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Winter Hill Bank
Business Online Banking Agreement

1. Introduction. This agreement describes your rights and obligations as a user of the Business Online Banking Service. (“The Service”) It also describes the rights and obligations of Winter Hill Bank (“the Bank”). Please read this agreement carefully. You must abide by the terms and conditions of this agreement and those provided to you at account opening in order to use this Service.

2. Definitions. The following definitions apply in this Agreement:

We,” “us,” “our” and “ours” mean Winter Hill Bank 342 Broadway, Somerville MA 02145;

“You,” “your” and “yours” mean any corporation, partnership, limited liability company or other business organization that enrolls in Business Online Banking or any individual who enrolls in Business Online Banking for use in connection with deposit accounts, none of which is established primarily for personal, family or household purposes;

Account(s) means one or more eligible checking, savings, money market deposit account, loan, line of credit, or mortgage account you have with Winter Hill Bank;

Account Agreement(s) means any account agreements, such as the Business Deposit Account Agreement, or other applicable agreement relating to any relationship you have with us;

Administrator means the individual designated by any authorized party and approved by us as the administrator of Business Online Banking on your behalf;

Additional user means any individual, whether or not an authorized party or an employee or other agent of yours, designated by you or your administrator and approved by us as a user of Business Online Banking on your behalf;

Authorized party means, if you are an individual, you or, if you are a corporation, partnership, limited liability company or other business organization, any individual authorized by you to transact all business relating to any deposit account or loan account of yours from or to which transfers of funds may be made through Business Online Banking;

Bill Payment Service means our service that allows you to pay or transfer funds to designated payees based upon your instructions to us, via a personal computer, entered on the bill payment site;

Business Day means Monday through Friday, except Federal Reserve holidays;

Electronic document means any periodic statement for an approved deposit account or approved loan account, any image of a check or other item that would normally be provided with a periodic statement for an approved deposit account, any communication that would normally be provided with a periodic statement for an approved deposit account or approved loan account and that is chosen to be sent to you through Business Online Banking (for example, a change of terms notice, an annual privacy notice or another notice that is required by applicable law or an agreement between you and us) or any other communication relating to an approved deposit account or approved loan account that is chosen to be sent to you through Business Online Banking (for example, an automated clearing house, wire transfer or overdraft item notice);

Error detection procedure means any procedure established by us or any agent of ours to detect any error in the communication or transmission of any instruction to us; and

Identifier means any identifier (for example, a username, password, access code or token) assigned by us or any agent of ours to you or your administrator or by you or your administrator to any additional user, or chosen by you, your administrator or any additional user, for use in connection with Business Online Banking;

Instruction to us means any instruction, notice, order or other communication given to us in connection with Business Online Banking;

Liability or expense means, with respect to any obligation of yours to indemnify or reimburse us or any agent of ours, any liability, loss, cost or expense (for example, an attorney’s fee or disbursement, whether the attorney is hired for advice, litigation or any other purpose, or a cost of investigation or litigation).

Mobile banking device means any wireless device (for example, a cellular telephone or tablet) that is capable of being used in connection with Business Online Banking and is approved by us for use by you or on your behalf in connection with Business Online Banking;

Operating procedure means any operating procedure for Business Online Banking established by us or any agent of ours;

3. Access to Services. An application must be completed by an authorized signer(s) of the corporation, association, partnership, or other business entity as applicable.

4. Electronic Agreement. You are agreeing to enter into this Business Online Banking Agreement electronically. By your electronic agreement, you consent to all terms and conditions governing use of the Service as set forth in this Agreement. We will make a printed copy of this Agreement available at your request. However, we recommend that you print a copy of this Agreement for your records.

5. Hours of Operations. The Service is generally available 24 hours-a-day, 7 days a week, except during special maintenance and upgrade periods.

6. Security Identifiers. You must use a combination of security identifiers when using the Service(s), such as User IDs, passwords, authentication questions, and other security procedures or measures that we may from time to time advise or require you to use to access the Service or conduct specific transactions (collectively “Security Identifiers”). You agree that these security measures are commercially reasonable. The failure to use such Identifiers, or the loss, theft, disclosure or unauthorized or fraudulent use of any Security Identifiers could cause you to incur monetary or other losses or damages. Unless otherwise expressly provided in this Agreement, you assume all risks such as potential losses or damages, whether any such loss, theft, disclosure or unauthorized or fraudulent use was accidental or inadvertent, was caused by your negligence, was caused by someone you have authorized to access the Service and who has exceeded that authority or was due to other causes.

Neither you nor your administrator nor any additional user may allow anyone else to have any identifier unless you authorize him or her to use Business Online Banking on your behalf. You, your administrator and each additional user must keep each identifier in a secure location separate from any equipment (for example, a computer or mobile banking device) or software you use or your administrator or any additional user uses in connection with the Service. For reasons of security, we or any agent of ours may render any identifier ineffective. We will not be liable for damages you suffer as a result of you, your administrator or any additional user allowing anyone else to have any identifier.

7. User ID and Password Requirements. You will be asked to choose your User ID consisting of 8 - 15 alpha-numeric characters and a Password consisting of at least 8 alpha-numeric characters, which you will use to obtain access to your Account(s). The Password must contain at least one letter and one number and must not have a character consecutively repeated more than twice (e.g. AAA or 333 are not allowed).

8. Authentication Questions . In addition to your User ID and Password, you will be presented with authentication questions and prompted for responses when you initially access the Service. You will be asked to create these questions during your first login and will be presented with a question and prompted for a response at random when you access the Service and/or make certain transactions using the Service. If you access the Service from a computer other than the one initially used, you will be required to correctly respond to these questions. These questions and your correct responses help us to provide stronger protection of your account information and your transactions. In addition, we may use, or we may require you to use, one or more types of Authentication Tokens or codes to verify your identity and the device you use to access the Service, or to verify a specific transaction. We reserve the right to prevent access to the Service and/or refuse to process any payment or transfer for security reasons, or if we suspect fraud.

9. Computer Security. You acknowledge that we are unable to determine whether your computer has been infected with malicious software or compromised by unauthorized individuals. You are responsible for keeping current virus protection to protect your electronic device, operating system, web browser and any other device that may be used to access the Service, and for regularly scanning your computer or other device for spyware or other malware. We are not responsible for any losses, errors, failures or malfunctions arising in connection with any unauthorized intrusion into your computer system, computer virus, spyware or other malware that may affect your computer, unless we had actual prior knowledge thereof.

10. Notice of loss, theft or unauthorized access or use. If you believe or your administrator or any additional user believes that any identifier has been lost or stolen, that there has been without your authorization any access to any equipment (for example, a computer or mobile banking device) used in connection with Business Online Banking by you or on your behalf or that any transaction involving a deposit account of yours may have been or may be made using the Service without your authorization, you, your administrator or the additional user must contact us at once by telephoning us at 800-444-4300 and asking for our Electronic Banking Department. If any statement for any deposit account or line of credit account of yours with us that we send you or otherwise make available to you indicates that a transaction involving the account may have been made without your authorization during the period covered by the statement or that we may have made an error with respect to the account during that period, you will lose any right to make any claim against us based on the transaction or error unless you notify or your administrator notifies us in writing of the transaction or error in time for us to receive the notice within 60 days after the date we send the statement to you or otherwise make it available to you.

11. Your liability for unauthorized use. How much you will have to bear of any loss of money taken from any deposit account of yours in any transfer of funds or payment ordered through Business Online Banking by an order initiated without your authorization will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds or payments from the account (for example, an agreement governing transfers of funds through an automated clearing house or by a wire or intrabank transfer), but:

12. Transaction Restrictions. The following limitations and other rules apply to transfers of funds and payments initiated by orders given by you or on your behalf through Business Online Banking: Federal Regulations require the Bank to limit pre-authorized transfers (including Online Banking Transfers). The following limitations apply: Money Market Deposit Account – You can make no more than six (6) transfers or withdrawals by means of a preauthorized, automatic, or telephone transfer to another account of yours or to a third party by check, debit card, or similar order to a third party during any statement cycle.

13. Prohibition of certain transactions. Business Online Banking may not be used by you or on your behalf for any prohibited or unenforceable transaction (for example, an illegal gambling transaction, a purchase of an illegal product or a transaction with an individual, organization or government on which the federal government has imposed economic or trade sanctions or with which it has prohibited transactions), but, if it is, you waive any claim that the transaction should not have been charged against any deposit account or line of credit account on the ground that the transaction was prohibited or unenforceable, and you must indemnify us against any liability or expense that is incurred by, imposed on or asserted against us as a result of any claim arising out of the transaction.

We may refuse to honor any order to make a transfer of funds or payment given through Business Online Banking (for example, refusing to do so for reasons of security, to comply with applicable law or because the order reasonably appears to us to be erroneous, incomplete, conditional, fraudulent or possibly illegal).

If, when any order to make a transfer of funds or payment from a deposit account of yours with us given through Business Online Banking is to be charged against the account with respect to the transfer or payment, the amount of the transfer or payment exceeds the amount of money available for withdrawal from the account, we may either make the transfer or payment, in which case you will be liable for the excess, or refuse to make the transfer or payment. In either case, you will be liable for any fee applicable to the withdrawal or attempted withdrawal of money from the account in excess of the amount of money available for withdrawal from the account. But, if we refuse to make the transfer or payment, we may attempt to make it on a later business day of ours.

If, when any order to make a transfer of funds from any approved line of credit account given through the banking feature of Business Online Banking is to be charged against the account, the amount of the transfer exceeds the amount of credit available under the account, we may either make the transfer, in which case the amount of the transfer will be considered to be credit extended under the account, or refuse to make the transfer. In either case, you will be liable for any fee applicable to the obtaining of the credit or attempted obtaining of credit in excess of the amount of credit available under the account.

If an order to make a transfer of funds or payment given through Business Online Banking contains an inconsistency in the name and account or other identifying number of an account or payee, financial institution or other party, we may treat the number as controlling and rely on the number in processing the order.

We may impose any other limitation on the types, number, frequency and amounts of transfers of funds and payments ordered through Business Online Banking.

14. Electronic Documents. Notice of availability of electronic documents through banking feature of Business Online Banking. If the electronic statement delivery feature of the banking feature of Business Online Banking is chosen by you and approved by us for any approved deposit account or approved loan account: You represent and warrant to us that any electronic mail address provided to us by you or on your behalf for use in connection with the use of the electronic statement delivery feature for the account is a valid and active electronic mail address and belongs to you, your administrator or an additional user.

You or your administrator must promptly notify us of any change in any electronic mail address provided to us by you or on your behalf for use in connection with the use of the electronic statement delivery feature for the account by changing the electronic mail address in your profile for the banking feature of Business Online Banking.

You must indemnify us against any liability or expense that is incurred by, imposed on or asserted against us as a result of any claim arising from any email address provided to us by you or on your behalf for use in connection with the use of the electronic statement delivery feature for the account being invalid or inactive or not belonging to you, your administrator or an additional user..

15. Stop Payments. You can use the Service to place a stop payment order for a traditional paper check you have written on any checking account on which you can write checks. To do so, you must provide us with timely, complete and accurate information regarding the account number the item is drawn upon, the check number, and the exact amount of the check. If any information is incomplete or incorrect, we will not be responsible for failing to stop payment on the check. Also, depending on the date you request a stop payment, we may not be able to verify whether the check has been paid, in which case we may ask you to contact us. Stop payment requests become effective only when we confirm their receipt and have verified that the check has not been paid. The order will be effective for six months after the date it is placed against the account on which the check is written.

16. Authorization and appointment as agent. You authorize us and each agent of ours and appoint us and the agent as your agent to take on your behalf any action that we consider or the agent considers to be necessary or appropriate to implement any order given by you or on your behalf through Business Online Banking or to correct any error in crediting or charging any deposit account or loan account in connection with any order given by you or on your behalf through the Service. The withdrawal or directing the withdrawal of money from any deposit account or the obtaining of credit under any approved line of credit account under the authority given and the appointment as your agent made in the first sentence of this section will be as effective as though you had signed a check or withdrawal form to make the withdrawal or to obtain the credit.

17. Business purposes . You represent and warrant to us that each use of a Service by you will constitute a continuing representation and warranty by you that you (i) are duly authorized to enter into this Agreement as a valid, binding and enforceable legal obligation, and have obtained all internal and, if applicable, external approvals and authorizations necessary to permit the execution and delivery of this Agreement. (ii)The use of Business Online Banking by you or on your behalf will be primarily for business purposes rather than personal, family or household purposes. You acknowledge that in connection with Business Online Banking you will not have any right that applies under applicable law to deposit or credit accounts established primarily for personal, family or household purposes but not to deposit or credit accounts not established primarily for personal, family or household purposes (for example, the right to limited liability for unauthorized use of an internet banking service). Nothing in this agreement, any statement for any approved deposit account or approved loan account that we send to you or otherwise make available to you or any notice or other communication or document that we send to you (for example, the use of a term defined in the Electronic Fund Transfer Act or the Truth in Lending Act or the giving of a notice required by the Electronic Fund Transfer Act or the Truth in Lending Act) will give you in connection with Business Online Banking any right that applies under applicable law to deposit or credit accounts established primarily for personal, family or household purposes but not to deposit or credit accounts not established primarily for personal, family or household purposes.

18. Deposit accounts. You represent and warrant to us that no deposit account from which a withdrawal of funds will be ordered by you or on your behalf through Business Online Banking will be a fiduciary account, an account for which two or more persons are required to sign a check written on the account or a withdrawal form for the account or an account subject to a similar restriction. But no limitation on a withdrawal of funds from any deposit account from which a withdrawal of funds is ordered by you or on your behalf through Business Online Banking arising because the account is a fiduciary account, because the account is one for which two or more persons are required to sign a check written on the account or a withdrawal form for the account or because the account is subject to a similar restriction will apply to any withdrawal of funds from the account ordered by you or on your behalf through Business Online Banking.

19. You and your administrator . If you have appointment an Administrator, you represent and warrant to us that you and your administrator will have an unrestricted right to act alone to withdraw or to give any order to withdraw funds from any deposit account from which a withdrawal of funds will be ordered by you or on your behalf through Business Online Banking (for example, by signing a check written on the account or a withdrawal form for the account or intrabank transfer involving funds in the account) and to obtain credit under any approved line of credit account. We may rely on the authority of your administrator to act on your behalf in connection with Business Online Banking (for example, by giving any instruction to us, designating any additional user and limitations on the authority of any additional user to give any instruction to us, terminating or changing any limitation on the authority of any additional user to give any instruction to us, designating any other individual as your administrator, choosing any identifier to be used in connection with any security procedure or requesting that any identifier used in connection with any security procedure be rendered ineffective) until we receive from any authorized party and have a reasonable time to act on a written notice that your administrator is no longer authorized to act on your behalf in connection with Business Online Banking.

20. Additional users. Monitoring whether any additional user is acting within his or her authority to give any instruction to us is your responsibility and the responsibility of your administrator, and we may rely on the authority of any additional user to give any instruction to us.

21. Your responsibility for instructions. You will be responsible for and bound by each instruction given by you, your administrator, any additional user or anyone else you allow or your administrator or any additional user allows to have any identifier or to use Business Online Banking. Each transfer of funds or payment initiated by the instruction to us will be covered by this agreement as though the instruction to us had been given by you. Thus, you will be responsible for verifying the content of each instruction to us (for example, the description in the instruction to us of any amount or any name or account or other identifying number of an account or financial institution or other party), and we will not be responsible for doing so.

Except to the extent required by applicable law, we will not be liable to you for any loss of money taken from the account in any transfer of funds or payment ordered through the Service by an order initiated without your authorization by your administrator, any additional user or anyone else your administrator or any additional user allows to any identifier or to use the Service.

Except to the extent required by applicable law, we will not be liable to you for any loss of money taken from the account in any transfer of funds or payment ordered through the Service by an order initiated without your authorization unless each commercially reasonable security procedure offered by us to you in connection with the Service is followed in connection with the giving of the order to us to make the transfer or payment;

Except to the extent required by applicable law, we will not be liable to you for any loss of money taken from the account in any transfer of funds or payment ordered through the Service by an order initiated by the use of any identifier without your authorization before we receive and have a reasonable time to act on a notice of the possible unauthorized use of any identifier without your authorization;

Except to the extent required by applicable law, we will not be liable to you for any loss of money taken from the account in any transfer of funds or payment ordered through Business Online Banking by an order initiated without your authorization unless we fail to exercise ordinary care in processing the transfer or payment; and

In the case of any loss of money taken from the account in any transfer of funds or payment ordered through the Service by an order initiated without your authorization, our liability will be limited, except to the extent required by applicable law, to the amount of the transfer or payment less any amount that, even with our exercise of ordinary care in processing the transfer or payment, would have been lost.

22. Reimbursement and indemnification. Without limiting any other obligation you have under this agreement to reimburse us, you must reimburse us for any liability or expense incurred by us as a result of our hiring an attorney to enforce any of your obligations under this agreement or with respect to Business Online Banking. Without limiting any other obligation you have under this agreement to indemnify us, you must, except to the extent that this agreement imposes liability on us or to the extent prohibited by applicable law, indemnify us and each agent of ours against any liability or expense that is incurred by, imposed on or asserted against us or the agent as a result of any claim arising in connection with the use of Business Online Banking by you or on your behalf (for example, as a result of our following any instruction to us, acting on any information or document that we receive from you or anyone acting on your behalf or any failure by you or anyone acting on your behalf to maintain the security of any identifier or any equipment (for example, a computer or mobile banking device)). We may charge the amount of the liability or expense for which you must reimburse us or against which you must indemnify us against any approved deposit account or any other deposit account of yours with us or collect it in any other way.

23. Disclaimer of warranties. Business Online Banking is provided by us “as is,” “as available” and, to the extent allowed by applicable law, without any warranty of any kind. Without limiting the preceding sentence, we do not make, except to the extent required by applicable law, and we disclaim, to the extent allowed by applicable law, any express, implied, statutory or other warranty of any kind (for example, any warranty of merchantability or fitness for a particular purpose) concerning Business Online Banking.

24. Equipment, services and software. You are responsible for the selection, installation, maintenance, operation and use of any equipment (for example, a computer or mobile banking device), service (for example, a telecommunication or internet access service) or software (for example, an application used with a mobile banking device) used by you or on your behalf in connection with Business Online Banking. You assume all risks of loss resulting from the selection, installation, maintenance, operation or use of the equipment, service or software (for example, a failure of a telecommunication or internet access service to provide, or a delay by a telecommunication or internet access service in providing, a service). Except to the extent required by applicable law, we will not be liable for any damages (for example, actual, consequential, incidental, special, punitive or exemplary damages), whether arising from breach of contract, breach of warranty, negligence or other tort or strict liability or otherwise, that result from any error in selecting, installing, maintaining, operating or using, unavailability, failure, malfunction or interruption of, compromise of data sent using or virus or similar problem resulting from the equipment, service or software, even if we are notified of or otherwise know or should know of the possibility of those damages.

You must indemnify us against any liability or expense that is incurred by, imposed on or asserted against us as a result of any claim that the operation or use of the equipment, service or software by you or on your behalf in connection with Business Online Banking infringes any copyright, patent, trademark, trade secret or other property right of any party.

25. Limitation of liability. Except as specifically set forth herein or where the law requires a different standard, we shall not be responsible for any loss, damage or injury or for any direct, indirect, special, incidental, exemplary or consequential damages, including lost profits, loss of data, files, profit or good will or the costs of procurement of substitute goods or services, arising from or related to the Service, the inability of the Service, or otherwise in connection with this Business Online Banking Agreement, even if advised of the possibility of such damages.

26. Our liability for failure to make transfers of funds and payments . Our liability for damages you suffer as a result of our failure to make or cause to be made, on time and in the correct amount, any transfer of funds or payment to or from any deposit account ordered by a timely and properly initiated order to make the transfer or payment given by you or on your behalf through Business Online Banking will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds or payments to or from the account (for example, an agreement between you and us governing transfers of funds through an automated clearing house or by a wire or intrabank transfer).

27. Cancellation or suspension You or your administrator may cancel the Service by sending a written notice to PO Box 449105, Somerville MA 02144, or by calling us at 800-444-4300. We strongly suggest that you cancel all recurring and future bill payments before you cancel your Service. This will prevent duplicate payments being made in the future. We may cancel or suspend your right or the right of your administrator or any additional user to use the Service with or without cause. Despite the cancellation by you or your administrator to use the Service, or the cancellation or suspension by us of your right to access the Service, we may process any order given through Business Online Banking. The cancellation or suspension will not affect any of your obligations under this agreement.

28. Notices. Any notice or other communication or document concerning this agreement or the Service that is sent to you by us or on our behalf may be sent in any way allowed by applicable law (for example, electronic mail or facsimile). If sent by mail, the notice or other communication or document will be sent to your current mailing address shown in our records concerning Business Online Banking and may be sent by regular mail. If sent by electronic mail, it will be sent to your current email address shown in those records. If sent by facsimile, it will be sent to your current telephone number for receipt of facsimiles shown in those records. If your mailing address, electronic mail address or telephone number for receipt of facsimiles changes, you or your administrator must promptly notify us of the new mailing address, email address or telephone number. To notify us of the new mailing address or telephone number, you or your administrator must visit any of our offices, call us at 800-444-4300 or write to us at Winter Hill Bank PO Box 449105, Somerville, MA 02144, Attention: Electronic Banking Department. To notify us of the new email address, you or your administrator must change the email address in your profile for the banking feature of Business Online Banking.

Except as otherwise provided in this agreement or by applicable law: Any notice or other communication or document concerning this agreement or Business Online Banking that is sent to you by us or on our behalf will take effect when it is sent; and Any notice or other communication or document concerning this agreement or Business Online Banking that is sent to us by you or on your behalf must be in writing and sent by mail or courier to Winter Hill Bank PO Box 449105, Somerville MA 02144 or any other address we specify and will not take effect until we receive it and have a reasonable time to act on it.

29. Limitation on obligations . Except to the extent required by applicable law, we will not have with respect to Business Online Banking any obligation to you not expressly stated in this agreement.

30. Reliance on instructions, information and documents . Except to the extent required by any security procedure, we may treat as given by you or on your behalf and rely on any instruction to us or any information or document with respect to Business Online Banking that we in good faith believe to have been given or provided by you or on your behalf, and we will not have any obligation to verify that the instruction to us, information or document was actually given or provided, or was authorized to be given or provided, by you or on your behalf or that the instruction to us, information or document is accurate or complete.

31. Electronic mail. If you send the Bank an electronic message, the Bank will be deemed to have received it on the following Business Day. Emails will be answered within a reasonable timeframe.

32. Credit information. We may investigate your credit record and obtain any credit report that we consider to be necessary or appropriate in connection with any aspect of our dealings with you with respect to Business Online Banking (for example, considering whether to cancel or suspend your right to use Business Online Banking and investigating any dispute concerning any transfer of funds or payment ordered through Business Online Banking). We may furnish, and you irrevocably consent to our furnishing, information concerning any aspect of our dealings with you with respect to Business Online Banking to other financial institutions, credit reporting agencies and merchants.

33. Obtaining of information . You irrevocably consent to the obtaining by us or any agent of ours of any information that we consider or the agent considers to be necessary or appropriate to complete any transfer of funds or payment ordered through Business Online Banking or to resolve any error concerning the transfer or payment.

34. Monitoring and recording of instructions . In the regular course of our business, we or any agent of ours may monitor and record, and you irrevocably consent to the monitoring and recording by us or any agent of ours of, any instruction to us, regardless of how the instruction to us is communicated or transmitted.

35. Transfer of claims. If we credit any deposit account or line of credit account of yours with us or reimburse you in any other way for any amount in connection with any transfer of funds or payment made using Business Online Banking that you claim should not have been charged against the account (for example, because of a dispute concerning the transfer or payment or because of any possible illegal, fraudulent or unauthorized use of Business Online Banking), you transfer to us each claim (other than a tort claim) that you have against anyone involved in the transfer or payment, you must not pursue the claim without first obtaining our permission in writing, and you must assist us in any way we ask in our pursuing the claim.

36. Changes in agreement or operating, security or error detection procedure. No change in this agreement or any operating procedure, security procedure or error detection procedure can be made except as provided in this section. We may change this agreement or any operating procedure, security procedure or error detection procedure. Unless applicable law requires otherwise, we will send you a notice of the change or post it on the Business Online Banking section of our website and, unless we determine that the change is required by an emergency (for example, a breach or potential breach of security), will do so at least 30 days before the date the change takes effect. If any notice of the change that we send to you is returned to us as undeliverable, the change will still take effect.

37. Changes in Business Online Banking . We may change Business Online Banking by adding, deleting or changing any feature of Business Online Banking. Unless applicable law requires otherwise, we will send you a notice of the change or post it on the Business Online Banking section of our website and, unless we determine that the change is required by an emergency (for example, a breach or potential breach of security), will do so at least 30 days before the date the change takes effect. If any notice of the change that we send to you is returned to us as undeliverable, the change will still take effect.

38. Changes in fees. We may establish a new fee or change an existing fee that you must pay in connection with Business Online Banking. If we establish a new fee or increase an existing fee that you must pay in connection with Business Online Banking, we will send you a notice of the new fee or increase or post it on the Business Online Banking section of our website at least 30 days before the date the new fee or increase takes effect unless applicable law requires otherwise. If any notice of the change that we send to you is returned to us as undeliverable, the new fee or increase will still take effect. We will not have to notify you if we decrease or eliminate an existing fee that you must pay in connection with Business Online Banking.

39. No notice or loss of rights. We may exercise, waive, fail to exercise or delay exercising any of our rights under this agreement, with respect to Business Online Banking or against any person or property without notifying you or anyone acting on your behalf. By on any occasion exercising, waiving, failing to exercise or delaying the exercise of any of our rights under this agreement, with respect to Business Online Banking or against you or any property belonging to you or acquired by you in the future, we will not lose that right on any other occasion or lose any other of those rights.

40. Waiver of rights by us . None of our rights under this agreement, with respect to Business Online Banking or against you or any property belonging to you now or acquired by you in the future can be waived by us except in a writing signed by us.

41. Assignment We may assign our rights and delegate our duties under this agreement or with respect to Business Online Banking to a company affiliated with us or to any other third party. The Winter Hill Bank customer hereof may make no assignment without the prior consent of the Bank.

42. Permitted actions. We will not be obligated to take or liable for not taking any action in connection with Business Online Banking that this agreement or applicable law allows but does not require us to take. Except to the extent limited by this agreement or applicable law, we may at any time, in our sole discretion, for any reason and without notifying you or obtaining your consent, take any action in connection with Business Online Banking that this agreement or applicable law allows us to take. For example, except to the extent limited by this agreement or applicable law, we may at any time, in our sole discretion, for any reason and without notifying you or obtaining your consent, cancel or suspend your right or the right of your administrator or any additional user to use Business Online Banking, any feature of Business Online Banking or any means of accessing Business Online Banking (for example, a mobile banking device), refuse to honor any order to make a transfer of funds or payment given through Business Online Banking or change this agreement or any operating procedure, security procedure or error detection procedure.

43. Rights under agreement . Our rights under this agreement are in addition to, and not in place of, all rights given us by applicable law.

44. Severability In the even any one or more of the provisions of this Agreement are, for any reason, held to be invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable.

45. Governing Law . This agreement will be governed by and interpreted in accordance with Federal law and Regulation, and to the extent no such Federal law or Regulation exists, by the laws of the Commonwealth of Massachusetts, with venue in Middlesex County.

46. Entire agreement . Except for any agreement between you and us concerning any feature of Business Online Banking, any approved deposit account, any other deposit account of yours with us, any approved loan account, any line of credit account or other overdraft facility with us to which any approved deposit account or other deposit account of yours with us is tied, transfers of funds or payments to or from any approved deposit account or any other deposit account of yours with us, any approved loan account or any line of credit account or other overdraft facility with us to which any approved deposit account or any other deposit account with us is tied or any operating procedure, security procedure or error detection procedure, this agreement is the final and complete agreement between you and us concerning Business Online Banking. If any part of any agreement described in the preceding sentence is incompatible with any part of this agreement, the part of this agreement will control. Any statement concerning Business Online Banking made by any of our employees or anyone else is not part of this agreement. This agreement replaces any other agreement now existing between you and us concerning Business Online Banking.

47. Agreement. By enrolling in Business Online Banking, Business using Business Online Banking or allowing anyone else to have any identifier or to use Business Online Banking, you agree to be bound by all provisions of this agreement, all our instructions and requirements concerning Business Online Banking and all legal terms and conditions contained on our website. Also, if your administrator or any additional user uses Business Online Banking or allows anyone else to have any identifier or to use Business Online Banking, you agree to be bound by all those provisions, instructions, requirements and legal terms and conditions.

48. You represent and warrant to us that each transfer of funds or payment ordered by you or on your behalf through Business Online Banking does not and will not violate applicable law, any judgment or order of any court, agency or other governmental body by which you are bound, your certificate or articles of incorporation, by-laws, operating, limited liability company or partnership agreement or other charter, organizational or other governing document or any resolution of or other action of record by any shareholder, member, director, manager or governing body of yours, do not and will not violate or constitute any default under any agreement or instrument by which you are bound, are in furtherance of your purposes and within your power and authority and do not and will not require any authorization of, notice to or other act by or relating to any other party (for example, a shareholder, member, director, manager or governing body of yours) that has not been duly obtained, given or done and is not in full force and effect.

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