• Online Agreement, Disclosures, Terms & Conditions
• Bill Pay Agreement, Disclosures, Terms & Conditions

WESTERN COMMERCE BANK’S ONLINE AGREEMENT, DISCLOSURES, TERMS AND CONDITIONS

Welcome to Western Commerce Bank (WCB) Online! This Online Personal Computer (PCB) Banking Agreement and Disclosure (the “Agreement”) discusses how you can use WCB Online (the “Service”) to obtain information about your accounts, to transfer funds between your accounts, and to request certain other bank services.

If you use WCB Online, you thereby indicate your consent to these terms. You may print a copy of this Agreement for your records now, or you can refer to this document in the Online Help section later at your convenience.

SECURITY & PROTECTING YOUR ACCOUNT

WCB is strongly committed to protecting the security and confidentiality of our customer account information. WCB uses state-of-the-art technology in the development of its Online PC Banking service to ensure this security. We use several different methods to protect your account information:

• You can only access WCB Online with certain browsers that have a high security standard.
• Your account numbers are not displayed in full – only the last 4 digits can be viewed.
• You must have a valid User ID and Password to log on.
• For security reasons, if no action is taken for 10 minutes, you will be automatically logged off WCB Online.

Your responsibility:
You agree:

• Not to give out your identifying information such as your PCB Password to any other person. The bank may rely on your User ID to identify you when providing banking services to you.
• Never to leave your account information displayed in an area accessible by others.
• Never to leave your PCB unattended while using WCB Online.
• To always exit the system by clicking on EXIT after using WCB Online.
• To notify WCB at 1-800-922-9028 immediately if you suspect that your User ID or Password has become known to any unauthorized person.

MAILBANK ONLINE E-MAIL COMMUNICATONS

Electronic messages sent and received via the “Contact Us” option in WCB Online (i.e., once your User ID and Password have been accepted by WCB and your browser shows that a secure connection has been established) are secure. Communications sent over the public Internet are not necessarily secure. We strongly recommend you never send any confidential information or account numbers through e-mail to anyone. You agree that we may take a reasonable time to act on any e-mail. Correspondence that requires expeditious handling – for example, if you need to report an unauthorized transaction from one of your accounts, or if you need to immediately stop payment on a check you have issued, should be made by calling the Bank. You agree that WCB may send you electronic messages about other products or services we offer.

FUNDS TRANSFER SERVICE

If you are a consumer, and you have a User ID and Password from us, you will be able to transfer funds between your WCB deposit and loan accounts. If you do not want to have the ability to transfer funds between accounts using WCB Online, or if you want to restrict the accounts from which you can transfer funds using your User ID and Password, call us at 1-800-922-9028, and we will make the necessary adjustments to this service for you.

The terms that apply to the Funds Transfer Service are set forth more fully below.

ONLINE PC BANKING FUNDS TRANSFER PROVISIONS

As a WCB Online customer, you can make transfers between your WCB deposit accounts over the Internet. All such transfers are subject to the terms of these Online PC Banking Funds Transfer Provisions (the “Transfer Provisions”). You can also use WCB Online to transfer funds between certain Home Equity Credit Line accounts (HECL) and your deposit accounts. By using the Funds Transfer Service (the “Service”), you agree to these Transfer Provisions.

1. GENERAL INFORMATION

A. Meaning of Terms -
As used in the Transfer Provisions, the following words have the meanings given below.
“You” and “your(s)” refer to each person (including any business) who applies to use the Service, and each person who uses the Service with the permission of an applicant. “Business Day” means Monday through Friday, except banking holidays.

B. Authorization To Change Accounts -
You are responsible for all transfers you or your authorized representative make using the Service. You authorize us to debit your designated account(s) for any transactions accomplished through the use of the service (including the transfer of funds from another deposit account.

You agree that we may comply with transfer instructions entered by any one person using an authorized User ID and Password, notwithstanding any provision that may be contained in other account documentation purporting to require more than one signature to withdraw funds from the account.

If you permit another person to use WCB Online or give them your User ID or Password, you are responsible for transfers, payments or advances that person makes from the deposit and credit accounts linked to your Service registration even if that person exceeds your authorization. WCB will not except liability for such transfers.

C. Schedule of Fees For the Funds Transfer Service -
Refer to your original account disclosure for fees pertaining to the number of transfers and withdrawals allowed on each different type of account.

2. ONLINE PC BANKING FUNDS TRANSFER SERVICE PARTICULARS.

A. Types of Transfers – Posting -
You can transfer funds between your Checking and Savings accounts using WCB Online. All such transfers are effective when you complete the transaction online, and will post to the appropriate account based on normal bank processing.

You can also transfer funds between your deposit accounts and certain HECL accounts using WCB Online. Transfers to a HECL account will not be reflected in your HECL account until the business day following the day on which you complete the transaction. You cannot transfer funds between HECL accounts using the Service.

B. Limits On Transactions/ Availability -
There is a maximum dollar limit on any transfer equal to the available balance in your account on the date you enter the transaction.

C. Restrictions On Transfers From Savings and Money Market Accounts-
Under Federal Reserve Board Regulation D, you may make an unlimited number of deposits or transfers into a savings or money market account; however, you may make no more than six transfers or withdrawals out of such an account per monthly statement cycle (not counting transactions made at ATMs or at banking centers). Transfers made by telephone, personal computer or funds automatically transferred from a money market account to another deposit account are counted toward the six total permitted monthly transfers or withdrawals. If you exceed the restrictions there will be a fee assessed according to the account agreement. On Regular Savings accounts, we charge a fee for each withdrawal or transfer in excess of two per month. The amount of these fees and the minimum balances necessary to avoid these fees, where applicable, are set forth in the Schedule of Fees of your deposit account agreement.

D. Insufficient Funds to Complete Transfer -
If your account does not have sufficient funds to complete a transfer as of the date the transfer is scheduled to be made, the transfer may not be completed, but if we do complete the transfer as an accommodation to you, you are responsible for any overdraft created, and fees assessed.

E. Correcting or Canceling Your Transfer -
You cannot cancel your transfer after it has been entered in WCB Online and the information transmitted to us. You can correct information about a transfer before you send us the information, and you can use WCB Online to create a new transaction or to reverse a transaction after it has been entered.

F. Documentation and Verification of transfers –
The date and amount of transfers made through WCB Online will be shown on the Transaction history screen of WCB Online, and will also be shown on your printed statements for the accounts from which and to which the transfer is made.

G. Address and Telephone Number For Notification Of Unauthorized Use -
If you believe your User ID or password has become known by an unauthorized person, or that someone has transferred money without your permission, call your local Customer Service Representative, our toll free number at 1-800-922-9028, or write to Western Commerce Bank, 127 S. Canyon St. PO Box 1358, Carlsbad, NM 88221. If you suggest that an unauthorized transfer may have occurred, we may require you to sign an affidavit describing the incident with specific amounts and dates of such transaction.

Also contact us with any other questions or problems that you may have regarding the service, including:

• You have a problem with a transfer you authorized, or your statement reflects a transfer you think is in error.
• You need to obtain documentation concerning a transfer previously issued from your account.

H. Disclosure Of Account Information -
We may disclose information to third parties about your account or the payments or transfers you make:

• When necessary for verifying or completing payments or transfers, or to resolve a problem related to a payment or transfer;
• To verify the existence and status of your account for a third party such as credit bureau or merchant;
• At the Bank’s discretion, to any of our subsidiaries or affiliates;
• If you give us your written (including electronic message) permission; or
• As otherwise permitted or required in the Bank’s Deposit Agreement and Disclosures or other applicable agreements, or by law or government regulations.

3. ADDITIONAL PROVISIONS APPLICABLE ONLY TO BUSINESS ACCOUNTS.

When you transfer funds using WCB Online in connection with business accounts, the information in this Section 4 applies.

A. Enrollment Forms -
Before using the Service, you must complete a Cash Management Disclosure Agreement, Cash Management Employee Representative Form and Cash Management Fee Schedule. These forms are incorporated by reference as part of this Agreement.

B. Protecting Your User ID and Password -
You agree that we may send confidential mailings, including User ID and Password confirmations, to the current address shown in our records for your primary checking account, whether or not that address includes a designation for delivery to the attention of any particular individual; and you further agree that WCB will not be responsible or liable to you in any way in the event that such properly addressed information is intercepted by an unauthorized person, either in transit or at your place of business.

You agree to:

1. Keep your User ID and Password secure and strictly confidential, providing them only to authorized signers on your account(s) or other trusted employees, agents, etc. who you want to act as your representative to access your account(s).
2. Instruct each person to whom you give your User ID and Password that he or she is not to disclose them to any unauthorized person;
   1. Immediately notify us and select a new User ID and Password if you believe an unauthorized person may know your confidential codes.
3. The Bank shall have no liability to you for any unauthorized payment or transfer made using your User ID and Password that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. We reserve the right to suspend or cancel your User ID and password, even without receiving such notice from you, if we suspect they are being used in an unauthorized or fraudulent manner.

C. Your Obligation to Examine Records and Report Discrepancies -
The Bank provides no separate written confirmation of individual payments or transfers. Confirmation is provided through online information available from the Service and through your periodic mailed account statements. You agree to examine your statement promptly and to notify us immediately of any discrepancy between the statement and your other account records. You also agree to notify us immediately of any discrepancy you may find in reviewing online information. In no event shall the bank be liable for interest compensation as described below, unless we are notified of a discrepancy.

D. Acknowledgment of Commercially Reasonable Security Procedures -
By using the Service, you acknowledge and agree that this Agreement sets forth security procedures for electronic banking transactions, which are commercially reasonable. You agree to be bound by any instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use as described above (and we have had a reasonable opportunity to act on such notice).

4. MISCELLANEOUS PROVISIONS RELATED AGREEMENTS

Your WCB deposit and/or loan accounts accessed by WCB Online continue to be governed by the following WCB agreements and documents, as they are amended from time to time:

• Deposit Agreement and Disclosures,
• The applicable Personal or Business Schedule of Fees,
• The applicable Miscellaneous Fees for Personal or Business Accounts.
• If any inconsistency exists between such other documentation and this Agreement, then this Agreement shall control to the extent of inconsistency.

CHARGES AND FEES

There is no set-up or monthly service charges for WCB’s Online Banking service for consumer accounts. (If you are business customer, refer to the Cash Management Agreements for fee disclosures.) Customer Service requests for other services through Online Banking, which you may be charged by WCB include but are not limited to: ordering copies of checks, copies of statements, other requests made through the “Send a Request” option or the using the Bill Pay Service, which has a monthly service fee of $5.95, for unlimited transactions. These service requests are subject to WCB’s normal service charges that were disclosed at account opening and in any subsequent editions of or amendments to your Schedule of Fees brochure. Please refer to the latest version of your Schedule of Fees & Service Disclosures.

Transfers of funds using WCB Online are free except as follows. If you have an account that limits the number of transactions that you are allowed during a monthly statement cycle a fee may be assessed. This would include, but not limited to accounts such as a Money Market account with limited transactions. WCB Online transactions are counted and if you exceed the total number of authorized transactions for those accounts, your account will be charged as stated in your initial account disclosure of fees and charges. You will need to refer to the account type for the appropriate fee.

OUR ABILITY TO TERMINATE SERVICES

You are responsible for complying with all the terms of this Agreement and with the terms of the agreements governing the accounts to or from which transfers are made using the Service. We can terminate your electronic banking privileges under this Agreement without notice to you if you do not pay any fee when due, or if you do not comply with any agreement governing your accounts, or if any such account is not maintained in good standing.

We can also terminate the Service if we believe that an actual or potential unauthorized use of your User ID, Password or account may be occurring. WCB reserves the right to terminate your access to the WCB Online Service or any portion of it in its sole discretion, without notice and without limitation, except as may be required by law.

You as a customer may terminate this Online Banking Service at any time with written notification to the bank or by contacting your local Customer Service Representative or calling 1-800-922-9028.

AMENDMENT

We can amend this Agreement upon notice to you, which you agree may be sent by e-mail. Any notice will be effective not later than ten (10) days after we send the notice (unless a law or regulation requires a longer notice period), whether or not you have retrieved the notice by that time.

NEW SERVICES

We may, from time to time, introduce new services that are part of WCB Online. We will update this Agreement to notify you of these new services. By using WCB Online after those new services become available, you agree to be bound by the terms contained in the revised agreement.

VIRUS PROTECTION

You agree that WCB is not responsible for any electronic virus that you may encounter using WCB Online. We encourage you to routinely scan your PC and diskettes using any reliable virus protection product to detect and remove any viruses found. Undetected or un-repaired, a virus may corrupt and destroy your programs, files and even your hardware.

OUR PHYSICAL LIABILITY

Except as specifically provided in this Agreement or where the law requires a different standard, you agree that Western Commerce Bank (WCB) nor any of its subsidiaries or affiliates (collectively, “WCB”) nor any third party services connected with WCB Online shall be responsible for any damages, loss, property damage or bodily injury, incurred as a result of your using or attempting to use the WCB Online Service, whether caused by the equipment, software, Internet browser providers such as Netscape (Netscape Navigator browser) or Microsoft (Microsoft Internet Explorer browser), Internet access providers or on-line service providers or an agent or subcontractor of any of the foregoing. Nor shall WCB or any third party service providers engaged by WCB be responsible for any direct, indirect, special or consequential, economic or other damages arising in any way out of the installation, use or maintenance of the equipment, software, WCB Online or Internet browser or access software, or from the unavailability of WCB Online or for any errors in information provided through that service.

LIMITATION OF BANK’S LIABILITY

If we fail or delay in making a payment or transfer pursuant to your instructions, or if we make a payment or transfer in an erroneous amount which is less than the amount per your instructions, unless otherwise required by law our liability shall be limited to interest on the amount which we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the payment or transfer, but in no event shall we be liable to both parties, and our payment to either party shall fully discharge any obligation to the other. If we make a payment or transfer in an erroneous amount which exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law our liability shall be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the payment or transfer to the date of the refund, but in no event to exceed 30 days interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered for each day interest is due, computed on the basis of a 360-day year. Timing of such issue is based on your notification to us within the required guidelines of your account Error Resolution Notices as posted in your original account opening disclosures and on your monthly demand account statements.

Unless otherwise required by law, in no event will the Bank be liable to you for special, indirect or consequential damages including, without limitation, lost profits or attorneys’ fees, even if we are advised in advance of the possibility of such damages.

ENTIRE AGREEMENT

This agreement, as it may be amended from time to time, and if you are a business customer those agreements that apply to your business account or cash management, contain the entire understanding between you and WCB concerning the WCB Online service, and supersede any verbal conversations, other communications, and previous agreements, if any.

Your registration for WCB Online confirms:

• Your agreement to be bound by all the terms and conditions of this Agreement; and
• Your acknowledgement that you received and understand the terms of this Agreement.

THE FOLLOWING AGREEMENT PERTAINS TO OUR BILL PAY SERVICE. YOU HAVE THE OPTION OF USING BILL PAY FOR 90 DAYS AT NO MONTHLY SERVICE CHARGE. AFTER SUCH TIME YOU WILL BE CHARGE A MONTHLY FEE OF $5.95 FOR UNLIMINTED BILL PAYMENT SERVICES. THIS CHARGE WILL BE ACCESSED ON THE ANNIVERSARY DAY OF YOUR AGREEMENT AFTER THE FIRST 90 DAYS FREE. TO CANCEL YOU MUST CALL YOUR LOCAL CUSTOMER SERVICE REPRESENTATIVE OR OUR 1-800-922-9028, OR SEND A WRITTEN REQUEST TO WESTERN COMMERCE BANK, PO BOX 1358, CARLSBAD, NM 88221.

WESTERN COMMERCE BANK’S BILL PAY AGREEMENT / DISCLOSURE

Bill Pay Agreement/Disclosure: This is your bill pay agreement with Western Commerce Bank (WCB). This service is for our consumer accounts. You may use WCB Bill Pay service to direct WCB to make payments from your designated checking account to the Merchants you choose in accordance with this agreement. The terms and conditions of this Agreement are in addition to the Account Agreements, Disclosures and other documents in effect from time to time governing your Account. You may use our Bill Pay service for three (3) months with no service charges, thereafter you will be charged a monthly service fee of $5.95, with unlimited transactions for this service. This fee is automatically charge monthly to your designated account, on the anniversary date of your opening the Bill Pay service. At anytime that you wish to cancel this service you may do so by notifying a Customer Service Representative at your local branch or by calling our 1-800-922-9028. (For our business customers we have a separate Cash Management service.)

“You” or “your” means each person who signs the Bill Pay Enrollment form or is otherwise authorized to use the Service. “Merchant” means anyone, including WCB, you designate and WCB accepts as a payee.

How to set up Merchants/Payments: Complete a bill pay enrollment form. If you want to add a new Merchant to your list of authorized payees, you can submit your request by using the “Add Merchant” button on the Internet or speak to a Subscriber Services Representative. You may add a new fixed payment to a Merchant, only if the Merchant is on your authorized list of payees, by accessing the Service and entering the appropriate information. Most other additions, deletions, or changes can be made in writing or by using the Service. WCB reserves the right to refuse the designation of a Merchant for any reason.

The Bill Pay Process: WCB will process variable payments on the business day (Monday through Friday, except holidays) you designate the bill is to be processed, provided the payment request is received prior to the cut-off time set by WCB, which is currently 2:00 p.m. MST. Variable bill requests received after the business day cut off time, or at any time on a non-business day will be processed on the next business day. WCB reserves its right to change the cut-off time by giving you notice if it changes.

FOR RECURRING PAYMENT REQUESTS, IF YOU DESIGNATE A PROCESSING DATE OF THE 28 TH THROUGH THE 31 ST OF A MONTH, PROCESSING WILL BE INITIATED ON THE LAST CALENDAR DAY OF THE MONTH.  Otherwise, recurring payment requests will be processed on the dates you have designated, unless such date falls on a non-business day resulting in your payment being processed on the next business day.

Bill Payments are processed on the day you select as a Scheduled Payment Date. When scheduling Bill Payments, you must select a Scheduled Payment Date that is no later than the recommended time frame for delivery on Check payments (seven (7) Business Days) or Electronic payments (four (4) Business Days) before your actual Due Date. If the actual Due Date falls on a Non-business day, you must select a Scheduled Payment Date that adds a minimum of at least one (1) business day, more days are necessary for multi-day federal holidays, to the recommended time frame for delivery of Check and Electronic payments. Scheduled Payment Dates and recommended delivery times should be prior to any late date or grace period. WCB or the Bill Pay Service will not be responsible for any finance charges or penalties incurred for late payments that were due to invalid information entered by the user such as Merchant address or user account number at Merchant. The Service will be responsible for any charges to Merchants made in error by the Service. Due to circumstances beyond our control, some Merchants take longer to post payments than others. We suggest sending your first payment with more than enough time to post before the Due Date. After your first payment has posted you will have a better understanding of how much time to allow for each Merchant to receive the credit.

Due to circumstances beyond our control, some Merchants take longer to post payments than others. We suggest sending your first payment with more than enough time to post before the Due Date. After your first payment has posted you will have a better understanding of how much time to allow for each Merchant.

When you have scheduled a payment, you authorize WCB to debit your Payment Account and remit funds on your behalf. You certify that your Payment Account is an account from which you are authorized to make payments and any payment you make will be debited from this account. You also authorize the credit of returned payments from using the Bill Pay Service.

The Bill Pay Service will incur no liability and a Service Guarantee shall be void if the Bill Pay Service is unable to complete any payments initiated because of any of the following:

1. You have not provided the Bill Pay Service with correct payment account information, or the correct name, address, phone number, or account information for the Merchant upon initiation of the payments;
2. Circumstances beyond the control of the Bill Pay Service (such as, but not limited to, fire, flood, or interference from an outside force) prevents the proper execution of the transaction and the Bill Pay Service has taken reasonable precautions to avoid those circumstances;
3. The payment processing center is not working properly and you know or have been advised by the Bill Pay Service about the malfunction before you execute the transaction;
4. If through no fault of the Service, your account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account; and/or
5. You attempt to pay a Merchant that is not on your authorized Payee list.

Provided none of the foregoing circumstances are applicable, the Service will bear responsibility for any late payment related charges up to $50.00 should a Bill Pay post after its Due Date as long as the Bill Pay was scheduled in accordance with the guidelines described under “The Bill Pay Process”.

You agree to have available and collected funds on deposit in the account you designate in amounts sufficient to pay for all Bill Pay requested, as well as, any other payment obligations you have to WCB. WCB reserves the right, without liability, to reject or reserve a Bill Payment, if you fail to comply with this requirement or any other terms of this agreement. If you do not have sufficient funds in the Account and WCB has not exercised its right to reserve or reject a Bill Pay Service, you agree to pay for such payment obligations on demand. You further agree WCB, at its option, may charge any of your accounts with the Financial Institution to cover such payment obligations.

The Bill Pay Service reserves the right to select the method in which to remit funds on your behalf to your Merchant. Any Bill Pay can be changed or canceled, provided you access the Service prior to the cut-off time on the business day prior to the business day the Bill Pay is going to be initiated.

WCB uses a third party to provide the Service. Certegy is the third party who WCB has contracted with to provide the Service to its customers. Certegy is not affiliated with or a part of WCB. Certegy is a third party beneficiary to this Agreement.

Returned Payments: In using the Service, you understand that the Service and/or the United States Postal Service may return payments for various reasons, such as, but not limited to, the Service account number is not valid; the Service is unable to locate the account; or Payee account is paid in full. The Service will use its reasonable efforts to research and correct the returned payment, or void the payment and credit your Payment Account. You may receive notification from the Service.

Liability: You are solely responsible for controlling the safekeeping of, and access to, your User ID and Personal Identification Number (PIN). You are liable for all transactions you make or that you authorize another person to make even if that person exceeds his or her authority. If you want to terminate another person’s authority, you must notify WCB and arrange to change your User ID and PIN. You will be responsible for any Bill Pay request you make that contains an error or is a duplicate of another Bill Payment. WCB is not responsible for a Bill Pay Service that is not made if you did not properly follow the instructions for making a bill payment. WCB is not liable for any failure to make a bill payment if you fail to promptly notify WCB after you learn that you have not received credit from a Merchant for a Bill Pay Service. WCB is not responsible for your acts or omissions or those of any other person, including, without limitation, any transmission or communications facility, and no such party shall be deemed to be WCB’s agent. In any event, WCB will not be liable for any special, consequential, incidental, or punitive losses, damages, or expenses in connection with this Agreement or the Service, even if WCB has knowledge of the possibility of them. WCB is not liable for any act, failure to act or delay in acting if it is caused, in whole or in part, by any cause beyond WCB’s reasonable control.

Amendment and Termination

WCB has the right to change this Agreement at any time by notice mailed to you at the last address shown for the Account on WCB’s records, or by posting notice on our Web Site, or as other wise permitted by law. WCB is not responsible for any payment made before WCB has a reasonable opportunity to act on your termination notice.