Business Debit Card Agreement and Disclosure

Effective February 1, 2018
Member FDIC

INTRODUCTION

1. THE AGREEMENT
This Business Debit Card Agreement (“Agreement”) covers your use of the Business Debit Card (“Card”), online and mobile banking services known as Frost Online and Mobile Banking Services (“Frost Online Banking Services” as described in Section 9 below) and Frost’s 24-hour Automated Phone Line (“24-Hour Phone Services”).

A. The account number on the Card along with the personal identification number (“PIN”) may be used by an “Authorized Cardholder” to activate Frost Online Banking Services and 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 any one 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 Frost Online
     Banking Services for all of your Deposit Accounts and Loan Accounts 
     with the Bank; and
    
     (iii) 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 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, 24-Hour Phone Services and/or Frost Online Banking Services, 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, 24-Hour Phone Services or Frost 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 13 AND 16 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 and Other Disclosures (the “Deposit Account 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. When you use Frost Online Banking Services, you agree that you have reviewed and will be bound by the “Terms of Use” located on the Bank’s website (“Site”) (www.frostbank.com); however, if those terms and conditions are not consistent with this Agreement, this Agreement shall control.

E. You acknowledge and agree that you are required to read and understand any and all statements and agreements as referenced in C. and D. of this Section 2 before using the Card, Frost 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. FROST ONLINE BANKING SERVICES.
A. Frost Online Banking Services (as defined below) provides access to all your Deposit, Loan, and other accounts with Bank via the Internet and via mobile devices (if you choose to activate the optional Mobile Banking Services (as defined herein)). The Card account number used in combination with the PIN you selected activates access to and use of Frost Online Banking Services. Bank reserves the right to limit the types of Accounts you may access and may restrict access to Deposit, Loan, or other Account(s) for any reasons and in its sole discretion. Additional online access security and authentication requirements are set forth in the ”Frost Online Banking Online and Mobile Banking Services Provisions” below.


B. YOU AGREE THAT BY GIVING ANY PERSON ACCESS TO FROST ONLINE BANKING SERVICES YOU GIVE THAT PERSON ACCESS TO: (1) THE DESIGNATED ACCOUNT; AND (2) ALL OTHER DEPOSIT, LOAN AND OTHER ACCOUNTS HELD BY THE BANK FOR YOU THAT CAN BE ACCESSED VIA FROST ONLINE BANKING SERVICES. YOU EXPRESSLY ACCEPT ALL LIABILITY UNDER THIS AGREEMENT FOR ANY USE OF FROST ONLINE BANKING SERVICES BY ANY AUTHORIZED CARDHOLDER.


5. 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. BUSINESS DEBIT CARD PROVISIONS


6. AUTHORIZING AND ISSUING CARDS.
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.


A. 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.

B. You will deliver to us all documents we request to support the existence and continuing validity of the promise made in 6.A. above.

C. 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 CTION, AND YOU WILL STILL BE LIABLE FOR ALL PREVIOUS CARD TRANSACTIONS.

D. 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.

E. Cards are not transferable.

F. 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.

G. 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.

7. 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 13 AND 16 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 Frost 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 below.

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.

FROST ONLINE BANKING AND MOBILE BANKING SERVICES PROVISIONS

8. DEFINITIONS.
In addition to those terms defined within the body of this Agreement, the terms listed below have defined meaning for the purposes of this Agreement.

Available balance” means the balance in your Deposit Account after deducting (1) deposits that are not yet eligible for withdrawal under our funds availability rules, (2) debit card or other transactions that we are legally obligated to pay or have already paid out in cash, (3) other pending transactions such as ACH transactions, (4) any funds that are subject to final payment, and (5) any holds on your Deposit Account, such as holds on funds to comply with court orders or other legal requirements.

“Bill Payment Services,” “Bill Payment,” or “Payment(s)” means the online services by which you or your users direct the Bank to debit your account(s) and transfer funds to a Payee.

“CST/CDT” means Central Standard Time/ Central Daylight Time.

“Mobile Banking Services” means the optional Frost Online Banking Services that allows you or your users to perform certain Frost Online Banking Services as described in Section 10.D. below via your or your user’s Mobile Device.

“Mobile Device” means a mobile telephone or other mobile device capable of sending and receiving SMS text messages and/or accessing the Internet via a web browser.

“Payee” means any individual, business or other entity that you or your user’s designate for transfer of funds or Bill Payment, and who Bank accepts as a Payee.

“Schedule” refers to any document specifying rates, fees or transaction limits pertaining to the Account in question, which may be called a Truth in Savings, Time Certificate of Deposit, Confirmation of Time Deposit, or ATM Fees and Limits Schedule.


9. USING FROST ONLINE BANKING SERVICES.
A. Your, or your user’s, Card number used in combination with the PIN you or your user selects activates access to and use of Frost Online Banking Services. You or your users may use Frost Online Banking Services to access your accounts with the Bank on which you are a signer or for which you have the unrestricted right to withdraw or perform Transactions. The Bank reserves the right to limit the types of accounts that you or your users may access, or may restrict access to any accounts with the Bank for any reason and in its sole discretion.

B. Frost Online Banking Services may include:
     • Account balance and Transaction display, account statements, check copies and I.R.S. Forms 1098 and 1099 related to interest reporting;
     • Transferring funds from your Deposit Account(s) to other Bank accounts, held in your name or otherwise, or to other accounts
outside Bank, held in your name or otherwise;
     • Making Loan Account payments from available Deposit Account
funds;
     • Advancing funds from established Loan Accounts;
     • Bill Payment Services;
     • Placing stop payments;
     • Card Services;
     • Account maintenance, such as updating your or your user’s information and changing account preferences;
     • Ordering checks;
     • Various optional e-mail services and alerts that Bank may make available from time-to-time (“E-Mail Services”);
     • Various optional Mobile Banking Services and alerts that Bank may
make available from time-to-time;
     • Non-sufficient funds display function;
     • Customer assistance;
     • Downloading account information to management and accounting
software (e.g. Quicken or QuickBooks); and
     • Other, additional services offered by Bank at www.frostbank.com.

C. System Requirements.
     (i) Frost Online Banking System Requirements. To use Frost Online Banking Services online via a personal computer, you or your users must first obtain access to the Internet with compatible hardware, software, and web browser. Bank requires that you and your users use a web browser that supports adequate security measures including SSL encryption technology, or additional security measures as Bank may require. Bank also requires that you have Adobe Acrobat Reader version 5.0 or newer to access PDF documents. Obtaining and maintaining adequate Internet access is your and your user’s responsibility, and you and your users are solely responsible for all Internet Service Provider (“ISP”) fees and costs. You understand that the Bank is not responsible for any computer virus or related problems that may be associated with your or your user’s use of  the Internet in general or use of Frost Online Banking Services via the Internet.

     (ii) Frost Online Mobile Banking System Requirements. You and your users understand that if you choose to activate the optional Mobile Banking Services as described in Section 10.D. below, in order to use the Mobile Banking Services, you must have a Mobile Device with SMS text message functionality and/or ability to access the Internet via a web browser, as well as any other compatible wireless hardware and software necessary to operate such Mobile Device. You understand that you or your users also must have a Mobile Device wireless service plan with a suitable Mobile Device service provider of your or your user’s choice. You understand that such Mobile Device service (including  Mobile Device Internet connection) is not part of the Frost Online Banking Services or the optional Mobile Banking Services. You understand that you and/or your users are responsible for acquiring, maintaining and operating your Mobile Device(s) and related hardware and software and for all associated costs and expenses, including, without limitation, all fees incurred for data transfers and as a result of sending and receiving SMS text messages through the Mobile Device service. You and/or your users assume full responsibility for ensuring these requirements are met should any changes be made to your existing Mobile Device and/or the associated service plan. You understand that the Bank is not responsible for any errors or failures of your or your user’s Mobile Device or its software and is not responsible for any viruses or related problems that may be associated with use of the Frost Online Banking Services via the Mobile Banking Services.

D. Security and Passwords; Additional Security Issues Regarding Internet E-mail and Mobile Banking Communications.

You and your users understand that Bank reserves the right to verify any personal information that you provide and reserves the right to make inquiries about you and your users to the extent allowed by law and as allowed under Bank’s “Customer Privacy Statement” with regard to a request by you or your users for a product, service or customer assistance. If you or your users provide any information that is untrue, inaccurate, not current or incomplete in any manner, or Bank has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Bank has the right to suspend or terminate your and/or your user’s access to and use of the Frost Online Banking Services and to refuse any and all current or future use of the Frost Online Banking Services by you or your users. You and your users understand that it is your responsibility to provide true, accurate, current and complete information when registering for the Frost Online Banking Services and to maintain and promptly update the registration data to keep it true, accurate, current and complete.
     (i) Security and Passwords:
Upon acceptance of the terms and conditions of this Agreement, the following shall occur:
          (a) You and each Authorized Cardholder will perform an initial authentication through Frost Online Banking Services by using the Card and PIN assigned to you/them. Bank may rely solely on these items for initial identification and authentication of you and any individual Authorized Cardholder.
          (b) After this initial authentication, you and any Authorized Cardholder(s) must choose and enter a User ID (“User ID”), a personal password (“Password”), and shall respond to any additional informational questions or requests for information that Bank may require from time-to-time, in Bank’s sole discretion, in conjunction with any additional authentication procedures that Bank may employ (“Additional Authentication Information” or “AAI”). Such AAI shall be used in conjunction with various authentication procedures that Bank may employ, including, but not limited to, security questions and responses and/or other hardware and software-based security and authentication programs and procedures. Upon selection, the User ID, Password and AAI become the new method of Bank authentication, and the User ID and Password must be entered by you or any Authorized Cardholder each time you or they access Frost Online Banking Services via the Internet through a personal computer. From time to time, the Bank may also request entry of AAI for additional security purposes and procedures.

You and your users understand you are responsible for safeguarding your User ID, Password and AAI. You and your users understand that Bank will rely on access via the User ID, Password and AAI as confirmation that you have authorized all activity conducted following such authenticated access to Frost Online Banking Services, including any Deposit, Loan or other account debits or credits, any other transfers or Bill Payment Services, or any other charges or fees incurred by use of Frost Online Banking Services. If you or your users permit another person to use your Frost Online Banking Services, or give another person your User ID, Password or AAI, you are responsible for all activity the person initiates via Frost Online Banking Services, even if he or she exceeds your or your users’ authorization. You understand that you and your users should not leave your computer unattended while using Frost Online Banking Services, and that you should log out after completing a Frost Online Banking Services session. You and your users understand and agree to notify Bank immediately if your User ID, Password or AAI have been lost, stolen or compromised.

     (ii) Security and Passwords for Mobile Banking Services Accessed via the Web Browser of a Mobile Device:
You and your users understand that you are required to log into Frost Online Banking Services via the web browser on your Mobile Device by using your User ID, Password and AAI, if Bank has required use of AAI in order to log in from your Mobile Device. You and your users understand and acknowledge that the Mobile Banking Services may not be encrypted, and, therefore, Bank will never include your User ID, Password or full account number in any e-mail communication that you may access via the web browser on your Mobile Device. However, the Mobile Banking Services may include your name and information about your account(s), such as the last four digits of your account number or specific account Transaction information. You and your users understand and acknowledge that transmission of your masked account number and specific information, including, but not limited to, dollar amounts, or individual Payees and payors, does not constitute transmission of personal or private information, and you and your users hereby authorize Bank to send such information via any e-mail communication that you and your users may access via the web browser on your Mobile Device. In addition, you and your users understand that there are risks associated with using your Mobile Device, and that in the event of theft or loss, your or your user’s confidential information could become compromised. You and your users understand that the security of the Mobile Banking Services is contingent upon responsible behavior in protecting User IDs and Passwords for the Mobile Banking Services. You and your users understand that you are responsible for safeguarding your User ID, Password and any AAI if Bank has required use of AAI to log in from your Mobile Device. You and your users understand that Bank will rely on access via the User ID, Password and AAI (if required) as confirmation that you have authorized all activity conducted using the Mobile Banking Services following such authenticated access, including any Deposit Account, Loan Account or other account debits or credits, any other Transfers or Bill Payment Services, or any other charges or fees incurred by your use of the Mobile Banking Services. Unless subject to other provisions of this Agreement or other applicable law, you and your users further understand and agree that Bank will not be liable for any loss or damage incurred by you when an unauthorized person gains access to the Mobile Banking Services. YOU AGREE TO INDEMNIFY THE BANK AND HOLD THE BANK HARMLESS IF THE BANK ACTS WITH ORDINARY DUE CARE AND IN GOOD FAITH IN RESPONDING TO ANY E-MAIL MESSAGE SENT FROM THE WEB BROWSER OF YOUR OR YOUR USER’S MOBILE DEVICE THAT IS PURPORTED TO BE SENT BY YOU OR YOUR USER. You and your users understand that you can send secure messages to the Bank over the Internet by logging into Frost Online Banking Services from a personal computer with your User ID, Password and AAI and selecting the “Request Assistance” link. Bank’s use of its normal security procedures for maintaining confidentiality and security of information shall constitute fulfillment of Bank’s obligations to exercise due care. You and your users understand that information you provide while using the Mobile Banking Services may be stored on Bank’s secure servers and protected by industry standard encryption techniques. However, the Bank is not accepting any responsibility to archive any communications with you or your users transmitted or received using the Mobile Banking Services beyond the time required by applicable law, if any, or as stated in this Agreement, whichever is longer.

     (iii) Security and Passwords for Mobile Banking Services Accessed via SMS Text Messaging To and From a Mobile Device:
You and your users understand and acknowledge that SMS text messages sent to or from your Mobile device are neither confidential nor secure, and may not be encrypted. You and your users understand that in order to send or receive an SMS text message you may not be required to log in with your User ID, Password or AAI. Bank will never include your Frost Online Banking Services User ID, Password or account number in any SMS text message sent directly to your Mobile Device, and you and your users understand that you should not include any personal information in a text message to Bank. However, the Mobile Banking Services may include your or your user’s name and information about your account(s), such as the last four digits of your account number or specific account Transaction information. You and your users understand and acknowledge that transmission of specific information, including, but not limited to, dollar amounts, or individual Payees and payors, does not constitute transmission of personal or private information, and you and your users hereby authorize Bank to send such information via any SMS text message sent directly to your Mobile Device. You and your users understand that Bank is not responsible for any damages in connection with a text message you send to Bank or a text message Bank sends to you. Because text messages are not confidential or secure, you and your users understand that you should not, and you agree not to, use any personally identifiable information when providing shortcuts or providing nicknames to your accounts. In addition, you and your users understand that there are risks associated with using your Mobile Device, and that in the event of theft or loss, your confidential information could become compromised. You and your users understand that Bank will rely on the SMS text messages sent from your Mobile Device as confirmation that you have authorized all activity conducted using the Mobile Banking Services, including any Deposit, Loan or other account debits or credits, any other transfers or Bill Payment Services, or any other charges or fees incurred by your use of the Mobile Banking Services. Unless subject to other provisions of this Agreement or other applicable law, you and your users further understand and agree that Bank will not be liable for any loss or damage incurred by you when an unauthorized person gains access to any SMS text messages sent via the Mobile Banking Services. YOU AGREE TO INDEMNIFY THE BANK AND HOLD THE BANK HARMLESS IF THE BANK ACTS WITH ORDINARY DUE CARE AND IN GOOD FAITH IN RESPONDING TO ANY SMS TEXT MESSAGE PURPORTED TO BE SENT BY YOU OR YOUR USER. You and your users understand that you can send secure messages to the Bank over the Internet by logging into Frost Online Banking Services from a personal computer with your User ID, Password and AAI and selecting the “Request Assistance” link. Bank’s use of its normal security procedures for maintaining confidentiality and security of information shall constitute fulfillment of Bank’s obligations to exercise due care.

You and your users understand that you are responsible for accessing, opening and reading SMS text messages on your Mobile Device. It is your and your user’s responsibility to notify the Bank if any SMS text message is not accessible, is incomplete or is unreadable.

You and your users understand that information you provide while using the Mobile Banking Services may be stored on Bank’s secure servers and protected by industry standard encryption techniques. However, the Bank is not accepting any responsibility to archive any communications with you or your users transmitted or received using the Mobile Banking Services beyond the time required by applicable law, if any, or as stated in this Agreement, whichever is longer.

     (iv) E-mail and SMS Text Message Communication With Security Warning About “Phishing,” “Spoofing,” and Other Forms of Identity Theft:
You and your users can send secure messages to Bank over the Internet by logging into Frost Online Banking Services via a personal computer with your User ID, Password and AAI and selecting the “Request Assistance” link. Upon selecting the link, your web browser should show that a secure connection has been established. You and your users may also send e-mail to webhelp@frostbank.com; however, you acknowledge that such e-mail you send is subject to the provisions of Section 10.B. below.

Frost Bank strives to maintain the privacy and security of customer personal data and private information. You and your users understand that the only secure connection that can be established with the Bank is by your logging into Frost Online Banking Services at www.frostbank.com. As stated in Section 10.B., any e-mail communications between Bank and you or your users are not encrypted and are unsecure. You and your users understand and are aware of certain types of Internet scams commonly referred to as “phishing” and “spoofing” whereby individuals attempt to make Internet users believe they are receiving e-mails from a specific trusted source, or that they are securely connected to a trusted web site, when that is not the case. Many of these scams attempt to collect personal and private information about consumers so that the perpetrators can commit credit card fraud, bank fraud, or other forms of identity theft.

You and your users understand and agree that Frost Bank will not send you any e-mail or any SMS text message asking for any of the following personal or private information to be returned to Bank via e-mail, and you and your users will not return such information via e-mail in response to any e-mail even if it purports to come from Bank: your complete account number with Bank; your or your user’s social security number; any of your or your user’s Card numbers or PINs; your or your user’s User ID, Password or AAI; or any other personal or private information. Frost Bank will also never send any e-mail or any E-mail Service asking you or your users to “click here” or “click on this link” to update your account information. All legitimate e-mail and SMS text messages from Bank will instruct you and your users to log into Frost Online Banking Services in order to update or transmit personal or private information.

You and your users understand that Bank cautions you to bear the following in mind when viewing unsolicited e-mail or SMS text messages purportedly coming from Bank:
     • You and your users should not trust e-mail headers or SMS text message numbers because they can be easily forged.
     • You and your users should avoid filling out forms in e-mail messages or SMS text messages because a return e-mail or SMS text message may not necessarily be returned to Bank, or may be misrouted on the way to the Bank.
     • From time to time, Bank may send out notification or other e-mails or SMS text messages regarding updated terms conditions, or services, and such e-mail or SMS text messages may include a link or web site address to an online Bank document. You and your users understand that you should not click on a “log-in” link or enter any web site address purporting to come from Frost Bank in any e-mail or SMS text message, and you understand that you or your users can always type in www.frostbank.com to navigate to the official Frost Bank web site.
     • You and your users should fill in all personal or private information only while logged into Frost Online Banking Services because logging in establishes a secure connection with Bank.
     • You and your users understand and agree to notify Bank immediately if you believe your User ID, Password or AAI have been transmitted to a web site, device or individual other than the official Frost Bank Site or Frost Bank personnel, or have been otherwise compromised.

E. Frost Online Banking Services Hours and Availability: You and your users may use Frost Online Banking Services almost any time, day or night, seven (7) days a week. Frost Online Banking Services will be temporarily unavailable from time-to-time for scheduled maintenance. Unscheduled down time may also occur, but Bank will reasonably attempt to minimize service interruptions. Bank is not responsible for your or your user’s inability to access Frost Online Banking Services for reasons beyond its control, including factors affecting your ISP(s), telecommunications services provider(s), high-speed Internet access provider(s), and other such relevant entities.

F. What To Do If A Frost Online Banking Session (via Personal Computer or Mobile Device) or SMS Text Message Is Interrupted: If your or your user’s Frost Online Banking Services session is interrupted, you and/or your users agree to log on to Frost Online Banking Services again to determine if the previously entered Transaction is displayed. If you or your users cannot reestablish a connection, or ascertain the status of any previously entered Transaction, you or your users agree to call one of Bank’s Internet Banking Specialists at 1-877-714-4932. TO AVOID A DUPLICATE TRANSACTION, YOU AND YOUR USERS AGREE TO NOT REISSUE A TRANSACTION DURING THE INTERRUPTED SESSION UNLESS YOU OR YOUR USERS ARE ADVISED TO DO SO BY AN INTERNET BANKING SPECIALIST. YOU AUTHORIZE THE BANK TO PAY ANY DUPLICATE TRANSACTION, AND BANK IS NOT RESPONSIBLE FOR ANY THIRD PARTY’S REFUSAL TO RETURN ANY FUNDS RESULTING FROM A DUPLICATE TRANSFER.

10. OPTIONAL ONLINE STATEMENT DELIVERY; ELECTRONIC MAIL (“E-MAIL”) COMMUNICATIONS FROM BANK; OPTIONAL E-MAIL SERVICES; OPTIONAL MOBILE BANKING SERVICES.

A. Optional Online Statement Delivery:
You understand that you can choose to receive online statement delivery instead of paper-based statement delivery for your account statements (“Online Statement Delivery”). If you select Online Statement Delivery as an option for your profile in Frost Online Banking Services, you understand and acknowledge that you will thereafter receive all statements, notices and disclosures in electronic form for any of your current Bank accounts that you select, or any future Bank accounts you open with the Bank. You understand that Online Statement Delivery is also governed by the E-SIGN disclosure and agreement provisions contained in Section 10.B. of this Agreement. You understand that instead of receiving a paper statement each month for each of your accounts, you will receive an e-mail notice to be delivered to your Primary E-mail Address (defined below) when your account statements are available to view via Frost Online Banking Services. You understand that these e-mail notices will be sent to you and all signers on each account who have also registered for Online Statement Delivery. You may access your statements and disclosures by logging into Frost Online Banking Services and selecting the appropriate links to view your statements or disclosures. Bank will maintain online access to each electronic statement and disclosure for a period of at least ninety (90) days from the date on which the electronic statement or disclosure is first made available via Frost Online Banking Services.

You understand that Online Statement Delivery will continue for all of your current and any future accounts with Bank until such statement delivery options are changed by you or changed at the Bank’s discretion (with Bank providing written notice to you of such change at Bank’s discretion).

You understand that Online Statement Delivery will consist of the same information that is contained in paper statements received in the regular mail, subject to the following conditions:
     • If you currently receive imaged copies of your checks with your paper statement, the same imaged copies will be available electronically via Frost Online Banking Services.
     • If you currently do not receive imaged checks with your paper statement, then check images will not be available with your electronic statement via Frost Online Banking Services.
     • If you currently receive a CD-ROM Image Archive, a text version of your statement will be available via Frost Online Banking Services. You will continue to receive by mail the CD-ROM containing the imaged copies of your checks.

You understand that any changes you request with respect to starting or cancelling Online Statement Delivery will become effective within two (2) statement cycles from the time the request is received by the Bank. Bank will not impose any fees for the cancellation of Online Statement Delivery, however, certain statement fees may apply subject to the current Bank schedule. You also understand that you will need to meet all of the equipment, access and system requirements set forth in Section 9.C. to access Frost Online Banking Services and Mobile Banking Services, and to view and print any statements, notices and disclosures for Online Statement Delivery.

B. E-mail Communications From Bank:
As part of your registration for Frost Online Banking Services, you are providing Bank with your Internet e-mail address that Bank anticipates using for delivery of Frost Online Banking Services (“Primary E-mail Address”), to provide notification of updates and changes to Frost Online Banking Services, and to provide statements, notices and disclosures via Online Statement Delivery (if you select that option). In addition, by accepting this Agreement, you agree to receive all disclosures, notices and other communications about Frost Online Banking Services, including amendments to this Agreement, in electronic form as further set forth and described in Section 37 below. If you do not wish to receive such notices and communications about Frost Online Banking Services via electronic delivery, you must follow the requirements for cancellation as set forth in Section 37 below. You understand that it is your responsibility to update your Primary E-mail Address (and any Secondary E-mail Address, as defined below) to ensure proper delivery of e-mails. Should you change your Primary E-mail Address for any reason, you will notify Bank immediately to ensure that Frost Online Banking Services and communication between you and Bank are not interrupted. You can change your Primary E-mail Address by accessing Frost Online Banking Services. If you cannot enter the change through Frost Online Banking Services, you may e-mail Bank at webhelp@frostbank.com, call a Bank representative at 1-877-714-4932, or write to Bank at Internet Banking Service Center, P.O. Box 1600, San Antonio, TX 78296.

You understand that Bank strongly encourages you to provide Bank with a second e-mail address, different from your Primary E-mail Address, as a back-up address (“Secondary E-mail Address”). In the event that an e-mail delivery regarding your statement to your Primary E-mail address fails, Bank will attempt to send such e-mail regarding your statement to your Secondary E-mail Address. If the attempt to send such e-mail regarding your statement to your Secondary E-mail Address fails, or if you do not have a Secondary E-mail Address on file, the e-mail regarding your statement will be deemed delivered to you when it is e-mailed or otherwise made available to you. It is your responsibility to keep your Primary E-mail Address and any Secondary E-mail Address on file with Bank accurate at all times. You understand that by selecting the Online Statement Delivery option via Frost Online Banking Services, you are also verifying that as of the date of such selection that you have provided Bank with your most current physical address information, and that you agree to promptly provide Bank notice of any changes or updates to your physical address. You understand that any undeliverable e-mail notifications will be sent to your physical address if either (a) an attempt to send the same e-mail notice to any Secondary E-mail Address fails, or (b) you do not have a Secondary E-mail Address listed. If you choose to pick up your statements at a Frost Bank financial center, you understand that any physical notice will be kept for you in the event that attempts to deliver notices to the Primary or Secondary E-mail Addresses fail.

You understand that you will need to meet all of the equipment, access and system requirements set forth in Section 9.C. to access Frost Online Banking Services and Mobile Banking Services, and to view and print any e-mail statements, notices and disclosures for Frost Online Banking Services.

You acknowledge and agree that because e-mail is not secure, and due to the inability to verify identity via e-mail, Bank will not use e-mail to perform Transactions on your account(s) unless Bank is able to validate the request by other means of communication with you. You understand that the Bank is only required to attempt re-delivery of failed e-mails originally sent to your Primary E-mail Address in the manner stated above. You further understand and agree that Bank will not be liable for any loss or damage incurred by you when an unauthorized person gains access to any such e-mail (see security procedures and warnings in Section 9.D.). YOU AGREE TO INDEMNIFY THE BANK AND HOLD THE BANK HARMLESS IF THE BANK ACTS WITH ORDINARY DUE CARE AND IN GOOD FAITH IN RESPONDING TO ANY E-MAIL PURPORTED TO BE SENT BY YOU OR YOUR USER. You and your users can send secure messages to Bank over the Internet by logging into Frost Online Banking Services with your User ID, Password, AAI and selecting the “Request Assistance” link. Bank’s use of its normal security procedures for maintaining confidentiality and security of information shall constitute fulfillment of Bank’s obligations to exercise due care.

C. Activation of Optional E-mail Services through Frost Online Banking Services:
E-mail Services are available through Frost Online Banking Services. Bank may make additional E-Mail Services available in the future. You understand that you and your users may activate any of the E-Mail Services, and that your selected E-Mail Services will be effective after activation by your making selections in Frost Online Banking Services. You accept and acknowledge that each E-Mail Service may not be encrypted, and because such E-Mail Services are not encrypted, Bank will never include your or your user’s User ID, Password, or full account number. However, E-Mail Services may include your or your user’s name and information about your account(s), such as the last four digits of your account number, or specific account Transaction information. You and your users acknowledge that transmission of the masked account number and specific information including but not limited to dollar amounts, or individual Payees and payors, does not constitute transmission of personal or private information, and you and your users hereby authorize Bank to send such information via e-mail to your Primary E-mail Address provided to Bank. BANK SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES ARISING FROM NON¬DELIVERY, DELAYED DELIVERY, OR WRONG DELIVERY OF AN E-MAIL SERVICE; INACCURATE CONTENT IN ANY E-MAIL SERVICE; ANY ACTIONS RESULTING FROM THE INTENTIONAL OR UNINTENTIONAL DISCLOSURE OF ANY E-MAIL SERVICE OR ITS CONTENTS BY YOU OR YOUR USER TO ANY UNAUTHORIZED PERSON; OR YOUR OR YOUR USER’S USE OR RELIANCE ON THE CONTENTS OF ANY E-MAIL SERVICE FOR ANY PURPOSE. You and your users also acknowledge that all of the terms and conditions regarding e-mail communications stated in Section 10.B. also apply to optional E-Mail Services.


D. Optional Mobile Banking Services:
     (i) Mobile Banking Services Via Mobile Device’s Web Browser and SMS Text Messaging:
This Section 10.D. of the Agreement governs your and your user’s election to use the optional Mobile Banking Services that are offered by Bank as part of Frost Online Banking Services. While the Mobile Banking Services are currently offered at no charge by Bank, you understand that if you or your users decide to activate the Mobile Banking Services, you are responsible for meeting all Mobile Device system requirements set forth in Section 9.C. above, and for all associated costs and expenses, including, without limitation, all fees you or your users incur for data transfers and as a result of sending and receiving text messages through your Mobile Device service. You and your users also understand that Mobile Banking Services are governed by the E-SIGN disclosure and agreement provisions contained in Section 37 of this Agreement. In addition, you and your users understand that Transactions you conduct via Mobile Banking Services may also be subject to: (a) applicable Bank-imposed fees (as set forth in other agreements you have with Bank); and (b) fees imposed by third parties with whom you or your users have entered into other agreements. You and your users understand that Bank reserves the right to assess fees or otherwise charge for Mobile Banking Services in the future upon prior written notice of such fees or charges, with such prior written notice being sent in accordance with Section 33 below.

You and your users understand and acknowledge that the Mobile Banking Services allows you to conduct certain Frost Online Banking Services via your Mobile Device. Bank, in its sole discretion, shall determine which Frost Online Banking Services shall be included in the Mobile Banking Services. You and your users understand that to obtain further details regarding the scope of available optional Mobile Banking Services, you and your users must visit www.frostbank.com and access the information regarding Mobile Banking Services. From time to time, Bank may develop additional Mobile Banking Services, and you and your users understand that you will have the opportunity to subscribe to them, provided that you have the necessary Mobile Device and related hardware and software.

By deciding to enroll in the optional Mobile Banking Services, you and your users understand that you are providing your express consent to Bank to permit Bank to contact you and your users for account alerts, servicing, marketing and fraud prevention purposes, and any other purposes as provided in this Agreement or under other applicable Bank agreements, including the Bank’s Customer Privacy Statement. You and your users understand that by selecting the optional Mobile Banking Services, you are agreeing that Bank may transmit e-mail communications that you access via the web browser on your specified Mobile Device and/or SMS text messages directly to your specified Mobile Device that contain certain information and alerts about the accounts you or your users select. SMS text messages may be sent in response to SMS text messages Bank receives from your or your user’s specified Mobile Device or, in some cases, upon the occurrence of a pre-defined condition related to your account (for example, a low balance, overdraft or receipt of deposit). You and your users also agree and acknowledge that account alerts sent via e-mail communications accessed via the web browser on a Mobile Device and/or via SMS text messages will be sent to any and all signers on the account who have registered for the Mobile Banking Service, provided they have given Bank a valid telephone number for a Mobile Device, and have subscribed to the applicable alert. You and your users understand that you are solely responsible for all costs assessed by your or your user’s Mobile Device service provider for receiving SMS messages or other data on your or your user’s Mobile Device.

You understand that you and your users must complete the entire registration process as outlined at www.frostbank.com, including an affirmative statement that your Mobile Device meets the Bank’s minimum system requirements. You also understand that you and your users will need to meet all of the equipment, access and system requirements set forth in Section 9.C. to access Mobile Banking Services, and to view and print any e-mail statements, notices and disclosures for Mobile Banking Services.

All communications and text messages transmitted to Bank using the Mobile Banking Services are not confidential and are deemed to be the Bank’s property. Bank may provide you and your users information, offers, advertisements, links or other materials maintained or offered by third parties in accordance with the terms of this Agreement, applicable law and in accordance with Bank’s “Customer Privacy Statement.” Bank does not control or endorse in any respect any information, products or services maintained or offered by such third parties. You and your users understand that your use of third party content or the purchase of third party products or services is at your own risk. You and your users also acknowledge that the privacy policies of other third party businesses providing any information, services or products in relation to or through the Mobile Banking Services may be different than those of Bank and you and your users should review those policies before engaging in a Transaction or providing any personally identifiable information to such business.

As part of your and your user’s registration for the Mobile Banking Services, you and your users understand that you must certify that you are a customer of Bank, and you and your users agree to provide a valid U.S. telephone number, including the area code, for your and your user’s Mobile Device that will be used for the Mobile Banking Services.

You understand that it is your and your user’s responsibility to provide true, accurate, current and complete information about yourself when registering for the Mobile Banking Services and to maintain and promptly update the registration data to keep it true, accurate, current and complete. Without limiting the foregoing, you and your users understand it is your responsibility to update your telephone number if and when it changes in order to ensure proper delivery of Mobile Banking Services, including SMS text messages. If you or your users change your telephone number for any reason, you or your users will notify Bank immediately to ensure that your Mobile Banking Services and Bank’s communications are not interrupted or inadvertently delivered to another recipient who may be assigned your prior telephone number. You or your users may change your telephone number by following the steps outlined at www.frostbank.com.

(ii) Additional Information Regarding SMS Text Messaging:
The Mobile Banking Services includes the SMS text message feature which allows you and your users to conduct certain Frost Online Banking Services using only the SMS text message feature on your Mobile Device. You and your users understand that you will need a SMS text message enabled Mobile Device to use the SMS text message feature. You and your users also understand that you do not need Internet access on your Mobile Device to use the SMS text messaging feature. To unsubscribe from Text Banking, log into Frost Online Banking, click “Account Services,” and select “Manage Text Banking.” Click “Cancel Text Banking” and follow steps to confirm cancellation.  To unsubscribe from Debit Card Alerts, log into Frost Online Banking, click “Account Services,” and select “Manage Alerts.” Under the tab “Card Alerts,” click on “Cancel Card Alerts” at the bottom of the page.


11. NON-SUFFICIENT FUNDS NOTIFICATION SERVICE (“NSF NOTIFICATION SERVICE”) AND NON-SUFFICIENT FUNDS DISPLAY (“DISPLAY SERVICE”).

The NSF Notification Service is an optional E-Mail Service that is only available for Deposit Accounts on which you are a signer. Bank, in its sole discretion, may decide to offer the NSF Notification Service as part of its Mobile Banking Services. You understand that you can log into Frost Online Banking Services and can use the Display Service to view any NSFs, whether or not you have subscribed to the NSF Notification Service.

You understand that the NSF Notification Service and the Display Service are provided for your information only. Bank makes no warranties or guarantees regarding the payment or non-payment of Transactions, checks or ACH transfers, reported through these services. Bank may choose, in its sole discretion to pay some Transactions rejected for NSF regardless of your account balance; you understand this does not guarantee or imply that Bank will pay any further Transactions rejected for NSF. The NSF Notifications via e-mail (and via Mobile Banking Services, if applicable), and the Display Service, may not reflect a complete list of all NSFs and may include NSF items that the Bank has already paid. Furthermore, NSF Transactions that Bank has already decided to pay may not be displayed in the Display Service, and NSF items displayed may subsequently be paid by Bank.

Each NSF Notification Service e-mail (and notification via Mobile Banking Services, if applicable) is subject to the terms and conditions listed in Section 10.B. of this Agreement. You agree and acknowledge that Bank is providing NSF Notification Service and Display Service for your information and convenience only. You agree that Bank is not responsible if NSF information is not available due to technical difficulties or circumstances beyond Bank’s control. You also agree that Bank is not liable for any Transactions appropriately rejected for NSF or for any service charges or fees resulting from those Transactions or from NSF Transactions paid by the Bank.


12. BILL PAYMENT SERVICES.
A. Bill Payment Services are available through Frost Online Banking Services, and may be made available via the optional Mobile Banking Services at Bank’s sole discretion. Bill Payment Services allow you or your users to instruct the Bank to transfer funds, either by electronic transfer (such as Automated Clearing House (“ACH”)) or by check, to the Payee (each individual transfer being a Bill Payment). Unless otherwise required by law, the Bank is responsible only for using ordinary care in processing and sending Bill Payments you or your users authorize according to this Agreement.

B. The Bank is not liable for any of your losses or damages under the following conditions:
     • If you do not have sufficient funds in your account to make the Bill Payment on the date a payment is scheduled to be sent
     • If you or your users do not allow sufficient time between the date a payment is scheduled to be sent and the due date, as suggested on the Frost Online Banking Services web page you or your users access for Bill Payment Services
     • For the failure of any Bill Payment Payee to correctly account for or credit the Bill Payment in a timely manner
     • For any Bill Payment you or your users authorize that contains an error with regard to the identifying information of the Payee, including the refusal of any such unintended Payee to return any funds transferred as a result of such error
     • For changes to a third party’s account name or number or other identifying information if funds are being transferred to the account of that third party, unless you have advised the Bank of the change sufficiently in advance
     • If Bank has placed a “hold” on any funds in your Deposit Account(s) in accordance with Bank’s rights under applicable laws or any other agreements between Bank and you
     • If a court order, such as garnishment or other legal process, prevents Bank from making a Transfer
     • If Bank has a reasonable basis for believing that you or your user knows or should know that unauthorized use of your or your user’s User ID, Password or AAI or your account(s) has occurred or may be occurring
     • If you default under this Agreement, the Deposit Account Agreement, a credit agreement, or any other agreement with Bank
     • If Bank or you terminate this agreement
     • For any other circumstances beyond the control of the Bank that prevented the Bill Payment, despite reasonable precautions that the Bank has taken, including but not limited to circumstances such as telecommunication outages, power outages, equipment failures, postal strikes, delays caused by other financial institutions, fires and floods

C. All Bill Payments must be payable in U.S. dollars to a Payee located in U.S. states and territories and Canadian provinces listed in Frost Online Banking Services. Bank may (i) restrict categories of Payees to whom Payments may be sent, and (ii) refuse to pay any Payee for any reason at the Bank’s discretion.

D. You and your users must allow sufficient time for your Payment to reach the Payee so that it may be processed prior to the due date, excluding any applicable grace period. Bank strongly recommends that you and your users allow adequate time between the date a Payment is scheduled to be sent and the due date, as suggested on the Frost Online Banking Services web page that you and your users access for Bill Payment Services. If you schedule your Payment following all Bank instructions and requirements, including allowing adequate time between the date a Payment is scheduled to be sent and the due date, as suggested on the Frost Online Banking Services web page, and so long as none of the scenarios or circumstances described in Section 12.B. occur, if the Payment is not applied or credited by the Payee in a timely manner, Bank will reasonably work on your behalf to attempt to resolve the matter, and will pay for any late fees and finance charges that occur due to late credit or application of a Payment.

E. If the Deposit Account designated by you to provide funds for a Payment does not have sufficient funds to cover the Payment, Bank can attempt to advance the necessary funds from your overdraft protection account. However, if your overdraft protection account does not have sufficient funds to make the entire Payment, the Bank can reject the Payment without liability. If you or your users have any questions regarding a rejection, contact one of the Bank’s Internet Banking Specialists at 1-877-714-4932.

F. You and your users understand that the Bank reserves the right to delete your or your user’s list of Payees if you or your users have not used Bill Payment Services for an extended period of time (as determined by the Bank). If deleted, you must re-type the Payee list to use Bill Payment Services again.

G. Please refer to the Frost Online Banking Services web page for information regarding cut-off times for scheduling Payments.

LIABILITIES

13. 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, User ID, Password or AAI or any unauthorized use of, or access to, a Card, PIN, User ID, Password or AAI. 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 1-800-513-7678 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 if you report the unauthorized Transactions to the Bank. Bank may impose greater liability, to the extent allowed by law, if Bank reasonably determines that you or your users were either grossly negligent or fraudulent in the handling of your account or any Card Transactions processed through the VISA System. This may include your or your user’s delay for an unreasonable time in reporting unauthorized Transactions. The zero liability limit does not apply to transfers made via Frost Online Banking Services or 24-Hour Phone Services; liability limits for those types of transfers are addressed in Section 16 below.

D. With regard to any of our ATM, POS and MasterCard® Business Debit Card Transactions processed through the MasterCard system, your liability limits will differ from those set forth herein if you report the unauthorized Transactions to us within the timeframes set forth above. For Transactions processed through the MasterCard system, you understand that you will have no liability for unauthorized Transactions if you report the unauthorized Transactions to the Bank. Your Account must be in good standing, you must have exercised reasonable care in safeguarding the Card(s), and you must not have reported two or more unauthorized events in the past twelve (12) months. Zero liability protection for MasterCard transactions does not apply to: (i) MasterCard cards issued for commercial, business or agricultural purposes, except for MasterCard commercial cards used for small businesses as listed on www.mastercardbusiness.com; or (ii) if a PIN for a debit transaction (including an ATM transaction) is used for the unauthorized Transaction. Bank may impose greater liability, to the extent allowed by law, if Bank reasonably determines that you or your users were either grossly negligent or fraudulent in the handling of your account or any Card Transactions processed through the MasterCard system. This may include your or your user’s delay for an unreasonable time in reporting unauthorized Transactions. The zero liability limit does not apply to transfers made via Frost Online Banking Services or 24-Hour Phone Services; liability limits for those types of transfers are addressed in Section 16 below. In no event will the Bank be liable to you for any consequential, incidental, or exemplary damages resulting from the authorized use of a Card.

E. Use of a Card, Frost Online Banking Services 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.

14. 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.

15. 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.

16. 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 or Password), regardless of how such information was obtained or whether or not you were at fault, unless the Bank was grossly negligent.

17. 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 17, 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 Depository Agreement and any other agreement governing your accounts.

18. 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 or MasterCard from the range of rates available in wholesale currency markets for the applicable central processing date. This rate may vary from the rate Visa or MasterCard itself receives, or the government-mandated rate in effect for the applicable central processing date.

D. Visa and MasterCard 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 and MasterCard 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.

19. 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.

20. 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 the Frost Online Banking Services and 24-Hour Phone Services to you is an independent contractor and is not Bank’s agent.

C. While Bank hopes that the services provided under this Agreement, including, but not limited to the Frost Online Banking Services and Mobile Banking Services, are useful and reliable, you understand that Bank and its third party service providers cannot and do not make any representation or warranty: (i) that you or your users will have continuous or uninterrupted access to the services provided under this Agreement or any of its information, content or functions; (ii) that the services provided under this Agreement will operate on a continuous or uninterrupted basis; or (iii) that any information, content or functions will be error-free. BANK AND ITS THIRD PARTY SERVICE PROVIDERS PROVIDE SERVICES UNDER THIS AGREEMENT AND ALL INFORMATION AND CONTENT DELIVERED BY OR THROUGH SUCH SERVICES TO YOU AND YOUR USERS “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. BANK AND ITS THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, PERFORMANCE, ACCURACY, AVAILABILITY, CONTENT, FUNCTION, ACCESSIBILITY, NON-INTERRUPTION, NONINFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. BANK AND ITS THIRD PARTY SERVICE PROVIDERS ALSO DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, RELATED TO ANY ADVERTISEMENTS OR WEBSITES IN CONNECTION WITH SERVICES PROVIDED UNDER THIS AGREEMENT. YOU UNDERSTAND THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NON-PERFORMANCE OF THE SERVICES (INCLUDING ANY SOFTWARE OR OTHER MATERIALS SUPPLIED IN CONNECTION WITH THE SERVICES) SHALL BE FOR BANK TO USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM AND ADJUSTMENT OR REPAIR OF THE SERVICES.

D. In addition to subsections A. through C. of this Section 20, 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.

E. 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.

F. 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.

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

H. 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.

I. 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.

J. 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).

K. 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.

21. 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.

22. 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.

GENERAL

23. 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.

24. BANK RECORDS AND DATA.
You acknowledge that Bank may elect to record or otherwise document information and e-mail messages entered via the services provided under this Agreement, including, but not limited to, Frost Online Banking Services for record keeping purposes, and you and your users authorize the Bank to record such information. The Bank’s records kept in the regular course of business will be presumed to accurately reflect the contents of your or your user’s instructions to Bank and in the absence of manifest error, will be binding and conclusive.

25. 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. You may purchase up to $4,500 per card per day at Visa or MasterCard merchants, POS terminals, and by cash advance.

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. Limitations on Payments and Transfers From Money Market and Savings Accounts. You and your users understand that there are regulatory limits on transfers/withdrawals for money market and savings accounts during each statement period, including rules limiting the number of payments and Transfers. Please refer to the Bank’s money market account and savings account disclosures, or call any Bank servicing office location for details on these limits.

26. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES; ACCOUNT UPDATER SERVICES.
Generally, information concerning your Designated Account(s) and other Deposit, Loan and other Accounts accessible through the use of services under this Agreement, including, but not limited to, Frost Online Banking Services, 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, by law, or as required by government regulations.

We participate in account updater services that various payment card networks (such as Visa and MasterCard) 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 1-800-513-7678, and allow 60 days for your opt out to take effect. 

27. CREDITS AND OVERDRAFTS.
You and your users may use the Card, Frost Online Banking Services 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.

28. STOP PAYMENT.
You shall have no right to stop payment of a sales draft after that draft has been properly authorized. Any payment by Bank, in accordance with this Agreement, shall reduce, by the amount of the payment, our debt to you in connection with the applicable Deposit Account.

29. 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.

30. 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.

31. BUSINESS DAYS.
Our business days (“Business Day”) are Monday through Friday, excluding federal holidays.

32. CHARGES AND FEES.
A. Card Fees. As a Frost Bank Card holder, you will have free Transactions at any of our ATMs, participating H-E-B and Valero Corner Store locations and at all Point-of-Sale (“POS”) terminals. However, you will be charged a service fee for ATM Transactions (i.e. withdrawals, balance inquiries or transfers) made at all non-Frost Bank ATMs. These Transaction fees will be reflected on your regular account statement, regardless of your account balance. For information regarding our fees applicable to the use of the card, please refer to our current Business Account Schedule of Fees.

B. Frost Online Banking Services Fees. There is currently no service charge for accessing your account(s) with Frost Online Banking Services. There is currently no service charge for paying bills via Bill Payment Services, unless such fees are expressly indicated in your account agreement.

You should note that depending on how you or your users access Frost Online Banking Services, you might incur charges for:
     • Normal account fees and service charges
     • Payments or Transfers made through Frost Online Banking Services from a savings or money market account may result in an excess transaction fee (please refer to your savings or money market account agreement or Schedule for details)
     • Additional fees may be assessed for added self-service features available through Frost Online Banking Services, such as certain stop payment requests, requesting check copy orders, ordering new checks, obtaining account statement copies or any additional services for which the Bank chooses to offer for a fee (you must consult the applicable agreement governing the account to determine if your accounts are subject to these fees)
     • An NSF or overdraft fee may also apply if you or your users schedule payments or transfers from one of your accounts and your available balance is not sufficient to process the transaction on the date scheduled
     • Bank may also charge you a research fee as stated in any applicable Schedule

You understand that Bank may charge additional fees for use of Frost Online Banking Services, and that you and your users may be subject to any other applicable fees related to any Transaction as set forth in any applicable Bank agreement. Bank will automatically deduct fees related to the Transactions on either the account statement date for the account for which Frost Online Banking Services are provided, or on the date the Frost Online Banking Service is actually provided.

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 other costs for  Frost Online Banking Services 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.

33. 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, Frost Online Banking Services, 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 continuing to use Frost Online Banking Services 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.

34. 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 Frost Online Banking Services and 24-Hour Phone Services, where applicable.

B. For immediate cancellation of a Card, you must either call Bank at 1-800-252-5473 or cancel the Card online using Frost 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 Frost Online Banking Services and 24-Hour Phone Services, the Authorized Cardholder(s) can no longer use the Card, 24-Hour Phone Services, or Frost Online Banking Services.

D. Terminating Frost Online Banking Services. Bank and you agree that you and your users may terminate all or one or more of the Frost Online Banking Services, including Mobile Banking Services, that you or your users have selected at any time with or without cause upon prior notice to Bank. To terminate all or one or more Frost Online Banking Services you or your users shall give notice via telephone by contacting one of Bank’s Internet Banking Specialists at 1-877-714-4932, or by sending written notice to the Frost Bank Internet Banking Service Center at P.O. Box 1600, San Antonio, Texas 78296, or by logging into the Bank Site at www.frostbank.com, and following the instructions for de-selecting a particular Frost Online Banking Service or Mobile Banking Service. You understand that the Bank may, in its sole discretion, terminate this Agreement in its entirety or terminate one or more specified Frost Online Banking Services or Mobile Banking Services effective immediately, with or without cause. Bank will provide written notice to you before Bank terminates this Agreement or any Frost Online Banking Service or Mobile Banking Service for any reason other than abuse of the Frost Online Banking Services or Mobile Banking Services, or to prevent a loss. You understand that the termination of this Agreement and/or any of the Frost Online Banking Services or Mobile Banking Services will not release you from any fees or other obligations incurred prior to the date upon which this Agreement or the particular Frost Online Banking Service or Mobile Banking Service is terminated, any fees assessed by Bank in the process of terminating this Agreement and/or any of the Frost Online Banking Services or Mobile Banking Services, or from your responsibility to maintain sufficient funds in your Accounts to cover any outstanding items originated via any Frost Online Banking Service or Mobile Banking Service.

35. GOVERNING LAW; DISPUTE RESOLUTION, WAIVER OF JURY TRIAL.

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.

THIS AGREEMENT PROVIDES FOR THE BINDING ARBITRATION OF ALL DISPUTES 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 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. Such negotiation may include an “in person” meeting between you and the Bank at a mutually agreed time and place, and 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 shall remain confidential as provided by law. If you decline to negotiate, you will be deemed to have waived your right to negotiate or mediate and your 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. Either you or the Bank may request mediation upon written notice to the other party. Such mediation will be scheduled to take place within thirty (30) calendar days after the notice is given. You may designate the mediator. The person you select must have either 10 years or more of practical working experience in the commercial banking industry, 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 commercial disputes, or be a member in good standing of the Texas Academy of Distinguished Neutrals. The Bank shall make no objection to the mediator except for good cause shown. If you fail to designate a mediator, or fail to participate in the mediation, you will be deemed to have waived your right to mediate and your 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 your share of such costs, expenses and fees.

If the mediation is not successful, either you or the Bank may file a claim in arbitration. Any request for arbitration must be by written request delivered to the other party by certified mail. The arbitration will be administered by the American Arbitration Association (“AAA”) or like organization in accordance with the rules for resolution of commercial disputes and the Texas Arbitration Act.

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. If the arbitrators cannot agree on the appointment of the third member, the AAA or like organization shall appoint the third member subject only to a disqualification for cause.  Any person appointed or selected by you and the Bank to serve as an arbitrator must have either 10 years or more practical working experience in the commercial banking industry, 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 commercial disputes, or be a member in good standing of the Texas Academy of Distinguished Neutrals. If the third arbitrator is jointly selected by your and the Bank’s designees or by the AAA or like organization, that third arbitrator shall have these same industry or legal experience or credentials described above.

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 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). 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.
 
The arbitrator(s) shall express their decision in a written award supported by findings made by the arbitrator(s) and signed by all. 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 proceeding before the arbitrators, and the written decision and findings of the arbitrators shall remain confidential between you and Bank unless necessary to  appeal to a secure judicial review or confirmation, or as required by law.

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. This agreement to arbitrate will apply without limitation, regardless of whether 1) your Card is cancelled; 2) you pay us in full any outstanding debt you owe; or 3) you file for bankruptcy.

The agreement to arbitrate applies whenever there is a dispute between you and Frost Bank and if a third party is also involved in the dispute, then the dispute will be decided with respect to the third party in arbitration 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 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. In the event that the AAA or like organization is unable to administer the dispute for any reason, then any dispute less than $100,000 shall be arbitrated instead by a neutral arbitrator selected by agreement of the parties from the current membership roster of the “Texas Academy of Distinguished Neutrals” or, if the parties cannot agree, selected by the Academy’s current Texas President from the current membership, Texas roster. Disputes in excess of $100,000 where the AAA 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, 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, conditions precedent to suit, and will honor all claims of privilege recognized by law. The arbitrator(s) will have the power to award to a party any damages or other relief provided for under applicable law. For disputes less than $100,000 a single arbitrator will conduct the arbitration and will use substantive Texas law, and the applicable statutes of limitations or conditions precedent to suit, and will honor claims of privilege recognized at law. 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. Disputes in excess of $100,000 are subject to this same limitation.

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) 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 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.

Frost will pay any costs that are required to be paid by Frost under the arbitration administrator's rules of procedure. Even if not otherwise required, Frost will reimburse you up to $500 for any initial arbitration filing fees you have paid. We will also pay any fees of the arbitrator and arbitration administrator for the first day of any hearing. If you win the arbitration, we will reimburse you for any fees you paid to the arbitration administrator and/or arbitrator. All other fees will be allocated according to the arbitration administrator's rules and applicable law. If you believe that you are unable to afford any fees that would be yours to pay, you may request that we pay or reimburse them, and we will consider your request in good faith on a case by case basis.

Rules and forms may be obtained from, and Claims may be filed with the AAA or like organization at their respective offices on their web pages. 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.
 
You authorize us to share information about you and your account with affiliates and third parties, unless the law or Bank’s Customer Privacy Statement prohibits us from doing so. Please see Bank’s Customer Privacy Statement for your choices about information sharing.

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.

This provision limits your rights to a jury trial. You should review this provision carefully. If (i) neither you nor Frost seek to compel arbitration of any dispute we have related to this Agreement, your Card, or any transactions involving your Card, 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.  

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. 


36. 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 a Frost Internet Banking Specialist with any questions or concerns about Frost Online Banking Services by calling toll free at 1-877-714-4932. Bank’s specialists will be available to assist you or your users on Business Days from 8:30 a.m. to 9:00 p.m. CST/CDT and on Saturdays from 9:00 a.m. to 1:00 p.m. CST/CDT. You and your users may also call the Internet Banking Service Center with your questions regarding general information about your account(s), such as balance information, transactions conducted outside of Frost Online Banking Services, questions regarding interest earned, or other general questions or concerns.

F. Bookmarking and Linking. You and your users understand that you may create a bookmark in your web browser to the Frost Online Banking Services page of the Site. You may not create any link to Frost Online Banking Services without the written approval of Bank, including, without limitation, a link on a publicly accessible web site. You should refer to the Frost Bank “Terms and Conditions of Use” regarding the Bank Site (available at www.frostbank.com) for information regarding permitted links to the Bank Site.

G. Proprietary Rights. You understand that other than your materials and account information, all content received through Frost Online Banking Services, including Mobile Banking Services, is the exclusive property of Bank and/or its licensors and is protected by copyright and other intellectual property rights. The trademarks, logos and service marks displayed through the Frost Online Banking Services and Mobile Banking Services are the registered and unregistered trademarks of Bank and/or of third parties with whom Bank has entered into licensing or other agreements.
You understand that under no circumstances may you or your users use, copy, alter, modify or change these trademarks, logos and service marks. Nothing available through the Frost Online Banking Services or Mobile Banking Services or contained in this Agreement should be construed as granting by implication or otherwise any license or right to use any trademarks, logos, and service marks without the express written permission of Bank, or the third party which has the rights to such trademarks, logos and service marks, as appropriate.

37. ELECTRONIC RECORDS DISCLOSURE (E-SIGN DISCLOSURE).

A. General.
You understand that you must read this Electronic Records Disclosure carefully and keep a copy for your records. In order to register for and use Frost Online Banking Services, including Mobile Banking Services, and to open any additional Bank accounts online via Frost Online Banking Services (as Bank may allow), you are agreeing to the electronic delivery of legal disclosures, agreements, instructions, communications, online statements (if you select Online Statement Delivery), and other notices related to such services, and you are also agreeing to electronic delivery for all other legal disclosures, agreements, instructions and communications relating to your current accounts or any future accounts you have with the Bank. If at some point in the future you no longer want to receive the legal disclosures, agreements, instructions, communications and online statements (if applicable), then you understand that you may withdraw your consent for electronic delivery of such items, and that you will not be charged any fee for withdrawing your consent, but that doing so will not affect the legal effectiveness, validity or enforceability of electronic disclosures or records that were made available to you prior to the implementation of your withdrawal of consent for electronic delivery. You also understand that you have the right to request that Bank provide to you any record that was provided electronically, or any other record, in paper or non-electronic form, although you are aware that charges and fees for such non-electronic copies may be charged in accordance with the Bank’s current Schedule. To withdraw your consent for electronic delivery, to update your contact information, or to request a paper or non-electronic copy of any record or document, you must either: (i) write to Bank at Frost Bank, Customer Service, P.O. Box 1600, San Antonio, Texas, 78296; (ii) use a method that may be made available to you on the Bank’s Site (www.frostbank.com); or (iii) contact Frost Customer Service at 1-800-513-7678.

B. System Requirements to Access and Retain the Information.
To receive an electronic copy of all required disclosures regarding services provided under this Agreement, Frost Online Banking Services, Mobile Banking Services and your accounts, including related legal disclosures, agreements, instructions, communications and online statements (if applicable), you must comply with the system requirements as set forth in Section 9.C. above. To retain a copy of such materials, your system must have the ability to either download (e.g. to your hard disk drive, diskette, CD-ROM or other storage device) or print portable document format (“PDF”) or HTML files. You must have a functioning printer connected to a personal computer or other access device, which is able to print the related legal disclosures, agreements, instructions, communications and online statements (if applicable) on plain white 81/2 x 11 inch paper.

MasterCard ENHANCED BENEFITS
Your Frost MasterCard debit card automatically comes with MasterCard Enhanced Benefits as dictated by MasterCard. Please visit www.frostbank.com to learn more about the MasterCard Enhanced Benefits.

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. Be courteous and keep an adequate distance between yourself and other customers. 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. Also, stand in front of the keyboard to block the view of anyone behind you while entering your PIN.
6. Protect the magnetic strip and EMV chip on your card. Never store the card with its magnetic strip in direct contact with the strip of another 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 1-800-513-7678. If you use Frost Online Banking, go to your Frost Online Banking homepage, click "Account Services" and select "Report a Lost or Stolen Card" under "Card Management."
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 in Frost Online Banking or the Frost App.
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 Bank financial centers or visit your nearest participating H-E-B store.