Business Online Banking Auto Enrollment Disclosure

Business Online Banking Agreement

This Business Online Banking Agreement is by and between StonehamBank – A Co-operative Bank, (the "Bank,"), and the corporation(s), partnership(s), association(s), sole proprietorship(s) or other non-consumer entity(s) having their principal place of business in the continental United States (collectively, the "Company") that has applied for, has been accepted to use and accesses or uses any of the electronic banking services that the Bank makes available online over the Internet, as described on Exhibit B, as the same may be amended by the Bank from time to time (each, a "Service" and collectively, the "Services"). If the Company is comprised of more than one commonly owned entity, this Agreement shall be separately signed by each such entity.

Unless otherwise specified, (a) "Primary Administrator" means the Company employee or other person that the Company designates as being its authorized representative, or as authorized to act on the Company's behalf, with respect to the Services; (b) "Administrator" means the Company employee(s) or other person(s) that the Company designates as authorized to access or use any service on the Company's behalf with the capacities of an Administrator as deemed within the Online Banking product; (c) "Agreement" means this Business Online Banking Agreement, including all procedures, forms, exhibits, schedules, documents and agreements referenced herein, each as amended from time to time; (d) "you" and "your" mean the Company; (e) "Authorized User" means any person your Primary Administrator and/or Administrator(s) designates as being authorized to access or use any Service on the Company's behalf; (f) "we," "our" and "us" mean the Bank and any third party service provider that it, in its sole discretion, involves in the provision of any of the Services;

(g) "Account Agreement" means the deposit account agreement between the Company and us which governs your respective Accounts (as defined below) and which was provided to you when you opened your Accounts or any other documents governing your Accounts, each as amended from time to time; (h) "Processing Days" means Monday through Saturday, excluding Sunday and federal or state holidays; and (i) "Business Day" means Monday through Friday, excluding Saturday, Sunday and federal or state holidays.

You and we agree as follows:

  1. General. This Agreement describes the terms and conditions under which we will provide you with access to and use of the Services, the features of which are discussed more fully in this Agreement. We may also from time to time introduce new features of the Services. We will notify you of the availability of these new features.

    You agree to access and use the Services only for business or commercial purposes, and that each access or use of the Services constitutes acceptance, and is subject to the terms and conditions, of this Agreement. You should read this Agreement carefully to understand how the Services work, as well as your rights and obligations if you apply for and access or use any of the Services.

    You are given this Agreement when you apply for the Services, or on your request. You should retain a copy of this Agreement for your files. You may contact us at 1-888-402- 2265 or by mail to 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department, to request that a copy of this Agreement be mailed to you at your business address.

  2. Your Certification. By applying for or accessing or using the Services, you certify that this Agreement has been duly adopted by you in conformity with applicable laws and your organizational and governing instruments and that no action contemplated by this Agreement will contravene any such law or instrument. You further certify that no further approval by you or any third party is required to authorize this Agreement or any action taken under this Agreement, and that this Agreement is your valid and legally binding obligation, enforceable against you in accordance with its terms. If the Company is comprised of more than one owned entity: (a) the foregoing certifications apply to each such entity; and (b) the ownership of each such entity must be identical to the other such entities and will continue to be identical as long as this Agreement remains in effect.

  3. Registration For The Services. To register for the Services, you must accept and adhere to the terms and conditions of this Agreement and complete a Business Online Application Form and any other related forms or schedules that we may require from time to time. You may return to us the Application Form and any other forms or schedules that we require, if applicable, by hand at any of the Bank's branch offices or by mail to 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department. You may also at any time change the Services for which you have registered by completing and returning to us the appropriate forms, schedules or any other documents that we may require from time to time, including an additional Business Online Application Form noting the changes requested. Your completed Business Online Application Form, schedules and other required documents must be reviewed and approved by us. We reserve the right to reject your Business Online Application Form, schedules and other required documents or to refuse your access to or use of any of the Services for any reason and in our sole discretion.

  4. Using The Services. To access or use the Services, you will need to satisfy the following requirements:

    (a) Account Designation. You must designate a business deposit account you maintain with us (the "Primary Account") for use with the Services. This Primary Account may not be a Passbook Account. You must maintain your Primary Account for as long as this Agreement is in effect. If your Primary Account is closed for any reason, or if it is no longer designated for use with the Services, your access to and use of the Services and this Agreement will be terminated unless another Primary Account satisfactory to the Bank is designated. All other regular business and/or commercial deposit account restrictions still apply.

    You also may designate any other business checking, savings, money market deposit, certificate of deposit or business loan account that the Company (or any entity comprising the Company) maintains with us (each an "Account" and, collectively with the Primary Account, the "Accounts," unless the context provides otherwise) for use with the Services, except with the Bill Payment Service (as defined below). New Accounts may be added by the Company from time to time with our prior approval. We reserve the right to deny any Account designation in our sole discretion. If the Company is comprised of more than one commonly owned entity, you understand that by designating the accounts of multiple entities as "Accounts," the Administrators and Authorized Users will be able to transfer funds among the entities that comprise the Company.

    You may at any time change any Account you have designated for use with any Service for which you have registered by completing and returning to us the appropriate forms and schedules. You may obtain a copy of these forms and schedules at any branch office or by writing to 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department.

    (b) Computer Requirements. You will need to provide at your own expense a computer; all software and necessary telephone lines, Internet or other connections and equipment needed to access the Services (collectively, the "Computer") and an electronic mail address ("e-mail"). Your Internet or other web browser software must support a minimum 128-bit SSL encryption. You are responsible for the installation, security, maintenance and operation of the Computer and all related charges. We are not responsible for any errors or failures caused by any malfunction of the Computer, hacking or other unauthorized access to the Computer, or any Computer virus or related problems that may be associated with access to or use of the Services or the Computer. We also are not responsible for any losses or delays in transmission of information you provide to us or otherwise arising out of or incurred in connection with the use of any Internet or other service provider providing your connection to the Internet or any browser software.

    (c) Account Funds. You agree to maintain sufficient available funds in your Accounts in connection with your access to and use of the Services. You agree that we may debit any overdraft fees or other related fees from any business deposit Account you maintain with us, if necessary. If we are unable to complete a Payment (as defined on Exhibit B) or transfer or to perform any other Service for any reason associated with your Accounts, the Payment, transfer or other Service may not be completed and we will not notify you, unless we are required to do so by applicable law. We will not be liable to you or any third party, however, if we choose to make a Payment or transfer or to perform the Service.

    When you ask us to make a Payment or transfer or to perform another Service, you represent that you will maintain sufficient available funds in your Account to cover the amount of the Payment, transfer or other Service.

  5. Administrators And Authorized Users. You may designate only one Primary Administrator at any one time. You are solely responsible for designating your Primary Administrator. If the Company is comprised of more than one commonly owned entity, each such entity must separately authorize the same individual to act as Primary Administrator.

    Your Primary Administrator may designate one or more Administrator(s) and Authorized Users. You accept as your sole responsibility your Primary Administrator's designation of Administrator(s) and Authorized Users. You understand that your Administrator(s) will control, and you authorize your Administrator(s) to control access by Authorized Users of the Services through the issuance of Secondary User IDs (as defined below). Your Administrator(s) may add, change or terminate your Authorized Users from time to time and in their sole discretion. We do not control access by any of your Authorized Users to any Service.

    You will require your Primary Administrator, Administrator(s) and any Authorized Users to comply with all provisions of this Agreement and all other applicable agreements, and you guarantee that they will do so. You acknowledge and agree that you are fully and solely responsible for the failure of your Primary Administrator, Administrator(s) or any Authorized Users to so comply. You are responsible for any Payment, transfer and other Services and charges incurred by your Primary Administrator, Administrator(s) and any Authorized User, even if your authorization is exceeded.

    Whenever any Authorized User leaves your employ or you otherwise revoke the authority of any Authorized User to access or use the Services, you must notify your Primary Administrator and the Primary Administrator is solely responsible for deactivating such Authorized User's Secondary User ID. You remain fully responsible for all use of the Secondary User ID and the Services.

    Whenever your Primary Administrator or other Administrator leaves your employ or you otherwise revoke your Primary Administrator or Administrator's authority to access or use the Services, you must notify us in writing immediately. You remain fully responsible for all use of the Primary User ID (as defined below) and the Services occurring before you notify us and we have had a reasonable opportunity to act upon your notice.

  6. User And Company IDs. Upon successful enrollment in the Services, you can access the Services from our web site located at www.stonehambank.com and access the "Log On Online Banking" icon, or any web site that we may designate from time to time, using the User IDs (as defined below). We will provide your Primary Administrator with a Company identification number, user identification number and initial password (collectively, the "Primary User ID") in order to gain access to the Services. Your Primary Administrator will be required to change his or her password from time to time for security purposes.

    You acknowledge that your Primary Administrator or other Administrator(s) will, and you authorize your Primary Administrator or other Administrator(s) to, issue to any Authorized User a secondary password and user name (each, a "Secondary User ID" and collectively with the Primary User ID, the "User IDs"). You further acknowledge that your Administrator(s) may, and you authorize your Administrator(s) to, change or deactivate any Secondary User ID from time to time and in his or her sole discretion.

    You accept as your sole responsibility the selection, use, protection and maintenance of confidentiality of, and access to, the User IDs. You agree to take, and will cause your Authorized Users to take, reasonable precautions to safeguard the User IDs and keep them confidential. You agree not to reveal, and will cause your Authorized Users not to reveal, the User IDs to any unauthorized person. You further agree to notify us immediately by calling us at 1-888-402-2265 on any Business Day at any time during our normal business hours, or write to us at, 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department if you believe that the confidentiality of the Primary User ID or any Secondary User ID has been compromised in any manner.

    You acknowledge and agree that the User IDs, Secure Tokens and other security measures agreed to by you and us are a commercially reasonable method for the purpose of verifying whether you initiated any Payment, transfer or other Service. You further acknowledge and agree that the User IDs, Secure Tokens and other security measures are not intended, to detect any errors relating to or arising out of a Payment, transfer or any other Service. You remain fully responsible and liable for any such errors.

    The User IDs, Company IDs and password identify and authenticate the Company (including your Administrator(s) and Authorized Users) to us when you access or use the Services. You authorize us to rely on this authentication procedure to identify you when you access or use any of the Services, and as signature authorization for any Payment, transfer or other Service. You acknowledge and agree that we are authorized to act on any and all communications or instructions received using the User IDs, regardless of whether the communications or instructions are authorized.

    We own the User IDs, and you may not transfer them to any other person or entity. You must discontinue use of the User IDs on our demand and on termination of this Agreement. If this Agreement is terminated, the User IDs will be deactivated and may not be used to access the Services.

  7. Debiting Your Accounts.

    (a) General. You authorize us to, and we may in our sole discretion, charge and automatically deduct from your (i) Accounts (or any other business deposit account you maintain with us, if necessary) the amount of a transfer or other Service on or after the date we make a transfer or perform the other Service, (ii) Bill Payment Account (as defined below) (or any other Account or business deposit account you maintain with us, if necessary) the amount of a Payment on or after the date we execute the Payment request, and (iii) Primary Account (or any other Account or business deposit account you maintain with us, if necessary) fees and other amounts incurred with the Services on or after the date on which such fees or other amounts are due.

    (b) Services Fees. We will charge you service fees for the Services each month, even if you do not use the Services during a particular month. In addition, many Services carry per transaction fees. These fees and the other Service fees are disclosed in our Fee Schedule, a copy of which is attached to this Agreement as Exhibit A, and which we may amend from time to time without your consent. Service fees are in addition to other fees provided for in any Account Agreement.

    (c) Miscellaneous Charges. You are responsible for all charges incurred in connecting to the Services, including any sales taxes, fees or similar charges imposed by federal, state or local governments where you are located and conduct your business and all charges incurred in connection with or related to the use of the Computer, such as all telephone charges and charges by an Internet or other service provider providing your Internet connection to the Service.

  8. Hours Of Access. You generally may access the Services 24 hours a day, 7 days a week. However, you may not be able to access (a) any Service from 6:00 a.m. to 12:00 noon, Eastern Time, on Sundays, or (b) the Services during any special or other scheduled maintenance periods or interruption or delay due to causes beyond our control. These hours of access are subject to change without notice.

  9. Services Description. By accessing the Services with the User ID, Company IDs and passwords, you can perform any or all of the Services described on the attached Exhibit B for which you are registered. We may introduce new features of the Services. We will notify you of the availability of these new features.

    If you have any technical questions about any Service, you can call us at 1-888-402-2265 between 8:30 a.m. to 5:00 p.m., Eastern Time, on any Business Day. If you have any account questions about any Service, you can call us at 1-888-402-2265 between 8:30 a.m. to 5:00 p.m., Eastern Time, on any Business Day. You may also contact us via secure email through Customer Support within the Business Online Banking product.

  10. Service Limitations. Your ability to transfer funds from certain of your Accounts with the Services is limited. Federal law requires us to limit you to a total of six (6) preauthorized, automatic, online bank or telephone transfers per monthly statement cycle from your Statement Savings or Money Market Deposit Accounts to your other Accounts or to third parties. In the case of Money Market Deposit Accounts, no more than three (3) of these six (6) transfers may be made by check, draft or similar item. Transfers from Statement Savings and Money Market Deposit Accounts made through the Services are counted against the six (6) "permissible" transfers. Please see your Account Agreement(s) for more detail about these restrictions. The activities you can perform with the Services are further limited by, and are subject to, the terms disclosed in this Agreement.

  11. Compliance. You and we agree that all Payments, transfers and other Services will be subject to and will comply with the laws of the United States, including without limitation, any applicable federal and state laws and regulations, the operating circulars of the Federal Reserve System, and the operating rules of networks, associations and systems that we may use from time to time to provide the Services, each as amended from time to time. You acknowledge that no Payments, transfers or other Services will be initiated that violates the laws of the United States.

  12. Security.

    (a) You agree not to disclose any proprietary information regarding the Services to any third party (except to your Administrator(s) and Authorized Users). You also agree to comply with any operating, security and recognition procedures we may establish from time to time with respect to the Services. You may be denied access to the Services if you fail to comply with any of these procedures. You are required to monitor activity in your Accounts and immediately alert us of any unusual activity. The various alert features on our Business Online Banking platform are useful for this purpose and we strongly encourage you to establish appropriate alerts.

    (b) You understand and acknowledge that we strongly recommends to all Business Online Banking customers that, at a minimum, the following network security settings are implemented on the customer's respective networks: (i) up to date anti-virus software and file definitions; (ii) up to date firewall settings; (iii) a process to ensure that patches on all respective PCs are up to date and remain current; (iv) exclusion of local admin privileges on the workstations that will be connecting to on-line banking (if possible); and (v) enhanced security settings for Internet Explorer or selected Internet browser application.

    (c) You are responsible to notify us immediately of any account discrepancies, unauthorized access, internal and external breach of security of your computer data system, and loss or theft of device or media (e.g., computer, laptop, mobile device, external hard drive, thumb drive, CD tape, secured token).

  13. Account Monitoring And Error Reporting. You agree to monitor activity in your Accounts and to notify us promptly of any suspected errors regarding the Services, and in no event later than 30 days after the applicable Account statement is sent. Unless you notify us within such 30 day period, such statement regarding all account activity shall be deemed correct, and you are prohibited from bringing a claim against us for any alleged errors.

  14. Our Liability. Unless expressly prohibited or otherwise restricted by applicable law or this Agreement, our liability is limited as follows: We shall not be liable to you or to any third party for performing or failing to perform the Services, except for our gross negligence or willful misconduct in connection with our performance or failure to perform any of the Services.

    Without limiting the generality of the foregoing, we shall not be liable for delays or mistakes which happen because of reasons beyond our control, including without limitation, acts of civil, military or banking authorities, national emergencies, war, riots, unavoidable difficulties with our equipment, the unavailability of the Services, any errors in information provided through the Services, any difficulties caused by any Internet or other service provider or browser software or any Computer failure, whether caused by a virus or otherwise. If, for any reason, we are adjudged liable to you, your recovery will be limited to your actual damages, in an amount not to exceed six (6) times the total fees and charges paid by you to us for the Services during the calendar month immediately preceding the month in which the event giving rise to our liability occurred. In no event will you be able to recover from us any consequential, special, punitive or indirect damages or lost profits, regardless of whether you advised us or we otherwise knew of the likelihood of such losses or damages. You agree that the dollar limitation described in this Section is reasonable, even if your actual damages exceed this limitation.

  15. Your Liability. You are solely responsible for the amount of each Payment, transfer or other Service including fees or other amounts incurred with the Services, even if you did not authorize the Payment, transfer or other Service. You agree to indemnify us and hold us harmless from and against any and all losses, liabilities, claims, damages or expenses (including attorneys' fees, court costs and expenses) arising from or related to the access or use of the Services. Without limiting the generality of the foregoing, you agree to indemnify us and hold us harmless from and against any and all losses, liabilities, claims, damages or expenses (including attorneys' fees, court costs and expenses) arising from or related to (i) your designation of more than one commonly owned entity as the Company, (ii) any breach of your representation that all of the entities comprising the Company have identical ownership, or (iii) the transfer of funds from an Account maintained by one entity to an Account maintained by another entity. The entities comprising the Company shall be jointly and severally liable for all obligations arising hereunder.

  16. Disclaimer of Warranty. You Expressly Agree That Use Of The Services By Any Means And The Computer Is At Your Sole Risk, And The Services Are Provided "As Is," And That We Do Not Make Any Warranties Whatever With Respect To The Services, Including Without Limitation, Warranties, Either Express Or Implied, Such As The Implied Warranties Of Merchantability, Fitness For a Particular Purpose Or Noninfringement, Or That The Services Will Be Uninterrupted Or Error Free.

  17. Terminating This Agreement. We reserve the right to terminate this Agreement, in whole or in part, for any reason and at any time without notifying you. You also have a right to terminate this Agreement and the use of the User IDs and any or all Services by sending us notice at any time in writing to 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department. Any request to terminate your access to and use of the Services will be effective only after we have had a reasonable opportunity to act on your request.

    If this Agreement is terminated for any reason, you must cancel all future Payments, transfers and other Services. We may continue to make Payments and transfers and to perform other Services that you have previously authorized or may subsequently authorize; however, we are not under any obligation to do so. We will not be liable if we choose to make any Payment or transfer or to perform any other Service that you have previously authorized or subsequently authorize after this Agreement terminates.

    Any termination of this Agreement, whether initiated by you or us, will not affect any of your or our rights and obligations under this Agreement which have arisen before the effective date of termination of this Agreement, even if we allow any transaction to be completed with any of the User IDs after this Agreement has been terminated. In addition, the provisions of this Agreement relating to your and our liability and the disclaimer of warranties (Sections 14, 15 and 16) shall survive the termination of this Agreement.

  18. Assignments; Binding Effect. We may, at any time, assign this Agreement, including our rights, interests and obligations hereunder, in whole or in part, or delegate any of our responsibilities under this Agreement to any other person or entity without notice to or consent from you. You may not assign this Agreement, including any of your rights, interests and obligations hereunder, in whole or in part, or delegate any of your responsibilities under this Agreement without our prior written consent. We are not under any obligation to give our consent, and any attempt to assign this Agreement without our written consent shall be null and void. This Agreement shall be binding upon and for the benefit of you and us, and your and our permitted assigns and successors. However, this Agreement will not benefit or be binding on any other third party, your Primary Administrator or any of their respective executors, administrators, personal representatives, guardians or conservators.

  19. No Waiver. No waiver of any right or obligation under this Agreement by us on any occasion will constitute a waiver of that right on any subsequent occasion. In any event, no waiver by us of any right of ours is effective against us unless it is in a writing signed by us.

  20. Changes To The Services And This Agreement. We may change the Services and this Agreement in our sole discretion and from time to time. Any such change generally will be effective immediately upon notice to you. You will be deemed to accept any changes to the Services and this Agreement if you access or use any of the Services after the date on which the change becomes effective. You will remain obligated under this Agreement, including without limitation, being obligated to pay all amounts owing under this Agreement, even if we amend this Agreement.

  21. Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court or any governmental agency having competent jurisdiction, that provision will continue to be enforceable to the fullest extent permitted by that court or agency, and the remainder of that provision will no longer be considered as part of this Agreement. All other provisions of this Agreement will, however, remain in full force and effect.

  22. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its applicable conflict of law principles, and the applicable laws of the United States. In the event of a conflict between the provisions of this Agreement and any applicable law or regulation, this Agreement shall be deemed modified to the extent necessary to comply with such law or regulation. You and we agree to be bound by, and hereby consent and agree to, such laws with respect to any claim relating to this Agreement.

  23. Entire Agreement. You acknowledge and agree that any access to or use of the Services constitutes the Company's acceptance of the terms of this Agreement, and that this Agreement contains the entire and final agreement and expressly supersedes all prior agreements and understandings, both written and oral, between you and us concerning the Services. Any Account Agreement you may have received from the Bank will also govern your Accounts. If any provision of the Account Agreement is inconsistent with a provision of this Agreement, the provisions of this Agreement will apply to the Services.

  24. Notices. You may send any notice or communication that you are required or permitted to give to us under this Agreement to us by first-class, US mail, postage prepaid to 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department. To the extent permitted by applicable law, any such notice or communication, regardless of how delivered to us, will not be effective until we receive and have had a reasonable opportunity to act upon such notice or communication.

    You authorize us to, and you agree that we may, send any notice or communication that we are required or permitted to give to you under this Agreement to your Primary Administrator at their mailing address or the e-mail address as it appears on our records, and that any such notice or communication will be effective and deemed delivered when provided to you in such a manner. You agree to notify us promptly about any change in your business mailing and your business e-mail address and acknowledge and agree that no such change will be effective until we have had a reasonable opportunity to act upon such notice.

  25. Monitoring And Recording. You acknowledge and agree that your telephone calls and other notices and communications you provide to us may be monitored and recorded for security, verification, training and quality control purposes. We may, and you agree and authorize us to, monitor, record, retain and reproduce your telephone calls and any other communications you provide to us, regardless of how transmitted to us, as evidence of your authorization to act in connection with any Payment, transfer or other Service. We will not be liable to you or any third party for any losses or damages that are incurred as a result of these actions. We are not, however, under any obligation to monitor, record, retain or reproduce such items, unless required to do so by applicable law

    Member FDIC/Member SIF

Exhibit a Available Services

By accessing the Services with the User IDs, you (including your Primary Administrator, other Administrator(s) and Authorized Users, as applicable) can perform any of the following Services for which you are registered, each of which is subject to the limitations set forth in this Exhibit B and in the Agreement:

Detail And Reporting Service

Description. The Company authorizes the Bank to provide the Company and (b) the Primary Administrator with access to information relating to each of the Company's accounts noted on the Application. You can use detail and reporting feature of the Services ("Detail and Reporting Service") to (a) obtain balance and other transaction information about the Accounts, which information generally will be current as of the time you access your Accounts using this Service, (b) export information about the Accounts to money management software and (c) create customized reports of Account transactions.

Funds Transfer Service

Description. The Company authorizes the Bank to allow the Company and (b) the Primary Administrator to transfer funds among the Company's Accounts noted on the Application. You can use the funds transfer feature of the Services (the "Funds Transfer Service") to transfer funds between the Accounts for any reason, including making a loan payment.

Availability. If you make a deposit to any of your Accounts by transferring funds using the Funds Transfer Service before 9:00 p.m., Eastern Time, on any Processing Day, we will consider that day to be the day we receive your deposit, unless we tell you otherwise. If you make a deposit to any of your Accounts by transferring funds using the Funds Transfer Service after 9:00 p.m., Eastern Time, on any Business Day or any day that is not a Business Day, we will consider your deposit to be received by us on the next Processing Day we are open. Funds will be made available to you in accordance with our Funds Availability Policy.

Transfer Amounts. We may from time to time and in our sole discretion refuse to issue, or limit the number or amount of, funds transfer you may request using the Funds Transfer Service.

Loan Payments. We will make reasonable efforts to see that loan payments requested using the Funds Transfer Service prior to 9:00 p.m., Eastern Time, on a Processing Day that we are open, are posted to your Account on that day. Any such loan payment requested using the Funds Transfer Service after 9:00 p.m., Eastern Time, on any Business Day or any day that is not a Business Day will be posted to your Account the next Processing Day that we are open.

Canceling or Changing Transfers. You cannot cancel or change any funds transfer you request using the Funds Transfer Service.

Funds Transfer Limitations. You may not be able to make a funds transfer if (a) your Account has insufficient available funds or (b) the transfer will cause your Account to be overdrawn. See "Service Limitations," set forth in Section 10 of the Agreement, for a description of the limitation on the number of transfers you may make per monthly statement cycle from your Statement Savings or Money Market Deposit Accounts.

Bill Payment Service

Description. You can use the online bill payment feature of the Services (the "Bill Payment Service") to make payments from the Business Checking Account you designate for use with the Bill Payment Service (the "Bill Payment Account") to any of your creditors located in the United States (each, a "Payee").

Paying Bills. You generally can pay bills periodically as you request from time to time to any of your Payees by providing the Bill Payment Service with your Payment Instructions. Payment Instructions consist of the following:

  1. Name, address and telephone number of your Payee;
  2. Payee account number;
  3. Amount of the payment for your Payee bill (the "Payment");
  4. Business Day on which the Payment should be issued (the "Transmit Date"); and
  5. Any other information necessary for the Bill Payment Service to issue a Payment on your behalf.

Payment Limitations. No single Payment may exceed $10,000.00, or such other amount to which the Bank has agreed in writing. You may not be able to make a Payment if (a) the Payment amount exceeds this dollar limitation; (b) the Payment will cause your Bill Payment Account to be overdrawn or (c) your Bill Payment Account has insufficient available funds.

You may not use the Bill Payment Service to make (a) tax payments to the Internal Revenue Service or any state or other government agency, (b) court-ordered payments or (c) payments to Payees outside the United States (each, a "Prohibited Payment"). We will not notify you if you attempt to make a Prohibited Payment. We will not be liable to you or any third party if we make or fail to make a Prohibited Payment that you scheduled in violation of this Agreement. We also reserve the right and will notify you as soon as is practicable if we refuse to make a Payment (other than a Prohibited Payment) to any other Payee you designate from time to time, and we will not be liable to you or any third party for our refusal to make any such Payment. You are solely responsible for making alternate arrangements for these Payments.

Scheduling Payments. When you provide us with your Payment Instructions, you authorize us to, and agree that we may, following your Payment Instructions, debit your Bill Payment Account in the amount of the Payment and send the Payment on your behalf to the Payee on the Transmit Date. We will not send any Payment or debit your Bill Payment Account unless you

Exhibit A, Page 1

authorize us to do so. You agree that the use of any of the User IDs and the provision of your Payment Instructions will have the same effect as your signature authorizing us to debit the amount of a Payment from your Bill Payment Account.

Payments will only be issued on a Business Day that we are open. If you specify a Transmit Date that is not a Business Day that we are open, the Transmit Date will be the next Processing Day after the day you specified that we are open.

Receipt of Payment Instructions. You understand and acknowledge that your Payment Instructions must be established in the Bill Payment Service in a timely manner so as to afford us a reasonable opportunity to act on and process your Payment Instructions. You generally should schedule your Transmit Date at least 7 Business Days in advance of the Payment due date. You further understand and acknowledge that, due to circumstances beyond our control (e.g., delays in handling and posting Payments by Payees), some of your Payments may not be received or processed by your Payee in a timely manner. You are solely responsible for any late payment, interest or other penalties that may be imposed as a result of your failure to timely establish your Payment Instructions in the Bill Payment Service, except as otherwise provided for in this Agreement.

Payment Instructions established in the Bill Payment Service on a day that is not a Business Day or after 11:00 p.m., Eastern Time, on any Business Day will be considered received by us on the next Processing Day that we are open.

Issuing Payments. Payments will only be issued in denominations of US. dollars. Payments may be made by transferring funds electronically to your Payee or by sending your Payee a paper check, in our sole discretion. We will debit your Bill Payment Account in the amount of the Payment. In the event that there are insufficient available funds and we choose to process your Payment, a Bill Payment Insufficient Funds Fee as outlined in Exhibit A will be assessed. This fee will be in addition to any other insufficient funds fees the Bank may assess.

If there are any circumstances under which we cannot make a Payment because your Bill Payment Account does not have sufficient available funds, the Payment may not be made. Unless required by law, in the event a Payment is not completed, we will not provide you with a return notice. We will not be liable to you or any third party if a Payment is not made under these circumstances. You are solely responsible for making alternate arrangements for any such Payment.

Stopping Payments. You may stop a Payment on or after the Transmit Date provided the item has not been paid. You acknowledge that a Bill Payment Stop Payment Fee will be assessed in this instance.

Changing or Canceling Payments. If you schedule a Payment, you may ask us to change or cancel it only by accessing and following the instructions set forth in the Bill Payment Service. In no event can you ask us to change or cancel a Payment you schedule on or after the Transmit Date. Although we will make every effort to accommodate your request to change or cancel a Payment, we will have no liability for failing to do so if we have not received your request in a timely manner.

Canceling the Service. You have the right to terminate use of this Service by sending notice at any time in writing to us at 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department. We also reserve the right to terminate use of this Service for any reason and at any time without notifying you. Section 17 of the Agreement will still govern any termination of this Service.

Stop Payment Service

Description. You can use the stop payment feature of the Services (the "Stop Payment Service") to ask us not to pay any check drawn against any of your Accounts. You may not stop a Payment authorized using the Bill Payment Service on or after the Transmit Date; however, you may cancel or change any such payment before such time by accessing and following the instructions set forth in the Bill Payment Service.

Terms. You acknowledge and agree that any stop payment request you make using the Stop Payment Service must be requested in a manner provided by, and will be subject to the terms relating to, the section entitled "Stop Payment Orders" set forth in the Account Agreement. If your Account Agreement is terminated for any reason, we will and without notice to you, terminate this Agreement and your use of the Stop Payment Service. We will charge you a separate fee for each stop payment request you make using the Stop Payment Service.

Canceling the Service. You have the right to terminate use of this Service by sending notice at any time in writing to us at 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department. We also reserve the right to terminate use of this Service for any reason and at any time without notifying you. Section 17 of the Agreement will still govern any termination of this Service.

Mobile Remote Deposit Capture

Description. The mobile remote deposit capture services are designed to allow you to make deposits to your checking, savings, or money market savings accounts from home or other remote locations by scanning checks and delivering the images and associated deposit information to the Bank or its designated processor. Mobile remote deposit capture services require the use of the Bank's mobile banking app.

Terms. You acknowledge and agree that the mobile remote deposit capture service is also governed by our Remote Deposit Capture Agreement and that if any provision of the Remote Deposit Capture Agreement (inclusive of Schedules) is inconsistent with or otherwise conflicts with this Agreement, the provisions of the Remote Deposit Capture Agreement (inclusive of Schedules) will apply to the mobile remote deposit capture service. If your Remote Deposit Capture Agreement (inclusive of Schedules) is terminated for any reason, we may, in our sole discretion and without notice to you, terminate your use of the mobile remote deposit capture service.

Eligible items. You agree to scan and deposit only checks as that term is defined in Regulation CC promulgated by the Board of Governors of the Federal Reserve System ("Reg CC"). You agree that the image of the check transmitted to the Bank shall be deemed an "item" within the meaning of Article 4 of the Uniform Commercial Code as adopted in Massachusetts. You agree that you will not use the Services to scan and deposit any checks or other items as shown below:

  • Checks or items payable to any person or entity other than you;
  • Checks or items drawn or otherwise issued by you or any other person on any of your accounts or any account on which you are an authorized signer or joint account holder;
  • Checks or items containing obvious alteration to any of the fields on the front of the check or item, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check or item is drawn;
  • Checks or items previously converted to a substitute check, as defined in Reg CC;
  • Checks or items drawn on a financial institution located outside the United States;
  • Checks or items that are remotely created checks, as defined in Reg CC;
  • Checks or items not payable in United States currency;
  • Checks or items dated more than 6 months prior to the date of deposit; or
  • Checks or items prohibited by the Bank's current procedures relating to the Services or which are otherwise not acceptable under the terms of your Account Agreement.

Image Quality. The image of an item transmitted to the Bank using the Services must be legible. The image quality of the items must comply with the requirements established from time to time by ANSI, the Board of Governors of the Federal Reserve System, or any other regulatory agency, clearing house or association.

Endorsements and Procedures. "Company" agrees and warrants to the "Bank" that no depository bank, drawee, drawer, or endorser will receive presentment or return of an original check captured and transmitted by "Company" to "Bank" hereunder such that the bank, drawee, drawer, or endorser has already paid. "Company" agrees and warrants to "Bank" that "Company" shall endorse all checks captured and transmitted by "Company" to "Bank" hereunder with the signature(s) of the payee(s). "Company" further agrees and warrants to "Bank" that "Company" shall restrictively endorse the check using the words "For Mobile Remote Deposit Only @StonehamBank," or a substantially similar restrictive endorsement, below the signature(s) of the payee(s).

Limitations of Mobile Remote Deposit Capture. When using the Service, you may experience technical or other difficulties. We cannot assume responsibility for any technical or other difficulties or any resulting damages that you may incur. Some of the Services have qualification requirements, and we reserve the right to change the qualifications at any time without prior notice. We reserve the right to change, suspend or discontinue the Services, in whole or in part, or your use of the Services, in whole or in part, immediately and at any time without prior notice to you. We reserve the right to impose limits on the amount(s) and/or number of deposits that you otherwise instruct you.

Receipt of Items. We reserve the right to reject any item transmitted through the Services, at our discretion. We are not responsible for items we do not receive or for images that are dropped during transmission. An image of an item shall be deemed received when you receive a confirmation from us that we have received the image. Receipt of such confirmation does not mean that the transmission was error free or complete.

Disposal of Transmitted Items. Upon your receipt of a confirmation from us that we have received the image of an item, you agree to prominently mark the item as "Electronically Presented" to ensure that it is not represented for payment. You will need to properly shred and dispose of the item after a period of 30 days and, you agree never to represent the item. You will promptly provide any retained item, or a sufficient copy of the front and back of the item, to us as requested to aid in the clearing and collection process, to resolve claims by third parties with respect to any item, or for our audit purposes.

Canceling the Service. You have the right to terminate use of this Service by sending notice at any time in writing to us at 80 Montvale Avenue, Stoneham, MA 02180, Attention: Retail Services Department. We also reserve the right to terminate use of this Service for any reason and at any time without notifying you. Section 17 of the Agreement will still govern any termination of this Service.