Section 1.  THE SERVICE.

These Escrow Express Service Terms (the “Service Terms”) set forth the terms of Bank’s sub-accounting platform that enables Customer to control and manage third-party funds or other pooled funds belonging to multiple clients (the “Service”). The Service is also subject to the General Provisions of the Treasury Management Terms and Conditions Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws. In the event of a conflict between these Service Terms and other terms in the Agreement, these Service Terms shall control. Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in the Agreement. Any reference to the Agreement herein shall be deemed to include these Service Terms.

Bank’s online Escrow Express platform allows Customers to self-service escrow sub-accounts, including but not limited to opening sub-accounts, closing sub-accounts and allocating and disbursing funds from the sub-accounts. Funds from Customer’s clients are initially deposited into Customer’s “Master Account,” which will be titled as an escrow account held by Customer for the benefit of its clients. Customer can then allocate the deposited funds to the appropriate sub-account using the Escrow Express platform.  Each sub-account will be identified by Customer’s clients’ unique identifying number, name or tax identification number. Funds may be transferred at Customer’s direction from the appropriate sub-account to Customer’s Master Account to fund withdrawals or payments.  Customer has the sole responsibility for appropriately reconciling the amounts in the sub-accounts, including, but not limited to managing distributions from the sub-accounts that are paid out of the Master Account, and reconciling any additional deposits to a sub-account.  Bank shall have no responsibility for reconciling activity in the sub-accounts established and maintained by Customer.   

The Escrow Express platform also offers convenient online access to a variety of reports and statements. Interest is calculated and posted at the sub-account level and Bank manages any associated 1099 reporting.  Customer must deliver to Bank a completed W-9 I.R.S. certification or W-8 I.R.S. certification for each sub-account either prior to or at the time of each sub-account opening. 

Section 2.  ESCROW SERVICE PRODUCT OPTIONS.

Additional terms and conditions may be included in product-specific agreements for each of the Service product options. Subject to applicable laws, available types of escrow products for sub-accounts are as follows:

• Tenant Security.  Tenant Security Escrow allows landlords and property managers to manage tenant security deposits. State law may affect account specifications.  Tenant Security Escrow accounts are also subject to the terms of the Master Tenant Security Account Agreement entered into by and between Customer and Bank.  Customer responsible for ensuring compliance with applicable state laws.
• IOLTA.  Attorney Trust Escrow allows attorneys and law firms to manage client funds. State law may affect account specifications and titling.  Customer responsible for ensuring compliance with applicable state laws.
• Standard Escrow.  Escrow products are available for escrow agents and businesses (including government and court monitored accounts) not specified above that require sub-accounting. Interest-bearing and non-interest-bearing accounts are available depending on business need.

Section 3.  INTEREST SPECIFICATIONS.

The sub-accounts will be established as interest bearing demand deposit accounts unless otherwise indicated in the applicable Operational Instructions or as otherwise disclosed by Bank to Customer.  Customer agrees that it has the sole responsibility for the distribution and payment of the amounts of any interest credited to the sub-accounts to Customer’s clients, and that Bank shall have no responsibility to distribute interest to any of Customer’s clients.  In addition to the terms regarding interest set forth in the Operational Instructions, the following interest specifications apply to all sub-accounts opened with the Services:  

• Interest will be compounded daily and credited on the last day of the interest cycle.
• Interest is calculated using the actual number of days in the interest cycle divided by the actual number of days in the year.
• The daily balance method is used to calculate interest on the account. This method applies a daily periodic rate to the collected balance in the account each day.
• Interest begins to accrue on the business day after the deposit is allocated to the sub-account. No minimum daily balance is required to accrue interest on interest-bearing accounts. 

Section 4.  GENERAL TERMS FOR ESCROW SERVICES.

Customer acknowledges that Bank is only acting as a depository bank and shall not be providing escrow services, acting as an agent for Customer or Customer’s clients, or performing trust functions or otherwise acting as a trustee as a result of providing the Services. Customer further acknowledges and agrees that Bank has no legal or contractual relationship with any of Customer’s clients as a result of this Service and that all responsibility for providing escrow services to Customer’s clients is with Customer.

Upon opening each sub-account, Customer is solely responsible for obtaining, furnishing and maintaining all client information required by Bank for the Services and sub-accounts, including the Form W-9 (or W-8, as applicable) for each sub-account and any other information needed for Bank to comply with its customer identification program and other policies. Customer is solely responsible for any inaccurate information that Customer provides to Bank regarding Customer’s clients, and Customer’s obligation to provide information to Bank regarding its clients shall survive termination of the Service or the Agreement. Customer represents and warrants that Customer has been duly authorized to hold the funds of Customer’s clients which Customer deposits with Bank and that each withdrawal from a sub-account is authorized by Customer’s clients. 

Section 5.  TERMINATION AND CLOSING SUB-ACCOUNTS.

Customer agrees to close each sub-account when the funds are fully paid out, and in all instances close all sub-accounts and remove any funds prior to terminating this Service or closing the Master Account.  In the event that Customer closes the Master Account or terminates or otherwise discontinues the Service prior to closing all sub-accounts or removing all funds from the sub-accounts, Customer acknowledges and agrees that Bank may close all remaining sub-accounts holding balances and send such funds to Customer, and not the client for which the sub-account was maintained.  Any amounts distributed by Bank from the sub-accounts shall be made payable to Customer for the benefit of Customer’s clients.  Customer agrees that it will be subject to additional fees in the event that any sub-accounts are closed by Bank.