Commerce National Bank: The Bank For Business

The purpose of this Internet Banking User Agreement and Disclosure Statement (the "User Agreement") is to define the operating procedures, rules and responsibilities related to the use of Commerce National Bank’s Internet Banking System, hereinafter referred to as "CNB I-Bank."

Customer requests that, in consideration of Customer agreeing to all of the terms and conditions of this User Agreement, and based on Customer representations that Customer understands and agrees that the terms and conditions set forth below are in addition to those that apply to any other accounts that Customer has with Commerce National Bank (the "Bank") or any other service customer thereafter obtains from the Bank, the Bank hereby grants Customer access to CNB I-Bank. Customer further understands and agrees that any additional instructions and procedures applicable to the services covered by this User Agreement provided by the Bank shall apply to any access or use of CNB I-Bank, or any transactions that are initiated utilizing CNB I-Bank.

1. Definitions: The terms "we," "us," "our," "Commerce National Bank," "CNB," and "Bank" refer to Commerce National Bank. The terms "you" and "your" refer to the Customer entering into this agreement. The term "Account" means any deposit, loan, credit line, or other account with the Bank, including but not limited to those you determine will be accessible using CNB I-Bank, as detailed on the Internet Banking Authorization Form. The term "business days" means Monday through Friday, excluding Saturday, Sunday, and federal banking holidays.

2. Agreement: This agreement sets forth the terms and conditions for utilizing the capabilities of CNB I-Bank. By signing the Internet Banking Authorization Form and delivering it to the Bank, you acknowledge that you have received, reviewed, and agree to abide by and be bound to, the terms and conditions of this User Agreement, as well as all applicable Account agreements and disclosures. Each time you access CNB I-Bank, you may be asked to acknowledge that you have received, reviewed and agree to be bound by the terms and conditions of this Agreement. However, even if you are not asked to acknowledge this agreement when accessing CNB I-Bank, you agree to be bound by the terms and conditions of the User Agreement, as we may amend it from time to time.

3. Requirements: To utilize CNB I-Bank, you must have at least one existing CNB checking account. You must also have at least one online User ID and password, which you will receive from us when you sign up to access CNB I-Bank. You must also have a personal computer with compatible Internet browser software. Currently, CNB I-Bank requires at least Netscape Navigator version 4.0 or Internet Explorer version 4.0 or higher. You are also responsible for and must provide all telephone and other equipment and telecommunication services necessary to access and use the Internet. Finally, you must complete and sign the Internet Banking Authorization Form and deliver it to an employee of the Bank. We also recommend at least a 56k modem and a personal computer with at least 64 megabytes of RAM and a processor speed of at least 350 megahertz.

4. System Performance: The performance of CNB I-Bank depends on several factors including the specifications of the personal computer you are using to access the Internet, the type and speed of the communications device, the line you are using to access the Internet, and the amount of traffic on the Internet. Because of these varying factors, system response time will vary.

5. Types of Accounts: Assuming you meet the requirements specified in this User Agreement, you may use CNB I-Bank to access checking, money market, savings, line of credit, and loan accounts which are serviced directly by the Bank. Currently, credit card and merchant accounts are NOT accessible by CNB I-Bank.

6. Security Administrator: Each business customer must authorize a security administrator for his or her designated accounts. The security administrator is designated on the Internet Banking Authorization Form. It is the responsibility of the security administrator to ensure that all persons with User IDs having authority to access its business accounts understand the importance of security over their passwords and the operating rules of CNB I-Bank.

7. User ID Assignment: You may authorize as many User IDs for your accounts as you deem appropriate and as designated on the Internet Banking Authorization Form. You understand that each company many have multiple User IDs, each with different passwords, account access and security. You also understand that, if appropriately authorized, a single User ID can access the accounts of different corporate entities.

8. CNB I-Bank Capabilities: Through CNB I-Bank, you can manage your designated accounts on your personal computer. You must designate the functions you desire for each User ID requested on the User ID Authorization Form. Dual control (requiring two separate passwords) over input and release of transactions to us is available for bill payment, wire transfer requests, ACH transfer, and direct deposit payroll services. You can use CNB I-Bank to:

View your deposit and loan account balances
Search and review your checking or savings deposit account transaction history for the current or previous statement periods by check number, amount, or date range
Transfer money between your checking, savings and revolving line of credit accounts
Make regular payments to your CNB line of credit or loan account
Pay bills to any merchant, institution or individual with a United States address
Create a stop payment request
Reorder checks for your checking account
Initiate a wire transfer request (additional agreements required)
Initiate ACH transactions (additional agreements required)
Initiate electronic tax payments (additional agreements required)
Initiate payroll direct deposit transactions (additional agreements required)

9. Limitations: The features of CNB I-Bank are limited to the extent, and subject to the terms, noted below:

a. If a hold, as defined in our account disclosures, has been placed on a deposit account from which you request a transfer of funds, you cannot transfer that portion of funds held until the hold expires.
b. In most cases, you may use CNB I-Bank to transfer funds between CNB deposit accounts in which you have an unrestricted right to withdraw funds, and credit line accounts in which you have an unrestricted right to borrow money.
c. When you use CNB I-Bank to transfer from a credit line account, you agree that the Bank may take any action required to obtain advances on your behalf, including charging your linked credit line account at the Bank without your signature and that you will be responsible for repayment of such advances and interest charges pursuant to the terms of your loan agreement with us.
d. Your ability to transfer funds from certain accounts (primarily money market checking and savings accounts) is limited by federal law. Bill payments made using CNB I-Bank are counted against the permissible number of transfers, as are the other transfer methods described in your account disclosures.
e. Balance and transaction information provided on any day will generally reflect the balance as of the close of business on the preceding business day. Transaction history for your deposit accounts will only be available for the current and previous statement periods.
f. The Bank reserves the right to limit the frequency and dollar amount of transactions from your accounts for security reasons, without prior written notice.

10. New Services: From time to time, the Bank may introduce new services available through CNB I-Bank. We will update this User Agreement and notify you of the existence of these new services. By using any new CNB I-Bank services when they become available, you agree to be bound by the terms and conditions of this User Agreement. You agree that we may notify you of changes by electronic mail to the e-mail address as provided on the most recent Internet Banking Authorization Form. If you have a change in your e-mail address, it is your responsibility to notify us in writing by U.S. Mail or by making a change in person at the Bank.

11. Security and Privacy of Information We will provide each person you authorize with an online User ID and password that will allow access to CNB I-Bank. For security purposes, each user is required to change their password upon initial login to CNB I-Bank. We recommend that passwords consist of letters, numbers and symbols. The password is case sensitive. We recommend that passwords be changed regularly. YOU AGREE THAT THE BANK IS ENTITLED TO ACT ON INSTRUCTIONS RECEIVED UNDER THE USER ID (S) AND PASSWORD (S) REQUESTED BY YOU AND THAT YOU ARE RESPONSIBLE FOR ANY TRANSACTIONS OR LOSSES THAT RESULT FROM THE USE OF YOUR ASSIGNED PASSWORD (S). NOTIFY US AT ONCE IF YOU BELIEVE ANOTHER PERSON HAS OBTAINED ANY ONLINE PASSWORD (S) ASSIGNED TO YOU. For security purposes, it is recommended that online password(s) be memorized and not written down. You are responsible for keeping your assigned password(s) and account data confidential. Upon three unsuccessful attempts to use a password, access to CNB I-Bank will be suspended. Users may contact us at (614) 583-2200 during banking hours to have a password reset and must provide the password reset code as specified on the CNB I-Bank sign-up form. DO NOT SHARE PASSWORD (S) WITH ANYONE. THE BANK DOES NOT HAVE ACCESS TO PASSWORD (S). NO BANK EMPLOYEE WILL EVER ASK FOR YOUR PASSWORD (S).

YOU ACKNOWLEDGE THAT THE INTERNET IS A PUBLIC NETWORK AND THAT YOUR PERSONAL AND BUSINESS INFORMATION AND TRANSACTION DATA WILL BE FLOWING FROM YOUR ACCESS COMPUTER TO CNB I-BANK THROUGH MANY THIRD PARTY COMPUTERS AND TELECOMMUNICATIONS FACILITIES. WHILE CNB HAS IMPLEMENTED CERTAIN SECURITY MEASURES FOR CNB I-BANK, INCLUDING ENCRYPTION OF MESSAGES, YOU AGREE THAT NO ONE CAN ASSURE THE PRIVACY OF YOUR PERSONAL AND BUSINESS INFORMATION OR TRANSACTION DATA DELIVERED OVER THE INTERNET. ACCORDINGLY, YOU ASSUME ALL RISK OF LOSS OR DAMAGE ASSOCIATED WITH THE USE OF CNB I-BANK THAT ARISES OR IS RELATED TO ANY LOSS OF OR ACCESS TO YOUR PERSONAL OR BUSINESS INFORMATION OR TRANSACTION DATA AND AGREE TO RELEASE US AND HOLD US HARMLESS FROM ANY LIABILITY FOR ANY LOSS OF OR ACCESS TO YOUR PERSONAL OR BUSINESS INFORMATION OR TRANSACTION DATA BY THIRD PARTIES, INCLUDING ANY ACCESS BY USE OF YOUR ASSIGNED PASSWORD (S) OR BY ANY UNAUTHORIZED ACCESS TO CNB I-BANK. SINCE THE INTERNET IS A PUBLIC NETWORK AND DATA FLOW IS DEPENDENT ON MILLIONS OF COMPUTERS AND TELECOMMUNICATIONS FACILITIES OUTSIDE OF OUR CONTROL, YOU AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE TO YOU AND YOU AGREE TO HOLD US HARMLESS FROM ANY OF YOUR LOSSES OR DAMAGES RESULTING FROM THE FAILURE OF TIMELY OR ACCURATE DELIVERY OF ANY PERSONAL OR BUSINESS INFORMATION OR TRANSACTION DATA OR ANY DATA CORRUPTION OR FAILURES OF THE SYSTEMS, INCLUDING CNB I-BANK.

12. Cancellation by You: All requests to cancel any of your CNB I-Bank services or User IDs can be made by calling us at 583-2200 but must submitted in writing to COMMERCE NATIONAL BANK, ATTN: CNB I-BANK, 3650 OLENTANGY RIVER RD, COLUMBUS, OH 43214 and signed by the designated security contact within 3 days of your verbal request to cancel. We recommend the User ID and password of any terminated employee be cancelled immediately upon termination. Even after you cancel a User ID and password, you are still responsible for actions taken in connection with CNB I-Bank services that occurred using the cancelled User ID and password prior to its being cancelled, including but not limited to any charges that have accrued with respect to your accounts.

13. Cancellation by CNB: CNB, in its sole discretion, may cancel access to CNB I-Bank or any of its services for any individual User ID or for an entire business customer relationship.

Using Bill Pay Services: Bill payment services are outlined in the attached Addendum A.

Using ACH Services: ACH services, including electronic tax payments, are outlined on attached Addendum B.

Using Wire Transfer Services: Wire transfer services are outlined in the attached Addendum C.

17. Fees: For all business accounts, fees for CNB I-Bank services will be charged to the account analysis charges of the account designated on the Internet Banking Authorization Form. The fees charged are as follows:

Fee per User ID established: $5.00 per month

Fee per ACH transaction initiated $0.10 per item

Fee per vendor paid using Bill Payment $0.40 per payment

Wire transfer services $20.00 per wire sent

18. Errors or Questions: Immediately telephone us at (614) 583-2200, fax us at (614) 583-2201 or write us at 3650 Olentangy River Rd, Columbus, OH 43214, if you think your statement or receipt is wrong or if you need more information about a transaction or transfer listed on your account statement or receipt. We must hear from you no later than 15 days after we sent the FIRST statement on which the problem or error appeared. After 15 days, we shall have no responsibility to correct any error in the statement. You must tell us your name, account number(s) affected, the dollar amount of the suspected error and describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days. We will attempt to determine whether an error occurred within 10 business days after we hear from you or receive written notice from you and will correct any error made by us promptly. If we need more time, we will contact you and complete our investigation as soon as possible.

19. Hours of Accessibility: Subject to the terms and conditions of this Agreement, you can access CNB I-Bank 7 days a week, 24 hours a day. HOWEVER, AT CERTAIN TIMES, SOME OR ALL OF THE CNB I-BANK SERVICES MAY NOT BE AVAILABLE DUE TO SYSTEM MAINTENANCE, SYSTEM UPDATES, EMERGENCIES OR EVENTS BEYOND OUR CONTROL. During these times, the Bank’s touch-tone telephone service may be available and the Bank may be open for business to conduct your transaction. A transfer completed through CNB I-Bank before 5:00 p.m. eastern time on a business day is posted to your account the same day with the exception of Christmas Eve and New Year’s Eve, at which time transfers must be completed by 12:00 noon. All transfers completed after 5:00 p.m. eastern time on a business day or at anytime on a Saturday, Sunday, or federal banking holiday will be posted on the next business day.

20. Stop Payment Request: You may initiate stop-payment requests for your CNB accounts via CNB I-Bank for paper checks you have written. Online stop payment requests are processed as soon as practicable following receipt of the stop payment. Before submitting a stop payment request, you should ensure that the check has not already been paid against your account. Stop payment requests received during non-business hours will be processed as soon as practicable following the start of the next business day. To be effective, this type of stop payment request must precisely identify the name of the payee, the check number, the amount, and the date of the check and must be received by 5:00 pm to be processed that business day. If you make your stop-payment request online or by telephone, we may also require you to put your request in writing, sign it and mail it to us within 14 days after you call. You may incur stop-payment charges as disclosed in the current fee schedule for the applicable account.

21. Assignment: The Bank may assign this Agreement to its parent corporation or any successor to the Bank by virtue of merger, asset sale, or to any now-existing or future direct or indirect subsidiary of its parent corporation. The Bank may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

22. LIMITATION OF OUR LIABILITY: EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD (SUCH AS MAY BE SET FORTH IN OUR DISCLOSURES), YOU AGREE THAT NEITHER WE NOR OUR SERVICE PROVIDERS SHALL BE RESPONSIBLE FOR ANY LOSS, PROPERTY DAMAGE OR BODILY INJURY, WHETHER CAUSED BY EQUIPMENT, SOFTWARE, THE BANK, OR BY INTERNET BROWSER SERVICE PROVIDERS OR BY AN AGENT OR SUBCONTRACTOR OF ANY OF THESE. NOR SHALL WE OR THE SERVICE PROVIDERS BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, ECONOMIC, PUNITIVE OR OTHER DAMAGES ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, MAINTENANCE, AVAILABILITY OR UNAVAILABILITY OF EQUIPMENT, SOFTWARE, THE INTERNET BANKING SERVICES, OR INTERNET BROWSER OR ACCESS SOFTWARE. THE BANK’S MAXIMUM LIABILITY FOR FAILURE TO PROPERLY COMPLETE A BILL PAYMENT, OR FAILURE TO HONOR A TIMELY AND PROPERLY GIVEN STOP PAYMENT ORDER, SHALL BE LIMITED AS PROVIDED IN THIS AGREEMENT. IN NO EVENT WILL THE BANK BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGES OR OTHER LOSSES CAUSED BY THE BANK’S FAILURE, WITHOUT CAUSE, TO MAKE A BILL PAYMENT, FOR AN AMOUNT IN EXCESS OF REASONABLE LATE FEES OR ADDITIONAL FINANCE CHARGES WITH RESPECT TO THE PARTICULAR OBLIGATION NOT CORRECTLY PAID.

23. Disclosures: You acknowledge and agree that you have received, understand and agree to the specific disclosures that apply to each of your deposit and loan accounts. The disclosures provided to you in connection with the opening of accounts, as those disclosures may have been or may be revised from time to time, continue to apply while this User Agreement is in effect for the applicable CNB I-Bank services and associated accounts. BY AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU CONSENT TO OUR DELIVERY OF ANY DISCLOSURES BY U.S. POSTAL SERVICE, PROVIDING IT TO YOU IN PERSON OR BY ELECTRONIC MAIL AND ASSUME ANY RISK OF LOSS OR DAMAGE, LOSS OF PRIVACY OR RISKS OF INTERCEPTION OR INTRUSION THAT MAY OCCUR IN THE METHOD OF DELIVERY.

24. Governing Law: This Agreement will be governed by and interpreted in accordance with applicable Ohio and federal laws and regulations. State laws and regulations apply unless there is a superseding federal law or regulation.

25. Other Agreements: In addition to this Agreement, both you and the Bank agree to be bound by and will comply with the requirements of the applicable disclosures, the Bank’s rules and regulations, the rules and regulations of any funds transfer system to which the bank belongs, and applicable state and federal laws and regulations. If any conflict exists between the agreement and other account disclosures we have provided you on an active account, the account disclosure provisions will be superior to this agreement.

26. Changes to this Agreement, Charges, Fees or Other Terms: We reserve the right to change the charges, fees, or other terms described in this User Agreement. When changes are made to any fees, charges, or other material terms we will update this User Agreement, and either send a notice to you at the address shown on our records, or send you an electronic mail message. The electronic mail message may direct you to a page on the CNB I-Bank services website. This notice will be posted or sent at least 30 days in advance of the effective date of any additional fees for CNB I-Bank services or any increase in your responsibility for unauthorized transactions, unless an immediate change is necessary to maintain the security of the system. If an immediate change is made, and we can determine that it can be disclosed without jeopardizing the security of the system, we will provide you with electronic or written notice as soon as possible, but no later than 30 days after the change. We also reserve the option, in our sole discretion, to waive, reduce or reverse charges or fees in individual situations. Changes to fees applicable to specific accounts are governed by the applicable account disclosures.

27. Entire Agreement: This User Agreement, as published online in connection with CNB I-Bank services, as it may be revised from time to time, as well as all exhibits, addendums, appendices, account disclosures, privacy policy and applicable fee schedules constitute the entire and only agreement with respect to the subject matter of this User Agreement between you and the Bank, applicable also to all users of CNB I-Bank using your assigned password(s), whether or not authorized by you. This Agreement supersedes all representations, proposals, inducements, assurance, promises, agreements and other communications with respect to the subject matter of this User Agreement except as expressly set forth in this User Agreement.

28. Preventing Misuse of Your Account: Your role is extremely important in the prevention of any wrongful use of your account, including but not limited to through the Internet Banking System. You must promptly examine your statement upon receipt. If you find that your records and ours disagree, you must immediately notify the Bank at (614) 583-2200.

29. Protecting Personal Information: In addition to protecting your account information, you should take precautions to protect your personal identification information, such as your driver’s license number, Social Security Number, etc. This information by itself or together with information on your account may allow unauthorized access to your account. It is your responsibility to protect personal information with the same level of care that you protect your account information, but in any case, with no less care that a reasonable personal standard of care.

30. Communication with CNB: To notify us, call CNB at (614) 583-2200, or electronic mail the Internet banking department at webmaster@CNBCbank.com or write Commerce National Bank, 3650 Olentangy River Rd, Columbus, OH 43214. However, electronic mail, or e-mail, transmissions are not secured. Any e-mail you send us may be intercepted by a third party outside the security of the CNB I-Bank services website. Therefore, we urge you to not send us sensitive information such as account numbers by using an Internet e-mail system. Please be aware that any electronic mail you send us will become our property and will be retained by us for future reference.

31. Severability: If any provision of this User Agreement or any of its exhibits, appendices or attachments is held to be unenforceable, invalid, or void to any extent for any reason, that provision shall remain in force and effect to the maximum extent allowable, if any, and the enforceability and validity of the remaining provisions of this Agreement shall not be affected thereby.

Version: 2001-03

Commerce National Bank 3650 Olentangy River Rd. Columbus, Ohio 43214. Member FDIC - Equal Opportunity and Housing Lender