Business Debit Card Agreement and Disclosure

1. THE AGREEMENT:
This Business Debit Card Agreement and Disclosure (the “Agreement”) covers your use of the Business Debit Card (“Card”) associated with your Business Account(s) (herein called the “Business Accounts” or the “Account(s)”), and Frost’s 24-hour Automated Phone Line (“24-Hour Phone Services”). Capitalized terms that are not defined in this Agreement shall have the meaning provided in the “Frost Bank Deposit Account Agreement and Other Disclosures” (the “Deposit Account Agreement”).

A. The account number on the Card along with the personal identification number (“PIN”) may be used by an “Authorized Cardholder” to activate 24-Hour Phone Services when you designate an Authorized Cardholder’s access on the Business Debit Card Request Form (“Request Form”).

B. The words “we,” “us,” “our,” and “Bank” refer to Frost Bank. The words “you,” “your,” and “yours” refer to the account owner as identified on the Request Form, or a person authorized to act for the account owner, or any Authorized Cardholder or anyone else who uses the Card with permission (all of those persons together shall be referred to in this Agreement as “your users”).

C. You make this Agreement on behalf of you and all of your users.

D. You expressly promise that:
(i) You and all of your users are allowed to withdraw from the Deposit Accounts and/or advance from the Loan Accounts (as defined in Section 2 below) held by Bank in your, or your company’s, name any and all amounts available in the Deposit Accounts and Loan Accounts, as applicable;
(ii) You have the right to permit any of your users to use 24-Hour Phone Services as relates to all of your Deposit Accounts.

E. By keeping, using or letting another person use the Card, you accept all the terms of this Agreement as amended from time-to-time, and including any attachments, exhibits, Schedules or supporting documentation.

2. BUSINESS PURPOSE AND OTHER AGREEMENTS:
You agree that only demand deposit accounts, or other deposit or asset accounts (“Deposit Accounts”) and loan accounts or credit line accounts (“Loan Accounts”) established solely for business purposes (each a Business Account) will be used for all Transactions under this Agreement and the Request Form. For purposes of this Agreement, a “Transaction” means any action you or an Authorized Cardholder initiates, requests or conducts using the Card and 24-Hour Phone Services and/or online banking products and services (“Online Banking Services”) as set forth in the Bank’s Online Banking Agreement & Disclosure (as may be amended from time to time, the “Online Banking Agreement”), including but not limited to any Electronic Funds Transfer. An “Electronic Funds Transfer” or “Transfer” means any transfer of funds initiated through use of the Card or 24-Hour Phone Services or Online Banking Services for the purpose of ordering, instructing or authorizing Bank to debit or credit any of your accounts.

A. YOU AGREE THAT NO TRANSACTIONS WILL BE MADE USING DEPOSIT ACCOUNTS OR LOAN ACCOUNTS ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. YOU UNDERSTAND THAT USE OF THE CARD IS NOT SUBJECT TO THE FEDERAL RESERVE BOARD’S “REGULATION E” GOVERNING ELECTRONIC FUNDS TRANSFERS FOR CONSUMER TRANSACTIONS, AND YOU ASSUME FULL RESPONSIBILITY AND LIABILITY AS SET FORTH IN SECTIONS 7 AND 10 OF THIS AGREEMENT.

B. You agree that only a Deposit Account that is also a checking account will be listed as a Designated Account as defined herein.

C. You understand that any of Bank’s Deposit Account Agreement, the Online Banking Agreement, any Loan Account Agreement, any Schedule(s) or any other agreements or documents that govern or apply to any of your accounts (all as amended from time to time) will continue to be effective for any Deposit Accounts or Loan Accounts accessed by the Card, Frost Online Banking Services and 24-Hour Phone Services.

D. You acknowledge and agree that you are required to read and understand any and all statements and agreements as referenced in C. of this Section 2 before using the Card, Online Banking Services, or the 24-Hour Phone Services. You also agree that by using such Services to make any Transactions or requests requiring your signature, we will consider you to have signed, and are therefore also be bound by, any applicable deposit or withdrawal order, or any similar document or instrument by the use of your PIN.

3. BUSINESS DEBIT CARD:
A. The Card is the automated teller machine (“ATM”) and debit card that accesses the commercial Deposit Account designated on the Request Form (“Designated Account”). Each Card should show your business name as an account owner and/or cardholder, your Card account number, and our name as issuer. By the term “Card” we also mean any renewal card(s) we issue to you in connection with the Designated Account(s).

B. Each Transaction you or your user initiates using the Card is an “item” under the Deposit Account Agreement.

C. A merchant or other financial institution to which you or your user presents the Card may obtain prior authorization for the Transaction. Such person will, at Bank’s discretion, be authorized to undertake the requested Transaction. When Bank issues an authorization, Bank will reduce your Available Balance in the Designated Account by the Transaction amount. When the merchant or financial institution receives such authorization from us, they will transmit the charge on the Designated Account to Bank, and Bank will then withdraw funds from the account.

4. 24-HOUR AUTOMATED PHONE SERVICES:
A. Bank’s 24-Hour Phone Services gives your users access to your Designated Account(s) as listed on the Request Form and any of your other Deposit Accounts, Loan Accounts or other accounts with the Bank via 24-hour automated voice response telephone services. The Card account number used with the PIN selected by you or any Authorized Cardholder activates access to and use of the 24-Hour Phone Services.

B. YOU AGREE THAT BY GIVING ANY PERSON ACCESS TO 24-HOUR PHONE SERVICES YOU GIVE THAT PERSON ACCESS TO: (1) THE DESIGNATED ACCOUNT, AND (2) ALL OTHER DEPOSIT, LOAN OR OTHER ACCOUNTS HELD BY THE BANK FOR YOU. YOU EXPRESSLY ACCEPT ALL LIABILITY UNDER THIS AGREEMENT FOR ALL USE OF 24-HOUR PHONE SERVICES BY ANY AUTHORIZED CARDHOLDER.


5. AUTHORIZING AND ISSUING CARDS:
A. According to guidelines we established, you shall request by signing a Request Form that we issue one or more Card(s) to you. You must complete a separate Request Form for each individual Authorized Cardholder.

B. You promise that each Request Form will be executed with proper authority and agree to be bound by the terms and conditions of this Agreement.

C. You will deliver to us all documents we request to support the existence and continuing validity of the promise made in 5 A. above.

D. The Bank may, in its discretion and for any reason, decline to make further charges or initiate further Transactions against your Designated Account or any Deposit Account, Loan Account or other accounts held by the Bank for you. BANK WILL NOT BE LIABLE FOR SUCH ACTION, AND YOU WILL STILL BE LIABLE FOR ALL PREVIOUS CARD TRANSACTIONS.

E. Despite anything else that is stated in this Agreement, all Cards remain the property of the Bank, may be canceled by us at any time for any reason without notice, and you and all Authorized Cardholders must surrender all Cards to us if we so request.

F. Cards are not transferable.

G. You are solely responsible for selecting and approving Authorized Cardholders, and each Authorized Cardholder is in turn responsible for the security of their own PIN.

H. When completing a Request Form, you will select a DIFFERENT PIN to use with each separate Card Request Form submitted. You and any Authorized Cardholder(s) will not divulge your or their PIN, as the case may be, to any person nor authorize any person to use the Card except by a Request Form you submit to us.

I. You and Authorized Cardholder agree to allow Frost to share Authorized Cardholder name data with Visa and/or participating merchants to validate the Authorized Cardholder’s name through Visa’s Account Name Inquiry service for fraud mitigation purposes. You and Authorized Cardholder agree that the name on each Card will match the Authorized Cardholder’s legal name and that you and Authorized Cardholder will immediately inform Frost if the Authorized Cardholder’s name changes.

6. USING THE BUSINESS DEBIT CARD:

A. YOU PROMISE THAT ALL CARD TRANSACTIONS WILL BE FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD USE. YOU UNDERSTAND THAT THE USE OF THE BUSINESS DEBIT CARD IS NOT SUBJECT TO THE FEDERAL RESERVE BOARD’S “REGULATION E” GOVERNING ELECTRONIC FUNDS TRANSFERS FOR CONSUMER TRANSACTIONS, AND YOU ASSUME FULL RESPONSIBILITY AND LIABILITY AS SET FORTH IN SECTIONS 7 AND 10 OF THIS AGREEMENT.

B. You guarantee that all Authorized Cardholders and others in your employment will comply with all the terms and conditions of this Agreement.

C. You agree to provide a copy of this Agreement to each Authorized Cardholder.

D. Each Card may only be used by the designated Authorized Cardholder for that Card in combination with that Authorized Cardholder’s properly issued PIN to make withdrawals, transfers or to check balances at the Bank’s ATMs (or selected ATMs of other financial institutions), or for purchases (by PIN or signature) or to secure cash advances at certain bank locations.

E. An Authorized Cardholder can use the Card and PIN to access and activate Online Banking Services, via Internet connection to the Bank’s website, and can retrieve information and perform Transactions on all Deposit Accounts and Loan Accounts held for you by the Bank. Frost Online Banking Services are described further in the Online Banking Agreement.

F. An Authorized Cardholder may also use the Card and PIN to access and activate the following 24-Hour Phone Services:
     • Account balances and Transaction information, account statements, check copies and I.R.S. Form 1099 information related to interest reporting;
     • Transferring funds from your Deposit Accounts to other of your accounts held by Bank;
     • Account maintenance;
     • Ordering checks;
     • Customer assistance; and
     • Other services offered by Bank.

7.  LIABILITY/ UNAUTHORIZED USE/ INSUFFICIENT FUNDS:
A. EXCEPT UNDER THE LIMITED CIRCUMSTANCES SET FORTH BELOW, YOU ASSUME FULL RESPONSIBILITY, WILL BE LIABLE AND AGREE THAT BANK MAY CHARGE ANY OF YOUR DEPOSIT, LOAN OR OTHER ACCOUNTS HELD WITH THE BANK FOR THE AMOUNT OF EACH TRANSACTION IN WHICH A CARD ISSUED TO YOU OR ANY OTHER AUTHORIZED CARDHOLDER IS USED WHETHER OR NOT THERE ARE SUFFICIENT FUNDS IN THE ACCOUNT(S). If a requested Transaction results in an overdraft to your Designated Account or other Deposit Account, the Bank is authorized to charge any other of your accounts for the appropriate amount.

B. You and your users agree to notify Bank as soon as possible, after the loss or theft of any Card, disclosure of any PIN, or any unauthorized use of, or access to, a Card or PIN. In addition, you also agree to notify Bank as soon as possible, but not later than within thirty (30) calendar days from the mailing date of the account statement if your statement shows transactions that you, your users or any Authorized Cardholder did not make. Failure to report any fraudulent, unauthorized or erroneous Transactions for any payment made or charged to your commercial account(s) may prohibit you from recovering certain funds that were transmitted electronically, and may also preclude us from being able to return ACH Transactions in accordance with the National Automated Clearing House Association (“NACHA”) Operating Rules and Operating Guidelines. (Please refer to the separate Electronic Funds Transfer Agreement and Disclosure for further details). Notice may be given in person at any of our financial centers or by calling (800) 513-7678 and in all cases must be confirmed in writing within thirty (30) calendar days of discovery of the unauthorized use or Transaction(s) to:
     Frost Bank
     Customer Service
     P.O. Box 1600
     San Antonio, Texas 78296

C. With regard to any of our ATM, POS and Visa Business Debit Card Transactions processed through the Visa system, your liability limits will differ from those set forth herein if you report the unauthorized Transaction(s) to us within the timeframes set forth above. For Transactions processed through the Visa system (for example, use of your Card when no PIN is used), you understand that you will have no liability for unauthorized Transactions in accordance with the network’s respective policy regarding “zero liability” if you promptly report the unauthorized Transactions to the Bank. For Visa transactions, Bank may impose greater liability, to the extent allowed by law, if Bank reasonably determines that you or your users were either negligent or fraudulent in the handling of your account or any Card Transactions processed through the Visa System. We may reasonably determine that you or your users were negligent or that you or your users failed to exercise reasonable care, for instance, if you do not promptly report one (1) or more unauthorized Transactions to us. The zero liability limit does not apply to transfers made via Online Banking Services or 24-Hour Phone Services; liability limits for those types of transfers are addressed in, respectively, the Online Banking Agreement or Section 10 below.

D. Use of a Card and the 24-Hour Phone Services for all purchases and services is subject to: (i) limitation of your available funds from your Designated Account, other Deposit, Loan or other account(s) you have with Bank; and (ii) your or your user’s daily individual limit.

8. ERRONEOUS INSTRUCTIONS:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BANK IS NOT LIABLE FOR ANY LOSS ARISING FROM ANY INSTRUCTION, FUNDS TRANSFER ORDER, AMENDMENT OR CANCELLATION ERRONEOUSLY TRANSMITTED BY YOU OR ANYONE AUTHORIZED BY YOU, OR CONTAINING AN ERROR IN CONTENT AS PROVIDED BY YOU OR ANYONE AUTHORIZED BY YOU, REGARDLESS OF WHETHER BANK FOLLOWED THE SECURITY PROCEDURES OF THIS AGREEMENT.

9. INCONSISTENT NAME AND IDENTIFYING NUMBER:
A. If any funds transfer instruction you or your user gives to us describes any intended recipient, intermediary bank, or payee bank inconsistently so that the name and account number, or name and identification number, do not correspond, you agree that we may make payment solely on the basis of either the account number or identification number (whichever is applicable). You agree that even if a name you provide indicates a person or entity that does not own an account or identifies another bank or financial institution different from the one corresponding to the identification number, the account number or identification number controls.

B. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOUR OBLIGATION TO PAY THE BANK THE AMOUNT TRANSFERRED PURSUANT TO A FUNDS TRANSFER INSTRUCTION WILL NOT BE EXCUSED FOR ANY RELIANCE WE MAKE ON YOUR INSTRUCTIONS. YOU WILL REIMBURSE BANK FOR ANY LOSSES OR EXPENSES IT SUFFERS INCURRED AS A RESULT OF BANK’S RELIANCE ON THE ACCOUNT NUMBER OR IDENTIFYING NUMBER PROVIDED IN THE FUNDS TRANSFER INSTRUCTION.

10. YOUR LIABILITY FOR FUNDS TRANSFERS:
If Bank accepts any funds transfer, amendment or cancellation of transfer in good faith and in compliance with the security procedures of this Agreement and the Request Form, you agree to be bound by such funds transfer, amendment or cancellation instruction sent, even if such action was not authorized. If you or your user did not authorize a funds transfer but we relied on the instructions according to the security procedures, the Bank is entitled to enforce or retain payment for the funds transfer unless you can prove that the person making the funds transfer was not: (a) ever permitted by you to act on your behalf with respect to such funds transfer or the security procedures; or (b) someone who obtained access to your computers or learned your security procedures (such as a PIN), regardless of how such information was obtained or whether or not you were at fault, unless the Bank was grossly negligent.

11. SETTLEMENT OF OBLIGATIONS:
To the fullest extent permitted by applicable law, you allow us to obtain payment of your "obligations" to Bank under this Agreement by: (a) making debit or credit transfers to any of your Deposit Accounts; or (b) deducting the payment from the amount of any bank transfer. By "obligations" as used in this Section 11, we mean, without limitation, Bank fees and settlement for funds transfers initiated under this Agreement. When any of your Deposit Accounts are closed or any services are terminated, you agree that all obligations are immediately due and payable to Bank. You also agree we can withhold the amount of such obligations from any of your Deposit Accounts. Debiting a Deposit Account or deducting payment from the amount of any bank transfer is not our only remedy under this Agreement and does not constitute any election of remedies by Bank. The Bank also reserves all rights that it has under the provisions of the Deposit Account Agreement, the Online Banking Agreement and any other agreement governing your accounts.

12. FOREIGN CURRENCY TRANSACTIONS:
If you or your users use your Card to conduct a Transaction (purchase or ATM withdrawal) in a foreign currency, Bank will charge or credit your account for the U.S. Dollar equivalent of the Transaction as transmitted to us.

A. The Transaction amount will be converted to U.S. Dollars by the bank or network through which the transaction is processed using an exchange rate that the processor shall determine.

B. The date of conversion may differ from the purchase date and the posting date identified in the monthly statement for your Designated Account or other accounts with the Bank.

C. The exchange rate between the Transaction currency and the billing currency used for processing international Transactions is a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date. This rate may vary from the rate Visa itself receives, or the government-mandated rate in effect for the applicable central processing date.

D. Visa adds a 1% fee to cover the cost of the currency conversion. That fee is a separate Transaction that will post to your account. For Visa purchase Transactions, the fee will normally appear on your account at the same time as the Transaction for the item you purchased.

E. You agree to pay charges and accept debits for the converted Transaction amounts and the 1% conversion fee.

13. TRANSACTION ERROR/DELAYS:
Unless otherwise required by law, Bank shall have no liability for failing to complete a Transaction to or from your Designated Account, or applicable Deposit, Loan or other account(s) with the Bank, in its entirety, in a timely fashion, or in the correct amount. Bank may elect not to process a Transaction if:
     • We are unable to authenticate the request for the Transfer to our satisfaction;
     • There is any inconsistency between a requested Transaction and any information previously provided to us;
     • It appears that the Transaction would be prohibited by court order, garnishment, tax levy, or the like;
     • Through no fault of ours, you do not have enough money in your account to make the Transfer or perform the Transaction;
     • The intended recipient is someone that is on a government “prohibited persons” list, or a fraud list, or we otherwise believe in our sole opinion, should not receive the money in question;
     • The ATM where you are making the Transfer does not have enough cash;
     • The system is not working properly and you know about the break down when you start the Transfer;
     • Circumstances beyond our control (such as fire, flood or electrical power failure) prevent the Transfer, despite reasonable precautions that we have taken; and
     • Other reasonable reasons that result in us not completing the Transactions.

14. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES:

A. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT, BANK AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, SHALL NOT BE LIABLE TO YOU OR YOUR USERS OR TO ANY OTHERS FOR DAMAGES IN EXCESS OF YOUR ACTUAL LOSSES OR DAMAGES UP TO THE AMOUNT OF THE TRANSFER DUE TO BANK’S FAILURE TO COMPLETE A TRANSFER. BANK WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, FILES, PROFIT OR GOODWILL OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES), WHETHER CAUSED BY THE EQUIPMENT AND/OR THE SERVICES, NOR WILL BANK BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING IN ANY WAY OUT OF THE INSTALLATION, USE OR MAINTENANCE OF YOUR OR YOUR USER’S EQUIPMENT. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS.” YOU UNDERSTAND THAT BANK DOES NOT MAKE ANY WARRANTIES CONCERNING THE SERVICES PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

B. Anyone Bank uses to provide one of the services necessary to provide Online Banking Services and 24-Hour Phone Services to you is an independent contractor and is not Bank’s agent.

C. In addition to subsections A. and B. of this Section 14, and to the fullest extent permitted by law, Bank is not liable to you or any other person or entity for loss, charge, fee, penalty, expense or other damage resulting from any failure or delay of performance of Bank’s responsibilities under this Agreement that is beyond the Bank’s reasonable control, including, without limitation, legal restraint, interruption of transmission or communication facilities, equipment failure, electrical or computer failure, war, emergency conditions, acts of God, fire, storm, or other catastrophe, or inability to obtain or delay in obtaining wire services or Internet access, or refusal or delay by a service provider or another bank or financial institution.

D. Bank is also not liable for any failure or delay in executing a Transaction if execution would violate any applicable state or federal law, rule, regulation or guideline.

E. To the fullest extent permitted by applicable law, Bank shall not have any liability for any loss caused by the act, error, or omission of you, your users or any other person, including, without limitation, any service provider, Internet access service provider, federal reserve bank, or transmission or communications facility or any intermediary or receiving financial institution, and no such person shall be deemed Bank’s agent.

F. You agree that the fees charged for services have been established taking these limitations on liability into account.

G. You agree that you will bring any claim, action, suit or proceeding against Bank for damages resulting from its acts or omissions under this Agreement within two (2) years from the date of Bank’s alleged act or omission.

H. You will immediately notify Bank of any claim by you, or any claim made to you by a third party, alleging that anything Bank did or did not do in connection with any service caused you or such third party damages.

I. You agree that any Deposit, Loan or other account(s) you may have at Bank may be subject to additional liability limitations as described in the applicable agreements for any such account(s).

J. You acknowledge Bank cannot promise that its services under this Agreement will be completely free of operator, program or equipment error, and that errors in processing and compiling account data may occasionally occur, requiring adjustments. You agree to review and verify all results and to maintain adequate controls for insuring both the accuracy of data transmissions and the detection of errors. Unless otherwise required by law, Bank’s sole responsibility for reporting errors caused by it will be to reprocess information and reports for the applicable period in question.

15. INDEMNIFICATION:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS BANK AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, FROM AND AGAINST ALL DAMAGES, CLAIMS, LIABILITIES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) BROUGHT BY ANY PERSON ARISING FROM OR RELATING TO YOUR OR YOUR USER’S ACCESS AND USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD: (i) CONSTITUTE A BREACH BY YOU OR YOUR USERS OF THIS AGREEMENT; (ii) CONSTITUTE INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU OR YOUR USERS TO SERVICES; (iii) CONSTITUTE FRAUD OR MALICIOUS CONDUCT BY YOU OR YOUR USERS; (iv) CONSTITUTE A VIOLATION BY YOU OR YOUR USERS OF ANY LAW OR RIGHTS OF A THIRD PARTY; (v) CONSTITUTE A CLAIM FOR WHICH YOU HAVE AGREED TO PROVIDE INDEMNIFICATION ELSEWHERE IN THIS AGREEMENT; OR (vi) CONSTITUTE A CLAIM FOR DAMAGES FOR WHICH YOU HAVE AGREED ELSEWHERE IN THIS AGREEMENT THAT BANK IS NOT RESPONSIBLE.

16. ATTORNEY’S FEES:
You shall pay all legal fees and expenses incurred by Bank if Bank retains an attorney in connection with any breach of this Agreement by you or your users; however, such charges will not exceed the maximum allowed by law.


17. BANK’S USE OF THIRD PARTY SERVICE PROVIDERS:
Bank’s ability to provide certain services under this Agreement depends on its ability to provide access to third-party networks. For details regarding Bank’s safeguarding of your and your user’s personal information, you should refer to the Bank’s Customer Privacy Statement available at www.frostbank.com. In the event that Bank determines, in its sole discretion, that it is unable to provide third-party network access, Bank may discontinue the related service(s), or may provide such services through alternate third party networks. You understand that Bank shall have no liability for the unavailability of access during any transition period, and shall give you written notice of any services involving Transfers to or from your account(s) being discontinued at least thirty (30) days in advance of such termination, unless such prior notice is otherwise excused by law.

18. MAXIMUM DOLLAR LIMITS:

A. Business Debit Cards. For each Card, Bank assigns an individual maximum daily limit on the amount that may be accessed per calendar day. Bank, at its sole discretion, establishes the limit amount. You may withdraw up to $1,000 per card per day at ATM terminals (separate ATM machine withdrawal limits may apply). You may purchase up to $4,500 per card per day at Visa merchants, POS terminals, and by cash advance. You may transfer up to $5,000 per card per day between your Account and other eligible accounts through Account Funding Transactions (AFTs). An AFT is a transfer of funds from a Visa card account to another eligible account. Examples include but are not limited to: Loading, topping up, or adding funds to prepaid card accounts; Moving funds into an eligible checking or savings account; Person-to-Person (P2P) transfers via a debit card; and loading digital wallets.

B. All Deposit Accounts. The maximum dollar limit on any payment equals the Available Balance in the account from which you or your users are withdrawing funds plus the Available Balance/credit in your overdraft protection account. However, you understand that Bank reserves the right, in its sole discretion, to set a maximum dollar limit for Transactions initiating withdrawals from all Deposit Accounts.

C. If an ATM is not operational, you may not be able to withdraw cash or transfer money between your accounts. Under certain conditions, such as when our computer is not operational, some transactions may be limited. During scheduled system maintenance or unscheduled downtimes, Frost operated ATMs may go into “Stand-In Mode.” During this maintenance window, you may have limited transaction capabilities. If you conduct a debit card transaction during Stand-In Mode, balance information may not be accurate due to system maintenance. Because of a lack of real-time balance information when in Stand-In Mode, we encourage you to use caution when conducting transactions that may move your account balance into a negative or overdrawn status, which may cause you to incur an associated overdraft fee.

19. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES; ACCOUNT UPDATER SERVICES; VISA SECURE:
Generally, information concerning your Designated Account(s) and other Deposit, Loan and other Accounts accessible through the use of services under this Agreement will not be disclosed to third parties. We may, however, disclose information to third parties about your account(s) or transfers you or your users make where it is necessary:
    • To verify a completed Transfer or to resolve a problem related to a Transfer;
     • To verify the existence and condition of your account(s) for a third party, such as a credit bureau or merchant;
     • To comply with government agency or court order;
     • At the Bank’s discretion, to any subsidiary or affiliate;
     • If you give us your written permission for such disclosure; or
     • As otherwise permitted in the Bank’s Deposit Account Agreement, the Online Banking Agreement, by law, or as required by government regulations.

We participate in account updater services that various payment card networks (such as Visa) offer.  When your Card number or expiration date is updated, or your Card is closed, we may  provide the updated Card information (including your name, Card number and expiration date) to merchants who participate in the account updater services with whom you have automatic billing arrangements (such as utilities, insurance companies and health clubs). However, since not all merchants participate in account updater services, you should notify each merchant with whom you have automatic billing arrangements of any updated Card information to ensure your payments are not interrupted. If you do not want us to provide your Card updates through account updater services, please call us 24/7 at (800) 513-7678, and allow 60 days for your opt out to take effect. Under the Visa Secure service, Bank provides the mobile phone number and email address that Bank keeps on record for you and your users. When you or your users perform a transaction using the Card with an online merchant that uses Visa Secure, if the transaction is considered high risk and requires further authentication, a one-time pass code (“OTP”) will be sent to either your or your users’ mobile phone number (via text message) or email depending on the OTP delivery option you or your users select at the time of the transaction. Once you or your users receive the OTP via mobile phone or via email, you or your users will then need to enter this OTP to complete the Card transaction with the merchant. If you want to opt out of the Visa Secure service, please call us 24/7 at (800) 513-7678. 

20. CREDITS AND OVERDRAFTS:
You and your users may use the Card and 24-Hour Phone Services to access any overdraft protection for the Designated Account(s) or other Deposit Account. However, you must pay us an overdraft charge for each Transaction that overdraws the Designated Account(s) or applicable Deposit Account. If we elect to pay any Transaction that overdraws the Designated Account(s) or applicable Deposit Account, you shall immediately pay us the amount of any overdraft and other applicable fees.

21. STOP PAYMENT:
You may place a stop payment on certain future recurring pre-authorized debit card transactions by calling us at 1-800-513-7678 or writing to us at Frost Bank, Attn: Telephone Customer Service, P.O. Box 1600, San Antonio, TX 78296. You must provide us your debit card number, merchant name, transaction amount as well as any other identifying information we may request. Your stop payment request will not apply to any pre-authorized debit card transactions that are already being processed and are pending as of the date we receive your stop payment request and all necessary information, but it will apply to any future recurring pre-authorized debit card transactions. As such, we advise you to complete your stop payment request to us so that it is received by us at least three (3) Business Days (as defined below) prior to your next regularly scheduled pre-authorized debit transaction date to allow us a reasonable opportunity to act upon your stop payment request. You should also revoke any authorization for pre-authorized debit card transactions you may have previously provided to the merchant. Information you provide us about a merchant or payee for the purpose of stopping payment may subsequently be changed by that merchant or payee. If this happens, we may not be able to stop payment as requested. If we are unable to place a stop payment on a transaction for any reason, you must cancel the debit card. Stop payment requests remain in effect for twelve (12) months from the date enacted.

22. DOCUMENTATION OF TRANSFERS:
A. Terminal Transfers. You and your users can get a receipt at the time you make any transfer to or from your account(s) using a Card at any participating ATM, POS terminal or financial institution, unless the transaction is $15 or less, in which case a receipt is not required to be given. Although the receipt may show another type of transaction, each transfer from your account using the Card constitutes a withdrawal from your account.
B. Periodic Statements. You will receive a statement for your account detailing all electronic funds transfers for each monthly statement period in which an electronic fund transfer to or from that account has occurred, and in any case you will receive a statement for that account at least quarterly.

23. FINANCIAL INFORMATION:
You and your users agree to provide current financial information upon our request. We may terminate your or your user’s authority to use any Cards issued hereunder if you or your users do not give us such information when we request it, or if you and/or your users no longer qualify to use the Cards based on information provided.

24. TRANSACTION NOTIFICATION:
You agree we are not obligated to notify you of any Transactions except in any regular periodic statements. If your Deposit, Loan or other account with the bank does not ordinarily receive periodic statements, you agree that we do not need to notify you of any Transactions.

25. BUSINESS DAYS:
Our business days (“Business Day”) are any day excluding Saturday, Sunday and legal Bank holidays.

26. CHARGES AND FEES:
A. Card Fees. For information regarding our service charges and fees applicable to your account(s) and the use of your card, see our current fee Schedule. By using the card, you agree to pay those fees and charges in effect from time to time. Such charges and fees shall never exceed the maximum amount allowed by applicable law.

B. ATM Fees Charged by Others. If you use an ATM that is not operated by us, you may also be charged a fee by the ATM operator and/or by any automated transfer network used, and you may be charged a fee for a balance inquiry even if you do not complete a funds transfer. You agree to pay such fees.

C. 24-Hour Phone Services Fees. There is currently no service charge for accessing the 24-Hour Phone Services.

D. Bank reserves the right to change any Schedule upon thirty (30) days prior written notice to you, but no change will be effective prior to the effective date of the notice.

E. Fees do not include, and you will be solely responsible for, payment of any sales, use, excise, value added, utility, or other taxes and tariffs relating to your use of any of the service(s) provided hereunder, and for all telephone charges, Internet access service charges, tolls, tariffs, and 24-Hour Phone Services initiated by you.

F. Bank will charge any amount(s) due for the service(s) as a direct fee and will debit the applicable Deposit Account. If such account has insufficient funds to pay any amount due, Bank may debit any other of your Deposit Accounts, whether or not such debit creates an overdraft. If you have no Deposit Accounts at Bank with sufficient funds to cover the amount due, you agree to pay such amounts directly to Bank upon demand. In the event any fees or taxes owed to Bank are not paid, Bank has no obligation to execute any service for you. Any fees or charges not settled within thirty (30) days of the date they were first charged to your specified account will bear interest until paid at a rate equal to the lesser of one and one half percent (1.5%) per month, or the maximum interest rate allowed under law.

27. AMENDMENTS:

A. We may amend this Agreement at any time in our sole discretion. Bank will mail by regular U.S. postal mail, or by e-mail, notice to you at least thirty (30) days before the effective date of any change to your Deposit Account, Loan Account or other account services that would result in increased liabilities for you, increased fees, a reduction in the types of available Transfers, or stricter limits on frequency or dollar amounts of Transfers, unless such prior notice is otherwise excused by law. You agree that Bank is not liable or otherwise responsible if you do not receive such notification via e-mail because you have changed your Primary E-mail Address and have not informed the Bank of such change. By continuing to use the services under this Agreement after any changes or amendments are effective, you are agreeing to be bound by such revised Agreement. You may review the most current version of this Agreement at any time at www.frostbank.com.

B. When a change is made to the terms and conditions of this Agreement, we will notify you of such change by creating and posting an informational link to the new terms and conditions on the Frost Bank home page, and will provide you with prior notice of such changes in accordance with applicable law.

C. We may not give prior notice when an immediate change in terms or conditions is necessary to maintain the accuracy of the Card, the 24-Hour Phone Services, the account, the ATM system or when notice is not required.

D. By retaining and using the Card, permitting another to use the Card, signing the Card or any sales draft in connection with use of the Card, or 24-Hour Phone Services after the date you get the Card or the effective date of any amendment, it will be the same as if you and your users: (i) signed this Agreement and subsequent amendments thereto; and (ii) consented to the terms of this Agreement and any subsequent amendments.

28. TERMINATION; CANCELLATION OF BUSINESS DEBIT CARD(S):

A. Either party may terminate this Agreement and related services upon thirty (30) days prior written notice. Termination will result in cancellation of the Cards issued to you and your users, as well as access to all Online Banking Services and 24-Hour Phone Services, where applicable.

B. For immediate cancellation of a Card, you must either call Bank at (800) 252-5473 or cancel the Card online using Online Banking Services. You may be asked to confirm the request in writing. Additionally, you may notify Bank in writing if you wish to cancel a Card, but that cancellation will not be effective until Bank receives the notice and has a reasonable opportunity to act on it. YOU EXPRESSLY ACKNOWLEDGE YOUR SOLE RESPONSIBILITY TO CANCEL THE CARDS OF ANYONE NO LONGER AUTHORIZED BY YOU TO USE THE CARDS, EITHER DUE TO TERMINATION OF THEIR EMPLOYMENT WITH YOU, CHANGE IN THEIR JOB RESPONSIBILITIES OR OTHERWISE. THE BANK MAY ACCEPT TRANSACTIONS USING THE CARD OF ANY AUTHORIZED CARDHOLDER WITHOUT LIABILITY UNTIL BANK HAS RECEIVED NOTICE OF A BUSINESS DEBIT CARD CANCELLATION AND HAS HAD A REASONABLE OPPORTUNITY TO ACT UPON SUCH NOTICE.

C. Once you cancel a Card used to gain access to Online Banking Services and 24-Hour Phone Services, the Authorized Cardholder(s) can no longer use the Card, 24-Hour Phone Services, or Online Banking Services.

29. GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; STATUTE OF LIMITATIONS:

All disputes arising from or related to your Card or this Agreement shall be governed by the substantive laws of the State of Texas (without regard to its conflict of laws principles). Frost Bank is located in San Antonio, Texas, and that is where your Card was activated. Governing Texas law may be supplemented as necessary by federal law.

You and we agree that upon the election of either of us, any dispute relating in any way to your Card, Card transactions, or otherwise arising under this Agreement, will be resolved by the dispute resolution procedures described below, which include binding arbitration.

This provision limits your rights to a jury trial. You should review this provision carefully. If: (i) neither you nor we seek to compel arbitration of any dispute we have related to this Agreement, your Account, or any transactions involving your Account; or (ii) some or all of these arbitration provisions are unenforceable and we are in a dispute in a court of law, then each of us agrees to waive any right we may have to a jury trial to the extent allowable under Texas law.

This provision includes a class action waiver and limits your rights to bring or participate in any class action or similar proceedings either in court or arbitration. You should review this provision carefully. You and we agree that any dispute or proceeding in arbitration or court must be conducted on an individual basis and not in a class, collective, consolidated, private attorney general or representative action, unless agreed to by both Parties in writing. You and we knowingly, voluntarily, intentionally and irrevocably agree to waive any right to bring or participate in a class action or act as a class representative in arbitration or court to the fullest extent allowed by applicable law. Even if other parties have disputes with us similar to a dispute that you have with us, those parties and their disputes cannot be part of any arbitration or court case between you and us. Notwithstanding the foregoing, the Parties retain the right to participate in a class-wide settlement.

Dispute Resolution:

THESE DISPUTE RESOLUTION PROVISIONS OF THIS AGREEMENT PROVIDE FOR BINDING ARBITRATION OF ALL DISPUTES (WITH “DISPUTES” DEFINED IN THE BROADEST MANNER ALLOWABLE BY LAW) THAT CANNOT BE RESOLVED BY NEGOTIATION OR MEDIATION. THIS MEANS ALL DISPUTES ARISING OUT OF, OR RELATED IN ANY WAY TO YOUR CARD OR THIS AGREEMENT, REGARDLESS OF ANY PRIOR AGREEMENT, DISCUSSION OR UNDERSTANDING, SHALL BE RESOLVED BY BINDING ARBITRATION, AND NOT THROUGH LITIGATION OF ANY KIND, IN ANY COURT, BY ANY JUDGE, BY ANY JURY OR OTHER TRIBUNAL (EXCEPT FOR MATTERS IN SMALL CLAIMS COURT). THIS AGREEMENT TO ARBITRATE ANY AND ALL DISPUTES (WITH THE ABOVE-LISTED EXCEPTIONS) IS ENTERED INTO PURSUANT TO THE TEXAS CIVIL PRACTICE AND REMEDIES CODE, CHAPTER 171, “THE TEXAS GENERAL ARBITRATION ACT”, AND AS NECESSARY, PURSUANT TO THE FEDERAL ARBITRATION ACT 9 USC, §§1-16.
 
Prior to binding arbitration described in this Agreement, you and the Bank shall first attempt to resolve any dispute arising out of your Card or this Agreement through negotiation. Any negotiation will be on an individual basis based on your dispute with Bank. Even if other parties have disputes with Bank similar to a dispute that you have with Bank, those parties and their disputes cannot be part of any negotiation between you and Bank. Such negotiation may include an “in person” meeting between you and the Bank at a mutually agreed time and place. In addition, you and Bank may, but shall have no obligation to, agree to an exchange of documents pertaining to the dispute. Such negotiation shall be conducted in good faith, and confidential customer information disclosed or discussed in the course of the negotiation, if any, shall remain confidential as provided by law. The request for negotiation must be made in writing. Any request for negotiation we send you will be sent by certified mail to your address as reflected in Bank’s records, or by email to your attorney if Bank has actual knowledge you are represented by counsel. Written requests for negotiation directed to Bank must be delivered by email to LegalLitigation@frostbank.com. Upon either Party sending a written request for negotiation to the other Party, the receiving Party must respond within ten (10) calendar days of receiving such request. The negotiation shall be held within twenty (20) calendar days after such response is received by the Party initially requesting the negotiation; and the Parties must either complete the negotiation or agree that the dispute cannot be resolved through negotiation within thirty (30) calendar days of the first negotiation meeting. If the Party receiving a request for negotiation fails to respond within ten (10) calendar days of receiving such request, fails to attend the negotiation meeting within twenty (20) calendar days after responding to the notice of request, or otherwise declines to negotiate, such Party will be deemed to have waived its rights to negotiate or mediate and the Party’s only remedy is binding arbitration. All costs and expenses associated with the negotiation of the dispute shall be paid by the Party incurring such cost or expense.

If you and Bank are unable to resolve the dispute through negotiation, then you and Bank agree to submit the dispute to mediation. Any mediation will be on an individual basis based on your dispute with Bank. Even if other Parties have disputes with Bank similar to a dispute that you have with Bank, those Parties and their disputes cannot be part of any mediation between you and Bank. Either you or the Bank may request mediation upon written notice to the other Party. Any request for mediation we send you will be sent by certified mail to your address as reflected in Bank’s records, or by email to your attorney if the Bank has actual knowledge you are represented by counsel. Written requests for mediation directed to Bank must be delivered by email to LegalLitigation@frostbank.com. Such mediation will be scheduled to take place within thirty (30) calendar days after the notice is given. The Parties may select a mutually agreed-upon mediator; provided, however, that the person selected as mediator must: (i) have ten (10) years or more of practical working experience in the banking industry and (ii) be an attorney licensed by the State of Texas, in good standing with the Texas State Bar, with substantial experience in the trial or resolution of business disputes. If you and Bank are unable to agree upon a mediator that satisfies both of these conditions, then the Parties may select a mutually agreed-upon mediator who is a member in good standing of the Texas Academy of Distinguished Neutrals. Neither Party shall make any objection to a proposed mediator except for good cause shown. If the Parties fail to agree upon a designated mediator, or if either Party fails to participate in the mediation within the thirty (30) calendar day timeframe stated above, such Party will be deemed to have waived its rights to mediate and that Party’s only remedy is binding arbitration.
 
The mediation shall occur in the county seat of the Texas county of your permanent residence, or if your permanent residence is outside of the State of Texas or the U.S., then in San Antonio, Texas. All costs, expenses, and fees with regard to any mediation, except for each Party’s attorneys’ fees, shall be divided equally between you and the Bank, and you and the Bank shall each be solely responsible for payment of each Party’s share of such costs, expenses and fees. If one Party fails to appear at mediation, the Party that does not appear is responsible for paying such Party’s share, as set forth above, and the mediation fees paid by the other Party. The mediation itself as well as the outcome of mediation shall be kept strictly confidential.

If the mediation is not successful or completed within the thirty (30) calendar day timeframe stated above, or such other timeframe as may be mutually agreed to by the Parties, the Parties will proceed to binding arbitration. Any request for arbitration we send you will be sent by certified mail to your address as reflected in the Bank’s records, or by email to your attorney if the Bank has actual knowledge you are represented by counsel. Written requests for arbitration directed to the Bank must be delivered by email to LegalLitigation@frostbank.com. The arbitration will be administered either by the American Arbitration Association (“AAA”), the Judicial Arbitration and Mediation Services (“JAMS”), or a like organization. In all cases, the Bank will have the right to select the organization that administers the arbitration of your dispute with us. In addition to the Texas Arbitration Act and this Agreement, the arbitration will be conducted in accordance with AAA, JAMS or like organization’s rules for resolution of commercial or consumer disputes, as applicable. You and the Bank agree that the AAA, JAMS or like organization may not commence arbitration unless the request for arbitration is made by written request as set forth above.

For claims in excess of $100,000 the matter will be decided by a panel of three arbitrators, one of whom shall be appointed by you and one by the Bank. The third arbitrator shall be selected by mutual agreement of the Parties. If you and the Bank are unable to agree upon the appointment of the third arbitrator, your designated arbitrator and Bank’s designated arbitrator shall jointly select an arbitrator who shall act as the third arbitrator on the panel of three (3). If the arbitrators cannot agree on the appointment of the third member, the AAA, JAMS or like organization, as applicable, shall appoint the third member subject only to a disqualification for cause. Any person appointed or selected by you and/or the Bank to serve as an arbitrator must: (i) have ten (10) years or more practical working experience in the banking industry; (ii) be an attorney licensed by the State of Texas, in good standing with the Texas State Bar, with substantial experience in the trial or resolution of business disputes, or be a member in good standing of the Texas Academy of Distinguished Neutrals; and (iii) for arbitration administered by the AAA or JAMS, be listed by AAA or JAMS on its National Roster of Arbitrators, respectively, or, if administered by a like organization, be listed or approved by such organization. If the third arbitrator is jointly selected by your and the Bank’s designees or by the AAA, JAMS or like organization, that third arbitrator shall have these same industry or legal experience or credentials described above. You understand and acknowledge that no court or other judicial body will have any authority to designate or appoint any arbitrator. The panel of three (3) arbitrators that conduct the arbitration will use substantive Texas law, the applicable statutes of limitations, statutes of repose, conditions precedent to suit and this Agreement, and will honor claims of privilege recognized at law. The arbitrator’s authority is limited to the dispute between you and Frost.

For claims less than $100,000, a single arbitrator will conduct the arbitration and will use substantive Texas law, the applicable statutes of limitations, statutes of repose, and conditions precedent to suit, and this Agreement, and will honor claims of privilege recognized at law. For all claims less than $100,000, a single arbitrator shall be selected by mutual agreement of the Parties from either the current membership roster of the “Texas Academy of Distinguished Neutrals,” or, in consumer or commercial arbitrations administered by the AAA or JAMS, from an identical list of ten (10) arbitrators submitted to the Parties by AAA or JAMS as persons approved by AAA or JAMS from its National Roster of Arbitrators. If the Parties cannot agree on the arbitrator, the arbitrator shall be selected by the Academy’s current Texas President from the current membership, Texas roster, or in consumer or commercial arbitrations administered by the AAA or JAMS, the arbitrator shall be appointed by AAA or JAMS from its National Roster of Arbitrators pursuant to the Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable. Any person appointed or selected by you and the Bank to serve as the arbitrator must: (i) have ten (10) years or more practical working experience in the banking industry, (ii) be an attorney licensed by the State of Texas, in good standing with the Texas State Bar, with substantial experience in the trial or resolution of business disputes, or be a member in good standing of the Texas Academy of Distinguished Neutrals, and (iii) for arbitration administered by the AAA or JAMS, be listed by AAA or JAMS, respectively, on its National Roster of Arbitrators, or, if administered by a like organization, be listed or approved by such organization. Except as otherwise stated in this provision, the arbitrator can award damages or other relief provided for by law to you or Frost, but not to anyone else. The arbitrator’s authority is limited to the dispute between you and Frost.

Arbitration shall occur in the county seat of the Texas county of your permanent residence, or if your permanent residence is outside the State of Texas or the U.S., then in San Antonio, Texas. It is anticipated that the arbitration will take place within ninety (90) calendar days after notice is given. Also, you and the Bank agree that, whether appointed or selected by you, the Bank, AAA, JAMS or a like organization, the arbitrator(s) do not have authority to render a decision which contains reversible error of Texas or federal law, or to recognize a cause of action or remedy not expressly provided for under existing Texas or federal law. Where there is any conflict of law regarding an appeal of any decision of the arbitrators, you and the Bank agree that Texas law shall control. The arbitrators shall have no authority to award punitive damages or any other relief not measured by the prevailing Party’s actual damages (e.g., two times actual damages) in any arbitration that concerns or relates to a Business Account. The arbitrators shall in no event, have any power or authority to consolidate claims asserted by different claimants or counter-claimants, adjudicate any claims presented to them on a class wide basis, treat any claimant or counter-claimant as a representative of a class of claimants or counter-claimants, or award any relief on a class-wide basis, except as provided in the AAA, JAMS or a like organization’s mass arbitration rules.
 
The arbitrator(s) shall express their decision in a written award supported by findings made and signed by the arbitrator(s). Judgment may be entered upon any award in any court having jurisdiction. You and Bank agree that the fact of the arbitration, all submissions to and proceedings before the arbitrator(s), and the written decision and findings of the arbitrator(s) shall remain confidential between you and Bank unless reasonably necessary for judicial review or confirmation, or as required by law.

Once either Party has invoked the dispute resolution provisions under this Agreement, the only exceptions to the negotiation, mediation or arbitration of disputes are that 1) you have the right to pursue a claim in a small claims court instead of arbitration if the claim is within that court’s jurisdiction and proceeds on an individual basis, and 2) Frost has the right to act on any legal process and to pursue an interpleader action, as described in your Deposit Account Agreement.

A Party’s invocation of the dispute resolution provisions under this Agreement will apply without limitation, regardless of whether 1) your Card is cancelled; 2) you pay us in full for any outstanding debt you owe; or 3) you file for bankruptcy.
 
A Party’s invocation of the dispute resolution provisions under this Agreement applies whenever there is a dispute between you and Frost Bank. If a third Party is also involved in the dispute, and a Party invokes such dispute resolution provisions, then the dispute will be decided with respect to the third Party according to the dispute resolution provisions set forth above as well. The third Party must be named as a Party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named Party. For purposes of arbitration, "You" includes any person who is listed on your account, and "Bank" includes Frost Bank, all its affiliates, and all third Parties who are regarded as agents or representatives of ours. The arbitration may not be consolidated with any other arbitration proceeding.

As is referenced above, the AAA, JAMS or like organization will be the arbitration administrator. That organization will apply its procedures in effect at the time the arbitration claim is filed. This Agreement will control any conflicts between its procedures and this Agreement. Disputes in excess of $100,000 where the AAA, JAMS or like organization cannot serve shall be decided by a panel of three arbitrators selected in the manner and credentialed in the way described above. If the Parties and the arbitrators cannot agree on the third arbitrator in such disputes where the AAA, JAMS or like organization cannot serve, the third arbitrator shall be designated by the President of the Texas Academy from the current roster of “Distinguished Neutrals” resident in Texas.

The arbitrator(s) will decide the dispute in accordance with applicable Texas law, including recognized principles of equity and statutes of limitations, statutes of repose and conditions precedent to suit, and will honor all claims of privilege recognized by law. Except as otherwise indicated in this Agreement, the arbitrator(s) will have the power to award to a Party any damages or other relief provided for under applicable law.

The arbitrator(s)’ decision, rendered in a reasoned opinion, will be final and binding on the Parties. A Party can file a written appeal to the arbitration administrator or request a new arbitration within thirty (30) calendar days of issuance of the award. The appeal must request a new arbitration based on good faith objection to the reasoned opinion of the arbitrator(s) and shall be heard by three neutral arbitrators designated by the AAA, JAMS or like organization. The panel will reconsider all factual and legal issues, following the same rules of procedure, and based on majority vote, determine whether any reversible error has occurred. Any final arbitration award, rendered in a reasoned opinion, will be binding on the named Parties and enforceable by any court having jurisdiction.

Each Party will be responsible for their own costs and fees of arbitration, unless otherwise allocated by the arbitration administrator’s rules and applicable law.

Once the arbitration administrator has been determined, rules and forms may be obtained from, and Claims may be filed with the AAA, JAMS or the applicable arbitration administrator at their respective web page. Arbitration hearings will take place in county seat of the Texas county of your permanent residence at the time the Claim is filed. If your permanent residence is outside the State of Texas or the U.S., the arbitration proceeding shall be conducted in San Antonio, Texas.

It is possible that third Parties involved in the negotiation, mediation, and arbitration protocol, such as lawyers, accountants, or contractors, who offer products or services to the public may be Frost customers. We provide this information only as a courtesy and convenience to you. We do not make any warranties or representations about the third Parties or their products or services. We are not responsible for the third Party's performance or to help resolve any dispute between you and the third Party.

You agree that, unless a different period is set forth herein, any claim, action, suit or proceeding against Frost for damages resulting in any respect from its acts or omissions in its performance under this Agreement must be brought within two (2) years from the date of Frost’s alleged act or omission.

30. MISCELLANEOUS PROVISIONS:

A. Assignment. Bank may assign or delegate this Agreement or all or any part of its rights under this Agreement, including without limitation, the performance of services described hereunder. You may not grant a security interest in, transfer, or assign all or any part of your rights or obligations under this Agreement without Bank’s prior express written consent, which may be withheld in Bank’s sole discretion. No assignment will be valid or binding on us, and we will not be considered to have "knowledge" of it, until we consent and the assignment is noted in our records. However, by noting the assignment, we do not have any responsibility to assure that the assignment is valid. Any permitted assignment of your Account is subject to and superseded by our setoff rights.

This Agreement will be binding on your personal representative, executors, administrators, and successors, and on our successors and assigns.

B. Severability. If any provision of this Agreement or of any writing used in connection with this Agreement is unlawful or unenforceable, each such provision will be without force and effect without affecting any other provision hereof.

C. No Waiver. No waiver of the provisions herein shall be effective unless in writing and signed by the party waiving any provision. No waiver shall be deemed a continuing waiver unless expressly clearly stated in writing.

D. Construction. The headings in this Agreement are for convenience and reference only and will not govern the interpretation of the provisions. Unless it would be inconsistent to do so, words and phrases used in this Agreement should be construed so the singular includes the plural and the plural includes the singular.

E. Contacting Frost Bank. In addition to the electronic communication methods discussed in this Agreement, you and your users may also contact us with any questions or concerns by calling toll free at (877) 714-4932. You and your users may also call (877) 714-4932 with your questions regarding general information about your account(s), such as balance information, transactions conducted outside of Online Banking Services, questions regarding interest earned, or other general questions or concerns.

BUSINESS DEBIT CARD SAFETY GUIDELINES
Getting the Most Out of Your Business Debit Card
Your Card offers you easy access to your accounts 24 hours a day, 365 days a year. While you’re enjoying the convenience of your Frost Business Debit Card, keep the following safety tips in mind for secure banking transactions:

1. Protect your card just as you would cash, checks or credit cards. Always keep your card in a safe place. Don't allow anyone to use your card.
2. Keep your PIN a secret. To ensure confidentiality, memorize your PIN. Don't write your PIN on your card, its carrier or other papers in your wallet. Never tell anyone your PIN and don't let anyone enter your PIN for you.
3. Never give information to anyone about your card over the telephone or the Internet, unless it is a trusted merchant and you initiated the transaction. No one should know your PIN. The Bank will never call, text message, or email to verify your PIN, so do not reveal your number to anyone claiming to be a Bank representative.
4. Minimize time spent at the ATM by having your card ready. When you've completed your transaction, take your money, debit card and receipt, and leave the area. Store your ATM receipts in a secure location or shred them.
5. Inspect an ATM before use for possible tampering or for the presence of an unauthorized attachment that could capture information from your card, such as your PIN. Also, when you’re waiting to use a terminal, allow the customer in front of you to complete his/her transactions before you approach the terminal. You can stand in front of the keyboard, to block the view of anyone behind you, while entering your PIN.
6. If your card has a magnetic strip, protect the magnetic strip on the back of the card. Keep your card in the carrier provided and never store the card with its magnetic strip in direct contact with the strip of another card. If your card has an EMV chip, protect the EMV chip on the front of your card.
7. Check your ATM receipts against your monthly Account statement to guard against fraud. Notify us immediately if you suspect any unauthorized transactions.
8. Always observe the surroundings at an ATM before conducting a transaction. Observe the area before approaching. If you see anything or anyone suspicious, leave the area immediately.
9. When using a drive-up ATM, keep your engine running, the doors locked and your windows up until you approach the terminal. It's also a good idea to keep a distance between cars should you need to leave the area quickly.
10. When using a drive-up ATM at night, keep your headlights on so you will be able to see the area as you drive in. Try to pull your car up as close to the terminal as possible. Keep in mind locations of other ATMs if you're concerned about your safety when using a terminal.
11. Be alert and select a visible, well-lit area when you're handling transactions at night. If an ATM is obstructed or poorly lit, report any problem to the financial institution.
12. If you see suspicious persons or circumstances, do not use the ATM at that time.  If you began a transaction, cancel it, take your card, and leave.  Come back at another time or use another ATM.
13. Report a lost or stolen card or PIN at once. Your liability may increase the longer the loss or theft goes unreported. If your card or PIN is lost or stolen, please notify us immediately by calling the number in your area or (800) 513-7678. You can also report a lost or stolen card or PIN using Online Banking Services.
14. Freeze and unfreeze a lost debit card. If you lose your debit card, freeze it to help prevent unwanted purchases or withdrawals. If you find your card later, unfreeze it to resume normal activity. You can freeze and unfreeze your card using Online Banking Services.
15. If anyone follows you after conducting a transaction, go to a crowded, well- lit area and call the police.
16. If a crime was committed, file a report with law enforcement where the crime occurred and obtain a copy or the offense number.
17. When finished using a card online, log out of the website rather than merely closing the web browser.

IMPORTANT REMINDER: For your safety, all Frost walk-up ATMs are closed between the hours of 10 p.m. and 6 a.m. or 7 p.m. and 7 a.m., seven days a week. For 24-hour ATM service, please use one of our convenient drive-up ATMs available at most Frost Financial Centers.