Portage Commerce Bank Bill Payment Services Agreement 

This is the agreement for Portage Commerce Bank Bill Payment Services and it includes certain disclosures for electronic payments. This agreement is in addition to other agreements between Portage Commerce Bank and you, including but not limited to, your Internet Banking Services Agreement, and any other agreements you may have with the bank, as each may be modified from time to time. If there is a conflict between the terms and conditions of this agreement and one contained in the other agreements between you and us, this agreement will control.

General Terms.
In this agreement, the words "we," "us" or "our" mean Portage Commerce Bank as appropriate and their successors or assigns. When we use the words, "you" or "your" we mean each person who has an interest in an account or other relationship which is accessible through the Portage Commerce Bank Bill Payment Services and any person authorized such access. Portage Commerce Bank Bill Payment Services (“Services”) means information, communication and transactions provided to you by us through any remote channel, including the Portage Commerce Bank web site, within our Area of Service, including, but not limited to, the following: Account Information, Bill Payments, stop payments, and payment inquiry for account(s) established at Portage Commerce Bank.

Each time you use our Services or you permit any other person to use our Services, you are agreeing to the terms and conditions that we have set out in this agreement, as amended, and each amendment thereto from time to time by us. Each time you use our Services or you permit any other person to use our Services, you are agreeing to the terms and conditions of any instructional material, which we provide to you regarding the Services. And, each time you use our Services or you permit any other person to use our Services, you are acknowledging receipt and understanding of this disclosure.

Except in instances of conflict, the terms and conditions of the Internet Banking Services Agreement shall be incorporated herein by reference. If any terms and conditions of this agreement and the Internet Banking Services Agreement do conflict, however, the terms and conditions of this agreement shall control.

When any payment or other online service generates items to be charged to your account, you agree that we may debit your designated Eligible account or the account on which the item is drawn without requiring your signature on the item and without prior notice to you. Any transactions resulting from your instructions which we receive under your password shall be deemed to have been “a writing” and authenticated by you “in writing.” All records maintained by us of transactions under your password shall be deemed to have been “signed” and to constitute an “original” when printed from records established and maintained by us or our authorized agent in the normal course of business. You agree not to contest the authorization for, or validity or enforceability of, the records and “signed” documents, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files or records are to be in writing or signed by the party to be bound thereby. Records and “signed” documents, if introduced as evidence on paper in any judicial or other proceedings, will be admissible to the same extent and under the same conditions as other documentary business records. Upon our written request, you agree to manually sign or place your signature on any paper original of any record or “signed” document which we provide to you containing your purported signature.

Your use of the Services may be made by use of certain numbers, codes, marks, signs, public keys or other means of establishing your identity and acceptance of the electronic communications, which are acceptable to us.

Liability for Loss.
EXCEPT WHERE THE LAW REQUIRES A DIFFERENT STANDARD, YOU AGREE THAT NEITHER WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR THE SERVICE PROVIDERS SHALL BE RESPONSIBLE FOR DAMAGES, ERROR, LOSS, PROPERTY DAMAGE OR BODILY INJURY, WHETHER CAUSED BY THE EQUIPMENT, SOFTWARE, US, OR BY INTERNET BROWSER PROVIDERS SUCH AS NETSCAPE (NETSCAPE NAVIGATOR BROWSER) AND MICROSOFT (MICROSOFT EXPLORER BROWSER), OR BY INTERNET ACCESS PROVIDERS OR BY ONLINE SERVICE PROVIDERS OR BY AN AGENT OR SUBCONTRACTOR OF ANY OF THE FOREGOING, NOR SHALL WE OR THE SERVICE PROVIDERS BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ECONOMIC OR OTHER DAMAGES ARISING IN ANY WAY OUT OF THE INSTALLATION, USE OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, THE INTERNET BANKING OR BILL PAYMENT SERVICES, INTERNET BROWSER, ACCESS SOFTWARE, THIS AGREEMENT, THE UNAVAILABILITY OF INTERNET BANKING OR BILL PAYMENT SERVICE OR ANY ERRORS IN INFORMATION PROVIDED THROUGH THIS SERVICE, EVEN IF WE OR A SERVICE PROVIDER HAVE BEEN ADVISED OF OR ARE OTHERWISE AWARE OF THE POSSIBILITY THEREOF, EXCEPT AS LIMITED BY APPLICABLE LAW. THE MAXIMUM AGGREGATE LIABILITY OF US FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE LESSER OF THE AMOUNT YOU ORIGINALLY PAID FOR THE SERVICE, PRODUCTS OR MATERIALS OR ONE HUNDRED U.S. DOLLARS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

Account Access.
To have access to the Services, you must be an authorized user of the Software you select. You must also have at least one Eligible personal deposit or one non-personal deposit account with us.  A personal or non-personal account that requires two or more signatures to make withdrawals, transfers or transactions may not be designated as an Eligible account. Each payment from your Money Market checking account is counted as one of the six transfers you are permitted each statement period. Savings accounts are not eligible for Bill Pay Services. Please see your deposit account agreements for further details about account restrictions. If you close your primary personal or non-personal checking account, your services will end and any unprocessed Bill Payment transactions will be cancelled.

Eligible accounts include checking or money market Portage Commerce Bank personal or non-personal accounts. Money Market accounts are limited to three written checks per statement cycle, with a total of six restricted transactions per month. Federal regulations limit some types of transactions to six per month. These restricted transactions include bill payments, telephone transfers, Internet banking transfers, pre-authorized debits, and automated clearinghouse debits.

Liability for Multiple Users of Your Account.
YOU HEREBY RELEASE US FROM ANY LIABILITY AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY ACTION AGAINST US FOR HONORING OR ALLOWING ANY ACTIONS OR TRANSACTIONS WHERE YOU HAVE AUTHORIZED THE PERSON PERFORMING THE ACTION OR TRANSACTION TO USE YOUR ACCOUNT(S) AND/OR YOU HAVE GIVEN YOUR ACCESS CODES TO SUCH PERSON, OR, IN THE CASE OF A JOINTLY HELD ACCOUNT SUCH PERSON IS ONE OF THE OWNERS OF THE ACCOUNT. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) ARISING FROM ANY SUCH CLAIMS OR ACTIONS.

Bill Payment Services.
Access to Bill Payment Services is available only by entering your Customer ID and Password at the Internet Banking login screen. Once validated on the Internet Banking System, there is no additional sign-on required to access Bill Pay.

You may use Portage Commerce Bank Bill Pay to make current, future and recurring payments from an Eligible Portage Commerce Bank designated account. To cancel this service, please contact us during normal business hours.

i. Bill Pay Registration. You are responsible for providing contact information for each payee of a Bill Pay transaction. You are also responsible for providing any changes to this contact information as soon as you are aware of them in order to prevent a loss. Five business days must be allowed for payment processing prior to the due date. Your vendor may require additional processing time, above and beyond our processing time. Using the Bill Payment service, you may only pay established payees with United States addresses. While payments to most payees can be made using the Bill Payment service, we reserve the right to refuse to make payments to certain payees, such as alimony, child support, tax and other court directed or government payments, fines or penalties. We are unable to process any payments to federal, state or local tax agencies.

ii. Authorization of Payment. When you have entered and transmitted a payment instruction, you authorize us or our agent to reduce the balance in your designated account by an amount equal to that amount requested in your payment instruction to us. If there are insufficient funds in your designated account to make the payments you have authorized, we may either refuse to pay the item or we may make the payment and thereby overdraw your designated account. In either event, you are responsible for any non-sufficient funds (NSF) and overdraft charges we may impose as stated in your depositor agreement. Funds for payments clear your account as would any other ACH or paper item.  ACH items usually clear within 3 days; and paper items usually clear within 5 days.  Additional time may elapse due to payee processing delays or other delays in the postal service or electronic payment systems. Bill Payment transactions may not exceed $9,999, or the transaction limit established by the Bank, whichever is lower.

WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM AN NSF OR OVERDRAFT CHARGE.

iii. Stopping Bill Payments. You have the right to stop or change any scheduled payment. You must cancel the payment by no later than 4:00 PM Eastern Time, on the Payment Date, by using the DELETE function on the Pending Bills page of Portage Commerce Bank’s Internet Banking Service.

iv. Bill Payment on time. If you scheduled your payment to be processed at least five business days before the due date, and Portage Commerce Bank or our agent does not properly complete a bill payment on time or in the correct amount, we will pay any late fees or finance charges as long as your account was in good standing with the payee prior to this incident. You will be required to produce proof of the payment in the form of a confirmation number, which you can print or record at the time the payment was scheduled. We shall not be responsible for any charges imposed or any other action taken by a payee resulting from a payment that you have not scheduled properly, including any applicable finance charges and late fees. IN ADDITION, WE WILL NOT BE LIABLE IF ANY THIRD PARTY THROUGH WHICH ANY BILL PAYMENT IS MADE FAILS TO PROPERLY TRANSMIT THE PAYMENT TO THE INTENDED PAYEE. WE WILL ALSO NOT BE LIABLE IN THE FOLLOWING INSTANCES: IF THERE ARE INSUFFICIENT FUNDS OR INSUFFICIENT CREDIT AVAILABLE IN YOUR DESIGNATED PAYMENT ACCOUNT AND/OR OVERDRAFT PROTECTION PLAN; IF A LEGAL ORDER DIRECTS US TO PROHIBIT WITHDRAWALS FROM THE PAYMENT ACCOUNT; IF THE PAYMENT ACCOUNT IS CLOSED OR FROZEN; OR IF ANY PART OF THE ELECTRONIC FUNDS TRANSFER SYSTEM IS NOT WORKING PROPERLY. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF BILL PAY.

v. Termination. Portage Commerce Bank reserves the right to terminate your use of Bill Pay at any time without notice. 

vi. Cancellation of Bill Payment. If, for any reason, you should ever wish to cancel or terminate your Bill Pay service, you must inform us of your decision to do so in writing. We strongly suggest that you cancel all future bill payments at the same time that you cancel your service by deleting those payments yourself using Portage Commerce Bank’s Bill Payment Service. This will ensure that future payments made by you will not be duplicated. We will automatically delete all outstanding payment orders (all individual payments and all recurring payments) once we have been notified that your service has been terminated. If you terminate a Bill Payment service, you authorize us to continue making payments that you have previously authorized until we have a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice, we will make no further payments that you have previously authorized.

vii. Inactivity. If you do not log on for 90 days, we may cancel your Portage Commerce Bank Internet Banking Service. If your service is canceled at any time, your online bill payment information will be lost.

viii. Bill Payment fee. (if applicable) The Bill Pay monthly fees cover service for the previous month and are effective upon enrollment. Fees will be charged to your payment account, whether or not bill payments are made in the month. If the payment account has insufficient funds to cover payment of the fees, we may deduct the fee from any other checking or savings account that you may have with Portage Commerce Bank, in any order we choose. If the fee cannot be paid, we may cancel Bill Pay. After cancellation, Bill Pay may be reinstated once sufficient funds are available in your account to cover all accrued Bill Pay fees and any other pending transfers or debits.

E-Mail.
Through the use of certain Equipment and/or Software, you can use electronic mail (“e-mail”) to contact us about inquiries, maintenance and/or problem resolution issues. We will use reasonable efforts to contact you within 24 hours or the next business day. These responses are considered received, regardless of whether the customer has logged on and read them. E-mail is not a secure method of communication over the Internet and we recommend you do not send confidential information by e-mail. You should never use unsecured Internet e-mail to initiate a transaction against your account.

Portage Commerce Bank Bill Payment Service Fee.
Once you are a registered user of the Portage Commerce Bank’s Bill Payment Services, you may be charged the applicable Monthly Fee and/or Usage Fee whether or not you use the Services (please see the Portage Commerce Bank Fee Schedule). You authorize us to automatically deduct all applicable charges and fees from your Eligible Portage Commerce Bank account. You may also be charged additional fees that may be assessed by your Internet Service Provider and you may be assessed additional fees by your telephone company.

If you do not use this service for any three-month period, we reserve the right to discontinue your service without notice to you. To the extent permitted by law, you give us the right to set off any of your money or property which may be in our possession against any amount owed to us under this agreement. This right of set off does not extend to any Keogh, IRA account, or similar tax-deferred deposit.

Periodic Statement.
You will be mailed periodic statements for your Eligible Portage Commerce Bank account(s) with the regularity provided for in the depositor, credit card, overdraft protection and line of credit agreements. In addition to reflecting your other account activity, your statements will include any transfers or Bill Payments you authorize using the Internet Banking Services.

Reporting Unauthorized Transactions.
If you believe that an unauthorized transaction has been or may be conducted from one of your Eligible personal or non-personal Portage Commerce Bank accounts without your permission, call: (269)-323-2200 or write to: P.O. Box 727, Portage, Michigan, 49081-0727. If you do not report unauthorized transactions that appear on any of your periodic statements within 60 days after such statements are mailed or electronically transmitted to you, you risk unlimited losses on transactions made after the 60-day period if we can prove that we could have prevented the unauthorized use had we been notified within this 60-day period.

To report an error or an unauthorized transaction, you must provide us with the following information:

· Tell us your name and account number(s).

· Describe the suspected error or the nature of the problem, or describe what information you need.

· Tell us the dollar amount of the suspected error.

CONSUMER CUSTOMERS: We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account. For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

Business Days.
Our business days are Monday through Friday, except Federal bank holidays, and other state holidays that may be observed.

Hours of Operation.
Although electronic Bill Payment transactions can be processed only on business days, you can use your Equipment to send us e-mail 24 hours a day, seven days a week, except during any scheduled maintenance periods.

Your Responsibility.
You are responsible for all Bill Payment you authorize using the services. If you permit other persons to use the Service or your Access Codes, you are responsible for any transactions they authorize from your eligible personal or non personal Portage Commerce Bank deposit accounts. Tell us AT ONCE if you believe your Access Code has been lost or stolen. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within two business days, you can lose no more than $50 if someone used your Access Code without your permission. If you do NOT tell us within two business days of after you learn of the loss or theft of your Access Code, and we can prove we could have stopped someone from using your Access Code without your permission if you had told us, you could lose as much as $500. Also, if your statement shows transfers that you did not make, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get any money you lost after the 60 days if we could have stopped someone from taking the money if you had told us in time. If you believe your Access Code has been lost or stolen or that someone has transferred or may transfer money from your account without your permission, call (269)-323-2200 or write to us at P.O. Box 727, Portage, Michigan, 49081-0727. Your use of the Services under an Eligible deposit account is your agreement to assume all risks and losses associated with the disclosure of your Access Codes to your employees or other persons. You agree to limit disclosure of your Access Codes to those employees and other persons you authorize to use the Services. YOU HEREBY RELEASE US FROM ANY LIABILITY AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY ACTION AGAINST US FOR HONORING OR ALLOWING ANY ACTIONS OR TRANSACTIONS WHERE YOU HAVE AUTHORIZED THE PERSON PERFORMING THE ACTION OR TRANSACTION TO USE YOUR ACCOUNT(S) AND/OR YOU HAVE GIVEN YOUR PASSWORD TO SUCH PERSON. YOU AGREE TO INDEMNIFY US AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) ARISING FROM ANY SUCH CLAIMS OR ACTIONS.

Liability for Bill Payments.
We or a third party acting as our agent, are responsible for completing Bill Payments from your personal account(s) on time according to your properly entered and transmitted instructions.

HOWEVER, NEITHER WE NOR THE SERVICE PROVIDER WILL BE LIABLE:

· IF YOU DO NOT HAVE ADEQUATE MONEY IN A DEPOSIT ACCOUNT TO COMPLETE A TRANSACTION FROM THE ACCOUNT, OR IF THAT ACCOUNT HAS BEEN CLOSED OR FROZEN;

· IF THE BILL PAYMENT WOULD CAUSE YOUR BALANCE TO GO OVER THE CREDIT LIMIT FOR ANY CREDIT ARRANGEMENT SET UP TO COVER OVERDRAFTS;

· IF YOU HAVE NOT PROPERLY FOLLOWED SOFTWARE OR BILL PAYMENT SERVICE INSTRUCTIONS ON HOW TO MAKE A BILL PAYMENT;

· IF YOU HAVE NOT GIVEN COMPLETE, CORRECT AND CURRENT INSTRUCTIONS SO THAT A BILL PAYMENT CAN BE MADE, SUCH AS FAILURE TO GIVE US COMPLETE AND CORRECT PAYMENT INFORMATION, INCLUDING, BUT NOT LIMITED TO, THE NAME, ADDRESS, ACCOUNT NUMBER, AND PAYMENT AMOUNT FOR THE PAYEE ON A BILL PAYMENT;

· IF YOU DO NOT AUTHORIZE A BILL PAYMENT SOON ENOUGH FOR YOUR PAYMENT TO BE MADE AND PROPERLY CREDITED BY THE PAYEE BY THE TIME IT IS DUE;

· IF A TIMELY BILL PAYMENT IS MADE BUT THE PAYEE NEVERTHELESS DOES NOT CREDIT YOUR PAYMENT PROMPTLY AFTER RECEIPT; OR ANY OTHER LEGAL PROCESS; OR AN AGENT REASONABLY BELIEVES THAT A TRANSACTION MAY BE UNAUTHORIZED AND BASED THEREON THE TRANSACTION IS NOT COMPLETED;

· IF YOU, OR ANYONE YOU ALLOW, COMMITS ANY FRAUD OR VIOLATES ANY LAW OR REGULATION;

· IF YOUR EQUIPMENT AND/OR SOFTWARE, THE BANK’S EQUIPMENT AND/OR SOFTWARE, OR THE PHONE LINES WERE NOT WORKING PROPERLY;

· IF CIRCUMSTANCES BEYOND OUR OR OUR AGENT'S CONTROL PREVENT MAKING A TRANSFER OR PAYMENT, DESPITE REASONABLE PRECAUTIONS THAT WE HAVE TAKEN. SUCH CIRCUMSTANCES INCLUDE, BUT ARE NOT LIMITED TO, COMPUTER FAILURE, TELECOMMUNICATION OUTAGES, POSTAL STRIKES AND OTHER LABOR UNREST, DELAYS CAUSED BY PAYEES, FIRES, FLOODS, OTHER NATURAL DISASTERS; OR ANY ELECTRONIC TERMINAL, TELECOMMUNICATION DEVICE OR ANY PART OF THE ELECTRONIC FUND TRANSFER SYSTEM IS NOT WORKING PROPERLY;

· YOU OR WE HAVE TERMINATED YOUR INTERNET BANKING SERVICE OR CLOSED THE ACCOUNT.

THIS LIST SHALL NOT BE CONSIDERED AS EXHAUSTIVE OF INSTANCES OF OUR LIMITED LIABILITY. THERE MAY BE OTHER EXCEPTIONS TO OUR LIABILITY AS STATED IN YOUR OTHER AGREEMENTS WITH US.

Disclosure of Consumer Account Information to Others.
We may collect nonpublic personal information about you from the following sources:

·          Information we receive from you on applications or other forms.

·          Information about your transactions with us, our affiliates, or others.

·          Information we receive from consumer reporting agencies.

We do not disclose any nonpublic personal information about you or our former customers to anyone, except as permitted by law.

We restrict access to nonpublic personal information about you to our employees who need the information to properly service your account or act upon your requests.  We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

We have entered into an agreement to have another party provide the Bill Payment service or receive your account information. We will provide the third party with information about your linked deposit accounts, your Service transactions, and your electronic mail messages in order to carry out your instructions.

Revised 02/13/04