Terms and Conditions: Business Online Bill Pay

These terms and conditions constitute the agreement ("Agreement") between you and Bank of Oklahoma ("Bank") ("Service Provider") with respect to the provision of Online BillPay Services (the "Service") to you. Your authorized signature and use of the Service constitutes your agreement to be bound by the terms of this Agreement and that your contract is with the Service Provider, who is responsible to you for the provision of the Service. In this Agreement the words "you" and "yours" means the entity that applied for the Service and the terms "us" and "we" means the Service Provider. This Agreement is in addition to other agreements between the parties.

Online Bill Pay Service

Online BillPay Service allows you to pay bills and send money to other people using a personal computer. By providing the Service Provider with the names and account information of those persons or entities to whom you wish to direct payment, you authorize the Service Provider to follow the payment instructions that it receives from you through the bill payment program.

Payments made Electronically - When the Service Provider receives a payment instruction for a payment(s) that will be sent electronically, you authorize the Service Provider to charge your transaction account on the selected Process Date and remit funds to the designated payee on your behalf. The payment is estimated to arrive in 2 Business Days or before. The Service Provider is not responsible for any delays on the part of the recipient, postal service, or applicable delivery methods.

Payments made via Paper Check - When the Service Provider receives a payment instruction for a payment(s) that will be sent via a paper check, you authorize the Service Provider to process a paper check containing your transaction account routing number and transaction account number to the designated payee on your behalf. The funds will remain in your transaction account until the check has cleared. The payment is estimated to arrive in 5 Business Days or before. The Service Provider is not responsible for any delays on the part of the recipient, postal service, or applicable delivery methods.

You agree that the Service shall only be used for commercial purposes and that you shall not use the Service as an individual consumer.

The Process Date is defined as the Business Day you request the Service Provider to process the payment. Although you can enter payment instructions through Online BillPay 24 hours a day, 7 days a week (excluding maintenance and other availability windows), payments will only be "processed" on Business Days. If you select a Process Date that is not a Business Day, the payment will be processed on the previous Business Day. If the previous Business Date has already passed, you will need to enter a Business Day in the future.

A Business Day is defined as Monday through Friday up to 7:00pm (Central Time) excluding weekends and holidays.

All authorized payments will be processed on the Business Day you select. The payment will be sent electronically or by mail on the next Business Day.

You agree that all Process Dates selected by you be at least seven Business Days before the actual "payment due date". Payments may be made only to payees with a U.S. payment address. The Service may not be used for the following types of payments:

Payments to settle securities transactions
Payments to payoff special or delayed financing for purchases
Payments to credit counseling agencies who pay creditors on your behalf
Payments to payees outside of the United States
Court-ordered payments such as alimony, child support, speeding tickets, etc.
Tax entities
Collection agencies.

Bill payments are limited to $25,000 per payment and other such limitations as to amount and number as may be determined by us from time to time.

Password and Security

You may distribute your Online Password to individuals within your organization, however, you are fully responsible for any and all actions by such individuals as it relates to the Service and their use thereof. We will not contact you via email or phone requesting your Online Password. If you are contacted by anyone requesting this information please contact us immediately. You agree to take adequate measures to guard against unauthorized access to your Online Password. If you believe that your Password has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify the Service Provider at once by calling an ExpressBanker at 800-234-6181. We may suspend or cancel your password even without receiving such notice from you, if we suspect your password is being used in an unauthorized or fraudulent manner. Unless otherwise provided in this Agreement or as required by law, you agree to be fully liable for all losses which may arise from unauthorized transactions.

Errors and Questions

In case of errors and questions about your electronic transfers or payments, you should contact us as soon as possible by:

Telephoning us at: 800-234-6181
Writing us at: BOK Financial Online Access Service, P.O. Box 2300, Tulsa, OK 74192
Sending us a Secure Message: Logon to Online Access and click Message Center to send us a message.

If you think that your statement is wrong or you need more information about a transfer listed on a statement, you must notify us no later than sixty (60) days after the date on the first statement on which the problem or error appeared.

You must:

Tell us your name and account number;
Describe the error or the transfer you are unsure about, and explain as clearly as you can, why you believe it is an error or why you need more information; and
Tell us the dollar amount of the suspected error.

If you tell us anything under this Agreement or about the Service orally, we may require that you send your statements in writing within ten (10) Business Days. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not credit your account. You agree to assist us in the discovery and resolution of issues related to errors or unauthorized use.

Disclosure of Account Information to Third Parties

We will disclose information to third parties about your account or the transfers you make only in the following situations:

Where it is necessary for completing transfers.
In order to verify the existence and condition of your account to a third party, such as a credit bureau or merchant.
In order to comply with a governmental agency or court orders.
If you give us your written permission.
As otherwise stated in our Privacy Policy located on our Web Site

Fees and Charges

As a user of the Service, you will be charged a fee in accordance with the prevailing rates found at www.bankofoklahoma.com, which may be changed from time to time. For other charges applicable to your deposit account, refer to your product brochure.

Documentation of Transfers

You will get a monthly account statement. However, with respect to a savings account, if there are no electronic funds transfers in a particular month, you may not get a statement monthly but you will get a statement at least quarterly.

Limitations on Transfers

Federal regulations require limitations on the frequency of preauthorized and "telephone transfers" from savings accounts and money market deposit accounts. ("Telephone Transfers" as used in this paragraph refers to transfers initiated through Online Access, Online BillPay, 24 Hour ExpressBank and those initiated by telephoning the Service Provider and instructing Service Provider personnel to transfer funds from your savings or money market deposit accounts). Additional information can be found in the product brochures.

Liability for Failure to Make Payments

If we do not initiate a payment on time or in the correct amount, we will be liable for your losses and damages according to our Agreement with you and as provided by law. However, there are some exceptions to this liability. For instance, we will not be liable to you in the following circumstances:

If through no fault of ours, you do not have enough funds in your account to make the payment, or the payment would exceed the credit limit on any overdraft line associated with the account;
The equipment or software used by the Service Provider to provide the Service was not working properly and you knew or were advised by the Service Provider about the malfunction before you executed the transaction;
You have not provided the Service Provider with the correct names or account information for those persons or entities to whom you wish to direct payment:
Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction despite the reasonable precautions we have taken;
You have reported your password as lost or stolen or we suspect your password is being used in an unauthorized or fraudulent manner;
Your Service has been cancelled;
If the funds in your account are unavailable because of garnishment, levy, or other hold requirements imposed upon us by law or by a government agency or court orders;
If the payee chooses not to participate in this Service.

Our liability is explained in any agreements, notices and disclosures that we separately provide to you from time to time regarding your accounts and the Services. This section explains our liability to you only to the extent that our liability has not been separately disclosed to you by any of these agreements, notices, or disclosures. Under no circumstances will we have any liability to you for failing to provide you access to your accounts through the Service. Furthermore, unless otherwise required by applicable law, we will only be responsible for performing the Services as expressly stated in this Agreement and will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct in performing the Services.

Unless otherwise required by law, in no event will Service Provider or its affiliates be liable to you for special, indirect, punitive, or consequential damages including, without limitation, lost profits and attorney's fees, even if we are advised in advance of the possibility of such damages.

We will not be obligated to honor, in whole or in part, any transaction or instruction which:

is not in accordance with any term or condition applicable to the Service or any related account;
would result in us exceeding any limitation of our intra-day net funds position established pursuant to present or future Federal Reserve guidelines;
would violate any applicable provision of any risk control program of the Federal Reserve or any applicable rule or regulation of any other federal or state regulatory authority; or
is not in accordance with any other requirement of our applicable policies, procedures or practices.

Stopping Preauthorized Payments from Your Account

If you have told us to make payments out of your account and you wish to cancel any of these payments, this can be done in the Upcoming Payments tab in Online BillPay for all payments that appear in the list of upcoming payments. Payments can be canceled on or before the Process Date up until the time they are processed. If you order us to stop one of these payments in accordance with the above, and we do not do so, we will be liable for your losses or damages.

For Payments Made Via Paper Check Only - If a payment was processed via a paper check, it can be stopped through the stop payment process by calling the 24-Hour ExpressBank.

In the Event You have Insufficient Funds

In using the Service, you are requesting the System Provider to make payments for you from your Bank of Oklahoma account. If we are unable to complete the transaction due to insufficient funds or because the transaction exceeds the credit limits on overdraft lines of credit associated with your account, the payment transaction may not be completed.

For Payments Made Electronically - If there are insufficient funds in your transaction account on the Process Date, we will attempt to process the payment again on the next two Business Days. If there are still insufficient funds, the payment transaction may not be completed.

For Payments Made Via Paper Check - Payments will be processed regardless if there are sufficient funds in the transaction account at the time the payment is processed. You will need to make sure funds are in your transaction account at the time the check is presented to avoid fees.

If a transaction is cancelled due to insufficient funds for any reason, you are responsible for checking the status of payments in your account.

Merchant or Payee Limitation

The Service Provider reserves the right to refuse to pay any person or entity to whom you may direct a payment. The Service Provider is obligated to notify you promptly if it decides to refuse to pay a person or entity designated by you. This notification is not required if you attempt the following types of payments, which are prohibited under this Agreement:

Payments to settle securities transactions
Payments to payoff special or delayed financing for purchases
Payments to credit counseling agencies who pay creditors on your behalf
Payments to payees outside of the United States
Court-ordered payments such as alimony, child support, speeding tickets, etc.
Tax entities
Collection agencies

Information Authorization

You agree that the Service Provider reserves the right to obtain financial information regarding your account from a merchant, another payee or financial institution to resolve payment-posting problems.

Alterations and Amendments

The terms of this Agreement, applicable fees and service charges may be altered or amended by the Service Provider from time to time. In such event, the Service Provider will post the amended terms or conditions on the sign in page on the Web Site. Any use of the Service after the Service Provider posts a change will constitute your agreement to such change(s). Further, the Service Provider may from time to time revise or update the programs, and/or related material which may render all prior program versions obsolete. Consequently, the Service Provider reserves the right to terminate this Agreement as to all such prior versions of the Service, and/or related material and limit access to the Service Provider's more recent revisions and updates of the Service.

You agree we may provide you with all disclosures, notices and other communications about the Service and any future amendments, in electronic form. We will provide all future notices by posting them on the sign in page for a period of at least 90 days. At your request, we will provide you with a paper copy of any of the documents posted electronically without any fee by calling us at 800-234-6181. The Service Provider cannot guarantee the receipt of the notices.

Termination or Discontinuation

In the event you wish to discontinue the Service, you must contact the Service Provider in writing. Written notice of service discontinuance must be supplied ten (10) Business Days prior to the actual discontinuation date and must be sent to:

BOK Financial BillPay Service
P.O. Box 2300
Tulsa, Oklahoma 74192

The Service Provider may terminate use of the Service by any individual at any time. Neither termination nor discontinuation shall affect your liability or obligation under this Agreement.

Disputes

In the event of a dispute regarding the Service, you and the Service Provider agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Service Provider which supersedes any prior agreement, representation or warranty, oral or written, and any other communications between you and the Service Provider relating to the subject matter of this Agreement except to the extent that this Agreement may be subsequently modified by the Service Provider posting additional terms or modifications on the Web Site as described under the Alterations and Amendments section of this Agreement above. If there is a conflict between what a Service Provider's employee says and the terms of this Agreement, the terms of this Agreement shall control.

Your use of the Service may also be affected by the agreements between us for your deposit, debit card, credit card and other linked accounts. When you link an account to the Service, you do not change the agreements you already have with us for that account. You should review those agreements for any applicable fees, for limitations on the number of transactions you can make, and for other restrictions that might impact your use of an account with this Service.

Assignment

You may not assign this Agreement to any other party. The Service Provider may assign this Agreement at any time. The Service may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

No Waiver

The Service Provider shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Service Provider. No delay or omission on the part of the Service Provider in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any right or remedies on future occasions.

Captions

The captions of Sections are for convenience only and shall not control or affect the meaning or construction of any of the provisions for this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflicts of laws provisions. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this Agreement shall be commenced and maintained only in the United States District Court for the Northern District of Oklahoma or the applicable Oklahoma state trial court sitting in Tulsa, Oklahoma and having subject matter jurisdiction.

Miscellaneous

Each of the persons that establish an Online BillPay relationship on behalf of an entity represents and warrants that he or she has full requisite power and authority to execute and deliver this Agreement on behalf of the entity and to bind such entity to the terms of this Agreement. In any action brought by a party hereto to enforce the obligations of any other party hereto, the prevailing party shall be entitled to collect from the opposing party such party's reasonable litigation costs and attorneys fees and expenses (including court costs, reasonable fees of accountants and experts, and other expenses incidental to the litigation). In the event any provisions of this Agreement, or the application of such provisions to any person or set of circumstances, shall be determined to be invalid, unlawful, or unenforceable, to any extent for any reason, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, or unenforceable, shall not be affected and shall continue to be enforceable to the fullest extent permitted by law. This Agreement, and all provisions of this Agreement shall be deemed drafted by all the parties hereto. This Agreement shall not be interpreted strictly for or against any party, but solely in accordance with the fair meaning of the provisions hereof to effectuate the purposes and intent of this Agreement.