Bank of America | Online Banking | Service Agreement

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Online Banking

Online Banking Service Agreement

Online Banking Service Agreement and Electronic Disclosure Addendum: Online Business Suite

Effective Date: November 5, 2013

his addendum to the Online Banking Service Agreement and Electronic Disclosure sets forth the terms for your use of the Online Business

Suite. Except where modified by this Addendum, all the existing terms and conditions of your Online Banking Service Agreement and Electro

Disclosure remainin effect. If there is a conflict, the terms in this Addendum will control the Online Business Suite services.

able of Contents Show all Topics

1. Creating and Managing Users

2. Linking Accounts of Additional Businesses

3. Direct Connect for QuickBooks

4. Direct Payments

5. Express Invoicing

6. Easy Online Payroll

7. Full Service Payroll

8. Fees

9. Cancellation and Changes

. Creating and Managing Users

You may authorize other users and control their scope of activities by designating user levels, access levels, and account settings.

You may add additional users to your Online Banking profile and provide each with a separate Online ID and passcode. You may designate

ser level either as "user" (also sometimes referred to as sub-user) or "Administrator." An Administrator is a user who is able to create additi

sers and to edit and monitor other users. An Administrator is not eligible to enroll in other online business services or grant levels of access

ther users that have not been granted to the Administrator. For each user, you can designate which account(s) the user will have access to

may also place limits on the types of transactions for each account the user is granted access to.

or each account linked to your Online Banking profile, except for personal investment accounts, you can designate each user's access leve

nd account settings.

Access Level (also sometimes referred to as Activity Level) means either Transactional Access, View Access or No Access.

You agree that users have Transactional Access, unless otherwise specified by you or an Administrator. You agree that by granting Transac

Access (also sometimes referred to as financial access or full access) to an account you will be allowing a user to transfer funds, make

ayments, perform account maintenance, and view account balances and activity on the account, subject to the selected account or general

ervice settings.

View Access (also sometimes referred to as inquiry access or basic access) allows a user to only view account balances and activity, subjec

he selected account or general service settings.

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Account settings are levels of access and transactional limits that you and/or an Administrator may select for each user. In addition to specify

ransactional, View, or No Access for a user of an account, you can also specify certain other account settings, including transaction limitatio

s provided on our web site. You may also designate certain "general service settings," which are global settings that may affect more than o

ccount. These include Full Access Bill Pay, Payroll Services, Direct Payments, and Express Invoicing.

here are additional controls available for the Bill Pay option. If you select to enable Full Access Bill Pay for a user, that user will automatical

ave Transactional Access to all the accounts that you have set up for Bill Pay, and the user will be able to pay bills using the Bill Pay feature

nd set up new payees. You may, however, designate limited access for a user of Bill pay, which will permit the user to have transactional

ccess for specific accounts and existing payees only. For the Bill Pay functionality, you may limit a user to use only certain specified accoun

or users of the Payroll, Direct Payments and Express Invoicing, only Transactional Access is available.

n addition to designating general service settings, you can also provide additional account settings on certain eligible accounts, such as allo

user to view statements, view check images or make transfers for the selected accounts.

you no longer are a person authorized on the signature card for each linked account to designate signers for each such account, the busin

as the obligation to inform Business Online Banking of the new individual or individuals with such authority. Such notice must be given

eparately from any other notices given to other Bank departments or banking centers, by calling us at 1.800.432.1000. You may also write u

t:

Bank of America

Electronic Banking Services

X2-980-01-08P.O. Box 655961

Dallas, TX 75265-9964

You are responsible for, and we will have no liability to you, for any unauthorized payments, transfers, or other transactions performed on an

ccount linked to this service that are made by a designated user or Administrator using the passcodes you or an Administrator assign and t

ccur before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice.

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. Linking Accounts of Additional Businesses

you also are authorized to enter into an Agreement for the Business Online Banking service for another business, and if you want to link th

ccounts of the other business to the accounts covered by this Agreement, you will need to agree separately to this Agreement for each othe

usiness. Upon doing so, you may link the accounts of the businesses so that you may elect, at your risk and that of the businesses, but not

he Bank, to use a common Online ID and passcode for Business Online Banking for all linked accounts. You should do this only if you are

uthorized to link the accounts of the different business and to use all the functions of Business Online Banking for each business. You furth

gree to inform the Bank if your authority over any linked account decreases. The bank is not liable if your authority over any account decrea

ntil it is informed of the change in authority using the "Notice" requirements of this Agreement.

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3. Direct Connect for QuickBooks

You may also access your account information directly through QuickBooks software. You are responsible for separately purchasing

QuickBooks, and the Bank makes no warranties nor accepts any liability for such software. QuickBooks is a registered trademark of Intuit, In

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4. Direct Payments
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of America hereby gives notice that Same-Business-Day transfers may be executed through Fedwire, a funds transfer system operated b

Federal Reserve Banks, through CHIPS (Clearing House Interbank Payments System), a funds transfer system operated by The Clearing

House or through SWIFT (Society for Worldwide Interbank Financial Telecommunication). With respect to payment orders relating to the

transfer which are executed through Fedwire, Federal Reserve Regulation J and all applicable Federal Reserve operating circulars shall

govern the payment orders. With respect to payment orders relating to the transfer which are executed through CHIPS, the CHIPS Opera

Rules shall govern the payment orders. With respect to payment orders relating to the transfer which are executed through SWIFT, the SW

operating rules shall govern the payment orders. Three-Business-Day transfers and Next-Business-Day transfers may be made through t

Automated Clearing House processor selected by us or directly to another bank, and you agree will be subject to the National Automated

Clearing House Association rules or our agreement with the other bank as applicable.

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B. Initiating and Scheduling Transfers

Cut-off Time: The cut-off time for 3-Business-Day transfers and Next-Business Day transfers is 8:00 p.m. ET. The cut-off time for Same-

Business-Day transfers is 5:00 p.m. ET. Any transfer initiated after the applicable cut-off time will be considered as being initiated on the n

business day.

Transfers can be scheduled on either a 1-time or a recurring basis. Processing of 1-time transfers may be initiated immediately or schedu

for initiation on a future date. Recurring transfers may be scheduled for up to 1 year in advance for domestic (U.S.) transfers only. The

recurring transfer feature may be used when a set amount is transferred at regular intervals.

In addition to choosing the delivery speed, as described above, you will be asked to pick the date that you want us to initiate the processin

the transfer. For example, if you direct us to initiate processing a transfer immediately and choose Next Business Day delivery, funds will debited from your Bank of America account on the business day you schedule the transfer and typically will be credited to the receiving

account on the next business day after the transfer is initiated.

1-time future-dated or recurring transfers scheduled for a weekend or a non business day will be processed on the prior business day.

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C. Cancelling Transfers

Subject to the limitations in Section 4 G and H below, you can cancel 1-time future-dated and recurring transfers prior to midnight ET on th

date processing for the transfer is scheduled to be initiated by calling us at the number indicated above.

If you direct us to begin processing a transfer immediately or a transfer's status is In Process or Processed, you no longer have the right to

cancel it. However, the Bank at its option, may attempt to cancel the transaction, subject to the limitations in Section 4 G and H below.

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D. Transfer Fees

Fees for Direct Payments are provided in Section 8 below.

Miscellaneous Fees: You will be charged $25 for each transfer trace that you ask us to execute for you. International payments may be

subject to additional fees charged by intermediary, receiving and beneficiary banks.

You may move money without a transfer fee by using Bank of Americas Online Bill Pay Service. Bill Pay allows you to pay large, well

established merchant billers electronically within 1 to 3 days without charge. You may also use Bill Pay to transfer money to individuals an

smaller merchants when arrival by a specified date is not required. Direct Payments Service is an alternative that allows you to transfer futo individuals or vendors when delivery of funds by a specific date is critical.

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E. Dollar Limits

You will not have limits for Direct Payment transfers, but all transfers are subject to internal review by Bank of America based on to and fro

accounts, the amount of the transaction, your relationship with Bank of America, a successful fraud screening and such other factors that

Bank of America may determine to apply from time to time. In the event we determine that there are risks associated with a transfer, we m

delay or cancel the transfer and notify you, or direct you to contact us to provide additional details on the transfer before it is initiated or fu
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are released.

Any transfer initiated on a day that is not a business day begins processing on the following business day and counts toward the applicab

dollar limit for the next business day.

You must enroll in SafePass to transfer funds over certain dollar amounts, depending on your relationship with Bank of America. After

enrolling in SafePass, you will be required to enter your SafePass code each time youre initiating a transfer over the specified dollar amo

and when adding a new account. The code will be sent to your mobile device or SafePass card. Learn more about SafePass.

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. Processing Transfers and Disqualifying Events

A transfer remains "In Process" until fully processed and it will appear as "In Process" on your Direct Payments Review Transferstab w

Online Banking. Transfers remain "In Process" until the close of business on the day the funds are scheduled to be credited to the receivi

account.

Bank of America will use best efforts to provide oral, written or electronic notice to you of rejection of a transfer on the scheduled date of

initiation of the transfer; provided, however, that Bank of America shall not be liable to you for interest compensation for its failure to give s

notice.

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G. Liability

By enrolling in Online Banking and accessing the Direct Payments Service using your online I.D., Passcode and Sitekey, you acknowledg

and agree that this system includes security procedures for transfers initiated through this Service that are commercially reasonable. You

agree to be bound by instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless

have given us prior notice of possible unauthorized use of your passcode and we had a reasonable opportunity to act on such notice.

If we fail or delay in making a transfer pursuant to your instructions, or if we make a transfer in an erroneous amount that is less than the

amount per your instructions, unless otherwise required by law or as otherwise provided in this Agreement, our liability shall be limited to

interest on the amount that we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made u

the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the tran

but in no event will we be liable to both parties, and our payment to either party will fully discharge any obligation to the other. If we make

payment or transfer in an erroneous amount that exceeds the amount per your instructions, or if we permit an unauthorized payment or

transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use of your passcode as described in th

Section above, unless otherwise required by law or as otherwise provided in this Agreement, our liability will be limited to a refund of the

amount erroneously paid or transferred, plus interest thereon from the date of the transfer to the date of the refund, but in no event to exce

60 days' interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be

calculated based on the average federal funds rate at the Federal Reserve Bank in the district where Bank of America is headquartered fo

each day interest is due, computed on the basis of a 360-day year. Unless otherwise required by law, in no event will Bank of Americ

be liable to you for special, indirect or consequential damages including, without limitation, loss or damage from subsequent

wrongful dishonor resulting from our acts or omissions or lost profits, even if we are advised in advance of the possibility of su

damages.We shall not be liable for your attorneys fees, except as required by law.

You expressly agree that Bank of America shall be liable to you only for our negligent performance or non-performance of the services

provided pursuant to the Direct Payments Service, and that our responsibility shall be limited to the exercise of reasonable and ordinary c

Unless otherwise required by law, Bank of America shall not be liable for any error or delay on the part of any third party or for any other a

omission of any third party, including without limitation third parties used by Bank of America in executing any payment order relating to atransfer or performing a related act, and no such third party shall be deemed to be our agent. Further, we shall not be liable to you or any

party for failure to execute any transfer or perform a related act if such a failure is due to causes or conditions beyond our reasonable con

including without limitation, strikes, riots, insurrection, war, military, or national emergencies, acts of God, natural disasters, fire, outages o

computers or associated equipment, or failure of transportation or communication methods or power supplies. Except as may be limited

applicable law, you agree to indemnify and hold Bank of America and officers, directors, employees and representatives harmle

(including payment of reasonable attorneys fees) against any and all liability to third parties arising out of, or in connection wit

this Agreement, the Direct Payments Service or any actions taken by Bank of America pursuant to your instructions.

For each transfer, we will e-mail a confirmation to you at the e-mail address indicated in our records. The confirmation will note the date a
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. You may send an invoice immediately or schedule for future delivery.

. We will send each invoice as a PDF attachment to the email address you provide for your customer. This may require additional software

your customer to open and read the invoice. The email and pdf attachment are not encrypted or otherwise secured. You agree (A) you w

send an invoice only when you have authorization from your customer to use the email address for this purpose and (B) not to include an

information that may be subject to additional requirements with respect to confidentiality or security of information.

. You may also schedule one or more emails to remind your customer that the invoice will become or is past due. You agree to immediate

cancel all reminders upon request of your customer.

. You agree that any invoice you send through this service may also be displayed to your customer in the Bank of America Payment Cente

The Bank of America Payment Center permits an individual or business to review through an Internet web site all invoices send byparticipating businesses, such as you.

. Each invoice will provide your customer with an option to make a payment electronically through the Bank of America Payment Center. Y

agree that we may receive an authorization on your behalf to initiate a debit of the deposit account of your customer as payment for the

invoice. The amount will be deposited into the Bank of America account you have designated through the Automated Clearing House or

similar electronic clearing system. You agree the transaction will be subject to the rules of the National Automated Clearing House

Association or other applicable clearing system as in effect on the date of the transaction. In some cases, we may disclose and charge y

customer a fee for making the payment through the Bank of America Payment Center. You will have no rights to this fee. We reserve th

right to limit the amount or frequency of payments made through the Bank of America Payment Center.

. You agree not to use the Express Invoicing service in any way that would: (a) infringe any third-party copyright, patent, trademark, trade

secret, or other proprietary rights or rights of publicity or privacy; (b) be fraudulent or involve the sale of counterfeit or stolen items, includi

but not limited to use of Express Invoicing to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation

(including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertisin

(d) be false, misleading or inaccurate; (e) create liability for Bank of America or its affiliates or cause us to lose (in whole or in part) theservices of our third-party provider; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (g) may potentially

perceived as being obscene or pornographic or contain child pornography, or racially, ethnically, or otherwise objectionable.

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C. Confidentiality and Security

hese provisions apply only to information (Information) you include in invoices created pursuant to the Invoicing Service or provided by yo

ustomer in connection with use of the Bank of America Payment Center.

. We may use or disclose the Information only (a) to perform the Express Invoicing Services, (b) to manage and administer our obligations

under this Agreement, or (c) to carry out our legal responsibilities, provided that (i) the disclosure in our opinion is required by law or our

regulators, or (ii) we obtain reasonable assurances from the person to whom the Information is disclosed that Information will be held

confidentially and used or disclosed only for the purposes for which it was disclosed and that such person will use safeguards to prevent further use or disclosure.

. We agree to use appropriate safeguards to prevent use or disclosure of the Information other than as provided by this Section C.

. We agree to implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality,

integrity and availability of the Information we create, receive, maintain or transmit on your behalf.

. We agree to report to you any use or disclosure of the Information not provided for by this Section C or of any attempted or successful

unauthorized access, use, disclosure, modification, or destruction of the Information PHI or interference with system operations in an

information system containing Information of which we become aware.

. We agree to ensure in writing that any agent, including a subcontractor, to whom we provide the Information agrees to at least the same

restrictions and conditions that apply to us with respect to such information.

. The provisions in this Section C shall continue to apply to the extent we maintain any Information after termination of the Invoicing service

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6. Easy Online Payroll

For payroll customers who have accepted the Intuit terms and conditions on or after May 31, 2013, the following terms and conditi

n this section 6 no longer apply to your Online Banking Agreement with us:

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ayment of payroll taxes. Direct deposit and electronic tax payment options facilitate regular and typical payroll, contractor, and payroll tax

ayments. We reserve the right to delay or decline processing direct deposit or electronic tax payment transactions (i) that significantly differ

ur sole opinion, from your typical payment activity or volume of payment transactions, (ii) for which sufficient funds are not available in your

ccount, (iii) that are otherwise in violation of this Agreement or the NACHA Rules, or (iv) that, in our sole opinion, may pose a risk of loss to

o use these options, you must input all required payroll information on the Web Site before the cutoff time specified on the Web Site for the

ayment date you choose. We may request and rely on information from you or other sources in order to verify your identity, the authorizatio

our instructions, and your creditworthiness. Subject to our right to require such verification, we will debit your Bank of America business

hecking account for amounts payable not later than the cutoff time as described on the Web Site. State tax payment transactions will be sen

hrough the Automated Clearing House (the "ACH") Network. You agree that your payment transactions will be governed by the ACH rules affect from time to time and that you will not initiate entries that violate the laws of the United States. You hereby authorize PayCycle to Origi

ACH debit Entries to your account(s) for any related fees and charges in connection with the services provided. You acknowledge that this

uthorization is to remain in full force and effect until PayCycle and Bank of America have received written notification from you of its termina

n such time and in such manner as to afford PayCycle and Bank of America a reasonable opportunity to act on it. You can learn more about

ACH at www.nacha.org. To access, cut and paste this link into your internet browser. (NACHA The Electronic Payments Association

evelops operating rules and business practices for the ACH Network and for other areas of electronic payments.) You warrant to PayCycle

ACH Originator), everything that PayCycle must warrant as an ACH Originator, and you accept any liability you, PayCycle, or Bank of Ameri

may incur which is caused by your electronic payment transactions.

You acknowledge that we may complete direct deposit and electronic tax payments according to your instructions. You are responsible for

roviding accurate information regarding payment instructions, and we are not responsible for errors or omissions in the information that you

rovide. In the event of an inconsistency between a name and an account number, we may rely on the account number. You agree that we a

ot responsible for any misdirected deposits if made to the account number you provide.

You agree that we may request, obtain and use credit reports and other information about you from third party sources.

Bank of America cannot collect the amounts you owe us (amounts you owe us include fees for overdraft or returned items, payroll and tax

ayments, including fees paid for collection) because you do not have enough available funds in your Bank of America business checking

ccount or any other reason, Bank of America may charge any of your other accounts with us. If you do not have enough available funds in y

ccounts, you must pay the amount due immediately upon demand. In addition, we may make appropriate reports to credit reporting agencie

nancial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution and

vail ourselves of any other available remedy.

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E. Marketing to Your EmployeesYou acknowledge that Bank of America may market its products and services to your employees whose information we have received from y

n order for us to provide the Service.

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. Limited Warranty, Applicable Only to the Service

Bank of America provides a limited warranty to you regarding the accuracy of payroll tax calculations on each pay stub and tax filing prepare

sing the Service, subject to the following terms and conditions. Any other transactions, services or products provided to you by Bank of Ame

hrough this Addendum, or any other Agreement with Bank of America (including, but not limited to, the Online Banking Agreement or your

eposit account agreements), do not enjoy this limited warranty.

As your sole and exclusive remedy and Bank of Americas sole and exclusive liability for breach of the foregoing warranty, Bank of America ay all government penalties and interest assessed against you due solely to calculation errors made by the Service. This warranty does n

pply to any assessments, penalties or interest resulting from, among other things, your use of the Service to process payroll data for which

ot appropriate, your failure to make and record payroll, tax payments and filings in the manner and on the schedule recommended by Bank

America, your failure to enter on the Web Site timely and accurate compensation information for your employees, your use of the Service to

repare pay stubs, tax payments or tax filings based in whole or in part on payroll or tax payment information that you calculated or input

ncorrectly, or your failure to file an amended return or make an additional payment to avoid or reduce your penalty or interest after you have

eceived notice from the government or Bank of America that you should do so. Bank of America will endeavor to post on the Web Site notic

f corrections and updates to the Service and to notify you according to the contact information that you provide on the Web Site, which you

gree to update promptly with all changes.
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n general, Bank of America calculates your payroll taxes based on the assumption that the wages you pay to employees (but not payments

make to contractors) are subject to all payroll taxes applicable to your geographical area. For example, Bank of America assumes that you a

ubject to federal unemployment tax, although you may not be if you did not pay wages in excess of the required threshold in at least one

alendar quarter this year or last year. Bank of America guides you to make tax payments in full when due, although some tax agencies do n

ssess penalties for small payment shortfalls that are made up by the end of a reporting period. In some cases, you can customize the Serv

or situations such as those described above. In other cases, you may have to make adjustments outside the Service in order to take advant

f certain payroll tax exemptions. Bank of America does not warrant that the Service will minimize your payroll taxes automatically.

you believe you are entitled to payment under this warranty, you must notify Bank of America customer support as directed on the Web Sit

oon as you learn of the mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the governmotice. By claiming payment, you authorize Bank of America to obtain and review any data files that may be in Bank of Americas possession

ontrol in order to evaluate your claim. You remain responsible for paying any additional tax liability you may owe and providing assistance a

dditional information as reasonably requested by Bank of America. This warranty is for your benefit only and is not transferable, and will be

nd void if you breach any terms or conditions of this Addendum or any other Agreement with Bank of America.

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G. Disclaimer of Warranties Related to the Service

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED B

APPLICABLE LAW, BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIE

DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE AND ITS RELATED MATERIALS,

NCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NON-

NFRINGEMENT. BANK OF AMERICA DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGNTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS. BANK OF AMERICA DOES NOT WARRANT THAT THE WEB SITE

OR THE SERVER THAT MAKES IT AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT BANK

AMERICA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY

VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO

ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60

DAYS FROM THE DATE OF PURCHASE OF THE SERVICE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LON

AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC

EGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

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H. Limitation of Liability

HIS LIMITATION OF LIABILITY SUPERSEDES THE LIABILITY LIMITATION SECTION OF THE ONLINE BANKING AGREEMENT (6.C.)ONLY WITH RESPECT TO THE SERVICE.

EXCEPT TO THE EXTENT OF THE LIMITED WARRANTY DESCRIBED ABOVE, THE ENTIRE LIABILITY OF BANK OF AMERICA AND IT

AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS FOR ANY REASON SHALL BE LIMITED TO THE

AGGREGATE AMOUNT OF SERVICE FEES PAID BY YOU TO BANK OF AMERICA DURING THE TWELVE (12) MONTHS IMMEDIATELY

PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANK O

AMERICA AND ITS LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT

SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR

NVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING

NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUC

DAMAGES AND EVEN IF A REMEDY SET FORTH IN THIS ADDENDUM IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. B

OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR A

OSS, ERASURE OR CORRUPTION OF OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION TRANSMITTED,

PROCESSED OR STORED VIA THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY NCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

You acknowledge that if an employee of yours is paid by check through the Service, and the employee does not have a deposit account with

Bank of America, the employee may be charged a fee to cash that check at a Bank of America location. You further acknowledge that some

tates require an employer to provide its employees with the means to obtain the full value of their paychecks. You agree that compliance w

ny such requirement is your responsibility and not the responsibility of Bank of America or PayCycle, and you indemnify and hold harmless

Bank of America and PayCycle for any claim asserting a violation of such requirement.

Notwithstanding anything in this Agreement, Bank of America has no responsibility or liability for damages or claims relating to any use of the


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Service other than for its intended purposes. The limitations of damages and liability set forth in this Addendum are fundamental elements of

asis of the bargain between Bank of America and you. You acknowledge and agree that Bank of America would not be able to provide the

Service on an economic basis without such limitations.

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Termination

Either you or Bank of America may terminate the Service (either entirely, or only with respect to electronic tax payment options) for any reaso

o reason by giving notice in accordance with the information then on the Web Site, effective immediately. Reasons why Bank of America m

erminate the Service include, without limitation: (1) you fail to maintain a Bank of America business checking account; (2) you fail to providepdate Bank of America business checking account information that enables us to collect our fees; (3) you do not have sufficient funds in yo

Bank of America business checking account to satisfy your obligations under the Service; (4) any information you give us is false, misleading

ncomplete; or (5) you engage in conduct which, in Bank of America's judgment, interferes with the operation or use of the Service (e.g.,

xcessive use of the Service which disrupts the use of the Service by other users).

Upon termination of the Service, you will pay all outstanding amounts owed to Bank of America. Service fees paid to Bank of America are no

efundable upon termination. The "Limited Warranty, Applicable Only to the Service," "Disclaimer of Warranties Related to the Service," and

Limitation of Liability" sections of this Addendum survive the termination of the Service.

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. Sharing of Information

You acknowledge and agree that in order for Bank of America and its subcontractors to perform the Service, you may have to provide Bank America information concerning your business, your financial accounts and your employees (the "Information"). You agree to share the

nformation with Bank of America as necessary for Bank of America to perform the Service. You also acknowledge and agree that from time

me Bank of America may use third party subcontractors to assist in performance of the Service and that Bank of America may share the

nformation with such subcontractors as Bank of America, in its sole discretion, deems necessary for the performance of the Service.

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K. Changes to the Addendum

We may change this Addendum at any time. We may add new terms and conditions and we may delete or amend existing terms and conditi

We will notify you in advance of a change to this Addendum. If you do not agree with the change, you may cancel the Service. However, unle

ou cancel the Service, you accept and agree to the change. The current version of this Addendum supersedes all prior versions and contain

he terms governing the Service.

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. Miscellaneous Terms Applicable Only to the Service

his Addendum sets forth Bank of America's entire liability and your exclusive remedy with respect to the Service, and is a complete stateme

f the agreement between you and Bank of America. Bank of Americas employees are not authorized to make modifications to this Addend

r to make any additional representations, commitments or warranties binding on Bank of America, except in a writing signed by an authoriz

fficer of Bank of America.

any term, warranty, condition or provision of this Addendum is found by a court of competent jurisdiction to be invalid or unenforceable, suc

erm, warranty, or provision will be struck from this Addendum, and the balance of this Addendum will remain in full force and effect. Failure

ither party to exercise any right to require performance under this Addendum will not be construed as a waiver of any subsequent right to

equire performance or to claim of breach of contract. Except as otherwise provided herein, the rights and remedies provided for in this

Addendum are not exclusive, and both you and Bank of America retain all rights and remedies now or hereafter provided by law in addition t

hose provided for in this Addendum. If any court, mediation or arbitration action is brought by either Bank of America or you to enforce any

rovision of this Addendum, the prevailing party in such action will be entitled to recover both attorneys' fees and costs from the other party.

arties agree to settle their claims against each other, each party will be responsible for its own attorneys' fees and costs. This Addendum sh

e binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Addendum is not f

he benefit of any other person other than the parties hereto, and no other person shall have any right under this Addendum against Bank of

America or PayCycle.

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7. Full Service Payroll


n this section 7 no longer apply to your Online Banking Agreement with us:

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A. Description

ull Service Payroll is an optional service made available through Online Business Suite that enables you to make employee and contractoraycheck direct deposits and payroll tax payments, including related tax filings and preparation of W-2s and 1099s through Full Service Pay

s described on the Web Site. Bank of America has contracted with Intuit Inc. ("Intuit") to provide you with the payroll services described on t

Web Site and in this Section 7 of the Addendum (the "Service") and these terms of the Service inure fully to the benefit of Bank of America, I

s the provider of the Service, and each of their affiliates and subsidiaries. In this section 7, the words "we", "us", and variations such as "our

efer to Bank of America, Intuit, or both, and each parties' affiliates and subsidiaries. "Intuit" refers to Intuit, Inc. and its affiliates. The terms of

Addendum include the description of the Service and also include the pricing information (see Section 8 "Fees" below) and the electronic

ervices authorization, all of which are incorporated herein by this reference. Bank of America may decline to initiate the Service for you or a

f your employees in the bank's sole discretion.

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B. Permitted Uses and Restrictions on Use

o be eligible for the Service, you must have an open Bank of America business checking account, and have fewer than 150 employees. Yomay use the Service only for paycheck direct deposits and/or federal, state and local payroll tax payments ("Payments") and related tax filing

W-2s, and 1099s. You may not use the Service for any other purpose or for any other business or entity. The Service does not include obtain

our access to the Internet for connecting to the Service. The Service does not include furnishing paper copies of paychecks or advice on

otential deductions to your employees. The Service does not include taxes not deducted as part of payroll, and does not include processing

on-state or federal tax funds withheld from employee paychecks, including but not limited to, wage garnishments, retirement account

ontributions, or insurance premiums. Optional special processing requests, such as changes and requests for amended returns, which are

ncluded in the Service, may be available for an additional charge.

You can only use the Service if you maintain a Bank of America business checking account and access to your accounts through Small Bus

Online Banking. If you close your Bank of America business checking account that you are using for the Service, you must re-select another

usiness checking account before you process payroll. If you have payroll transactions pending, you will be required to re-initiate them with

nother business checking account. If you do not have a valid Bank of America business checking account, you will either be required to ope

ew one or be denied access to the Service.

You agree that your Online ID and passcode have the same effect as your written signature authorizing payroll tax payments and payroll tax

lings through the Service. Your use of this Service is a representation and warranty to Bank of America that you are authorized to use the

Service on behalf of the business identified on the sign-up pages for the Service (including authorization to pay all fees for the Service, and t

make or request electronic payments or filings on behalf of the business, if applicable) and to make on behalf of the business the representa

nd commitments required of the business by this Agreement and the Web Site.

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C. Limited Warranty for the Service and Accuracy of Information

We provide a limited warranty to you regarding the accuracy of payroll checks and tax calculations when you use the Service, subject to the

ollowing terms and conditions. Any other transactions, services or products provided to you by Bank of America through this Addendum, or

ther Agreement with Bank of America (including, but not limited to, the Online Banking Agreement or your deposit account agreements), donjoy this limited warranty.

HE INFORMATION YOU PROVIDE MUST BE ACCURATE AND COMPLETE. OTHERWISE THE TAX CALCULATIONS MAY BE WRON

YOUR TAXES AND DIRECT DEPOSITS MAY NOT BE PAID, THE PAYCHECKS MAY BE INCORRECT, AND/OR WE MAY NOT BE ABLE

PERFORM THE SERVICE CORRECTLY.

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D. Disclaimer of Warranties Related to the Service
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WE WILL NOT BE LIABLE IN ANY WAY IF THE SERVICE CANNOT BE PERFORMED COMPLETELY OR ACCURATELY BECAUSE OF

ANYTHING NOT REASONABLY WITHIN OUR CONTROL, INCLUDING YOUR ABILITY TO TRANSMIT OR RECEIVE INFORMATION VI

HE INTERNET, AND ANY INACCURATE OR INCOMPLETE INFORMATION YOU PROVIDE TO US. IF WE MAKE A MISTAKE IN

PERFORMING THE SERVICE, OUR SOLE RESPONSIBILITY WILL BE TO MAKE THE CORRECT PAYMENT OR FILE THE CORRECT

REPORT, PAY ANY TAX INTEREST OR PENALTY CAUSED BY OUR MISTAKE, AND WAIVE THE NEXT MONTH'S SERVICE FEE. IN N

EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF WE KNOW THAT THEY ARE

POSSIBLE. IF THESE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE, OUR MAXIMUM LIABILITY WILL EQUAL THE FEES YOU

HAVE PAID FOR THE SERVICE.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BAPPLICABLE LAW, BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIE

DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE AND ITS RELATED MATERIALS,

NCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NON-

NFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTION

ERRORS, OR OTHER PROGRAM LIMITATIONS. WE DO NOT WARRANT THAT THE WEB SITE, OR THE SERVER THAT MAKES IT

AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT BANK OF AMERICA OR INTUIT) ASSUME

HE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER

HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE

EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FRO

HE DATE OF PURCHASE OF THE SERVICE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIE

WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHT

AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

you believe you are entitled to payment under this warranty, you must notify us as directed on the Web Site as soon as you learn of the

mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the government notice. By claiming

ayment, you authorize us to obtain and review any data files that may be in our possession or control in order to evaluate your claim. You

emain responsible for paying any additional tax liability you may owe and providing assistance and additional information as reasonably

equested by us. This limited warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or

onditions of this Addendum or any other Agreement with Bank of America.

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E. Submitting Payroll Information

You will initiate Transactions with us over the Internet through an online session with us initiated through Online Business Suite. At the end o

our session we will confirm that we have received your instructions. Your Transaction will notbe processed if you do not receive a confirma

efore the session is over. A confirmation does not mean that your Transaction is problem-free, and if we later detect problems we may benable to complete your Transaction. However, we will make reasonable efforts to tell you if your Transaction cannot be completed for this o

ther reason, however we have no obligation to do so. Sessions taking place after certain processing deadlines may be considered to occur

he next business day. Once your online session is over you cannot change your Transaction.

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. ACH Credit/Debit Authorization

Most Transactions will go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by AC

ules. You can learn more about the ACH at www.nacha.org. You warrant to us everything that we must warrant as an ACH Originator, and y

ccept any liability you or we may incur which is caused by your Transactions. If we tell you that an account number or other information

oncerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions. Using the Service,

uthorize us to initiate electronic withdrawals from your Bank of America business checking account for all Transactions under the Service,

ncluding to fund your paycheck direct deposits and/or payroll tax payments ("Payments"), although under certain circumstances we may use

wire drawdown requests or other funding methods ("Debits"). Debits will also be initiated to pay fees for the Service, for Special Processing,

or adjustments to these various amounts. Debits and Payments are generally called "Transactions" in this Agreement. You authorize us to s

ransactions, electronically or by any other commercially accepted method, to the appropriate individuals, financial institutions, or taxing

uthorities. You also authorize and direct Bank of America to charge each Debit to Your business checking account and pay that amount to

ntuit.

You are solely responsible for ensuring that, no later than 8:00 a.m. Pacific Time on the second banking day prior to a scheduled Payment d

ou will have sufficient funds in your bank account to fund your Payments. Otherwise, there may be additional charges under your checking

ccount agreement or your payroll may not be processed. Debits will be charged to your account one banking day before check date. After t

o interest or earnings will accrue to you. We will hold the money until the Payments are made.


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You authorize us to initiate a Debit to your bank account to collect Payments and/or pay the Service fees. You further authorize us to reinitiat

nitiate a new Debit to your bank account if any Debit is returned for insufficient funds or uncollected funds. We may establish certain security

mits on Transactions we will process, such as a maximum number or dollar amount of Transactions. We may change these limits from time

me and may choose not to disclose them. You also authorize us to credit your account when necessary, at our sole discretion, for any refun

redit amount due to you.

we cannot collect the amounts you owe us (amounts you owe us include fees for overdraft or returned items, payroll and tax payments,

ncluding fees paid for collection) because you do not have enough available funds in your Bank of America business checking account or an

ther reason, Bank of America may charge any of your other accounts with Bank of America. If you do not have enough available funds in yoccounts, you must pay the amount due immediately upon demand. In addition, we may make appropriate reports to credit reporting agencie



You agree to indemnify and hold harmless Bank of America and Intuit in connection with all ACH transactions associated with this

uthorization.

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G. Direct Deposit Service

You represent and warrant to that (a) each person or entity to whom you send Payments has authorized the Payments and any necessary

djustments to be applied to his, her or its account, (b) at the time any Payment is made you have no actual knowledge that the authorization

as been revoked or terminated, and (c) your Payments comply with the laws that apply to them. In case of any reversing entry for a paycheirect deposit, you will tell the affected person before the entry is sent. You are responsible for maintaining employee authorizations, record

etention, and any additional rules specified by the National Automated Clearing House Association.

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H. Customer Agent of Third Party

you are using the Service as the agent of your client, you warrant that you have obtained all necessary and proper authorizations from you

lient to act as his, her or its agent in authorizing and using the Service on your client's behalf, and accept all liability arising from using the

Service as your client's agent.

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Customer Support

We provide customer support specifically for this Service by telephone at no additional cost. The telephone number for Customer Support is

.800.627.1071 and the hours are 8 a.m. to 10 p.m. Eastern, Monday - Friday.

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. Marketing to Your Employees

You acknowledge that Bank of America may market its products and services to your employees whose information Bank of America has

eceived from you in order for the Service to be provided.

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K. Call Monitoring

or quality assurance we may monitor or record telephone calls you make to us in connection with the Service. You must keep any payroll, tther records you need for reference, even though we may have information about the Transactions in our files.

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. Limitation of Liability

HIS LIMITATION OF LIABILITY SUPERSEDES THE LIABILITY LIMITATION SECTION OF THE ONLINE BANKING AGREEMENT (6.C.)

ONLY WITH RESPECT TO THE SERVICE. EXCEPT TO THE EXTENT OF THE LIMITED WARRANTY DESCRIBED IN THIS SECTION 7

"FULL SERVICE PAYROLL"), THE ENTIRE LIABILITY OF BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS,

ADVERTISERS, DEALERS AND SUPPLIERS FOR ANY REASON SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF SERVICE FE
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PAID BY YOU TO BANK OF AMERICA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE

CLAIM ACCRUED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANK OF AMERICA AND ITS LICENSORS,

DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE

WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY

OTHERWISE, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SE

ORTH IN THIS ADDENDUM IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BANK OF AMERICA AND ITS AGENTS,

ICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR ANY LOSS, ERASURE OR

CORRUPTION OF OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION TRANSMITTED, PROCESSED OR STORE

VIA THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL ORCONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

You acknowledge that if an employee of yours is paid by check through the Service, and the employee does not have a deposit account with

Bank of America, the employee may be charged a fee to cash that check at a Bank of America location. You further acknowledge that some

tates require an employer to provide its employees with the means to obtain the full value of their paychecks. You agree that compliance wi

ny such requirement is your responsibility and not the responsibility of Bank of America or Intuit, and you indemnify and hold harmless Ban

America and Intuit for any claim asserting a violation of such requirement.

Notwithstanding anything in this Agreement, Bank of America and Intuit have no responsibility or liability for damages or claims relating to an

se of the Service other than for its intended purposes. The limitations of damages and liability set forth in this Addendum are fundamental

lements of the basis of the bargain between you and us. You acknowledge and agree that we would not be able to provide the Service on a

conomic basis without such limitations.

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M. Termination

Either you, Bank of America or Intuit may terminate the Service for any reason or no reason by giving notice in accordance with the informati

hen on the Web Site, effective immediately. Reasons why either Bank of America or Intuit may terminate the Service include, without limitati

1) you fail to maintain a Bank of America business checking account; (2) you fail to provide and update Bank of America business checking

ccount information that enables us to collect our fees; (3) you do not have sufficient funds in your Bank of America business checking accou

o satisfy your obligations under the Service; (4) any information you give us is false, misleading or incomplete; or (5) you engage in conduct

which, in Bank of America's judgment, interferes with the operation or use of the Service.

Upon termination of the Service, you will pay all outstanding amounts owed pursuant to this Addendum. Service fees paid are not refundable

pon termination. The "Disclaimer of Warranties Related to the Service," and "Limitation of Liability" sections of this Addendum survive the

ermination of the Service.

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N. Sharing of Information

You acknowledge and agree that in order for Bank of America and its subcontractors, including Intuit, to perform the Service, you may have t

rovide Bank of America and Intuit information concerning your business, your financial accounts and your employees (the "Information"). Yo

gree to share the Information with us as necessary for us to perform the Service. You also acknowledge and agree that from time to time w

may use third party subcontractors to assist in performance of the Service and that we may share the Information with such subcontractors a

ither Bank of America or Intuit, in its sole discretion, deems necessary for the performance of the Service.

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O. Changes to the Addendum

We may change the terms of the Service at any time. We may add new terms and conditions and we may delete or amend existing terms an

onditions. We will notify you in advance of such a change. If you do not agree with the change, you may cancel the Service. However, unles

ou cancel the Service, you accept and agree to the change. The current version of this Addendum supersedes all prior versions and contain

he terms governing the Service.

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P. Miscellaneous Terms Applicable Only to the Service

his Addendum sets forth Bank of America's and Intuit's entire liability and your exclusive remedy with respect to the Service, and is a comp
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tatement of the agreement between you, Bank of America and Intuit. Bank of America's employees are not authorized to make modification

his Addendum, or to make any additional representations, commitments or warranties binding on Bank of America or Intuit, except in a writin

igned by an authorized officer of Bank of America and Intuit. If any term, warranty, condition or provision of this Addendum is found by a cou

ompetent jurisdiction to be invalid or unenforceable, such term, warranty, or provision will be struck from this Addendum, and the balance o

Addendum will remain in full force and effect. Failure by any party to exercise any right to require performance under this Addendum will not

onstrued as a waiver of any subsequent right to require performance or to claim of breach of contract. Except as otherwise provided herein

ghts and remedies provided for in this Addendum are not exclusive, and you, Bank of America and Intuit retain all rights and remedies now

ereafter provided by law in addition to those provided for in this Addendum. If any court, mediation or arbitration action is brought by either

Bank of America, Intuit, or you to enforce any provision of this Addendum, the prevailing party in such action will be entitled to recover both

ttorneys' fees and costs from the other parties. If the parties agree to settle their claims against each other, each party will be responsible fown attorneys' fees and costs. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective

uccessors and permitted assigns. This Addendum is not for the benefit of any other person other than the parties identified above, and no o

erson shall have any right under this Addendum against Bank of America or Intuit.

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Q. Setup Services

. Setup Information for Intuit. You must provide Intuit with all information necessary to enable Intuit to establish payroll services (collectively

"Setup Information") in one or more of the following ways.

1. Providing Intuit (by such methods as email, fax or other electronic means as instructed by Intuit) with true, correct and complete

business information (including payroll, tax and employee information), and any other payroll setup information, completed forms

other data necessary for the Setup Service;

2. Establishing Intuit as an authorized user of your existing payroll service offering and providing Intuit with log of credentials unique

Intuit that provide limited access rights to records necessary to enable the Setup Services;

3. We may request that you use a web-based portal to input your user name, password and any other login information for your exi

online payroll service. Your information is encrypted and transmitted using secure socket layer technology, making it unreadable

during transmission. We may use this information to automate the retrieval of, or to obtain Setup Information. If we store your log

credentials, we will maintain and encrypt them on our firewall-protected servers.

4. Participating in calls with your existing payroll service provider and an Intuit representative to obtain necessary Setup Information

. Grant of Access Rights to Intuit. You represent that you are the legal owner of the Setup Information and that you have the authority to

appoint, and hereby expressly does appoint, Intuit as your agent with limited power of attorney to access and retrieve your Setup Informa

on your behalf. You grant to Intuit and persons working on its behalf the rights to access and use the Setup Information in the manner set

forth in this Addendum. You are responsible for ensuring that the grant of these rights to Intuit is permissible under the terms of your

agreements with any third parties.

. Taxpayer ID Numbers. You agree and acknowledge that Intuit will not be able to complete the Setup Service for all tax jurisdictions until y

have applied for and received your agency account ID(s) in connection with enrollment with the appropriate payroll taxing authority(ies) in

your jurisdiction(s) ("Account ID(s)"). Intuit will assist you in applying for Account ID(s) with the appropriate taxing authorities, but the

turnaround times with such authorities vary and are not within Intuit's control. The time required to get Account ID(s) may be approximate

ten (10) business days or even longer in certain jurisdictions.

. Customer to Verify Information upon Completion of Setup Services. Intuit will take appropriate care to ensure the accuracy of its work, bu

cannot ensure that the source files used, information provided by other service providers or your personnel are accurate. Accordingly, Intu

will inform you when it has completed the Setup Services so that you can perform a review of the Company information. It is your

responsibility to verify the accuracy of all Setup Information and confirm with Intuit that the information input by Intuit is acceptable to you

before commencing the Intuit payroll services.

. No Legal Advice. Intuit is not providing to you, and the Setup Service provided hereunder is not and shall not be deemed or construed to

legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as

appropriate. Further, you agree that except for the limited purpose of accessing your Setup Information, Intuit is not acting as your agent ofiduciary in connection with your use of the Setup Service.

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8. Fees

We may change this schedule of fees from time to time. The revised fees will be posted on the Web Site.


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Account Management

here is a monthly fee for the Online Business Suite Account Management Service of $15.00, which is waived for the first 3 calendar months

nrolled.

NOTE: If Bank of America cannot collect the amounts you owe us (amounts you owe us include the Online Business Suite Account Manage

ee as well as fees for other services hereunder, overdraft or returned items, payroll and tax payments, including fees paid for collection)

ecause you do not have enough available funds in your Bank of America business checking account or any other reason, Bank of America

harge any of your other accounts with us. If you do not have enough available funds in your accounts, you must pay the amount due

mmediately upon demand. Bank of America also may discontinue the service, without additional notice, in the event we cannot collect any ferovided for in the Online Banking Service Agreement and Electronic Disclosure or this Addendum. In addition, we may make appropriate

eports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resu

nvestigation or prosecution and avail ourselves of any other available remedy.

Direct Payments Service Fee Schedule

. 3-Business Day Delivery Fee: If you enroll in the Direct Payment service, there is an additional monthly fee of $10, which covers the first

Business Day payments scheduled for any calendar month.

. Next-Business Day Delivery Fee: There is a fee of $10 for each Next-Business Day payment to an individual or vendor.

. Same-Business Day Fee: For Same-Business Day domestic (U.S.) payments, the fee is $20.

. International Delivery Fee: For international payments, the fee is $30 for payments sent in foreign currency and $40 for payments sent in

dollars.

. If you make more than 20 3-Business Day payments in a month, see chart below for your payment schedule.

. The $10 monthly service fee and incremental transaction fees are waived for the first 3 calendar months after enrollment in the Direct

Payment service.

he Direct Payments Service is an alternative that allows you to transfer funds to individuals or vendors when delivery of funds by a specific

s critical. You may move money without a transaction fee by using Bank of America's Online Bill Pay Service. Bill Pay allows you to pay larg

well-established merchant billers electronically within 1 to 3 days without charge. You may also use Bill Pay to transfer money to individuals

maller merchants when arrival by a specified date is not required.

Total Number of 3-Business Day Direct Payments DuringCalendar Month

Up to20

21-25

26-30

31-35

36-40

41+ in groups of 5

Additional Fee for more than 20 3-Business Day DirectPayments

$0 $2 $4 $6 $8 $2 each additionalgroup

he total monthly fee will be charged to your primary service charge account on or about the fifth business day of the following month beginn

he fifth calendar month after you've enrolled in the service.

NOTE: If Bank of America cannot collect the amounts you owe us (amounts you owe us include the Direct Payment service fee) because yo

ot have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge any

our other accounts with us. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon

emand. Bank of America also may discontinue the service, without additional notice, in the event we cannot collect any fee provided for in t

Online Banking Service Agreement and Electronic Disclosure or this Addendum. In addition, we may make appropriate reports to credit repo

gencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or

rosecution and avail ourselves of any other available remedy.

Express Invoicing Service Fee Schedule

. If you enroll in the Express Invoicing service, there is an additional monthly fee of $10, which covers the first 20 invoices created in any

calendar month.

. If you create more than 20 invoices in a calendar month, see chart below for your payment schedule.

. The $10 monthly service fee and incremental transaction fees are waived for the first 3 calendar months after enrollment in the Express

Invoicing service.


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Number of Express Invoices During Calendar Month Up to 20 21-25 26-30 31-35 36-40 41+ in groups of 5

Total Monthly Fee $10 $12 $14 $16 $18 $2 each additional grou

he total monthly fee will be charged to your primary service charge account on or about the fifth business day of the following month beginn

he fourth calendar month after you?ve enrolled in the service.

NOTE: If Bank of America cannot collect the amounts you owe us (amounts you owe us include the Express Invoicing service fee) because

o not have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge a

f your other accounts with us. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon

emand. Bank of America also may discontinue the service, without additional notice, in the event we cannot collect any fee provided for in t

Online Banking Service Agreement and Electronic Disclosure or this Addendum. In addition, we may make appropriate reports to credit repo

gencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or

rosecution and avail ourselves of any other available remedy.


n this section 8 relating to the Easy Online Payroll Service Fee Schedule and the Full Service Payroll Fee Schedule no longer appl

your Online Banking Agreement with us:

Easy Online Payroll Service Fee Schedule

Easy Online Payroll Fees and Other Amounts Owed to Bank of America (This section supplements Section 4 of the Online Banking

Agreement.)

Monthly Payroll Service Fees Plus Basic

Up to 20Employees

? when you pay all your employees by direct deposit to a Bank ofAmerica account

$36 Free

? when you do notpay all your employees by direct deposit to a Bankof America account

$36 $20

Multi-stateTax Filing

? when we provide state tax filings and payment support in a stateother than your primary state

$12

For every state otherthan your primary

businessstate location

Not Available

21-150Employees

? when you pay all your employees by direct deposit to a Bank ofAmerica account

$36 Free

? when you do notpay all your employees or contractors by directdeposit to a Bank of America account

$36

Plus $2 per employeeor contractor

in excess of 20

$20

Plus $2 per employee excess of 20

Easy Online Payroll monthly payroll service fees are waived during the first 3 months of enrollment. Additional fees for exceptions processi

nd other special services may apply during your free trial period. If there is no activity on your Easy Online Payroll account for the first 60 dafter opening your account, we reserve the right to terminate your payroll service. After your 3 month free trial is over, monthly fees are

utomatically charged until you cancel the service. The monthly payroll service fee applies each month you are enrolled, whether or not you

he payroll service. The maximum number of active employees being paid cannot exceed 150. Billing occurs on the last banking day of the

month. Additional fees for exceptions processing and other special services may apply. Pricing does not include applicable sales tax. There

waiting period of up to 5 business days before you can use direct deposit for the first time. All direct deposits must be approved 2 banking da

efore each pay day, by 11pm ET. Easy Online Payroll service requires Internet access, and Internet service provider fees may apply. Not

vailable in Washington or Idaho.

Monthly Fees: Easy Online Payroll offers two service levels, Plus and Basic. Easy Online Payroll Plus Service is $36 per month. Easy Online


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Payroll Basic Service is $20 per month. With the Basic Service you will receive a $20 discount in any month you pay all your employees by d

eposit to a Bank of America account. For both the Plus and Basic Services, if you pay more than 20 employees, but not all are paid by direc

eposit to a Bank of America account, an additional monthly fee of $2 will be charged for each employee over 20.

Direct deposit to banks other than Bank of America is only offered in the Plus level of service. An additional monthly fee of $12 per state app

or state tax filing and payment support for each state in addition to your primary state in which you (i) have a work location, (ii) withhold taxe

ii) pay reportable wages (even if no tax is withheld). The monthly fee for additional states applies for each month in which you meet these

riteria, whether or not you use the payroll service in that month. Multi-state tax filing is only available with the Plus level of service.

Bank of America will charge the Bank of America business checking account that you have designated on the Web Site for Bank of America?monthly payroll service fees (if any) for the level of service you select. Bank of America will also charge your Bank of America business

hecking account for any sales, use or other applicable taxes based on the primary business location you have designated on the Web Site.

chedule of fees applies unless we have agreed otherwise with you.

Online Time Tracking is available for a monthly service fee, a fee that is in addition to the standard monthly Easy Online Payroll service fee.

Online Time Tracking fees are waived during the first 3 months of Time Tracking enrollment. You will be charged a rate of $3.00/per

mployee/per month after this promotional period unless you cancel the service. This fee is charged for each employee who is set up to use

ime Tracking, whether or not the employee has logged any hours. Appropriate sales taxes may also be charged where applicable. Monthly

Online Time Tracking fees will be automatically charged to or deducted from the payment account you specify until you cancel the service. B

will occur on the same day of the month as your standard Online Payroll monthly billing. You may cancel Online Time Tracking at any time b

alling Easy Online Payroll at 1.888.606.4545. Terms, conditions, features, availability, pricing, fees, services and support options are subjec

hange.

Bank of America may change this schedule of fees from time to time. The revised fees will be posted on the Web Site. Click on Compare

Services for a description of the features provided with our Basic level of service and Plus level of service. Compare Services

Bank of America charges additional fees for exceptions processing, setup, and other special services as described below.

Fee Type WhenCharged

Fee Amount

Service data entry set up assistance for entering employee pay history At time of request

$20 per employee entered per quarteof history entered

Grant access to generate year-end forms when Service terminated during the calendaryear, required to file year end returns.

At time ofrequest

Basic Service = $20Plus Service = $36

Miscellaneous Service Fee for amended tax returns At time of request

$200 per amended tax return

ull Service Payroll Fee Schedule

Fee Type When Charged Fee Amount

Base Payroll Service fee Monthly $99

Additional Payroll Service fees Monthly $2per employee

Additional Fee for Multiple State Payroll Processing Monthly $10For every state other than your primary business state location.

Monthly fees: The Monthly Fee for the Service is $99 per month, plus $2 for each employee (or contractor). Additional multi-state payroll

rocessing fees will apply for every state in which you have employees (or contractors), other than your primary business state location. Opt

pecial processing requests, such as changes and requests for amended returns, which are not included in the Service, may be available fo

dditional charge.
http://www.bankofamerica.com/small_business/online_banking_and_services/index.cfm?template=compare_payroll_services


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Page 20ttps://www bankofamerica com/onlinebanking/online business suite addendum go#cat1

he monthly fees for the Service apply each month in which you are enrolled in the Service, whether or not you use the Service. You may ca

t any time by calling 1.800.627.1071. Billing occurs on the last banking day of the month. Intuit will debit your Bank of America checking

ccount for the payment of fees for the Service. Pricing does not include any applicable sales, use or other taxes applicable to the Service. In

may charge additional fees for exception processing and other special processing services, which will be disclosed to you in advance. We m

hange the fees for the Service from time to time. If a fee increase or change to this Agreement is not acceptable, you may cancel the Servic

rovided herein prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes.

we cannot collect the amounts you owe us (amounts you owe us include fees for overdraft or returned items, payroll and tax payments,

ncluding fees paid for collection) because you do not have enough available funds in your Bank of America business checking account or an

ther reason, Bank of America may charge any of your other accounts with Bank of America. If you do not have enough available funds in yoccounts, you must pay the amount due immediately upon demand. In addition, we may make appropriate reports to credit reporting agencie



Back t

. Cancellation and Changes

You may cancel any or all of your Online Business Suite Services at any time by calling customer service at 1.866.758.5972 or writing to us

Bank of America

Electronic Banking Services

X2-980-01-08

P.O. Box 655961

Dallas, TX 75265-9964

we receive your notice by the last day of a month, you will not be charged the fee for the next month. We may cancel any or all of your Onl

Business Suite Services at any time for any reason and without notice, except as may be required by law.

We may change this Addendum at any time. We may add new terms and conditions and we may delete or amend existing terms and conditi

We will notify you in advance of a change to this Addendum or post it on this website. If you do not agree to the change, you may cancel you

Online Business Suite services. If you do not so cancel, you accept and agree to the change.

Back tank of America, N.A. Member FDIC. Equal Housing Lender

2013 Bank of America Corporation. All rights reserved.
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Bank of America | Online Banking | Service Agreement

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