Automated Clearing House Origination Agreement

This Agreement is made between you, the customer and Rockport National Bank. In this Agreement the words “Customer”, “you” and “your” mean a Rockport National Bank account owner. By accepting this Agreement you are applying for authorization to originate an automated clearing house (“ACH”) transaction using the Rockport National Bank ACH Origination Service. The words “Bank”, “we”, “us”, and “our” mean the Rockport National Bank. In consideration of the mutual promises herein contained, the Customer and the Bank hereby agree that, effective with the acceptance of this Agreement, the following procedures shall apply to the ACH Debit instruction for a one time transaction to the customer’s new account(s) at the Bank.

Purpose of This Agreement:

This Agreement defines your responsibilities and our responsibilities with respect to transfers made using the Bank’s ACH Origination Service. You understand that except as specifically modified by this Agreement, your account(s) will continue to be governed by the terms and conditions contained in other agreements and/or disclosures that you have been provided with in connection with your account(s) (which may be amended from time to time).

How to Originate ACH Debit Instructions:

You authorize the Bank to originate an ACH entry in accordance with ACH Debit instructions provided by you the authorized signer on the ACH Origination Agreement for ACH Debits included in Step 7 of the online account opening module. We will execute your ACH Debit instruction, subject to the terms of this agreement. The maximum dollar amounts for Electronic Transfers for account opening are as follows: Checking and Easy Access Savings Accounts: $500.00 and Money Market and Certificate of Deposit Accounts: $2,500.00.

Security Procedures:

You agree and consent to the use of certain security procedures by us to confirm the validity of your request made pursuant to this Agreement.

You agree that an ACH Debit instruction which is acted upon in good faith by us in compliance with the security procedures, whether or not in fact authorized by you, shall constitute an authorized ACH Debit instruction.

You warrant you are a signer on the account from which you are initiating this ACH Debit instruction and are authorized to withdraw funds for this purpose.

Delivery of ACH Debit Instructions to Us:

We are not responsible for performance failure as a result of an interruption in transfer facilities, labor disputes, power failures, equipment malfunction, and suspension of payment by another bank, refusal or delay by another bank to accept the ACH Debit instruction, war, emergency conditions, fire, earthquake, or other circumstances not within our control.

Acceptance and executions of ACH Debit Instructions by Bank:

Your request is considered accepted by us when we execute it. The deadline for submitting an ACH Debit is 12P.M. EST. in which it will be processed by Rockport National Bank on the next business day, provided that all other conditions of this Agreement and the security procedures have been satisfied. An ACH Debit instruction received after the deadline may be executed on the following banking business day.

Payment to Bank:

You will provide immediately available funds to cover any ACH payment instruction initiated by you no later than the origination date.

Rejection of ACH Debit Instructions:

We have a right to reject ACH Debit instructions for any reason, including, but not limited to, insufficient or unavailable funds in the account specified in your request, our inability to execute the ACH Debit instructions for the reasons set out in the section of this agreement entitled “Transmission of ACH Debit Instructions to Us” above, or if we are unable to verify the authenticity of your request. In the event any entries are rejected by the ACH for any reason whatsoever, it shall be your responsibility to remake such entries, provided, however, that the Bank shall remake such entries in any case where such rejection by the ACH was due to mishandling of such entries by the Bank and sufficient data is available to the Bank to remake such entries.

Cancellation or Amendment of ACH:

Once we receive your ACH Debit instruction, you may not be able to cancel or amend it, and we have no obligation to attempt to cancel or amend an ACH Debit instruction. However, at our discretion, we may use reasonable efforts to act on your request for cancellation or amendment. You agree to indemnify and hold us harmless from any and all liabilities, costs and expenses we may incur in attempting to cancel or amend the ACH Debit instruction. Any cancellation or amendment of an ACH Debit instruction by us shall relieve us of any obligation to act on your original request for an ACH Debit instruction.

Limits:

The bank, in its sole discretion, may reject or suspend processing of any ACH Debit instructions if such ACH Debit instructions exceed your collected balance in the account designated for settlement of originated entries. The Bank shall endeavor in good faith to notify the Customer of any such rejection or suspension.

Notice of ACH Debit Instruction Not Executed:

If we determine, in our sole discretion, not to honor, execute or accept your request for ACH Debit instructions, we will endeavor to notify you, but we shall have no liability for our delay or failure to do so. We will also endeavor to notify you promptly if and ACH Debit is returned to the Bank after its execution but shall have no liability for our delay or failure to do so. We shall have no obligation to resend an ACH Debit if we complied with your original request and the ACH Debit was returned to the Bank.

Account Statement:

All ACH settlement transactions will be reflected on your periodic statement. You should review your statement for any discrepancies, unauthorized transactions or errors in connection with your ACH Debit instructions. If you think your ACH settlement transaction is wrong or if you need more information about your ACH Debit instructions, you must contact us in writing upon discovery of the error or within 10 days after the date of your bank statement, whichever is earlier. Your failure to so notify us will relieve us of any obligation to pay interest on the amount of any erroneous ACH Debit instructions for which we are liable. Furthermore, you will also be liable to us for any damages or losses we may incur as a result of your failure to notify us within the time period stated in this section.

Comply with Rules and Instructions:

You will comply with:

the ACH Operating Rules published, from time to time, by the National Automated Clearing House Association (“NACHA”), and
any specifications and instructions issued, from time to time, by the Bank.

In performance of your obligations under this agreement, you shall comply with all applicable laws and regulations, including the sanction laws administered by the Office of Foreign Assets Control (OFAC). It shall be the responsibity of the company or individual that the origination of ACH transactions complies with the laws of the United States. This includes, but is not limited to sanctions enforced by OFAC. It shall further be the responsibility of the company or individual to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at (800) 540-OFAC.)

Duty of Reasonable Care:

We shall exercise good faith and reasonable care in processing your ACH Debit. You shall similarly exercise good faith and reasonable care in observing and maintaining security procedures, in communicating the ACH Debit instruction to us, and in reviewing periodic statements for any errors, discrepancies, or unauthorized transactions.

Liability of the Bank:

The Bank shall be responsible for performing the ACH Debit Origination service expressly provided for in this Agreement, shall be liable only for its negligence or failure to act in good faith in performing those services, and shall not be liable to any third party or for any act or omission of yours or any third party. In no event shall we be liable for punitive special, incidental or consequential damages.

Liability of the Customer:

Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent or dishonest acts.

Indemnification:

You agree to indemnify and hold the Bank harmless from any costs, claims or expenses (including reasonable attorneys’ fees) that it may incur in connection with all liability to third parties arising out of, or in connection with, the terms of this Agreement or the services provided hereunder by the Bank. Your agreement to indemnify the Bank and hold it harmless shall survive the expiration and/or termination of this Agreement and all provisions contained herein.

Termination of Agreement:

We may terminate your right to originate an ACH Debit transaction at any time or amend or change the terms of this Agreement or cancel this Agreement without advance notice to you.

Agreement Controls:

Both you and the Bank will be bound by this Agreement. If there is a conflict between this Agreement and something said by one of our employees, you agree that this Agreement controls. This Agreement and the terms of the Account Agreement(s) related to your deposit accounts, which are incorporated herein by reference, constitute the entire Agreement between you and the Bank regarding your use of our ACH origination system. If any inconsistency exists between the Account Agreement(s) and this Agreement, then the terms of this Agreement shall control. No representation or statement not expressly contained in this Agreement or in any amendment hereto shall be binding upon you or the Bank. The invalidity of one or more provisions of the Agreement shall not render the entire agreement void or enforceable but shall affect only such provisions.

Governing Law:

Except as governed by federal law, this agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, and is subject to Article 4A of the Uniform Commercial Code as adopted in the Commonwealth of Massachusetts.