Agreement and Disclosure Statement for Compass BusinessClass Online® Banking

Please read this Agreement and Disclosure for Compass BusinessClass Online® Banking (the "Agreement") carefully and keep it for your records. This Agreement, which incorporates the Service Charge Schedule described in Section 5 and provided separately to you, contains the terms and conditions under which you may subscribe to and use the services available through the three (3) Compass BusinessClass Online Banking plans – Compass BusinessClass Online, Compass BusinessClass Online Cash Manager and Compass BusinessClass Online Cash Manager Plus. The services made available under this Agreement are referred to individually as a "Service." The Plan and Services to which you have chosen to subscribe are referred to as your "Subscription." In this Agreement, "you" refers to any individual or business that has requested the Bank to include one or more of its Compass Bank accounts within a subscription to any Compass BusinessClass Online Banking plan, and the terms "Bank", "we" and "us" refer to Compass Bank.

1. Use of Compass BusinessClass.

By subscribing to Compass BusinessClass Services or by accessing or permitting another to access any one or more of your accounts with the Bank through any Service, you agree to this Agreement. This Agreement includes the application you signed or otherwise submitted and the instructions and other information provided online through Compass BusinessClass Online Banking. The terms and conditions in this Agreement are in addition to, and cumulative with any account agreement you have with the Bank (an "Account Agreement"). In the event of a conflict between this Agreement and any Account Agreement, the terms of this Agreement will apply, unless otherwise provided in this Agreement.

2. Computer Requirements.

The computer and software requirements to use or access the Compass BusinessClass Services will be disclosed to you online when you activate your Subscription or when you add any Service to your Subscription. In this Agreement, the computer, printer, modem, telecommunications facilities, and any other related equipment you use to access the Services are referred to together as your "Computer"; any software you use to access or browse Compass BusinessClass Online Banking, including financial management software such as QuickBooks®, is referred to as the "Software"; the server or remote server accessed via your Internet browser is referred to as the "Server". You are responsible for the installation, maintenance, and operation of your Computer, Server, and the Software. The Bank is not responsible for losses due to any errors, failures, misapplications, or malfunctions of your Computer, the Server, or the Software, and the Bank is not responsible for any computer virus, malicious software, or related problems that may be associated with the use of an online system. In the event of any conflict between this Agreement and any instructional material provided with the Software or the Server regarding the Bank's obligations to you, the terms of this Agreement will apply.

3. Online Banking Accounts.

Your Subscription to Compass BusinessClass Services must include at least one commercial checking account, savings account, or money market account with the Bank. This account and all other accounts included within your Subscription are subject to this Agreement and are called "Online Banking Accounts." An Online Banking Account may be either a consumer account or a commercial account. A "consumer account" is an account established primarily for personal, family or household purposes. A "commercial account" is an account established primarily for purposes other than personal, family or household use. Your representation when you opened an account that an account is a commercial account is binding and conclusively establishes the non-consumer nature of the account. The following types of accounts with the Bank may be Online Banking Accounts: checking accounts, savings accounts, money market accounts, credit card accounts, time deposits ("CDs"), IRA accounts and such other accounts as the Bank may allow from time to time, including certain loan and line of credit accounts. Any account that requires more than one signature to make withdrawals or transfers may not be designated as an Online Banking Account.

In most cases, you may use the Compass BusinessClass Services in connection with any Online Banking Accounts, subject to the provisions of your Account Agreement and applicable law. However, the Bank reserves the right, unless prohibited by law, this Agreement, or any Account Agreement, to refuse: (a) to include any eligible account within your Subscription to Compass BusinessClass Services, and (b) to allow transactions with or between Online Banking Accounts under certain circumstances.

4. Description of Compass BusinessClass Online® Banking.

Compass BusinessClass Online Banking is the name of a group of Services offered by the Bank for use in conjunction with your Computer, the Software and Server. Depending on the plan and Services you have chosen to receive, you may perform some or all of the Services described in this Section 4. We may offer a new Service at any time by presenting the terms for that Service to you online. If you accept the terms of the new Service electronically, the terms for that Service will become part of this Agreement.

a. Banking Functions:

i. Making Transfers & Obtaining Account Information

You may use this Service: (a) to transfer funds between any two Online Banking Accounts eligible for transfers; (b) to make payments on any loan or line of credit account that the Bank has allowed to be included within the Online Banking Accounts; (c) to draw down loan proceeds available under any loan or line of credit account that the Bank has allowed to be included within the Online Banking Accounts, and to have those proceeds transferred to any deposit account included within the Online Banking Accounts; (d) to obtain account balances for the Online Banking Accounts; (e) to receive transaction information about the Online Banking Accounts; and (f) to send electronic mail to the Bank and receive electronic mail from the Bank. These features are limited to the extent, and subject to the terms, noted below:

ii. Online Statements and Electronic Notices

With this Service, we will notify you by e-mail when periodic statements on the Online Banking Accounts become available online, and provide other notices and disclosures about your Compass accounts to you.

iii. Online Check Images

With this Service, you are able to view images of the checks and deposit slips for each Online Banking Account.

iv. Alerts

You may request the Bank to send you any of the alerts made available to you through your Subscription. The Bank may add new alerts or discontinue existing alerts at any time. We will send alerts to the electronic addresses you designate. You are responsible for ensuring that your electronic addresses are correct.

Your receipt of any alert may be delayed or prevented by your internet service provider or other third parties. The Bank does not guarantee either the delivery or the accuracy of the contents of any alert. The Bank will not be liable for damages arising from the non-delivery, delayed delivery, or wrong delivery of an alert, any inaccurate content in an alert, or your use of or reliance on the contents of any alert for any purposes. Because the balance of some Online Banking Accounts is subject to change at any time, the information provided in any alert may become quickly outdated. Alerts may not be encrypted. You acknowledge that, although the Bank may show less than the full account number for any of your Online Banking Accounts in an alert, the alert may include your name and some information about your Online Banking Accounts. Depending on where you instruct us to send your alerts, anyone with access to your e-mail may be able to view the contents of these alerts.

b. Compass BusinessClass Online® Bill Pay: Bill Payment Function

You may use this Service to initiate payments electronically from any eligible checking account designated as an Online Banking Account.

i. Bill Pay Definitions

ii. Payment Methods.

The Bank reserves the right to select the method by which Bill Pay payments will be made on your behalf to your Biller. These payment methods may include, but are not limited to: (A) transferring funds electronically to the Biller; (B) preparing a check or a laser draft payable to the Biller and sending the check or draft to the Biller; or (C) any other means chosen by the Bank in its sole discretion.

iii. Prohibited Payments.

You agree not to schedule any tax payments or court-ordered payments through the Bill Pay Service. In no event shall the Bank be liable for any claims or damages resulting from your scheduling these types of payments. The Bill Pay Guarantee described in Section 4.b.x below is void when these types of payments are scheduled and/or processed by Bill Pay. The Bank has no obligation to research or resolve any claim relating to or resulting from the misapplication, misposting or misdirection of these payments, and you accept full responsibility for the resolution of all such claims.

Payments through Bill Pay to Billers outside of the United States or its territories are prohibited. The Bank may refuse to honor payment requests that reasonably appear to the Bank to be fraudulent, unauthorized, erroneous, illegal or prohibited under this Agreement, and the Bank shall have no liability for its refusal to honor these payment requests or, to the extent provided by applicable law, any other payment requests the Bank may refuse to honor. The Bank is not responsible for the refusal by any Biller to accept payment made using Bill Pay.

iv. Payment Scheduling.

For each payment you attempt to schedule, Bill Pay will designate the earliest possible Scheduled Payment Date for that Biller, which typically is four (4) or fewer Business Days from the then current date. Bill Pay will not permit you to select a Scheduled Payment Date that occurs before the earliest possible Scheduled Payment Date designated for each Biller. When scheduling a payment, you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller's statement. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. You are responsible for any late payment charge, finance charge, penalty or default or other consequence that may result from your selecting a Scheduled Payment Date later than the Due Date.

v. Payment Authorization and Payment Remittance.

By providing Bill Pay with names and account information of Billers to whom you wish to direct payments, you authorize the Bank to follow the Payment Instructions that it receives from you through Bill Pay. In order to process payments more efficiently and effectively, Bill Pay may edit or alter payment data or data formats in accordance with Biller directives.

By sending any Payment Instructions, you authorize us to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. If there are insufficient "Available Funds" (as that term is defined in the Account Agreement) in the Payment Account to make payments you have authorized, the Bank: (A) may refuse to honor payment requests; or (B) may make the payment, even if the payment overdraws the Payment Account. In either event, you are responsible for any funds advanced on your behalf to cover your payment request, as well as any non-sufficient funds or overdraft charges authorized in the Account Agreement for that Payment Account. You also authorize Bill Pay to credit your Payment Account for payments returned to Bill Pay by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of Bill Pay.

vi. Insufficient Funds.

By making a payment request through Bill Pay, you are promising us that there are sufficient Available Funds in your Payment Account to cover your request. You agree that, if any funds are advanced to cover any payment request you make, but there are insufficient funds in the Payment Account for that request:

vii. Returned Payments.

You understand that payments made through Bill Pay may be returned for a variety of reasons, including but not limited to situations in which a Biller's address is changed; a Biller's account number is not valid; a Biller is unable to locate your account; or a Biller shows that your account has been paid in full. We will try to correct any obvious errors that may have caused the payment to be returned and then to resend the corrected payment, but we shall have no liability for returned payments that were sent according to your Payment Instructions.

viii. Payment Cancellation Requests.

You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within Bill Pay. There is no charge for cancelling or editing a Scheduled Payment. Once Bill Pay has begun processing a payment, that payment cannot be cancelled or edited, but you may be able to stop the payment by submitting a stop payment request.

ix. Stop Payment Requests.

If you wish to stop a requested payment once it has begun processing, you should call the Bank at 800/273-1057 as soon as possible. The Bank may require you also to make your request in writing within fourteen (14) days following your telephone request. The Bank's ability to stop any payment request submitted through Bill Pay will depend on both the method used to make that payment and when you contact the Bank. Some payment requests cannot be stopped once processing has begun. For payment requests that can be stopped, the Bank must receive your stop payment request in sufficient time to allow the payment to be voided, which generally will be at least three (3) Business Days before the Scheduled Payment Date. If the Bank is unable to stop your payment request, that request will be processed according to your original Payment Instructions, and the Bank will have no liability for failing to stop this payment. The charge for each stop payment request made by calling the Bank will be the fee provided in the applicable Account Agreement, instead of any charge described in Section 5 below.

x. Bill Pay Guarantee.

Due to circumstances beyond our control, particularly delays by Billers in handling and posting payments, some payments made through Bill Pay may take longer than expected to be credited to your account with a Biller. We will reimburse you up to $50 for any late payment related charges you incur for a payment posted after its Due Date as long as you have scheduled that payment according to the guidelines described under "Payment Scheduling" in this Agreement.

xi. Limitation on Payment Amounts.

You may not use Bill Pay to make a payment to a Biller in an amount that is greater than $999,999.99.

c. Compass BusinessClass Online® Bill Pay: Bill Delivery and Presentment Function

You may use this Service to receive electronic bills from your creditors through Bill Pay.

i. Information Provided to the Biller.

Compass BusinessClass Online Bill Pay is unable to update or change your personal information (such as name, address, phone numbers and e-mail addresses) with the electronic Biller. You must make any changes to this information by contacting the Biller directly. It is also your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill. By choosing to receive any bill electronically, you authorize us to provide to the Biller your e-mail address, service address, or any other personal data about you specifically requested by the Biller.

ii. Activation.

When you activate the electronic bill function for any Biller, we will notify the Biller of your request to receive electronic bills. The period of time between your request for electronic bills and your receipt of your first electronic bill varies from Biller to Biller, and may take up to sixty (60) days, depending on the Biller's billing cycle. Each Biller reserves the right to accept or deny your request to receive electronic bills. Each Biller also will determine, in its sole discretion, whether you may receive a paper copy of your statement(s) in addition to your electronic bill.

iii. Authorization to Obtain Bill Data.

By activating the electronic bill function for any Biller, you authorize us to obtain bill data from that Biller on your behalf. For some Billers, we may ask you to provide us with your user name, password and other information for that Biller (the "Content"). By providing us with the Content, you authorize us to use the Content to obtain your bill data. By providing us with the Content for any Biller, you represent to us that you are authorized to act on behalf of any other person to whom the Content relates, and you authorize us to use that Content to obtain your bill data from that Biller.

iv. Delivery of Electronic Bills.

In addition to presenting your bills within Bill Pay, we may send an e-mail notification to the e-mail address listed for your account. It is solely your responsibility to assure that your e-mail address is current and accurate. In the event you do not receive notification about any bill, it is your responsibility periodically to sign on to Bill Pay and to check on the delivery of new electronic bills. If you fail to receive an electronic bill from any Biller, it is your responsibility to contact that Biller directly to obtain a statement of your account. You are responsible for assuring timely payment of all of your bills, and we shall have no liability for your failure to receive a bill from a Biller.

v. Cancellation of Electronic Bills.

Each electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment for some or all Billers at any time. Although Bill Pay will notify each Biller when you cancel electronic bill delivery from that Biller, you are solely responsibility to make arrangements for an alternative form of bill delivery. The period of time between your cancellation of electronic bills and your receipt of your bills in an alternative form varies from Biller to Biller, and may take up to sixty (60) days, depending on the Biller's billing cycle. Once you have cancelled electronic bills from a Biller, we have no responsibility to present any electronic bill from that Biller, including bills already in process at the time of cancellation.

vi. Non-Delivery of Bills.

It is your responsibility to know the amounts you owe to each of your Billers and to pay all amounts when due. We shall have no liability if you fail to receive an electronic bill from any Biller. You must request copies of previously delivered bills directly from the Biller.

vii. Accuracy and Dispute of Electronic Bill.

We are not responsible for the accuracy of any electronic bill. We are responsible only for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Biller directly. Your election to receive electronic bills does not alter your liability to your Billers or the obligations that currently exist between you and your Billers.

d. Stop Payment Requests.

You may use this function to request the Bank to stop any payment on any Payment Account (regardless of whether that payment was scheduled through Compass BusinessClass Online Bill Pay). You should submit any stop payment request as soon as possible. If the payment that you wish to stop was scheduled through Compass BusinessClass Online Bill Pay, please refer to Section 4.b.ix of this Agreement for additional information. The charge for each stop payment request submitted through your Subscription will be the fee described in Section 5 below, instead of any charge provided in an Account Agreement. This fee will be charged regardless of whether the Bank is able to stop the payment. If you submit a stop payment request by calling the Bank, the charge will be the fee provided in the applicable Account Agreement, instead of the charge described in Section 5 below.

e. Tax and Payroll Payments.

In order to initiate prepaid credit entries for payroll and tax payments through the Automated Clearinghouse (ACH) network (the "ACH Service"), you first must enter into an addendum to this Agreement for this Service.

f. Outgoing Wire Transfers.

In order to make outgoing wire transfers (the "Wire Transfer Service"), you first must enter into an addendum to this Agreement for this Service.

5. Charges for Compass BusinessClass Online® Banking.

a. Monthly Fee.

You agree to pay the applicable monthly fee shown in the Bank's schedule of service charges for the Compass BusinessClass Online Banking plan you have chosen to receive, as that schedule may be revised from time to time (the "Service Charge Schedule"). The monthly fee will be charged whether or not you use any Service during any given month.

b. Additional Usage-Based Fees.

You also agree to pay the usage-based fees shown in the Service Charge Schedule.

c. About Fees Generally.

You authorize the Bank to deduct the monthly fee and, except as otherwise provided in any addendum to this Agreement for the ACH Service, Wire Transfer Service or otherwise, any usage-based fee from the Online Banking Account with the Bank that you designated as the Service Charge Account on your application for Compass BusinessClass Online Banking or otherwise designated in writing to the Bank. If the Available Funds in the designated Service Charge Account are insufficient to pay any fees due under this Agreement or any additional agreement for the ACH or Wire Transfer Services, you authorize the Bank to deduct these fees from any other Online Banking Account included within this Subscription. You agree that any fee for a copy of a check or deposit slip may be charged to the Online Banking Account on which the check was written or to which the deposit was made.

The Service Charge Schedule is provided to you when you initially subscribe to the Services, and certain usage-based fees may be provided to you when you use the related Service. Fees for any new or additional Service will be provided when you agree to that Service, and will become part of the Service Charge Schedule. The Bank may revise the Service Charge Schedule to change, add or delete fees for any one or more Services by following the procedures provided in Section 18 for changing this Agreement. In addition to the fees noted on the Service Charge Schedule, any service charges and fees provided for in the Account Agreement for each Online Banking Account will continue to apply.

6. Security Procedure for Online Banking Accounts.

By subscribing to the Compass BusinessClass Services, you have chosen to access the Online Banking Accounts with the Bank in accordance with the following security procedure.

When you sign up for Compass BusinessClass Services, you will be required to identify the individual who will administer your business' use of the Compass BusinessClass Services (the "Company Administrator"). If you are a sole proprietor, you will serve as the Company Administrator. If you are a business entity, Company Administrator must be an individual who is authorized by resolution to serve in this position. The Company Administrator is responsible for:

The Company Administrator and any Additional Administrator (each, an "Administrator";) is individually entitled:

In designating any Authorized User, any Administrator also must designate each Online Banking Account that the Authorized User will be entitled to access and each function that the Authorized User will be entitled to perform with respect to that Online Banking Account.

The Company Administrator will be provided with an identification code for your business ("Company ID"), a personal ID code ("Login ID"), and a personal identification number (a "PIN"). In designating any individual as an Authorized User or an Additional Administrator, any Administrator must assign to that individual both a temporary PIN (which the individual must change when initially logging in to Compass BusinessClass Services), and a Login ID. In order to log in to Compass BusinessClass Online Banking, an Authorized User or Administrator must enter the Company ID, that User/Administrator's Login ID, and that User/Administrator's PIN. Any Administrator and Authorized User may create their own substitute PINs at any time.

In addition to the Login IDs and PINs described above, each Administrator and Authorized User will be required to select or create one or more alphanumeric codes (each, a "Personal Code"), images (each, a "Security Image"), phrases (each, a "Security Phrase"), question with a matching answer (each a "Challenge Question") or other types of security codes (referred to collectively as the "Compass Site IDs"). Each Administrator and Authorized User may be required to select separate Compass Site IDs for certain Services available under your Subscription. The Company ID, the Login IDs, and the PINs, together with the Compass Site IDs, are referred to as the "Security Codes." In selecting Security Codes, each Administrator and Authorized User should select items that are different from any other security code that you or they may have for other Compass products or for other secure accounts you or they may have with others. The Security Codes must be used to gain access to your Subscription, and the Bank will not allow access to your Online Banking Accounts through your Subscription without the Security Codes.

You agree that use of the Security Codes will authenticate the identity of each Administrator and Authorized User and verify the instructions submitted through your Subscription. Security Images and Security Phrases or other items from your Compass Site ID will be presented to you on our site to help you distinguish the Compass BusinessClass Online Banking site from a site fraudulently created to look like the Bank's site (sometimes called a "phishing" or "pharming" site). You agree to instruct all Administrators and Authorized Users not to attempt to access a site that appears to be the Bank's site but does not present the Security Image, Security Phrase, or other item that they each selected or created as their personal Compass Site IDs.

In order to prevent unauthorized access to the Online Banking Accounts and unauthorized use of the Compass BusinessClass Services, you agree to maintain the confidentiality of the Security Codes, and to instruct all Administrators and Authorized Users also to maintain the confidentiality of the Security Codes. You also agree to review promptly each periodic statement you receive from the Bank for an Online Banking Account in order to detect any unauthorized transactions. You recognize that anyone possessing the Security Codes can access the Online Banking Accounts and initiate transactions on those Accounts. To the fullest extent permitted by applicable law, you are responsible for all transactions initiated by any individual that, through the actions or inactions of you or any Administrator or Authorized User, is allowed to obtain the Security Codes or otherwise to gain access to your Subscription for Compass BusinessClass Online Banking. You agree that you are responsible for maintaining the confidentiality of all Security Codes, and for implementing the necessary internal controls, balancing and reconciliation functions, and audit procedures to protect your Subscription and all Online Banking Accounts from theft or misuse.

You agree that the use of the Security Codes constitutes a commercially reasonable security procedure for you. You agree to be bound by all requests, communications, or other instructions to the Bank that are initiated under your Subscription and in compliance with this security procedure (including any transfer requests, Bill Pay payment requests, stop payment orders and, if applicable, payment orders and requests for cancellation or amendment of payment orders for ACH entries and wire transfers), regardless of whether or not you actually authorized the instruction. If any instruction initiated under your Subscription and accepted by the Bank in compliance with this security procedure contains any error, to the full extent allowed by law you shall be liable for, and shall indemnify the Bank against any claims, losses and expenses the Bank may incur that arise from or relate to the erroneous instructions. The Bank's records demonstrating compliance with this security procedure will be deemed conclusive proof that the payment order received by the Bank was authorized and that you are bound by those instructions.

7. Periodic Statements.

For any Online Banking Account from which or into which any transfer or payment initiated through Compass BusinessClass Online® Bill Pay has been made during a particular month, the Bank will mail or deliver to you a periodic statement for that month on that Online Banking Account

For all other Online Banking Accounts, you will receive a periodic statement at least quarterly. In addition to reflecting your other account activity, your statements will include a description of any completed transfers or Bill Pay payments you authorized through the Compass BusinessClass Services. You agree that you are responsible for reviewing promptly each periodic statement on an Online Banking Account in order to detect any unauthorized transactions.

8. Reporting Unauthorized Transactions or Access to Security Codes.

If you believe that any Security Code is subject to unauthorized use or that an unauthorized transaction may be or has been made from an Online Banking Account, telephone the Bank immediately at: 1-800-273-1057.

If you are unable to call, you may write the Bank at:

Compass Bank
Compass BusinessClass Online Banking
Customer Service Department
P. O. Box 10566
Birmingham, Alabama 35296

You agree to take any reasonable actions requested by the Bank to prevent unauthorized transactions to your Online Banking Account.

9. Limitations on Your Liability for Electronic Transfers From or To Consumer Deposit Accounts.

To the fullest extent permitted by law, you are responsible for all transfers and bill payments initiated or authorized using your Subscription to Compass BusinessClass Online Banking. If you disclose the Security Codes to any person, allow any person to obtain the Security Codes, or otherwise permit any person to use your Subscription, you will have authorized that person to access the Online Banking Accounts and you are responsible for any transactions that person initiates or authorizes from the Online Banking Accounts.

Notify the Bank at once if you believe any Online Banking Account has been accessed or the Security Codes have been used without authorization. Contacting the Bank immediately by telephone will help you and the Bank reduce possible losses.

Also, notify the Bank immediately if any periodic statement shows a transaction on an Online Banking Account that you did not make.

For any Online Banking Account that is a consumer account, you could lose all the money that is in the Online Banking Account. You can lose no more than $50 if you notify the Bank within two (2) Business Days of discovering any unauthorized use of your Subscription or unauthorized access to the Security Codes. However, you can lose as much as $500 from the consumer account if you do not notify the Bank within two (2) Business Days after discovering the unauthorized use and the Bank can prove that it could have prevented the unauthorized use if you had notified the Bank.

Also, notify the Bank immediately if any periodic statement shows a transaction on an Online Banking Account that you did not make. In order to limit your losses from a consumer account, you must notify the Bank within sixty (60) days after the Bank sends you a periodic statement for the consumer account showing a transaction that you did not authorize. If you do not notify the Bank within sixty (60) days after the statement was sent to you, you may not receive back any money you lost after the sixty (60) day period if the Bank can prove that it could have prevented those losses if you had given notice to the Bank in time. If a good reason, such as extended travel or hospitalization, prevents you from promptly notifying the Bank, the specified time periods may be extended to reasonable periods.

10. Bank's Responsibility for Consumer Accounts.

For any Online Banking Account that is a consumer account, the Bank is responsible for any damages you incur in connection with that account if the damages were proximately caused by the Bank's failure to complete transfers and bill payments on time or in the correct amount according to your properly entered and tran®itted requests and the terms and conditions of this Agreement and any Account Agreements, as provided by applicable law. However, the Bank will not be liable under certain circumstances, including:

There may be other exceptions to the Bank's liability as stated in this Agreement and your Account Agreements and as provided by applicable law.

Except as otherwise provided by applicable law, neither the Bank, its service providers, nor their respective affiliates shall be liable to you or any other person under any circumstances for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, including attorney's fees and lost profits (even if advised of the possibility of such damages) arising in any way out of the installation, use, or maintenance of the Computer (including your e-mail address), the Software and/or Compass BusinessClass Online Banking.

11. Your Liability for Commercial Accounts.

Unless you notify the Bank pursuant to Section 8 above that any of the Security Codes described in Section 6 above is subject to unauthorized use or that you suspect unauthorized transactions on an Online Banking Account, you acknowledge that the Bank is entitled to rely on and deem the use of the Security Codes to access to the Compass BusinessClass Services as your authorization for every transaction involving the Online Banking Accounts that are commercial accounts. Neither the Bank, its service providers nor their respective affiliates will have any liability to you for any unauthorized payment or transfer made using the Security Codes that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. Authorization of transfer requests and payment requests through the Compass BusinessClass Services by means of the Security Codes shall be considered the same as your signed authorization and instruction for the Bank to perform any and all actions relating to the transactions requested. You agree to be bound by any transaction on any of your commercial accounts that is initiated through the Compass BusinessClass Services by means of the Security Codes and accepted by the Bank in accordance with the security procedure outlined in this Agreement, regardless of whether or not you actually authorized the transaction. You agree not to attempt to use, and to instruct all Administrators and Authorized Users not to attempt to use your Subscription if you or they have reason to believe that the Service is not functioning properly.

12. Limitation of the Bank's Liability for Commercial Accounts.

Notwithstanding any other provision in this Agreement, and to the fullest extent permitted by applicable law, neither the Bank, nor its affiliates, its third party service providers or their affiliates (together referred to as the "Service Providers and Affiliates") shall be liable, and you release and waive any and all claims against the Bank, and the Service Providers and Affiliates for any and all losses, damages, claims, judgments, costs and expenses incurred by you or by any other person or entity, whether or not acting as your agent or employee, arising from or relating to anything the Bank, or the Service Providers or Affiliates have done or failed to do, whether under this Agreement or otherwise, in connection with Compass BusinessClass Online Banking or any Online Banking Account that is a commercial account (including, but not limited to, improper calculation or processing; transfer of funds or failure to transfer; dishonor or failure to dishonor; payment, stop payment, or failure to pay or stop payment; processing of electronic transfer entries; or loss or delay of electronic transfer entries, items, instruments, input data and materials during transfer to or from the Bank) unless you prove that such losses, damages or costs resulted solely from the Bank's bad faith or gross negligence or breach of this Agreement; provided however, except as otherwise required by applicable law, neither the Bank nor the Service Providers and Affiliates shall be liable to you or any other person:

The liability of the Bank and the Service Providers and Affiliates under this Agreement for any errors in making a payment or transfer in accordance with the instructions provided through your Subscription shall be limited as follows:

The limitations on the liability of the Bank and the Service Providers and Affiliates that are provided in this Agreement are in addition to, and shall not diminish, any limitations on this liability contained in any applicable Account Agreement or any other agreement between you and the Bank.

13. Disclosure of Account Information to Third Parties.

We may disclose information to third parties about the Online Banking Accounts and the transactions on each Account to the fullest extent permitted by law. For any Online Banking Account that is a consumer account, any such disclosure will be made in compliance with our Consumer Privacy Disclosure, which previously was provided to you and which may be modified from time to time. We will disclose information to third parties about your consumer and commercial Online Banking Accounts and the transactions you make in the following situations:

14. Error Resolution.

In case of errors or questions about transactions to or from an Online Banking Account initiated using the Services, contact the Bank immediately. Telephone the Bank at: 1-800-273-1057, or write the Bank at:

Compass Bank
BusinessClass Customer Service Department
P. O. Box 10566
Birmingham, AL 35296

You must contact the Bank about any errors or questions within the time periods specified below, which vary depending on whether the error or question relates to a consumer account or a commercial account.

a. Consumer Accounts

If you think your statement is wrong or if you need more information about a transaction listed on the statement, the Bank must hear from you no later than sixty (60) days after it sent to you the FIRST statement on which the problem or error appeared. If you only request more information about a transfer, you must contact the Bank about any suspected error related to that transfer within sixty (60) days after the Bank sends or delivers the requested information to you.

If you tell the Bank orally, the Bank may require that you send it your inquiry or question in writing within ten (10) Business Days.

The Bank will tell you the results of its investigation within ten (10) Business Days after it hears from you and will correct any error promptly. If the Bank needs more time, however, it may take up to 45 days to investigate your complaint or questions. If the Bank decides to do this, the Bank will provisionally credit your account within ten (10) Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes the Bank to complete its investigation. If the Bank asks you to put your complaint or question in writing and does not receive it within ten (10) Business Days, the Bank may not credit your account.

If the Bank decides that there was no error, it will send you a written explanation within three (3) Business Days after it finishes its investigation. You may ask for copies of the documents that the Bank used in its investigation.

b. Commercial Accounts.

You agree to act in a prompt and reasonable manner in reviewing any account statement, notice or other communication we send to you and reporting any error to us. You will have acted in a prompt and reasonable manner if you notify us of an error or other question arising from your Subscription within thirty (30) days after we mail or e-mail you a statement of your account or notice that your statement is available online. If you phone us, we may request that you give us the information in writing. We will investigate your claim and respond to your request in a commercially reasonable period of time.

15. Information Authorization.

We reserve the right to refuse or cancel your Subscription to the Compass BusinessClass Services if we cannot verify your identity or confirm information about you. You agree that we and any service provider we use to provide Bill Pay services to you may obtain a credit report on you at any time from any credit reporting agency. In addition, you authorize each Biller to provide us with any information regarding you or your account with that Biller that we may request.

16. Arbitration and Waiver of Jury Trial.

a. Arbitration Provisions.

By obtaining a subscription to Compass BusinessClass Online Banking, you agree that, if a dispute of any kind arises under this Agreement or the use of the Compass BusinessClass Services, or relates to any of the Online Banking Accounts or any transactions involving these Accounts, either you or we can choose to have that dispute resolved by binding arbitration. This arbitration provision limits your ability to litigate claims in court and your right to a jury trial. You should review this section carefully. You will not have the right to participate as a class representative or member of any class of claimants for any claim subject to arbitration. Arbitration is usually an informal proceeding in which disputes are decided by one or more neutral arbitrators who receive the evidence at a hearing and then issue a binding ruling in the form of an award. You and we understand that discovery and other procedures in arbitration may be more limited than discovery in court proceedings and that the ability to modify, vacate, or appeal an award by an arbitrator(s) is limited.

You and we agree, upon written demand made by you or us, to submit to binding arbitration all disputes, controversies, and claims, whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise from or relate to this Agreement, an Online Banking Account, a Service, any transaction involving an Online Banking Account or a Service, or any advertisements, promotions, or oral or written statements related to this Agreement, an Online Banking Account, a Service, the relationships that result from this Agreement (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this arbitration provision), or the scope or enforceability of this Agreement (collectively, a "Claim"). All parties retain the right to seek relief in a ®all claims court for disputes or claims within the scope of the jurisdiction of the ®all claims court. You or we may choose either the American Arbitration Association ("AAA") or the National Arbitration Forum ("NAF"), within ten (10) days of the written demand for arbitration, to conduct any arbitration under this Agreement, or you and we may agree upon a different arbitrator. In any event, any arbitration under this Agreement shall be conducted in accordance with the applicable arbitration rules of the arbitrator or arbitration organization ("Rules"). If an arbitrator other than the AAA is chosen, the Rules of the AAA will be applied to any circumstance that is not addressed by the Rules of the chosen arbitrator. In the event of any inconsistency between this Agreement and the Rules to be used for an arbitration, such inconsistency shall be resolved in favor of this Agreement. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the "FAA") shall apply to the construction, interpretation and enforceability of this Agreement notwithstanding any other choice of law provision contained in this Agreement.

Either you or we may initiate arbitration by giving written notice of the intention to arbitrate to the other party and by filing notice with the AAA or the NAF in accordance with the Rules in effect at the time the notice is filed. The demand for arbitration may be made before or after commencement of any litigation. You should contact the AAA at 800-778-7879 or www.adr.org, or the NAF at 800-474-2371 or www.arb-forum.com, for more information about arbitration. If for any reason the AAA or the NAF is unable or unwilling to serve as arbitration administrator, or you and we are unable to agree on another arbitrator, we will substitute another national or regional arbitration organization.

Demand for arbitration under this Agreement must be made before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the Claim also is barred in arbitration. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or other doctrine bars the arbitration of any Claim shall be decided by arbitration in accordance with the provisions of this Agreement.

A Claim by, or on behalf of, other persons will not be considered in, joined with, or consolidated with, the arbitration proceedings between you and us, and a Claim shall not be arbitrated on a class action, private attorney general, or other representative basis. Any dispute regarding the prohibitions in the prior sentence shall be resolved by the arbitrator(s) in accordance with this agreement.

Nothing in this arbitration provision shall limit the right of you or us, whether before, during, or after the pendency of any arbitration proceeding, to exercise any self-help remedies, such as set-off or repossession and sale of collateral, or to obtain provisional or ancillary remedies or injunctive or other traditionally equitable relief, such as filing an interpleader action. You and we agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand arbitration at any time with respect to any subsequent or amended Claim filed against you or us after commencement of litigation between you and us.

When the aggregate of all Claims by both you and us does not exceed $100,000, any expedited procedures provided in the Rules ("Expedited Procedures") shall apply and a single arbitrator shall decide the Claims. Where the aggregate of all Claims by both you and us exceeds $100,000, a panel of three arbitrators shall decide all Claims. Each arbitrator, whether or not acting under the Expedited Procedures, shall be an active member in good standing of the bar for any state in the continental United States and shall be either: actively engaged in the practice of law for at least five (5) years or a retired judge.

You and we agree that the arbitrator(s): shall limit discovery to matters directly relevant to the arbitrated dispute; shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; shall have authority to grant relief only with respect to Claims asserted by or against you individually; shall not have any authority to require, as part of any relief granted, that you and we continue any relationship we may have under this Agreement or otherwise; and shall provide a brief written explanation of the basis for the award upon the request of either party and shall make specific findings of fact and conclusions of law to support any arbitration award that exceeds $25,000. Unless inconsistent with applicable law, each party shall bear the expense of its respective attorney, expert, and witness fees, regardless of which party prevails in the arbitration. Upon written request by you, for claims up to $50,000, we will pay to the AAA or NAF the portion of the arbitration filing fee that exceeds the cost of filing a lawsuit in the federal court where you live. Upon written request by you, we may elect, at our sole discretion, to pay or advance some or all of any remaining arbitration fees and other costs. The arbitrator will decide whether we or you ultimately will be responsible for paying any fees or other costs in connection with the arbitration. Any arbitration proceedings shall be conducted in the federal judicial district of your residence. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.

If you or we are seeking to bring a joined, consolidated, or class action and if the portion of this arbitration provision that prohibits the arbitration of joined, consolidated, or class actions is deemed invalid or unenforceable, then the entire arbitration provision shall be void and unenforceable. If any portion of the arbitration provision other than the prohibition against the arbitration of joined, consolidated or class actions is deemed invalid or unenforceable, the remaining portions of the arbitration provision will remain valid and enforceable. This arbitration provision shall survive termination of this Agreement and the closing of any and all of the Online Banking Accounts.

b. Waiver of Jury Trial.

This provision limits your right to a jury trial. You should review this section carefully. If (i) neither you nor we seek to compel arbitration of any dispute we have related to this Agreement, any Online Banking Account, or any transactions involving an Online Banking Account, or (ii) some or all of the arbitration clause is unenforceable and we are in a dispute in a court, then each of us agrees to waive any right we may have to a jury trial to the extent allowable under the laws of the state that govern this Agreement.

17. Business Days and Hours of Operation.

For the purposes of this Agreement, the term "Business Day" means Monday through Friday, excluding all holidays recognized by the federal government. You can use your Computer, Server, and Software 24 hours a day, seven days a week; however, your access to the Compass BusinessClass Services may be restricted during regular daily maintenance periods and any special maintenance periods. The Bank can process requests for transfers and bill payments only on Business Days.

18. Changing this Agreement.

The Bank may change this Agreement from time to time, as follows:

Your continued use of the Services following the effective date of a change signifies your acceptance of the change.

19. Termination.

Either you or the Bank may terminate your Subscription to Compass BusinessClass Online Banking either in its entirety or to any one or more of the Services provided under this Agreement at any time upon giving written notice of the termination to the other party. You also may terminate this Subscription in its entirety or any one or more Services provided under this Agreement at any time by calling 800/273-1057. If you terminate your Subscription, you authorize us to continue making any transfers (including, if applicable, any transfers initiated through the ACH Service or Wire Transfer Service) and Bill Payments you have previously authorized until such time as we have had a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice, we will make no further transfers or payments from your Online Banking Accounts, including any transfers or payments you previously have authorized. If the Bank terminates your use of Compass BusinessClass Online Bill Pay, the ACH Service, or the Wire Transfer Service, the Bank reserves the right to make no further transfers or payments from the Online Banking Accounts, including any transfers or payments you previously have authorized. The provisions of this Agreement that relate to any obligation or liability arising prior to termination, or to the resolution of any dispute regarding such obligation or liability, shall survive termination of the Agreement. By way of example and without restricting the foregoing, Sections 5, 9, 10, 11, 12, 13, 14, and 16 shall survive the termination of this Agreement.

20. Notices.

We may provide notice to you either by mail or electronically. If we choose to provide the notice to you by mail, we may mail it separately or with other information to any address in our records for your Online Banking Accounts. If we choose to provide notice electronically, we may send the notice either: (a) to one or more of the e-mail addresses we have on our records for you for your Subscription, or (b) to you through your Subscription so that you receive the notice when you log in to Compass BusinessClass Online Banking or when you select a Service to use. You accept responsibility to assure that the contact information in your user profile for your Subscription is always current and accurate. This contact information includes, but is not limited to, your name, address, phone numbers, and e-mail addresses. You may make changes to your e-mail address within Compass BusinessClass Online Banking, but you must contact Customer Service to make other changes to your user profile. You may contact us as provided in Section 8.

21. Changes to Your Contact Information.

It is solely your responsibility to assure that the contact information in your user profile within Compass BusinessClass Online Banking is current and accurate. This includes, but is not limited to, name, address, phone numbers and e-mail addresses. You may make changes to your e-mail address within Compass BusinessClass Online Banking, but you must contact Customer Service (as provided in Section 8) to make other changes to your user profile. Any changes regarding a Payment Account must be made in accordance with the procedures outlined within "help" files for Compass BusinessClass Online Bill Pay. Any changes may become effective immediately for scheduled and future payments paid from the updated Payment Account information. The Bank shall have no liability for any payment processing errors or any fees you may incur if you do not provide accurate Payment Account or contact information.

22. Representations and Warranties.

You represent, warrant, and covenant to and with the Bank: (a) if your business is an entity, it is duly organized, validly existing, and in good standing in the state of its organization, and the execution, delivery and performance of all documents or agreements provided in connection with the Wire Transfer Service are within its powers, have been duly and validly authorized, and do not contravene its charter, by-laws, or any indenture, agreement, undertaking, law, regulation or order binding it; (b) no approval, consent or authorization of any government authority is necessary for you to obtain the Wire Transfer Service from the Bank; and (c) the terms and conditions contained in this Addendum are valid and binding obligations that are enforceable against you in accordance with their terms.

23. General Provisions.

The validity, construction and enforcement of this Agreement shall be governed by the laws of the state in which each Online Banking Account was opened, without regard to its conflicts of laws, and by applicable federal laws and regulations; provided, however, in the event of a dispute regarding services provided on behalf of the Bank by CheckFree Services Corporation, then this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws.

To the extent permitted by applicable law, if any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and, if practicable, the invalid or unenforceable provision will be reformed to achieve its intended purpose.

The Bank shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank. No delay or omission on the part of the Bank 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 rights or remedies on future occasions. Any waiver shall be effective only for the specific purposes, circumstances and duration provided in that waiver.

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

Absent manifest error, the records of the Bank shall be conclusive evidence with respect to the matters governed by this Agreement.

The terms and conditions set forth in this Agreement, including any Addendum for the ACH Service, the Wire Transfer Service or otherwise, constitute the entire agreement between the parties, supersede all prior agreements relating to the Services provided under this Agreement, and shall not be modified except as provided in Section 18 or by a written instrument duly executed by the Bank and you.

All of the Bank's obligations, responsibilities and covenants set forth in this Agreement, whether express or implied, shall be suspended if at any time the Bank's compliance is prevented by, or is in conflict with, any federal or state law, regulation or rule, the order of any court of competent jurisdiction, acts of God or of the public enemy, war, epidemic, strike, lockout, riot, weather condition, equipment failure or malfunction, material shortage, electric power disruption or shortage, communication failure or other condition or circumstance not wholly controlled by the Bank.

Nothing in this Agreement nor any course of dealing between you and the Bank constitutes a commitment or obligation to lend money or extend credit to you or to otherwise advance money to you for any reason, including payment of any check, ACH entry, wire transfer or other item that is in excess of the Available Funds in the Online Banking Account or is contrary to the Bank's published availability schedules.

24. Assignment and Service Providers.

You may not assign this Agreement or your rights or responsibilities under this Agreement to any other party, and any attempted assignment shall be null and void. The Bank may assign this Agreement to any affiliated entity or any successor. The Bank also may assign or delegate any or all of its rights and responsibilities under this Agreement to one or more independent contractors or other third party service providers, and any rights or responsibilities so assigned or delegated may be exercised or enforced by either the Bank or its service provider.

25. Exclusions Of Warranties.

Compass BusinessClass Online Banking is provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.