you failed to exercise reasonable care under the UCC; and (iii) we retain the right to assert the defense that you have sustained no actual damages because our honor of the Exception Item discharged an indebtedness of yours for value.

g. Wrongful Dishonor. Except as provided below, it will constitute wrongful dishonor by us if we dishonor an Exception Item and you have not properly submitted a Return Request. Our liability for wrongful dishonor of an Exception Item will be limited only to the damages for wrongful dishonor recoverable under the UCC, as limited below. Notwithstanding, we will have no liability to you for wrongful dishonor when we, acting in good faith, return an Exception Item: (i) that we reasonably believed was not properly payable; (ii) if there are insufficient Available Funds on deposit in the Authorized Account; or (iii) if we, in our reasonable estimation, are required to do so by the service of legal process on us or the instructions of regulatory or government authorities or courts.

h. Rightful Payment and Dishonor. Except as provided below, if we honor an Exception Item in accordance with the pay option, such honor will be rightful, and you waive any right you may have to assert that the Exception Item was not properly payable under the UCC. If we dishonor an Exception Item in accordance with a Return Request you submitted, the dishonor will be rightful, and you waive any right you may have to assert that the dishonor was wrongful under the UCC. You agree that we exercise ordinary care whenever we rightfully pay or return an Exception Item consistent with the provisions of these Positive Pay Terms.

i. Assignment. To the extent that you suffer a loss under these Positive Pay Terms, we assign to you any claim that we would have against a depositary or collecting bank to recover the loss, including any claim of breach of warranty under the UCC.

j. General Liability Limitation. We will be responsible only for performing the services expressly provided for in these Positive Pay Terms, and we will be liable only for our gross negligence in performing the Positive Pay services. Unless specifically provided for in these Positive Pay Terms, we will not be responsible for your acts or omissions (including without limitation acts or omissions relating to the amount, accuracy, timeliness of transmittal or due authorization of any information received from you). You agree to indemnify, defend, and hold us harmless from and against any loss, liability, claim or expense (including attorneys' fees and expenses) resulting from (i) any claim of any person against us arising out of or relating to these Positive Pay Terms, except to the extent caused by our own gross negligence, or (ii) any act or omission by you or any other person. Unless specifically provided for in these Positive Pay Terms, we will not be liable for any consequential, special, punitive, or indirect loss or damage which you may incur or suffer in connection with Agreement, including without limitation loss or damage from wrongful dishonor resulting from our acts or omissions under these Positive Pay Terms. Our liability, if any, to you for loss of interest resulting from our error or delay will be calculated by using a rate equal to the effective Federal Funds rate at the Federal Reserve Bank of New York for the period involved. At our option, payment of such interest may be made by crediting the Authorized Account. You and we explicitly agree that (i) any item we pay as provided in these Positive Pay Terms will be deemed “properly payable” as that term is used in the UCC, and (ii) any item we return consistent with these Positive Pay Terms will be deemed a rightful dishonor for purposes of the UCC, and you will bear any loss resulting from such payment or dishonor. The liability limitations in this paragraph apply notwithstanding any other provision of these Positive Pay Terms.

k. Employees. You acknowledge and agree that you are responsible for all acts and omissions of your employees, agents, officers, directors, and others in connection with the positive pay services we provide under these Positive Pay Terms. You further acknowledge that you are responsible for selecting, hiring, and monitoring the activities of such persons, including any activities relating to positive pay services. You understand that for security purposes, we recommend that you separate the person(s) responsible for uploading Issue Files and reviewing Exception Files.

l. Communications. We will deem any communication or File purporting to have been sent by you or under your username and password to have been sent by and authorized by you, and you authorize us to act without liability in reliance on such communication or File, even if it was unauthorized.

3. Check Positive Pay.

1. Standard Issue File. You agree to transmit to us an Issue File in the file format we specify. The Issue File must accurately state the check number, the issue date and the exact amount of each check drawn on each Authorized Account since the last Issue File was transmitted. Each Issue File must be transmitted via Positive Pay before checks are presented for payment. We will compare each Presented Check by check number and amount against the Issue Files we have received.
2. Payee Issue File. You agree to transmit to us an Issue File in the file format we specify. The Issue File must accurately state the check number, the issue date, the exact name of the Payee, and the exact amount of each check drawn on each Authorized Account since the last Issue File was transmitted. Each Issue File must be transmitted via Positive Pay before checks are presented for payment. We will compare each Presented Check by check number, amount, and Payee against the Issue Files we have received.
3. Payment of Presented Checks; Reporting of Exception Items. On each Banking Day, we will do the following: (i) create an Exception File that indicates whether we have received any Exception Items and, if so, specify the check number, amount and Payee (for Payee Issue Files) of any such Exception Items; (ii) transmit the Exception File to you via email; and (iii) pay and charge to the Authorized Account each Presented Check unless a Return Request is received in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days.
4. Payment of Exception Items. We will finally pay and charge to the Authorized Account any Exception Items drawn on that Account, unless we received a timely Return Request instructing us to return the Exception Item. Your Return Request must identify each Exception Item by the complete check number, amount, and Payee (for Payee Issue Files) specified in the Exception File and must specifically instruct us to return the Exception Item. You must transmit the Return Request to us electronically via Business Online. For Positive Pay Service, the Return Request must be received by us in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days. We will return to the depositary bank any Exception Item consistent with your proper and timely Return Request. You understand that the use of a Return Request is not the same as a stop payment order, and you agree that you will not use a Return Request as a substitute for a stop payment order. Please see your Deposit Account Terms and Conditions for information on stop payments.
5. Revised files. Each Issue File or Decision (together, “File”) you transmit to us will be considered final, correct, and complete upon receipt. You have no right to revoke or amend a File once we have received it. However, upon your request, we may, but are not required to, use reasonable efforts to act on a request to revoke or amend a File. We will have no liability if your request to revoke or amend a File is not acted upon and/or processed. We may, at our discretion, revise any Exception File we send to you. We may transmit the revised Exception File in the form of a complete replacement file or a partial amendment to the Exception File originally sent. We will transmit any such replacement or amendment so that it is received by you prior to the deadline for the original Exception File as set forth above. We will use only Issue Files that comply with Section 3(a) above when we prepare Exception Files under these Positive Pay Terms. You will use Exception Files transmitted in accordance with Section3(b) above, including any revisions under this section, when you prepare Decisions. We will not be obligated to comply with any Decision received after a deadline under these Positive Pay Terms but may instead treat such a Decision as though we had not received it. We are not responsible for detecting any error contained in any File you transmit to us.

4. ACH Positive Pay

1. ACH Policies. ACH Policies dictate which ACH debit and credit entries are paid or marked as an exception requiring review when presented against an authorized account enabled for ACH Filter. ACH Policies are configured by you and can be added, amended, and deleted through the Positive Pay platform at your discretion and must be in place in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days to ensure that the system will recognize it once presented. The Bank will not define ACH Policies on your behalf and is not responsible for any errors which may occur from establishing ACH Policies to pay ACH debit or credit entries which are presented against your account.
2. Payment of Presented ACH Entry, Reporting of Exception Items. If a Presented ACH Entry matches an ACH Policy, it is processed normally and paid from the Authorized Account. If a Presented ACH Entry does not match the criteria defined in an ACH Policy, or if there is no ACH Policy in place, it will be presented as an Exception Item. You will be sent an Exception File by email each Banking Day which includes the Exception Items for the Presented ACH Entries that do not match the criteria defined in the ACH Policies established by you. The Exception Items will be reviewed by you in the Positive Pay system, and you shall issue a Pay Request or Return Request in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days. If a Pay Request or Return Request is not received by the stipulated decisioning cut-off time, the item will be handled in accordance with the default policy set by you. You assume full responsibility for the completeness and accuracy of all information furnished to us. We assume no responsibility for detecting or correcting ambiguous, incomplete, untimely, or inaccurate information provided by you. Our willingness to process Exception Items will not be considered a waiver of any requirement of these Positive Pay Terms, and we may discontinue processing Exception Items without prior notice.
3. Payment of Exception Items; Submission of Pay or Return Instruction. You agree to deliver the Decision for your Exception Items in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days. All Decisions submitted using Positive Pay shall be conclusively presumed to have been submitted by an Authorized Representative and is authorized to constitute Decisions authorized by you. The Bank is unable to fulfil instructions to block or filter ACH Debit Entry items which are being presented for the reason of a reversal or a return regardless of the instructions provided by you through the Positive Pay system.
4. ACH Block. You understand that with ACH Block, all ACH Debits and ACH Credits are blocked and presented to you to be reviewed as an Exception Item. If the items are not decisioned upon by the designated cutoff time in accordance with the Schedule of Processing Days and Deadlines found online at https://www.ffbf.com/schedule-processing-days, the system will handle items in accordance with your default ACH policy. Furthermore, you understand that with a block in place, FFB cannot process any unauthorized ACH Debit or ACH Credit on the account.

General Provisions

1. Fees and costs. You agree to pay our current fees and charges for positive pay services. Our current fee schedule can be found online at https://www.ffbf.com/fees.
2. Payment for Services. We may, on a monthly basis, debit the Authorized Account for payment of any fees or charges due, unless you arrange another payment procedure acceptable to us. We reserve the right to charge any Authorized Account or any other account of yours, in our sole discretion, if an Authorized Account is not specified on the addendum, or if the specified Authorized Account has insufficient funds or is no longer active.
3. Amendments. We may amend these Positive Pay Terms at any time by giving you written notice, electronic notice through the Positive Pay platform, or by sending a copy of the amended Positive Pay Terms to one (1) or more of your addresses as listed on our records.
4. Termination. You may terminate these Positive Pay Terms by providing written notice at least five (5) calendar days prior to the termination date specified in such notice. We may terminate these Positive Pay Terms immediately upon notice to you and may also terminate these Positive Pay Terms immediately without prior notice if we, in good faith determine that (i) continued performance of these Positive Pay Terms poses a security threat or risk of loss to us, (ii) the Authorized Account is closed by you or by us for any reason, or (iii) you use the Positive Pay services in lieu of stop payment orders or otherwise in a manner inconsistent with the intended purpose. Notwithstanding any such termination, these Positive Pay Terms will remain in full force and effect as to all Presented Checks that have been presented to us prior to the date of termination.
5. Waiver. We do not waive any rights under these Positive Pay Terms by delaying or failing to exercise them at any time.
6. Force Majeure. Except as otherwise provided by the UCC, we will not be liable for our inability to perform our obligations under these Positive Pay Terms when such inability arises out of causes beyond our control, including, without limitation, any act of God, accident, equipment failure, system failure, pandemic, labor dispute, or the failure of the Internet or any third party electronic or telecommunication service (a “Force Majeure event”). If any Force Majeure event occurs and as a result, we do not receive or are unable to process an Issue File, Decision or verify any existing ACH Policies, the Issue File or Decision will be deemed to have not been received by us, even if we have actually received it, and Presented ACH Entries may be returned or paid regardless of the criteria outlined in the ACH Policy.
7. Taxes. You are responsible for all tariffs, duties, or taxes (excluding U.S. federal, state, and local taxation on our income) imposed by any government or governmental agency in connection with any Positive Pay payment order.
8. Security. You understand the importance of your role in preventing misuse of your Accounts through the Service. You agree to protect the confidentiality of your Account and Account number(s), your Password, and your personal identification information, such as your driver's license number and Social Security number. You understand personal identification information by itself, or together with information related to your account, may allow unauthorized access to your account. Your Username, Password, and any tokens issued in connection with Service are intended to provide security against unauthorized entry and access to your accounts. The identity of your password is not, and should not, be communicated to us. You accept responsibility for the confidentiality and security of your password. Data transferred via the service is encrypted in an effort to provide transmission security. To use Positive Pay, you will need a computer or mobile device that has access to the internet through a web browser that supports a 128-bit encryption, also known as “Domestic” or “U.S.” grade encryption. Examples of supported browsers are Google Chrome and Microsoft Edge. Notwithstanding our efforts to ensure the service is secure, you acknowledge the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant all data transfers utilizing the service, or email transmitted to and from us, will not be accessible by others.
9. Service Interruptions, Viruses, and the Internet. Positive Pay may be unavailable at certain times when required maintenance or upgrades are necessary, unforeseen maintenance is required, or unforeseen events occur, such as earthquakes, fires, floods, and computer failures, interruptions in internet or telephone service, or electrical outages. We will make commercially reasonable efforts to ensure the availability of the Positive Pay Services. However, we are in no way liable for the unavailability of all or any portion of Positive Pay. It is possible to contract an electronic virus by using the internet or materials downloaded from it. We make every attempt to keep Positive Pay virus-free, but we cannot assure you that the website and any software or other information downloaded from it will be virus free. We are not responsible for any virus or viruses that you may encounter, including, without limitation, any virus-related problems that may be associated with the use of Positive Pay. Data transferred via Positive Pay is encrypted to provide transmission security. Notwithstanding our efforts to ensure that Positive Pay is secure, you acknowledge that the internet is inherently insecure and that all data transfers, including e-mail, occur openly on the internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing Positive Pay or email transmitted to or by us will not be monitored or read by others.