Treasury Management Services Terms and Conditions

A. INTRODUCTION

The terms "we", "us" and "our" refer to RBC BANK. The terms "you" and "your" refer to the person identified as "Customer" in the RBC Bank Treasury Management Services Authorization ("T/S Authorization"). Capitalized terms used in these Treasury Management Services Terms and Conditions ("T/S Conditions") are defined in the Glossary or in the sections in which they are used.

B. AGREEMENT

The Treasury Management Services Agreement ("T/S Agreement") is in parts and includes the T/S Authorization and these T/S Conditions - each of which is incorporated into the other. By signing and returning to us the T/S Authorization, you will be acknowledging receipt of these T/S Conditions. Also, by signing and returning to us the T/S Authorization, you will be agreeing that if we approve your use of any one or more of the Services, on the day we grant such approval and without any further acts on your part or ours unless we so request, the T/S Agreement will be a legally binding agreement between you and us. The T/S Agreement sets out your rights, responsibilities and obligations and our rights, responsibilities and obligations with respect to any and all Services we may provide to you from time to time.

C. SERVICES

1. Approval.

We are under no obligation to approve you using any Service. The decision to approve your use of any one or more Services is within our sole discretion. Our records will be conclusive as to the Services we approve you using from time to time and the dates on which we approve your use of such Services. For the purpose of the T/S Agreement, we will be deemed to have approved your use of a Service on the date we complete the activation of the Service for you on our system, and once that occurs, we will be providing such Service to you.

2. User Guides.

The Services to which the T/S Agreement applies are described or referenced in User Guides which we will provide to you with respect to some or all of the Services. The User Guides will also contain additional terms and conditions applicable to the Services. Your use of a Service after we provide you a User Guide which pertains to such Service, will constitute your agreement to adhere to and be legally bound by the terms, conditions, requirements, instructions and information in such User Guide. Each User Guide is an integral part of the T/S Agreement and when we provide a User Guide to you it becomes a part of and is incorporated into the T/S Agreement. Our records on when we provide a User Guide to you will be deemed correct and accurate.

3. Supplemental Agreements.

Some of the Services will require you to enter into additional or supplemental agreements with us, or require you to complete and provide to us information or documentation in, or as part of, schedules, addenda, set-up forms, in-put forms or other documents we require in connection with these Services. If we approve you using one of these Services, your use or continued use of each of such Services will be conditioned on and subject to you entering into, or completing and providing to us, the foregoing when we so request. These additional or supplemental agreements, as well as any schedules, addenda, forms or other documents will be in a form and substance satisfactory to us and if so indicated, will be a part of the T/S Agreement.

4. Third Party Authorizations.

Some of the Services will require you to obtain authorizations from other persons. If we approve you using one of these Services, your use of each of such Services will be conditioned upon and subject to you obtaining from these persons such authorizations and consents as we may deem necessary or otherwise appropriate. Without limiting the foregoing, each statement of authorization you provide to us must contain a release and indemnification by the person executing the authorization under which such person releases us from any liability relative to the Service and agrees to indemnify us relative to the Service. At our request, you will provide to us true and exact copies of each authorization.

5. No Extension of Credit.

If a Service involves a debit to any of your Eligible Accounts or any other account you maintain with us, you must have on deposit in such accounts sufficient amounts to enable us to make the debit. Nothing in the T/S Agreement will constitute or be deemed a commitment by us to extend credit to you, or to grant to you overdraft privileges. We will not have any obligation to make any funds available to you to effect any payment being made by you or to enable you to use any one or more of the Services. Any obligation to extend credit to you or to otherwise make funds available to you must be set out in a separate agreement executed by us through a person authorized to make credit decisions on our behalf.

6. ACH - Special Provisions.

6.1. Rules.

The Service known as Automated Clearing House ("ACH") and some of the other Services will be subject to the terms and conditions of the Rules. If we approve your use of ACH or any other Service that permits you to initiate electronic Credit Entries and Debit Entries by means of the ACH Network, you will be solely responsible for knowing and adhering to the Rules, and you will be legally bound by the Rules. You will be solely liable for any failure on your part to comply with the requirements of the Rules.

6.2. Use of Third Party Service Providers.

One or more of the Services permit you to use a Third Party Service Provider to facilitate your transactions with or through us. An example of one of these Services is Electronic Data Interchange ("EDI") under which electronic data interchange transactions are facilitated through a Third Party Service Provider. If we authorize you to use any Service that permits you to use a Third Party Service Provider, the terms and conditions governing the relationship between you and the Third Party Service Provider will be governed by a separate agreement between you and the Third Party Service Provider. All of your obligations and responsibilities under the T/S Agreement will apply to the Third Party Service Provider, and your separate agreement with the Third Party Service Provider must so provide. At our request, you will provide to us a true and exact copy of such agreement. You will indemnify and hold us harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by us or any other person as a result of or arising from your use of a Third Party Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys' fees. If we provide you any Service that permits you to use a Third Party Service Provider, you will execute and deliver to us such supplemental agreements, or addenda to the T/S Agreement, as we may require, and we will not have any responsibility to facilitate any transactions involving a Third Party Service Provider until we receive them.

6.3. Processing as Third Party Service Provider.

One or more of the Services permits a person to process transactions with or through us on behalf of other persons ("Clients"). An example of one of these Services is ACH Third Party. Under ACH Third Party, Credit and Debit Entry transactions are processed by a person through us on behalf of such person's Clients. If we authorize you to use any Service that permits you to process transactions for a Client, unless we require otherwise, each one of your Clients must enter into an agreement with you relative to the Service that is in all respects satisfactory to us. So, for example, if we permit you to use ACH Third Party, each of your Clients will be required to enter into an agreement with you under which they each (i) agree to the Rules and assume the responsibilities and liabilities of an Originator under the Rules, (ii) acknowledge and agree that Entries may not be initiated that violate the laws of the United States of America, and (iii) agree to be bound by the terms and conditions set forth in the T/S Agreement, including the limitations on our liability. You will be primarily liable to us for payment of and will pay to us the amount of each and every transaction transmitted by us on behalf of your Clients at such time as we request payment from you. Your Clients will be secondarily liable to us for the payment of their respective transactions that we process for you on their behalf. If you do not make timely payment of the amounts of any such transactions, each Client whose transaction was not paid by you will be required to make payment to us of the amount processed by us and unpaid by you, immediately upon demand by us for payment and without our having to first attempt to recover payment from you through collection proceedings or otherwise. The agreements required with Clients as provided above must contain an acknowledgement and agreement of direct liability and responsibility by your Clients to us for the payment of the amounts of their respective transactions that we process for you on their behalf. Each use by you of any Service for a Client will constitute a then current representation and warranty to us that you and such Client have entered into an agreement which fully conforms with the provisions of this subsection C.6.3. and that such agreement is in full force and effect. At our request, you will provide to us a true and exact copy of such agreement.

6.4. Representations and Warranties.

(a) If we authorize you to use ACH, ACH Third Party or a feature or module of any other Service that permits you to initiate electronic Credit Entries or Debit Entries by means of the ACH Network, each initiation of either a Credit or Debit Entry will be deemed a then current representation and warranty by you to us that (i) each person shown as the Receiver on an Entry received by us from you has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry; (ii) such authorization is operative at the time of transmittal or crediting by us; (iii) Entries transmitted to us by you are limited to those types permitted by the T/S Agreement, including the Rules; (iv) you will perform your obligations under the T/S Agreement in accordance with all applicable Requirements of Law, including the sanctions laws administered by the Office of Foreign Assets Control.

(b) If we authorize you to use the module of ACH or ACH Third Party known as Telephone-Initiated Entry ("TEL"), or if TEL is used with any other Service, each initiation of a TEL Entry by you will be deemed a representation and warranty to us that you have adopted commercially reasonable procedures to verify the identity of the Receiver of a TEL Entry and that you have utilized commercially reasonable procedures to verify that each routing number employed in a TEL Entry is valid.

(c) If we authorize you to use the module of ACH or ACH Third Party known as Internet-Initiated Entry ("WEB"), or if WEB is used with any other Service, you will provide us with all necessary information required by the Rules to initiate a WEB Entry, in a form and manner approved by us. Each initiation by you of a WEB Entry will be deemed a representation and warranty to us that (i) you have adopted commercially reasonable fraudulent transaction detection system to screen any WEB Entry, (ii) you have utilized commercially reasonable procedures to verify the identity of the Receiver and that each routing number employed in a WEB Entry is valid, (iii) prior to the Receiver's key entry and through the transmission to you of any information, including the Receiver's routing number, account number and PIN or other Password, you will have established a secure Internet session with each Receiver that, at a minimum, meets the security technology requirements of the Rules, (iv) you have conducted and will continue to conduct an annual audit as specified in the Rules to ensure that the financial information that you obtain from Receivers is protected by security practices and procedures that include adequate levels of (1) physical security to protect against theft, tampering or damage, (2) personnel and access controls to protect against unauthorized access and use and (3) network security to ensure secure capture, storage and distribution.

7. Automated Investment Plans - Disclosures.

The group of Services known as Automated Investment Plans permit us to invest your funds in various securities and other assets. Investments Under These Services Are Not Insured By The Federal Deposit Insurance Corporation, Are Not Guaranteed By Any Depository Institution Or Other Person, Are Subject To Investment Risks, And May Lose Value.

D. GENERAL MATTERS.

1. Use of Services.

(a) Services may only be used for business purposes and then only in accordance with the T/S Agreement. Services may not be used for personal, family or household purposes. Services may not be used for any unlawful purpose or otherwise in violation of any Requirements of Law. Services may not be used in connection with online gambling or to fund any account that is set up to facilitate online gambling. Services may not be used for the transmission of material that is harassing, libelous (untrue and damaging to others), invasive of another's privacy, abusive, threatening or obscene, or that infringes the rights of others.

(b) Each use of a Service by you will constitute a representation and warranty by you to us as follows: (i) you (1) are not and will not become a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (2) do not engage in and will not engage in any dealings or transactions prohibited by Section 2 of such executive order, and are not and will not otherwise become associated with any such person in any manner violative of Section 2, (3) are not and will not become a person on the list of Specially Designated Nationals and Blocked Persons, and (4) are not and will not become subject to the limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Control regulation or executive order; (ii) you are and will remain in compliance, in all material respects, with (1) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (2) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001); and (iii) you have not and will not use all or any part of any money, sum, consideration or other monetary or non-monetary value, including any Debit or Credit Entry, that is sent, transmitted, transferred, received, deposited, used or connected to any one or more of the Services, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

2. Fees.

Each Service we provide to you must always be linked to an Eligible Account. Unless we agree in writing otherwise, you will be assessed fees and other charges associated with each Eligible Account and each of the Services we provide to you, even if you do not use either or both or withdraw your request for Services. These fees and other charges may include set-up, programming or other unique up-front fees or charges we incur or others incur on our behalf in order to make the Services available to you, as well as the normal and customary fees and other charges associated with each Eligible Account and each of the Services we provide to you. Also, for some Services, you may be charged an early termination fee if you terminate before an agreed upon date. At your request, we will provide to you a statement of the current fees and other charges applicable to each of your Eligible Accounts and each of the Services we are providing to you. We reserve the right to change our fees and other charges applicable to your Eligible Accounts and each of the Services we provide to you, and we reserve the right to change any of our other fees or charges we may assess for services we provide to you. You will pay us the fees and other charges we assess you for each of your Eligible Accounts and each of the Services we provide you when we ask you to make such payments, and you will pay any other charges or payment obligations you owe us relative to any one or more of the T/S Agreement, your Eligible Accounts, the Services or your use of the Services when we ask you to make such payments. Fees and other charges and payment obligations you now owe us and those you may owe us in the future may be deducted by us from any of your Eligible Accounts, or from other accounts maintained by you with us; or we may recover payment in any other permissible manner, including judicial actions, or from property which secures obligations you owe us. All fees and other charges and payment obligations are exclusive of sales, value-added or use taxes, stamp and other duties, and other governmental charges imposed on any Eligible Account or Service which are not based on our net income. Such taxes, duties and charges will be paid by you.

3. Security Interest.

As security for your obligations to us under the T/S Agreement, you grant to us a present and continuing security interest in the following: (i) all of your Eligible Accounts and all distribution/collection points (e.g., post office lock boxes) related to any one or more of your Eligible Accounts; (ii) all now existing and all hereafter arising contract rights relating to your Eligible Accounts and the distribution/collection points related to any one or more of your Eligible Accounts; (iii) all cash, checks, drafts, instruments, chattel paper, money orders, remittances, wire transfers, accounts, securities and other items of value or payment intangibles belong to you or payable to you, which are now in or may in the future be in or paid or deposited to your Eligible Accounts and which are now in or may in the future be in or deposited in any distribution/collection points related to any of your Eligible Accounts; and (iv) all present proceeds and future proceeds of or related to the foregoing Eligible Accounts, depository/collection points and cash, checks, drafts, instruments, chattel paper, money orders, remittances, wire transfers, accounts, securities and other items of value or payment intangibles.

4. Change in Terms.

We may change from time to time the T/S Agreement, and we may change from time to time any of the Services. We will set the effective date of each change, but if we fail to do so, the effective date will be the date we make the change. We may notify you of changes by U.S. mail or electronic mail, or by posting any such changes at our Website. Notification sent by U.S. mail will be deemed given as provided in Section D.10. below; notification sent by electronic mail will be deemed given to you on the date such notice is sent to your Email Address; and notification posted at our Website will be deemed given to you on the date posted on our Website. You may not change the T/S Agreement except by a writing signed by our Authorized Representative for the T/S Agreement.

5. Suspension, Cancellation and Termination.

(a) You may at any time notify us in writing of your desire to cancel any one or more of the Services or terminate the T/S Agreement. Once we receive your notice, we will establish an effective date which gives us a reasonable amount of time to act upon your request for cancellation or termination. For some Services, you may be charged an early termination fee if you terminate before an agreed upon date.

(b) We may suspend and we may cancel any one or more of the Services. We may also restrict your use of any one or more of the Services. We will try to provide you prior notice of suspension, restriction or cancellation, but our failure to notify you before the effective date of any suspension, restriction or cancellation will not affect the suspension, restriction or cancellation, and it will not impose any liability on us to you or any other person.

(c) We may terminate the T/S Agreement immediately and without notice to you or any other person (i) upon your default under or breach of any one or more of your obligations to us under the T/S Agreement, or your default under or breach of any other present or future obligation you may owe to us, (ii) if you become subject to any proceeding under any bankruptcy, insolvency or receivership law, or are liquidated, or (iii) if we believe you have used or are using any Service in a fraudulent, dishonest, immoral or illegal manner. We also may terminate the T/S Agreement for any other reason by giving you 30 calendar days prior notice.

(d) Transactions initiated prior to the effective date of either cancellation of a Service or termination of the T/S Agreement will not be affected by the cancellation or termination. Transactions initiated prior to a cancellation or termination will continue to be subject to the terms and conditions of the T/S Agreement. Your indemnification and other payment obligations to us, including your obligation to pay fees and other charges related to the Services, will survive cancellation of a Service and will survive termination of the T/S Agreement, as will any other provisions in the T/S Agreement which are by their terms intended to survive a cancellation or termination.

6. Security for Services and Systems.

6.1. General Procedures.

We have developed privacy and security requirements and procedures relative to the Services. When you access or otherwise make use of any of the Services for the first time: (i) you will be acknowledging that you have reviewed our privacy and security requirements and procedures; (ii) you will be agreeing to be legally bound by them, as the same now exist and may in the future exist; (iii) you will be acknowledging and agreeing that in light of your particular needs and circumstances the privacy and security requirements and procedures are commercially reasonable and provide you reasonably sufficient methods and methodologies for privacy and security relative to your use of the Services in accordance with and as permitted under the T/S Agreement; and, (iv) you will be acknowledging and agreeing that our privacy and security requirements and procedures are designed to reasonably ensure privacy and security, but are not designed to detect your errors or any ambiguities, inconsistencies or incompleteness related to the manner in which you use Services.

6.2. Disclosure and Use of Passwords.

In order to use certain Services, you will need to use either one of, or a combination of, Authentication Tokens and Passwords. You will establish and maintain your own procedures to safeguard and protect the security of all Authentication Tokens and the confidentiality of all information relating to their use. You will also establish and maintain your own procedures to safeguard and protect the security and confidentiality of all Passwords. With respect to all Authentication Tokens and Passwords, (i) you will not disclose information regarding Authentication Tokens or Passwords to any persons who are not authorized to use the Services to which they pertain and you will provide initial and periodic instructions to persons to whom you disclose information on Authentication Tokens and Passwords, or otherwise permit to use either or both, regarding confidentiality and security, (ii) you will maintain both Authentication Tokens and Passwords in a secure location such that access to them will be limited to only those persons who are authorized to use the Services to which they pertain, (iii) you will ensure that Authentication Tokens and Passwords are used only in a secure environment by only those persons who are authorized to use the Services to which they pertain, (iv) you will periodically change Passwords, (v) you will deactivate, cancel or change, as applicable, Authentication Tokens, and you will deactivate, cancel or change, as applicable, Passwords, any time you terminate or limit the right of a person to use either or both (e.g., when you terminate an employee or limit authority previously given to an employee relative to use of a Service), (vi) you will notify us immediately by telephone, at the number we provide to you from time to time for this purpose, if you believe any Authentication Token has been stolen, taken or is in the possession of an unauthorized person, and you will notify us immediately by telephone, at the number we provide you from time to time for this purpose, if you believe information regarding an Authentication Token or a Password has been learned or used by an unauthorized person, and in both of the foregoing instances, you will follow-up with a same-day written confirmation of your telephone call to us, and (vii) to the extent you have provided us with a list of persons to whom you have provided an Authentication Token or a Password for our use in assisting you in administering a Service that requires us to provide you administrative assistance relative to the set-up or deactivation of authorized users of a Service, you will notify us in writing of any changes in the list of such persons, which changes will not be effective until 3 Business Days following the day our Authorized Representative for the Services to which they pertain actually receives the written notice of change. We will permit any person using an Authentication Token (with accompanying Password if required) or a Password (without an Authentication Token when an Authentication Token is not required to be used with a Password) (for ease of reference, the foregoing "Authentication Tokens/Passwords"), access to and use of the Service to which they pertain. We may also receive information from and provide information to a person using Authentication Tokens/Passwords, and we may rely upon, act on and follow any instructions from a person using or seeking to use Authentication Tokens/Passwords. If an unauthorized person obtains access to any Service through use of Authentication Tokens/Passwords, we will not be liable to you or any other person for providing access to such person or for permitting use of any Service by such person, and we will not be liable to you or any other person for receiving information from or providing information to such person or for relying upon, acting on or following instructions from such person, unless you had provided reasonably sufficient advance notice of the unauthorized access to or disclosure of, or loss or theft of Authentication Tokens/Passwords, or reasonably sufficient advance notice of the likelihood of an unauthorized disclosure or use, to our Authorized Representative for the Service in question. If we believe that security has been breached, we may deactivate, cancel or change Authentication Tokens/Passwords without prior notice to you or block access to Services without prior notice to you until we are satisfied that security over access and use has been assured. You will cooperate with us in the investigation and prosecution of any person who has disclosed, obtained or used any Authentication Tokens/Passwords without your approval.

6.3. Risk of Authentication Tokens/Passwords.

The loss, theft, disclosure or unauthorized use of any Authentication Tokens or Passwords could cause you to incur losses, including loss of all of the money in your Eligible Accounts or the loss of any amount available under any lines of credit to which such accounts may be linked. Except as otherwise specifically provided in the T/S Agreement, you assume all risks and losses associated with the loss, theft, disclosure or unauthorized use of Authentication Tokens and Passwords. You also assume all risk for and accept full responsibility for statements made and acts or omissions that occur while your Authentication Tokens and Passwords are being used.

6.4. Computer Equipment and Software.

You will be responsible, at your cost, for providing, installing, operating and maintaining computers and other systems capable of accessing and using the Services. We may change these requirements periodically. If we provide or some other person provides software and associated documentation to you for use of a Service, you will use the software in accordance with the terms of the license which accompanies the software. You are responsible, at your cost, for the correct set-up and installation of all software. Due to periodic upgrades in software, new releases may be issued. If there is a fee associated with a new release, you will pay this fee. You are responsible, at your cost, for the installation, maintenance and support of any new releases of software. You will immediately return to us any software and associated documentation upon cancellation of the Service or termination of the T/S Agreement, or earlier upon demand by us.

6.5. Electronic Mail.

We will notify you whether and under what circumstances electronic mail may be used by you with respect to a Service. Electronic messages sent by you to us are not considered received by us unless we authorize their use and then only once they are opened by our Authorized Representative designated to receive electronic communications relating to a Service. All electronic communications that meet our requirements will be deemed to be valid and authentic and they will be given the same legal effect as written and signed paper communications. Electronic mail may not be as secure as other forms of communication and you should take such precautions as you deem necessary or appropriate before sending confidential information via electronic mail.

6.6. No Signature Required.

When any Service involves charging checks and other remittances to one of your Eligible Accounts, we may debit the account on which the items are drawn without requiring your signature on them, and without prior notice to you.

6.7. Recording And Use Of Communications.

All telephone conversations or data transmissions between you and us made in connection with the Services may be electronically recorded and retained by either you or us by use of any reasonable means.

6.8. Linking to Other Websites

Links to third party websites may be provided with or as a part of some Services. Such sites are not within our control and they may not follow the same privacy, security or accessibility standards we follow. Unless otherwise specifically provided to the contrary in the T/S Agreement, we are not responsible or liable for any third party websites.

7. Liability and Responsibility for Services.

7.1. Limitation on Liability.

(a) We will be responsible for performing the Services as expressly described in the T/S Agreement, and then only if we agree to provide those Services to you. We will perform such Services with substantially the same degree of skill that we generally apply to services we perform for our other customers, and this will be the standard of performance imposed upon us with respect to the Services. Except as specifically provided in the T/S Agreement to the contrary, you will use the Services at your sole risk, including the risk of erroneous transactions.

(b) EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THE T/S AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON REGARDING ANY SERVICES, OR ANY SOFTWARE OR EQUIPMENT RELATED THERETO OR USED IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT - some jurisdictions do not allow the exclusion of certain warranties and accordingly, some of the limitations in this subsection may not apply to you either in whole or in part.

(c) Except as provided below in this subsection, we will not have any liability whatsoever for, and you release us from liability with respect to any claims, demands, actions, causes of action, suits, proceedings, losses, damages, fines, penalties, fees, costs or expenses, including attorneys' fees ("Losses") suffered or incurred by you or any other person as a result of our default under or other breach of the T/S Agreement, or suffered or incurred by you or any other person as a direct or indirect result of our acts or inactions or those of any other person with respect to the T/S Agreement or any Service, including any delay in performance, or the partial or total failure of performance or the non-performance of any Service, regardless of the reason for any of the foregoing by us or any other person. 

• We will have liability to you for Losses you suffer or incur as a direct result of a material default under or breach of the T/S Agreement by us or as a direct result of our gross negligence, intentional misconduct or criminal conduct in performing or failing to perform any Service. Our liability will be limited, however, to: (i) restoration, as promptly as reasonably practicable, of any Service which is interrupted or is delayed or becomes unavailable, or (ii) re-performance of the Service affected at our expense and, failing (i) and (ii), compensation to you for the amount of any direct, actual monetary damages that you incur as a result of our default under or breach of the T/S Agreement or as a result of our gross negligence, intentional misconduct or criminal conduct in performing, or failing to perform, the affected Service, in an amount not to exceed the lesser of (1) the actual amount of such damages or (2) the aggregate amount of the fees paid by you to us for the affected Service during the 6 month period immediately preceding the date on which such damages occurred, or such lesser number of months that you have received the affected Service if you have not received 6 months of the affected Service. 
• " If another provision of the T/S Agreement specifically provides a measure of our liability different from that set forth in the opening paragraph of this subsection or the first bulleted paragraph of this subsection, the other provision will be given precedence to the extent of the existence of our liability or the amount of damages for which we may be liable, as applicable.

(d) Notwithstanding anything in the T/S Agreement to the contrary, we will not be liable to you or any other person for, and you release us from liability with respect to (i) any indirect, consequential, special, incidental, exemplary or punitive damages, including, loss of profits, loss of business or loss of data, (ii) attorneys' fees or fees of other professionals, (iii) delays or total or partial failures in performance caused by events beyond our reasonable control or the reasonable control of any person to whom we have delegated, outsourced or subcontracted provision of any of the Services, including events within the concept of force majeure, and (iv) delay or total or partial failure in providing Services to you, if, in our opinion or the opinion of any third party service provided we may use, the provision of Services would result in the violation or potential violation of any Rule or any Requirements of Law.

7.2. Third Parties.

(a) We may contract with third party service providers or other persons with respect to one or more of the Services, or the providing of a Service or parts thereof. To the extent applicable to you and made known to you, you will comply with the requirements of the contracts we enter into with third party service providers or other persons relative to any one or more of the Services. The limitations on our liability as set forth above under the Section entitled "Limitation on Liability" will apply to such third party service providers or other persons, as well as any other limitations on liability applicable to us or available to us under the T/S Agreement.

(b) We will not be responsible or liable for your acts or omissions. Except as specifically provided to the contrary in the T/S Agreement, we will not be responsible or liable for the acts or omissions of any other person, including any third party service provider or other person you or we may use with respect to any one or more of the Services, any Federal Reserve Bank, Automated Clearing House or other transmission or communications facility, any recipient of an electronic transmission or communication, or any receiving depository financial institution, and no such person will be deemed our agent or our Authorized Representative.

7.3. Erroneous Data.

We will bear the responsibility for error or loss of data or other information which may be due to the failure or inadequacies of our computer systems, or the computer systems of our third party service providers, and you will bear the responsibility for any error or loss of data or other information which may be due to the failure or inadequacies of your computer systems, or the computer systems of your third party service providers. If we have any liability to you, it will be limited as provided above in the Section entitled "Limitation on Liability".

7.4. Harm To Computer Systems/Data.

You will maintain and continuously operate on your computer systems software which is reasonably capable of detecting and protecting against viruses, worms, trojan horses or other similar harmful components that may enter your computer system by downloading information, software or other materials ("Viruses"). Our liability for Viruses will be limited as provided above in the Section entitled "Limitation on Liability", and under no circumstances will we have any liability to you or any other person if you have not taken steps to reasonably protect your systems.

7.5. Interruption In Services.

The computer systems which host and support the Services require regular maintenance and servicing which may result in interrupted service or errors, and there is also unscheduled maintenance and servicing associated with such systems which may result in interrupted service or errors. We also may need to change the scope of the Services. We will attempt to provide prior notice of interruptions and changes but we cannot guarantee that such notice will be provided to you. Our failure to notify you of interruptions or changes will not impose any liability on us to you or any other person, nor will it impose any liability on any licensor, vendor or third party service provider with whom we have contracted with respect to any Service.

7.6. Indemnification.

You will defend us, indemnify us and hold us harmless, as well as our shareholders, directors, officers, employees, agents, Authorized Representatives and independent contractors, from and against any and all Losses we or any of the foregoing persons may suffer or otherwise incur which arise directly or indirectly from or as a consequence of: (i) your default under or other breach of the T/S Agreement; (ii) your negligent acts or inactions relative to the T/S Agreement or any of the Services; (iii) your improper or immoral use of, or intentional misuse of or illegal use of any of the Services, including the use of any of the Services by you in violation of any Requirements of Law; or (iv) any breach or threatened breach by you of any of the representations or warranties you make to us at any time relative to any of the Services. Your indemnification in this Section will not extend to or include Losses arising solely out of our negligence, intentional misconduct or criminal conduct, or our material default under or breach of the T/S Agreement. Your indemnification in this Section also will not extend to any indirect, consequential, special, incidental, exemplary or punitive damages, including, loss of profits, loss of business or loss of data.

7.7. Arbitration Of Disputes.

We try to resolve any disputes or claims regarding the T/S Agreement, including the Services, as quickly as possible. In most cases, we can resolve a dispute or claim by telephone or in some other expeditious manner. If, however, either you or we have any unresolvable dispute or claim concerning the T/S Agreement, including any of the Services (excluding our termination of a Service for your non-payment or your breach of our rights regarding our Proprietary and Confidential Information), such dispute or claim will be decided by binding arbitration under the expedited procedures of the Commercial Financial Disputes Arbitration Rules of the American Arbitration Association ("AAA") and Title 9 of the U.S. Code. Arbitration hearings will be held where you and we mutually agree, and if no agreement can be reached, Raleigh, North Carolina. A single arbitrator will be appointed by the AAA and will be a retired judge or attorney with experience or knowledge in treasury management services transactions. The arbitrator will award the filing and arbitrator fees to the prevailing party. A judgment on the award of the arbitrator may be entered by a court. All disputes or claims regarding the T/S Agreement, including any of the Services, must be brought within 1 year from the date of the accrual of the cause of action. Because of the nature of the T/S Agreement and the irreparable harm that will be suffered by us if you breach your obligations under the T/S Agreement, you agree that we will be entitled to temporary and permanent injunctive relief from any court of competent jurisdiction to enforce the provisions of or restrain or prevent any breach or default by you under the T/S Agreement. With respect to any injunctive relief we may seek or obtain, we will not be required to post any bond or other security whatsoever. Also, we will not be required to provide prior notice to you of our application for injunctive relief or the entering of injunctive relief - you hereby waive, to the extent permitted by applicable Requirements of Law, your right to prior notice of any of the foregoing. To the extent permitted by applicable Requirements of Law, you and we both waive any right to a trial by jury in any action arising from or related to the T/S Agreement or any of the Services.

8. Sharing and Use of Information.

8.1. Confidential Information.

We acknowledge that information we obtain from you in connection with any Service we provide to you under the terms of the T/S Agreement may be confidential. We will maintain the confidentiality of such information in accordance with the terms of the T/S Agreement and our normal procedures for safeguarding information regarding our commercial customers, which procedures include compliance with any applicable Requirements of Law. We respect the privacy of children and we comply with the practices established under the Children's Online Privacy Protection Act, as amended from time to time. We do not knowingly collect or retain personally identifiable information from people under the age of thirteen.

8.2. Disclosure of Information to Affiliates.

We may share information regarding you and your use of the Services with our Affiliates and they may share it with their Affiliates, unless you have elected in writing to opt-out. Neither we nor any of our Affiliates will be under any obligation to notify you either prior to or after disclosing information about you under any of the circumstances described in this Section, unless required by applicable Requirements of Law.

8.3. Disclosure of Information to Others.

We may disclose information regarding you and your use of the Services to (i) credit reporting agencies and other similar rating or reporting agencies and (ii) other persons who are not our Affiliates if (1) we enter into a confidentiality agreement with such persons, or (2) the disclosure is necessary for us to provide Services to you, or (3) the disclosure is necessary in order to comply with applicable Requirements of Law, or (4) you give us written permission to make the disclosure. Unless required by applicable Requirements of Law, we will not be under any obligation to notify you either prior to or after disclosing information about you under any of the circumstances described in this Section.

8.4. Ownership of Services; Confidential Information.

The Services constitute our Proprietary and Confidential Information or that of our licensors, vendors or third party service providers. You will not acquire any rights in the Services by virtue of using such Services, or otherwise. You will not (i) make use of our Proprietary and Confidential Information, or that of our licensors, vendors or third party service providers, other than as may be necessary to use a Service and then such use will be strictly limited to that purpose for only so long as you are using the Service, or (ii) disclose, divulge, distribute, publish, reproduce, transmit or transfer to any person our Proprietary and Confidential Information, or that of our licensors, vendors or third party service providers, by any means or in any form, except to persons who (1) require access for your use of the Services and (2) agree in writing to maintain the confidentiality of such Proprietary and Confidential Information - each confidentiality agreement will be in a form and contain substantive terms which are satisfactory to us and you will give us a true and exact copy at our request. If any unauthorized use or disclosure occurs, you will immediately notify our Authorized Representative for the T/S Agreement.

9. Authorized Representatives.

(a) You will provide us in writing the name, Mailing Address and Email Address of each of your Authorized Representatives for the T/S Agreement, and the name and contact information on each of your Authorized Representatives for each Service we provide to you. If you designate more than one Authorized Representative for the T/S Agreement or a Service, any one of your Authorized Representatives may act on your behalf with respect to their delegated authority, unless you have notified us in writing to the contrary. You may change your Authorized Representatives or their contact information by written notice to us. Your notice of a change will be effective on the 3rd Business Day following the day your notice is given to us, or such longer period of time as you may establish in your notice. Our Authorized Representative for the T/S Agreement and each Service we provide to you will be the treasury management account officer we designate to have overall responsibility for management of the Services we provide to you. We may also designate other persons as Authorized Representatives for the T/S Agreement or for each of the Services we provide to you. We may change our Authorized Representatives or their contact information from time to time. Our records relative to the identity and contact information of your Authorized Representatives and our Authorized Representatives will be deemed correct and accurate.

(b) We will and you will be entitled to rely on any written notice or other written communication, including any permitted electronic communication, believed by you or us in good faith to be genuine and to have been signed, or authenticated if a permitted electronic communication, by your or our respective Authorized Representatives. We may rely on oral instructions from any person who identifies himself or herself to be one of your Authorized Representatives, and as provided in Section D.6.2, we may rely upon, act on and follow any instructions from a person using an Authentication Token/Password. Except as otherwise expressly stated in the T/S Agreement, we may, but are not required to rely upon, act on or follow any instructions from any person or to give notices to any person.

10. Notices.

Except for notices we decide to provide to you on our Website or through use of Email, or notices you may provide to us by Email when such method of communication is expressly permitted by us with respect to a Service, a notice we are required or permitted to give to you and a notice you are required or permitted to give to us with respect to the T/S Agreement or any of the Services, will be deemed given on the 3rd Business Day following the day such notice is deposited in the U.S. mail, postage prepaid, if (i) in writing using the English language, (ii) when a notice is sent by us to you, addressed to you Attn: the appropriate Authorized Representatives at the Mailing Addresses for such persons as shown in our records, and (iii) when a notice is sent by you to us, addressed to us Attn: the appropriate Authorized Representatives at the Mailing Addresses for such persons last provided by us to you.

11. Miscellaneous.

(a) You will provide to us from time to time such additional information about, and documentation in connection with, you and your businesses as we determine is necessary in order for us or our licensors, vendors or third party service providers to comply with applicable Requirements of Law, including the USA Patriot Act and its implementing regulations and the Bank Secrecy Act and its implementing regulations.

(b) You may, with our prior written consent, transfer or assign the T/S Agreement or your right to use any of the Services. We may transfer or assign our rights and obligations under the T/S Agreement in whole or in part without notice to or the approval by you, and we may delegate, outsource or subcontract any and all of our responsibilities, duties and obligations relative to providing Services, or any part thereof, without notice to or approval by you.

(c) We may waive enforcement of any of the terms and conditions of the T/S Agreement. Any such waiver will not effect our rights with respect to any other transaction or modify the terms of the T/S Agreement or any Services we are providing to you.

(d) The terms and conditions of the T/S Agreement will be binding upon and inure to your benefit and our benefit, as well as the benefit of your permitted successors and assigns and our successors and assigns. The Services we provide to you are for your benefit only. Nothing we do relative to providing Services to you will be construed as creating a partnership or joint venture between you and us.

(e) In the event the T/S Agreement, or any Service or our manner of providing a Service, violates any Requirements of Law, then the Service and the T/S Agreement will be deemed changed to the extent necessary to comply with such Requirements of Law, and we will not incur any liability to you or any other person as a result of such violation or change.

(f) No course of dealing between you and us will constitute a change of the T/S Agreement or any Service, or constitute an agreement between you and us regardless of whatever practices and procedures you and we may use.

(g) The T/S Agreement and the Services will be governed, construed and enforced in accordance with the laws of the State of North Carolina, excepting its conflict and choice of law provisions.

(h) The T/S Agreement, together with the Account Agreements applicable to your Eligible Accounts, are the complete and exclusive statement of the agreement between you and us with respect to the Services and supersedes any prior agreements between you and us with respect to the Services. In the event of any inconsistency between the terms of the T/S Agreement and an Account Agreement, the terms of the T/S Agreement will control.

(i) The T/S Agreement or any of the separate parts making up the T/S Agreement may be provided to you, and retained by you and us entirely or in part in a tangible medium or an electronic medium. If provided in or retained in an electronic medium that can be retrieved in a perceivable form, the whole or the parts, as applicable, that are in an electronic medium will be deemed originals to the same extent they would if in a tangible medium, even when signatures are electronic, typed, printed, computer generated, facsimiles or other reproductions, representations and forms. Our records of what makes up or constitutes the T/S Agreement will be deemed correct and accurate.

E. GLOSSARY

1. Definitions.

For the purposes of the T/S Agreement:

"Account Agreement" means a deposit account agreement between you and us relating to an Eligible Account.

"ACH Network" means Automated Clearing House Network.

"Affiliate" means, with respect to any person, any person that owns or controls directly or indirectly such person, any person that controls or is controlled by or is under common control with such person, and each of such person's senior executive officers, directors, executives, managers, members or partners.

"Authentication Token" means either (i) a "soft token" or other "virtual" version of security devices or measures, or (ii) a "hard token" or other hardware keys or physical security devices, both of which are used for authentication purposes such as to authenticate and authorize a user to access a Service and both of which may or may not be used in connection with a Password.

"Authorized Representative" means a person who is appointed or named by another person to be authorized to act on behalf of such other person with respect to all matters within the scope of such designee's designated authority.

"Business Day" means any day, other than a Saturday or Sunday, when we are open to conduct a general banking business relative the applicable Service or Services.

"Customer" means the person designated as such on the T/S Authorization.

"Eastern Time" means the local time in North Carolina and depending on the time of the year may be Eastern Standard Time or Eastern Daylight Savings Time.

"Eligible Account" means a demand deposit account or other deposit account you have with us that we permit to be linked to a Service.

"Email Address" means an address from which and to which electronic messages are sent and received over the internet.

"Mailing Address" means a street address or post office box to which mail may be sent through the US Postal System.

"Password" means confidential, unique personal numbers ("PIN"), User Ids, codes, marks, signs, public keys, letters, numbers, combinations of letters and numbers or other information composed of a string of characters used as a means of accessing a Service or authenticating use of a Service or any transaction related to a Service, and a "Password" may or may not be used in connection with an Authentication Token.

"Proprietary and Confidential Information" means any and all agreements, documents, data, records and other information with respect to the Services, including the terms of the T/S Agreement, fees we charge for the Services, instructional guides, software and software licenses relating to the Services, user identification codes, passwords, codes, keys, test keys, security devices, soft and hard tokens, policies and procedures, embedded algorithms, digital signatures and certificates, and other similar devices and information relating to the Services. Proprietary and Confidential Information does not include information relating to the Services which is generally available and known in the public domain and its availability was not the result of a wrongful or improper disclosure by you.

"Requirements of Law" means as to any person, a requirement imposed by any law, treaty, rule, regulation, ordinance, determination of an arbitrator, order of a court or determination, advisory opinion, order, guideline, finding or requirement of any other governmental authority, in each case applicable to and binding upon such person or any of its properties or to which such person or any of its properties is subject, either individually or jointly with another person or persons.

"Rules" means the rules and regulations of the National Automated Clearing House Association, as changed from time to time.

"Services" means the treasury management services and features or modules of those services which we may provide from time to time to our commercial banking customers.

"Service Period" means the period of time in which a Service is being provided by us to you.

"T/S Agreement" means the Treasury Management Services Agreement, as the same may change from time to time. All references to the T/S Agreement includes all User Guides we provide to you from time to time.

"T/S Conditions" means these Treasury Management Services Terms and Conditions, as the same may change from time to time.

"T/S Authorization" means the RBC Bank Treasury Management Services Authorization, as the same may change from time to time.

"UCC" means the Uniform Commercial Code in effect from time to time in North Carolina.

"User Guide" means any supplement, booklet, document, guide or other record which we provide to you from time to time, whether written or in an electronic format, which contains terms, conditions, requirements, instructions or information regarding a Service or its use, as changed from time to time.

"Website" means the internet domain www.rbcbankusa.com.

2. Use of Terms.

The following rules of construction will apply to the T/S Agreement: (i) words in the neuter mean and include correlative words of the feminine and masculine genders and words importing the singular numbered meaning include the plural number, and vice versa; (ii) the term "person" and any words importing persons include corporations, partnerships, limited liability companies and other legal organizations, including public and quasi-public bodies, as well as individuals; (iii) the use of the terms "including" or "included in", or the use of examples generally, are not intended to be limiting, but will mean, without limitation, the examples provided and others that are not listed, whether similar or dissimilar; (iv) as the context requires, the word "and" may have a joint meaning or a several meaning and the word "or" may have an inclusive meaning or an exclusive meaning; (v) captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or the intent of any provision; and (vi) the phrase "as shown in our records" or other similar phrase will refer to the business records we maintain in the normal course of our business, which records shall be deemed correct and accurate.