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1 VI (c) The Bank and its subcontractors make no representations or warranties, whether express, implied or statutory regarding or relating to any of the technology or service and/or access to or use of the service or technology provided to the Customer hereunder. The Bank and its subcontractors specifically disclaim any and all implied warranties of merchantability, fitness for a particular purpose and noninfringement. The Bank and its subcontractors also do not guarantee that the Customer's access to the service provided under these terns will be uninterrupted, error free or secure. 6. Third -Party Service Provider. The Customer may choose to use a third -party service provider or service bureau to submit Items or perform other functions for and on the Customer's behalf. If the Bank accepts such Items or other instructions from the Customer's provider or service bureau, the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customers provider including all costs and expenses incurred by the Customer's provider. 7. Pricing ScheduleNolumelTermination Penalties. The Bank and the Customer may agree to a pricing schedule incorporated herein by reference, including the length of time the service will be provided, the charges /fees and the volumes, as may be stated in the pricing schedule. If the Customer terminates the Service or the service is otherwise terminated without fault of the Bank prior to the period of time set forth in the pricing schedule, the Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the service for the period of time the service was provided to the Customer Such termination fee shall be paid within thirty (30) days' after the effective termination date. 8. Limitation of Liability. In no event will the Bank's liability under these terns for any damages of any kind exceed an amount equal to the fees the Customer paid the Bank for the service during the twelve (12) months preceding the date on which the Customer made the corresponding claim. If the Customer makes a claim during the first twelve (12) months of the service, the Bank's liability will be limited to the average monthly fee the Customer paid during that time multiplied by 12. This limitation of liability is in addition to the terms set forth in the Account Terms. 9. Indemnification. The Customer agrees to indemnify the Bank for any loss or expense (including attorney's fees and expenses of litigation) resulting from: breach of any of the warranties made by the Customer pursuant to these service terms or the Account Documentation; any claim pertaining to any warranty or indemnity that the Bank makes with respect to an Item under the Check Clearing for the 21' Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearinghouse rules applicable to Items. These indemnities are in addition to those in the Account Terms and relevant Service Terms. 10. Miscellaneous. The provisions of Sections 3, 5, 7, 8 and 9 shall survive termination of these Service Terms. H. Image Deposit Direct 1. Service Terms. JPMorgan Chase Bank, N.A. ( "Bank ") will provide Customer the Image Deposit Direct (IDD) Service (the "Service") in accordance with the provisions set forth in these Image Deposit Direct Service Terms (the "Service Terms "). The provisions of the Bank's account documentation, including the account terms governing the operation of business accounts and services and any applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation ") are incorporated herein. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terns will prevail. Capitalized terns used in these Service Terns and not defined herein have the meanings set forth in the Account Documentation. 2. The Service. The Service allows Customer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashiers checks, traveler's checks payable in U.S. Dollars and drawn on U.S. banks or US Postal Service Money Orders, payable to the Customer, by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a"Scanner"), to create an electronic image of an original paper check or item and other paper source documents (collectively, "Item ") and transmitting the image of the Item ( "Image ") and related data to Bank. As part of the Service Customer must use software and hardware provided by or acceptable to Bank. Customer is solely responsible for the Image and any information or data transmitted, supplied or key -entered by Customer employees or its agent. Before any Image of an Item is transmitted to the Bank, the Item shall be endorsed with the legend "For Deposit Only" and the Customers name or account number unless otherwise provided for by the Bank. (a) Customer agrees that after the Image of the Item has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items. (b) Customer agrees that a copy made from the Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. (c) If Bank receives the submitted deposit transmission no later than the Bank's designated cut off time (the "Cutoff Time ") on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays ( "Business Day "), Bank will consider that Business Day to be the day of deposit. If Bank receives the submitted deposit transmission after the Cutoff Time or on a non - Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be PN: 1125418 DOC ID: 6 Page 38 of 51