Internet Banking Terms and Conditions

ON-LINE BANKING SERVICE AGREEMENT

Customer designated above ("you", "your", "yours", or " Customer") has applied for the use of and BankSouth ("we", "us", "our" or "Bank") agrees to provide the Bank's On-Line Banking Service to Customer upon the terms and conditions provided in this On-Line Banking Service Agreement (the "Agreement").

Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank and Customer, intending to be legally bound, do hereby agree as follows:

Definitions. The following terms and definitions apply when used in this Agreement.
"Account" or "Accounts" means one or more checking, savings, or money market deposit account or loan account that you have with us for Commercial or Personal use, as applicable.

"Bill Payment" or "Payment" means the remittance of funds, initiated through Online Banking Service, from a Primary Service Account to a Payee.

"Bill Payment Service" means the Bill Payment Services offered by BankSouth, through our Bill Payment Services provider.

"Business Day(s)" means Monday through Friday, excluding holidays.

"Business On-Line Banking Service" means the service(s) described in this Agreement and designated as such for business customers.

"Deposit Account Agreement" has the meaning provided in Article XI Section G.

"Electronic" means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.

"Funds transfer" or "Transfer" means a transfer of funds, initiated through Online Banking Service, from one eligible account to another.

"On-Line Banking Service" or "On-Line Services" means the service(s) described in this Agreement.

"Password" means personal identification number, personal security code, or passcode, whether one or more than one that you chose or was assigned to you by the Bank that allows you to access Bank services.

"Payee" means any person or entity to which you direct a Payment through Online Banking Service.

"Payment Account" is the checking account from which bill payments will be debited, whether one, or more than one.

"PC" means personal computer (including any personal data assistant or other wireless access device) that meets the requirements for use of Online Banking Services.

"Service" means the service(s) described in this Agreement.

"Transfer Day" means Monday Friday, until 4:30 p.m., Eastern Time (Standard or Daylight). Holidays are not included.

Other definitions may be set forth elsewhere in this Agreement.
Setup and Use of On-Line Banking Services.

Eligibility.

In order to activate this Service, you must have at least one Account with us linked to the Service. You must also designate a User ID and Password which will be required to gain access to the Service. The use of the Password is a security procedure established by Bank to authenticate the identity of the person attempting to gain access to the Service. Further, you will be asked three security questions to authenticate your PC (commonly known as multi-factor authentications or MFA). The security procedure is not designed for the detection of errors. You agree that this security procedure is commercially reasonable. We may require you to change your Password from time to time for security reasons. You should keep your Password in a secure location. Any person having access to your Password will be able to access these Services and perform all transactions, including reviewing Account information and making Transfers to other Accounts and to other persons.

Access.

Services are generally accessible 24 hours a day, seven days a week, except that the Services may be inaccessible for a reasonable period on a daily basis for system maintenance. We are not liable under this Agreement for failure to provide access due to a system failure or due to other unforeseen acts. We may modify, suspend, or terminate access to the Services at any time and for any reason without notice or refund of fees you have paid.

Equipment Requirements.

In order to use the Services, you must first obtain your own personal computer with a modem and related equipment (the "Hardware"). You also must provide the type of telephone service and Internet access required by the Hardware and or Software. Once the Hardware has been properly connected to the telephone service, and any required Internet access has been established, you will be able to access the Bank Services' website. You are and will remain solely responsible for the purchase, hookup, installation, loading, operation and maintenance of the Hardware, Software, telephone service, and the Internet access service to your PC, and for all related costs. You are solely responsible for virus protection and maintenance of your PC.

Business On-Line Banking Services.
Products and Services Offered.

Business Customers may use the Services to:
1. Make transfers between Accounts you may have with us.
2. Make Payments to a Payee from your Account(s) (Bill Payment Service).
3. Obtain Account balances. Your account balance is generally current as of 8:00 a.m. Eastern Time (Standard or Daylight) of each Business Day, but may not include current transactions (such as checks cashed at a teller on the Business Day). In addition, your account balance may show funds that have been credited to your account but are not yet available for withdrawal.
4. Issue stop payment orders.
5. Review recent transactions on your Accounts over the previous two months or sixty (60) days.
6. Transfer money to make loan payments.
7. Originate ACH transactions and wire transfers
8. Communicate directly with Bank via electronic messaging.
9. Download account information in various formats.
Personal On-Line Banking Services.
1. Products and Services Offered. You may use the Services to:
  1. Make transfers between Accounts you may have with us.
  2. Make Payments to a Payee from your Account(s) (Bill Payment Service).
  3. Obtain Account balances. Your account balance is generally current as of 8:00 a.m. Eastern Time (Standard or Daylight) of each Business Day, but may not include current transactions (such as checks cashed at a teller on the Business Day). In addition, your account balance may show funds that have been credited to your account but are not yet available for withdrawal.
  4. Issue stop payment orders.
  5. Review recent transactions on your accounts over the previous two months or sixty (60) days.
  6. Transfer money to make loan payments.
  7. Communicate directly with Bank via electronic messaging.
  8. Download account information in various formats.
  These activities are limited to the extent noted herein and in the agreements governing your various accounts with us. Should there be a period of inactivity of no less than ninety days (90 days), we reserve the right to remove your access due to this inactivity. Your ability to transfer funds from savings and money market deposit accounts using these Services are subject to the limitations described herein and/or in the applicable account agreements. You should refer to these agreements for restrictions and service charges.
2. Unauthorized Transactions.
  THE FOLLOWING PROVISIONS OF THIS SECTION APPLY ONLY TO SERVICE AND ACCOUNTS ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.
  
  To the extent a transaction is an "electronic fund transfer" under Federal Reserve Board Regulation E, Tell us AT ONCE if you believe your password has been lost or stolen, or if you believe that an On-Line Banking transaction has been made without your permission using information from your check. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within two (2) Business Days after you learn of the loss, theft, or unauthorized transaction, you can lose no more than $50.00 if someone used your Password or made a transaction without your authorization.
  
  If you do NOT tell us within two (2) Business Days after you learn of the loss, theft, or unauthorized transaction, and we can prove we could have stopped someone from using your Password or the Online Service without your authorization if you had told us, you could lose as much as $500.00. Also, if your statement shows a transaction that you did not make or authorize, tell us at once. If you do not tell us within sixty (60) days after the statement was mailed, electronically transmitted, or otherwise made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time.
  
  If a good reason (such as a long trip or hospital stay) kept you from telling us, we will extend the time periods as may be reasonable under the circumstances.
3. Bank's Failure to Complete Transactions.
  THE FOLLOWING PROVISIONS OF THIS SECTION APPLY ONLY TO SERVICE AND ACCOUNTS ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.
  
  To the extent that an Online Service transaction is an "electronic fund transfer" under Federal Reserve Board Regulation E that relates to an Account established primarily for personal, family, or household purposes, if we do not properly complete a transfer to or from your Account on time or in the correct amount according to the terms of this Agreement, we will be liable for your losses or damages. However, we will not be liable (and any payment guarantee provided elsewhere in this Agreement will not be applicable) if any of the following occurs:
  - Through no fault of ours, you do not have sufficient collected funds in the Account to complete the transaction;
  - The transaction would exceed the credit limit on any overdraft line of credit linked to the Account;
  - Your PC, Internet service provider, telephone line, modem, or other equipment is not operating properly;
  - The Service is not working properly and you were aware of the malfunction when you initiated the transaction;
  - You do not properly follow the instructional materials provided in connection with the Online Service;
  - You do not authorize a Payment within a sufficient period of time for your Payment to be received by the payee by the due date;
  - You have not provided us with the correct Payee name, address, account information, Payment amount, or other instructions necessary to complete the Payment, or the foregoing instructions stored on your PC's hard drive or the host system have been lost;
  - A Payee mishandles or delays the handling of Payments sent by us;
  - Your funds are held or frozen, or a court order or other legal process prevents us from making a transaction;
  - Your Password has been reported lost or stolen;
  - We have reason to believe that a transaction has not been properly authorized or authenticated, or is fraudulent, erroneous, or illegal;
  - You have exceeded the limitations on frequency of transactions or dollar amount of transactions applicable to the Online Service or the Account;
  - Your telephone service has been disconnected or there are deficiencies in the quality of your telephone line;
  - Circumstances beyond our control (such as telecommunication or electrical outages and malfunctions, postal strikes or delays, computer system failures, or natural disasters) prevent the transaction;
  - Making a transfer would cause us to violate any law, rule, or regulation to which we are subject; or
  - Any failure on our part was not intentional and resulted from a bona fide error notwithstanding procedures to avoid such error, except for actual damages (which do not include indirect, incidental, special, or consequential damages).
  There may be other exceptions to liability stated in this Agreement, or in other agreements we have with you, or otherwise provided by applicable law.
4. Error Resolution.
  THE PROVISIONS OF THIS SECTION APPLY ONLY TO SERVICE AND ACCOUNTS THAT ARE ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.
  
  In Case of Errors or Questions About Your Electronic Transfers telephone us at 706-453-2943 between 8:30 am. and 4:30 p.m. Eastern Time (Standard or Daylight) during a Business Day or write to us at P. O. Box 730, Greensboro, GA 30642 Attn: Internet Banking or E-mail us at [email protected] as soon as you can if you think that your statement is wrong or you need more information about a transaction listed on your statement or appearing on the account activity screen of your PC, we must hear from you no later than sixty (60) days after we sent the FIRST statement on which the problem or error appeared or you received notification of the problem or error on your PC. You must:
  - Tell us your name and the Account number.
  - Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
  - Tell us the dollar amount of the suspected error.
  If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) Business Days. We will determine whether an error occurred within ten (10) Business Days (twenty (20) Business Days for transactions that have occurred within 30 days after the first deposit to the account) after we hear from you and will correct any error promptly. If we require more time, however, we may take up to forty-five (45) days (ninety (90) days for point-of-sale transactions, transactions initiated outside the United States, or transactions that have occurred within 30 days after the first deposit to the account) to investigate your complaint or question. If this additional time is necessary, and your written notification has been received by us, we will credit your account within ten (10) Business Days (twenty (20) Business Days for transactions that have occurred within 30 days after the first deposit to the account) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) Business Days (twenty (20) Business Days for transactions that have occurred within 30 days after the first deposit to the account), we will not credit your account and we will still have up to forty-five (45) days (ninety (90) days for point-of-sale transactions, transactions initiated outside the United States, or transactions that have occurred within 30 days after the first deposit to the account) for our investigation.
  
  We will tell you the results within three (3) Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
Additional Information about the Services.
1. Account Access.
2. Processing Fund Transfers.
3. Canceling Transfers or Payments
4. Transfer(s) from Savings/Money Market Deposit Accounts.
5. Bill Payment Service.
  For Bill Payment Service, your Payee list may include utility companies, merchants, financial institutions, insurance companies, individuals, etc. within the United States whom you wish to pay through Bill Payment Service. Please include a complete mailing address and telephone number for each Payee, along with your account number. The Bank reserves the right to decline to make Payments to certain persons and entities. You agree that any Payment for taxes, Payments that are court-ordered, government payments and Payments outside of the United States are prohibited and you agree that you will not attempt to use the Service to make these types of Payments. On recurring Payments, it is the responsibility of the account owner or designated authorized users to update Payee account information such as address changes, account numbers, etc.
  
  Payments are posted against your ledger balance, plus the available credit on your overdraft protection, if any, or other line of credit.
  
  You may schedule Payments to be initiated on the current Business Day, on a future date, or on the same date of each month. If you are scheduling a Payment for the current day it must be initiated prior to 8:00 a.m. Eastern Time (Standard or Daylight). Changes to previously scheduled Payments must be made the Business Day before the day it is to be initiated. Although you can enter Payment information through the Service twenty-four (24) hours a day, seven (7) days a week, the Bank only initiates on Business Days. Funds will be deducted from your account on the same Business Day for Electronic payments. Payments made by check will be deducted from the Payment Account when the check clears your account. If you direct the initiation of a Payment to occur on a day other than a Business Day, it will be initiated on the following Business Day.
  
  Because of the time it takes to send your Payment, sufficient time should be allowed for the Payee to receive the Payment. A Payment by check should be initiated 5-7 Business Days prior to the date your Payment is due, excluding any applicable grace periods. It is helpful if you allow additional time for a Payment to be completed the first time you send a Payment through the Bill Payment Service. This allows the Payee to adjust to the new form of Payment.
  
  Recurring Payments and Transfers are those made for the same amount, on the same date, on a weekly, bi-monthly, monthly basis, etc. Once started, recurring Payments and Transfers will be made automatically until you delete the Payment or Transfer or upon expiration. A recurring Bill Payment Service transaction that you want deleted must be deleted, or the next Payment date changed on the Business Day before the current transaction date.
  
  A stop payment cannot be placed on an Electronic Bill Payment transaction once issued. However, a stop payment can be placed in a on a Bill Payment transaction by Bill Payment check any time prior to 4:30 p.m. Eastern Time (Standard or Daylight) on the day before such check is scheduled for final payment.
  
  There is no fee for deleting a payment initiated through Bill Payment; however a fee will apply for a stop on a Bill Payment check.
  
  In the event a Payment is returned to us for any reason, you authorize us, in our sole and absolute discretion, to both research and correct the Payment information or to void the Payment and re-credit your Payment Account.
  
  Should there be a period of inactivity of no less than ninety days (90 days), we reserve the right to remove your access due to this inactivity.
Limitations. Your use of these Services is subject to the following limitations:
Dollar Amount. There may be a limit on the dollar amount of the transactions you can make using these Services. Security reasons limit the dollar amount of transactions and these limits are subject to change from time to time. Payment can only be made with U.S. currency.

Frequency. In addition to the Federal banking regulations that restrict the number of transfers and withdrawals, there may be limits on the number of transactions you can make using these Services. These limits are for security reasons and are subject to change.

Foreign transactions. No Payments may be made to Payees outside the United States.

Additional limitations may be contained in this Agreement or the applicable Service Agreement. Your ability to initiate transactions may also be limited by the terms of other agreements you have with the Bank or by applicable law.
Parties' Responsibilities.
1. Responsibilities of the Customer.
2. The Bank's Responsibilities.
Customer Privacy and Confidentiality.

The importance of maintaining the confidentiality and privacy of the information provided by our customers is one of our highest priorities. We may disclose information about your Accounts or the Transfers you make: (i) where it is necessary for completing the transfers or processing or maintaining your Accounts; (ii) in order to verify the existence or condition of your Accounts for a third party such as a credit bureau or merchant; (iii) in order to comply with legal process, government agency or court orders; (iv) to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements; or (v) otherwise as permitted by law. An explanation of our privacy policy will be provided to you separately in the manner required by applicable law. Please review it carefully.

Termination.

This Service Agreement will remain in effect until terminated by you or us. You may cancel any Service(s) at any time by notifying us of your intent to cancel in writing at BankSouth, Attn: Internet Banking, P. O. Box 730, Greensboro, GA 30642. This cancellation applies only to your On-Line Banking Services and does not terminate your other relationships with us. Should there be a period of inactivity of no less than ninety days (90 days), we reserve the right to remove your access due to this inactivity.

We may terminate your participation in any Service(s) for any reason, at any time. We will try to notify you in advance, but we are not obligated to do so.

Changes in Terms and other Amendments.

We may amend this Service Agreement (including changes in fees and charges) by giving notice to you at least thirty days before the effective date of the amendment, unless such change or amendment is otherwise required by law or applicable regulation. Your continued use of a Service constitutes your agreement to the amendment(s). No amendments requested by the Customer shall be effective unless received and agreed to in writing by Bank. The terms of your other account agreements with us shall continue to apply.

Other Provisions.

Electronic Notices.

THIS SECTION CONTAINS IMPORTANT INFORMATION ABOUT ELECTRONIC NOTICES. PLEASE READ CAREFULLY.

By accepting this Agreement, you are giving your consent for us to deliver to you any required disclosures and other notices concerning these Services or your Accounts by e mail or other appropriate electronic means. You may withdraw your consent to receipt of electronic notices and required disclosures or change your e mail address or electronic contact information by a message to us going to our website at www.banksouth.biz and sending a message to us or writing to us at BankSouth, Attn: Internet Banking, P. O. Box 730, Greensboro, GA 30642. If you withdraw your consent, we reserve the right to terminate your participation in these Services. Before we send to you electronically any disclosures or notices that would otherwise be required by applicable law or regulation to be made available to you in writing, we will send you an e mail message and ask you to confirm that you can access the electronic information in the form in which it will be provided. After providing this confirmation, you may still request a paper copy of a disclosure or notice provided to you electronically by writing to us at the address above and identifying the disclosure or notice you are requesting. A fee may be charged for a paper copy of the electronic information.

You may use e mail to contact us about inquiries, maintenance and/or some problem resolution issues. E mail may not be a secure method of communication. Thus we recommend you do not send confidential personal or financial information by e mail. There may be times when you need to speak with someone immediately (especially to report a lost or stolen Password, or to stop a payment). In these cases, do not use e mail. Instead, customers should call us at 706-453-2943.

Hours of Operation.

Our representatives are available to assist you from the hours of 8:30 a.m. to 4:30 p.m. Eastern Time (Standard or Daylight), Monday through Friday, except holidays, by calling any of our branch locations or by calling 706-453-2943. Additionally, for Bill Payment questions 24 hours 7 days a week, you can call the support team at 1-866-305-1714.

Ownership of Website.

The content, information and offers on our website are copyrighted by us and the unauthorized use, reproduction, linking or distribution of any portions is strictly prohibited.

Geographic Restrictions.

The Services described in this Agreement and any application for credit, deposit services, and other services available at our web site are solely offered to residents of the United States of America. Customers may not be able to access these Services outside the United States of America.

Contact Information.

In case of questions about your electronic transactions contact customer service at:

BankSouth
P.O. Box 730
Greensboro, GA 30642
706-453-2943
[email protected]

Authority. Customer hereby represents and warrants that he/she/it has full right, authority and power to execute, deliver and perform this Agreement and, if Customer is an entity or organization rather than a natural person, that the execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions, including appropriate company resolutions.
Deposit Account Agreement. Customer acknowledges and agrees that Customer's demand deposit account maintained with Bank is an integral part of the Services offered by Bank and that all transactions and Services initiated or processed pursuant to this Agreement are subject to the terms and conditions of the rules, regulations and agreement ("Deposit Account Agreement") governing accounts in effect from time to time between Customer and Bank. The Deposit Account Agreement is expressly incorporated herein by reference. The terms and conditions of this Agreement shall control over any inconsistent terms and conditions of the Deposit Account Agreement. Customer acknowledges that it has signed and executed all agreements, resolutions, signature cards and forms governing Customer's demand deposit account required by Bank. If Customer has not signed the foregoing forms required by Bank, by signing this Agreement, Customer acknowledges that it has read the contents of and agrees to be bound by the terms of those forms, agreements and documents, and adopts and ratifies, as an authorized signatory(s), the signature(s) of any person(s) who has signed a signature card or any check on Customer's account. Customer also agrees to establish all accounts that must be opened in conjunction with the Service provided by Bank.
Effective Dates. The effective date of this Agreement shall be the date upon which the Agreement is executed by Customer and accepted by Bank.
Internet Disclaimer. For any Service(s) described in the Agreement utilizing the Internet, Bank does not and cannot control the flow of data to or from Bank's network and other portions of the Internet. Such flow depends in large part on the performance of Internet Services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt Customer's connections to the Internet (or portions thereof). Bank cannot guarantee that such events will not occur. Accordingly, Bank disclaims any and all liability resulting from or related to such events and in no event shall Bank be liable for any damages (whether in contract or in tort) that are attributable to the public Internet infrastructure, Customer's ability to connect to the Internet, or Bank's ability to connect to the Internet on Customer's behalf.
Financial Information. Bank may from time to time request information from Customer in order to evaluate a continuation of the Service(s) to be provided by Bank hereunder and/or adjustment of any limits set by this Agreement. Customer agrees to provide the requested financial information immediately upon request by Bank, in the form required by Bank. If Customer refuses to provide the requested financial information, or if Bank concludes in its sole discretion that the credit risk of Customer is unacceptable, Bank may terminate the Service according to the provisions hereof. Customer authorizes Bank to investigate or reinvestigate at any time any information provided by Customer in connection with this Agreement or any Services and to request reports from credit bureaus and reporting agencies for such purpose.
Deadlines. Customer shall deliver or transmit all data or information to Bank by the deadline(s) specified in this Agreement and Bank shall have no obligation to process data or perform the Service if the data is not received by the Bank by the specified deadline.
Customer's Duty to Inspect. Customer shall inspect all reports, journals, and other material evidencing the output of the Service(s) performed by Bank. Customer must report all errors to the Bank for Services performed and indicated in the reports, journals and other material evidencing the output of the Service(s) or otherwise reported to Customer daily by the close of business on the banking day following the day on which the Service(s) is rendered. Customer must report all other errors within a reasonable time not to exceed thirty (30) days from the date that the error is made. Failure of Customer to promptly report errors within such specified time shall preclude Customer from asserting against the Bank any claims arising from the error or any loss caused by the error.
Payment for Services. Customer agrees to pay Bank the fees established by Bank for rendering the Services under the terms of this Agreement and the Service Agreement. The fees are listed in our Schedule of Fees, which you acknowledge receipt of and which are incorporated herein by reference and made a part of this Agreement. Customer hereby authorizes Bank, at Bank's option, to charge Customer's account(s) maintained with Bank for such fees or, for business accounts, to impose or charge such fees to Customer indirectly through account analysis and balance requirements. In Addition to the Service fees, customer agrees to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Service, this Agreement, and/or the software or equipment made available to Customer (excluding any income tax payable by Bank). Customer is also responsible for the costs of any communication lines and any data processing charges payable to third parties.
Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY LAW, IF YOUR USE OF THE ON-LINE BANKING SERVICE IS NOT PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, AND/OR IF YOUR APPLICABLE ACCOUNTS(S) IS (ARE) NOT ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, CUSTOMER AGREES:

THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY CUSTOMER OF ANY SERVICE EVEN IF CUSTOMER, BANK OR BANK'S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT ALLOWED BY LAW, BANK'S LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK'S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH.
CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE SERVICES SHALL BE AT CUSTOMER'S SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN "AS IS" BASIS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO CUSTOMER OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. CUSTOMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.
BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO CUSTOMER AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, CUSTOMER'S COMPUTER SYSTEMS OR RELATED EQUIPMENT, CUSTOMER'S SOFTWARE, OR CUSTOMER'S INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK'S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT CUSTOMER USES, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF CUSTOMER'S COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM CUSTOMER TO BANK OR FROM BANK TO CUSTOMER. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING CUSTOMER OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF CUSTOMER'S COMPUTER HARDWARE OR SOFTWARE.

Compliance With Laws, Rules, and Regulations. Customer agrees to comply with all existing and future operating procedures used by the Bank for processing of transactions. Customer further agrees to comply with and be bound by all applicable state or federal laws, rules and regulations affecting the use of checks, drafts, fund transfers, and ACH transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission (FTC), the Board of Governors of the Federal Reserve, the National Automated Clearing House Association (NACHA) and any other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound. These laws, procedures, rules, regulations, and definitions shall be incorporated herein by reference.
Relationship of Parties. Customer and Bank acknowledge and agree that the relationship of Bank and Customer is that of an independent contractor and that this Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between them.
Force Majeure. The Bank shall not be responsible for any liability, loss, or damage resulting from Bank's failure to perform any Service or to perform any other obligations under this Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by Customer or third parties and their personnel; criminal acts; or generally any cause reasonably beyond the Bank's control.
Reimbursement. Any reimbursement by Bank for any liability hereunder may be made either directly to Customer or by adjustment of the aggregate ledger and collected balances of Customer's accounts.
Indemnification. In addition to other indemnification and liability provisions elsewhere in this Agreement, to the fullest extent allowed by law, if your use of the On-Line Banking Service is not primarily for personal, family or household purposes, and/or if your applicable Accounts(s) is (are) not established primarily for personal, family or household purposes, customer will be liable for, hold harmless, and will indemnify Bank, and their employees and agents from and against all claims of any sort by third parties or others arising out of this Agreement, including all losses and expenses incurred by Bank arising out of Customer's failure to report required changes, transmission of incorrect data to Bank, or failure to maintain compliance with all laws, regulations and rules. Except for those losses caused directly by Bank's failure to exercise ordinary care or to act in good faith, Customer agrees to indemnify and hold Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys' fees) arising from or related in any way to (i) any Services performed in connection with this Agreement, (ii) Bank's action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Bank to be an authorized representative of Customer or Authorized User, (iii) Customer's breach of any of Customer's covenants, agreements, responsibilities, representations or warranties under this Agreement, and/or (iv) Customer's breach of applicable laws, rules or regulations.
ARBITRATION AND WAIVER OF JURY TRIAL. CUSTOMER AND BANK AGREE THAT THE TRANSACTIONS PROCESSED UNDER THIS AGREEMENT OR ANY SERVICE AGREEMENT INVOLVES "COMMERCE" UNDER THE FEDERAL ARBITRATION ACT ("FAA"). ANY CONTROVERSY OR CLAIM BETWEEN CUSTOMER AND BANK, OR BETWEEN CUSTOMER AND ANY OF BANK'S OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTITIES, THAT ARISES OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS AGREEMENT OR ANY SERVICE AGREEMENT, WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT (COLLECTIVELY, ANY "CLAIM"), WILL BE SETTLED BY BINDING ARBITRATION UNDER THE FAA. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES ("THE ARBITRATION RULES"). IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) CUSTOMER WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) CUSTOMER WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) CUSTOMER WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE; (D) THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; (E) THIS AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY EXIST BETWEEN CUSTOMER AND BANK. THIS AGREEMENT TO ARBITRATE DISPUTES WILL SURVIVE THE CLOSING OF CUSTOMER'S ACCOUNT AND THE TERMINATION OF THIS AGREEMENT OR ANY SERVICE AGREEMENT.
Governing Law. The rights and obligations of the parties to this Agreement shall be governed by the law of the State of Georgia and applicable federal law.
Miscellaneous Provisions.

Headings. The headings and captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain, or modify this Agreement or its interpretation, construction, or meaning.
Severability. The holding of any provision of this Agreement as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
Waiver. No waiver by the Bank (whether or not in writing) of any term, condition, or obligation of Customer shall bind the Bank to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver.
Binding Effect. This Agreement shall inure to the benefit of and be binding upon the successors, heirs, trustees, and permitted assigns of the parties hereto.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter hereof. All contemporaneous agreements or understandings concerning the subject matter hereof, whether oral or written, are merged into this Agreement.
Transfers and Assignments. Customer cannot transfer or assign any rights or obligations under this Agreement without Bank's written consent.

BankSouth's On-line Banking Service Agreement