Section 1.  THE SERVICE.


These Wire Transfer Service Terms (the “Service Terms”) set forth the terms and conditions under which Customer may issue Instructions to have Bank initiate electronic funds transfers from an Account for credit or payment to another Account, or to an account at another financial institution (including such transfer made by Fedwire, SWIFT, or other electronic funds transfer system – excluding any ACH system) or internal Bank transfer, as designated by Customer in each such Instruction received by Bank (the “Service”). Each such Instruction shall be deemed Customer’s Payment Order. 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, the Operating Rules or Article 4A of the UCC, as applicable. Any reference to the Agreement herein shall be deemed to include these Service Terms.


As part of the implementation process, Customer must designate its Administrator(s) in the Operational Instructions, and any such Administrator(s) shall establish Users for the Service.  Authorized Representatives may also designate Users by completing the necessary Operational Instructions.  Users shall be authorized to originate and/or approve Payment Orders on behalf of Customer within the parameters designated in the Operational Instructions, subject to any other limitations, restrictions or requirements imposed by Bank in its sole discretion.  Bank shall be entitled to deem any person having knowledge of any Security Procedures assigned to Customer and required to initiate Payment Orders using the Service to be a User, including any Administrator. 


The formats and Channels or other method(s) of transmission of Payment Orders shall be agreed upon between Bank and Customer during the implementation process.  Customer agrees to provide all information that Bank may require, specify, or request in connection with a Payment Order.  Customer is responsible for obtaining any authorization necessary, including under Applicable Laws, for the beneficiary designated by Customer to receive payment by wire transfer.  Customer is solely responsible for the accuracy and completeness of each Instruction and Payment Order sent to Bank in connection with this Service and shall be solely liable for any error or omission in any Instruction or Payment Order or any other information that Customer provides to Bank in connection with the Service. 


Following Bank’s receipt and acceptance of a Payment Order, Bank will execute such Payment Order subject to the terms of the Agreement, including, but not limited to, the requirement that: (a) such Payment Order is received containing all information required by Bank; (b) such Payment Order is received in the format and through the Channels or other transmission method required or permitted by Bank; and (c) if required by Bank, Customer has paid Bank for the amount of the Payment Order, including Bank’s Fees and any other applicable charges.

In the event of any inconsistency between the name and account number or identifying number in a Payment Order or other Instruction, Bank may, in its discretion, make the electronic funds transfer based solely upon the account number or identifying number set forth in such Payment Order or other Instruction, and Customer shall be responsible for any and all Losses incurred as a result of any such inconsistency.

Customer hereby authorizes Bank, in executing any Payment Order, to use any electronic funds transfer systems, communication systems, intermediary banks, correspondent banks or agents that Bank may select, at Bank’s discretion.  To the fullest extent permitted by Applicable Laws, any such electronic funds transfer system, communication system, intermediary bank, correspondent bank, or agent shall not be deemed to be a Service Provider of Bank, and shall instead be deemed to be an agent of Customer.  Bank shall not be liable for any Errors, negligence, suspension or default of any such electronic funds transfer system, communications system, intermediary bank, correspondent bank, or agent or for any failure to identify the beneficiary of the Payment Order or any mispayment by any of the foregoing, with all such risk being borne by Customer.  


Bank reserves the right to reject or delay any Payment Order for any reason in Bank’s sole discretion, including but not limited to, Bank’s good faith belief that: (a) the Payment Order is not authentic, or the Payment Order is incorrect or incomplete; (b) executing the Payment Order may violate Applicable Laws or create an unacceptable risk of financial loss for Bank; (c) the Payment Order does not comply with these Service Terms or the Operational Instructions, including any applicable limits; or (d) the Payment Order would be returned for any reason under Applicable Laws, including the payment system rules of the receiving country of Customer’s Payment Order.  Bank shall not be liable for any Losses sustained by Customer for Bank’s refusal to accept a Payment Order.  Customer can check the status of a Payment Order using the information reporting services offered by Bank from time to time, and Customer agrees that Bank has no obligation to separately notify Customer in the event Bank rejects a Payment Order or if a Payment Order is returned to Bank after its execution.  If a Payment Order is rejected by Bank or by any electronic funds transfer system, Bank will not resubmit the Payment Order and it will be Customer’s responsibility to re-transmit the Payment Order to Bank if desired.


Bank’s processing of Payment Orders and other Instructions is subject to Bank’s Cutoff Times, processing schedule and rules and requirements as communicated to Customer by Bank from time to time.  Customer agrees to comply with such rules and requirements.  Payment Orders received after the Cutoff Time shall be deemed to have been received on the next Business Day.  If Bank receives or processes more than one Payment Order payable from an Account, or if the Account is subject to other activity on any Business Day, Bank may debit the Account for such Payment Orders or other activity in the order that Bank determines in its sole discretion, subject to Applicable Laws.  


Customer authorizes Bank to debit its Account(s) to initiate the electronic funds transfers based on the Payment Orders received by Bank.  Customer agrees to pay for all electronic funds transfers originated using the Service no later than the date the electronic funds transfer is processed by the Bank.  Customer expressly acknowledges and agrees that for purposes of this Section, future dated Payment Orders and international Payment Orders are “processed” on the date the Payment Order is received and accepted by Bank, even though the date on which the electronic funds transfer is effected may be a later date, and Bank does not determine or guaranty whether a beneficiary will receive such funds.  Customer is responsible for having sufficient Available Funds in the Account from which payment for each Payment Order will be made to satisfy the amount of each Payment Order.  Bank may elect not to execute a Payment Order if there are not sufficient Available Funds in the Account to satisfy the amount of the Payment Order, and may, in its sole discretion, terminate and reject the Payment Order and shall have no liability to Customer for such termination or rejection.  If Bank elects to act on Customer’s Payment Order absent sufficient Available Funds in the Account, Customer agrees to pay Bank the amount of such Payment Order and any related Fees and other charges immediately, without notice or demand, and Customer further agrees that Bank may debit any other Account for all such amounts.  The foregoing payment obligations will survive termination of the Agreement.


Customer has no right, and Bank has no obligation, to amend or cancel a Payment Order once it has been received by Bank.  If Customer sends Bank an Instruction to cancel or amend a previously accepted Payment Order, Bank may, in its sole discretion, act on such Instruction, provided that Bank is able to verify the authenticity of the cancellation or amendment Instruction using the same Security Procedure used to initiate the Payment Order.  Bank will not be liable if Bank elects not to or cannot effect such Instruction.  The effect of cancellation of a Payment Order is to treat the Payment Order as never having been issued by Customer.  The effect of an amendment of a Payment Order is to treat the Payment Order as originally having been issued in the amended form.  Customer agrees to reimburse Bank for Bank’s costs, Fees, and other Losses in connection with Bank acting or attempting to act on Customer’s Instruction to amend or cancel a Payment Order.  Bank shall have no obligation to refund Customer in connection with any cancelled Payment Order until Bank receives confirmation that the payment has been effectively stopped and obtains the corresponding refund of any funds transferred by Bank relating to such transaction.  


Customer shall provide Bank with Timely Notice of any Error with respect to a Payment Order (including, but not limited to, any unauthorized Payment Order, any payment to a beneficiary not intended by Customer, any payment in an amount greater than the amount intended by Customer, and/or any Payment Order duplicative of a Payment Order previously sent by Customer) as required by the Agreement, and such notification shall contain the relevant facts relating to the Error.  Customer shall be liable to Bank for any Losses that Bank incurs as a result of Customer’s failure to provide Timely Notice of any such Error.  The foregoing shall also apply to any amendments to Payment Orders, as applicable. 


Each time Customer sends a Payment Order (or an Instruction to cancel or amend a Payment Order) to Bank, Customer represents and warrants to Bank that: (a) the Payment Order is for business and not personal, family, or household purposes; (b) the Payment Order complies with the requirements of the Agreement, including these Service Terms; (c) the information that Customer has provided in connection with the Payment Order is accurate and complete; (d) Customer is in compliance with all Applicable Laws with respect to the Payment Order; and (e) the Payment Order is for Customer’s direct benefit and not the benefit of any other person or entity.  Customer shall be deemed to make the same representations and warranties to Bank with respect to Payment Orders and the resulting electronic funds transfers that Bank is deemed to make under Applicable Laws with respect thereto.  With respect to Payment Orders in a foreign currency, Customer represents and warrants that any such Payment Order is made in connection with a commercial transaction and not for investment, speculation, currency arbitrage, or hedging purposes.  Customer agrees to reimburse Bank for any and all fees, fines, costs, or Losses imposed upon Bank or that Bank incurs as a result of any breach of these representations or warranties by Customer, including any failure of Customer to ensure that Customer’s Payment Orders comply with Applicable Laws.


Bank shall not have any obligations or liability with respect to Customer’s Instructions or Payment Orders except as expressly provided in the Agreement, including these Service Terms. 


Payment Orders denominated in foreign currency will be initiated in U.S. Dollars and will be executed by converting U.S. Dollars to the requested currency.  The foreign exchange rate quotes provided by Bank shall not be considered a foreign exchange contract or a guaranteed rate unless Bank notifies Customer in writing that a contract or guaranteed rate applies.  Foreign exchange rates are constantly changing due to market conditions and may vary between Customer’s submission and Bank’s execution of a Payment Order and in connection with any returned Payment Order. 

Bank is not responsible for Losses incurred as a result of the foreign exchange rate being applied to the conversion from U.S. Dollars to foreign currency.  Customer understands that the exchange rate may change without notice and bears all exchange rate risk arising from Customer’s Payment Orders.  FDIC deposit insurance does not insure against any Losses due to foreign currency fluctuations.  If a Payment Order is returned or rejected for any reason, Customer agrees to accept the refund in U.S. Dollars based on Bank’s then-current buying rate, converting the currency to U.S. Dollars on the date of refund and deducting any charges and expenses Bank incurs.  

If a Payment Order provides for the transfer of U.S. Dollars to a beneficiary located in a foreign country, Bank cannot guarantee that the beneficiary will be able to receive U.S. Dollars, which will depend on the laws of  the country in which the beneficiary bank is located and the procedures of any intermediary bank.  Regardless of the currency transferred, the actual amount that Customer’s beneficiary receives may be reduced by charges imposed by the intermediary and beneficiary banks, including charges for exchanging currency.  Customer acknowledges that the beneficiary may not receive funds on the day that Customer submits the Payment Order.  Customer accepts these risks and bears all risks associated with the proper identification of the currency in which the beneficiary’s account is denominated.