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ONLINE BANKING & BILL PAY SERVICE GENERAL TERMS AND CONDITIONS

This agreement states the terms and conditions that apply when you use Citizens Bank of Kentucky Online Banking

services. These terms and conditions are in addition to those that apply to any accounts you have with us or any other

services you obtain from us. By your initial access to Citizens Bank of Kentucky’s Online Banking service you agree to the

terms and conditions of this Agreement.

DEFINITIONS. “Bank”, “Citizens Bank of Kentucky”, “we”, “us”, or “our” refers to Citizens Bank of Kentucky, and “you”

and “your” refers to each depositor, borrower, authorized signer, or authorized user for an account with Citizens Bank of

Kentucky.

SECURITY. We may provide you with a User ID and/or passwords (collectively, a “Security Code”) to access the Services.

You agree to: (a) take reasonable steps to safeguard the confidentiality and security of the Security Code, and any other

proprietary property or information we provide to you in connection with the Services; (b) notify us immediately if you

have any reason to believe the security or confidentiality required by this provision has been or may be breached. Our

security procedures are not designed for the detection of errors (e.g., duplicate payments or errors in your fund transfer

instructions). We will not be obligated to detect errors by you or others, even if we take certain actions from time to

time to do so.

When visiting our online banking sign-on page, your browser establishes a secure session with our server. The secure

session is established using a protocol called Secure Sockets Layer (SSL) Encryption. This protocol requires the exchange

of what are called public and private keys. Keys are random numbers chosen for that session and are only known

between your browser and our server. Once keys are exchanged, your browser will use the numbers to scramble

(encrypt) the messages sent between your browser and our server. Both sides require the keys because they need to

descramble (decrypt) messages received. The SSL protocol assures privacy, but also ensures no other website can

"impersonate" your financial institution's website, nor alter information sent. To learn whether your browser is in

secure mode, look for the secured lock symbol at the bottom of your browser window.

1. Hardware and Software Requirements. To be able to use Citizens Bank of Kentucky’s Online Banking, you must

provide your own personal computer with internet access. Citizens Bank of Kentucky can be accessed through a basic

web browser like Microsoft Internet or Netscape Navigator. You are and will remain solely responsible for the purchase,

hook-up, installation, loading, operation, and maintenance of your own personal computer and for all related costs. You

are solely responsible for scanning the Hardware and the Software for computer viruses and other related problems on

an ongoing basis.

Hyperlinks – Links to other web sites from this web site and the Online Banking product are occasionally

provided only as a convenience to you, our customer. We are not responsible for the content or accuracy of

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third-party web sites. They may collect data and personal information about you, and you should review the

privacy statement of a web site before you provide any personal or confidential information.

To help us monitor the use of our web site and the Online Banking product, our Internet Service Provider does

collect general information about visitors to our web site and Online Banking. This information includes the

date and time a visitor accessed our system, the Internet address from which our web site was accessed, the

name and version of the accessing web browser and the name of the domain from which the visitor accessed

the Internet. This general information does not include any nonpublic personal information. The general

information that is collected is used for statistical purposes and is tied only to your Internet Protocol (IP)

address. An IP address is automatically assigned to your computer whenever you’re surfing the Internet.

Our Internet Service and Online Banking Provider do store a temporary “cookie” on a visitor’s computer to

ensure that the visitor is viewing the proper materials that are posted on the various pages of our web site, and

to ensure delivery of the correct account information. A “cookie” is a small text file that is placed on your

computer and its use is terminated each time you terminate your web site session. It is for this reason that it is

recommended that you log out of Internet Banking. A logout will remove the temporary “cookie”, even if you

maintain your web site session.

2. The Accounts. You agree to use Citizens Bank of Kentucky Online Banking solely for the services described in this

Agreement. You may designate multiple accounts in conjunction with your Online Banking access. You may add any

account for which you, or all of you if more than one, are depositor, borrower, or authorized user by notifying the Bank

or by visiting any Bank branch office. If you close or delete all accounts designated for Citizens Bank of Kentucky’s

Online Banking, you will no longer be able to use Citizens Bank of Kentucky’s Online Banking service.

3. ID and PASSWORD; Confidentiality of Password. All Citizens Bank of Kentucky’s Online banking transactions or

inquiries must be initiated by use of your Citizens Bank of Kentucky’s Online Banking User ID (ID) and Password. All first

time users of Citizens Bank of Kentucky’s Online Banking will be required to register. Your initial User ID will be your

choice and entered during the initial registration. Your User ID must consist of 8-15 characters, may include alpha,

numeric, or special characters, and cannot be the same as your Tax ID#/SSN or account number with Citizens Bank of

Kentucky. You will also be required to supply a Password, which must be 8 characters, at least 1 number, at least 1

uppercase letter, at least 1 lowercase letter, and Password cannot contain leading or trailing blanks. You can change this

Password as often as you like through the Online Banking User Options. You cannot use your social security number. It

is recommended that you do not use your birthdays, names, or other codes that may be easy for others to determine as

your password. No Bank employee will ever ask for your Password, nor should you provide it to anyone unless you

intend to allow that person access to your accounts.

You agree to keep your password confidential. Use of the password by your or by any other person with your

authorization will be considered the same as your written signature authorizing us to complete any transaction or

request communicated through Citizens Bank of Kentucky online banking. You are responsible for all payments you

authorize using the service. If you permit other persons to use the service or your password or other means to access

your account, you are responsible for any transactions they authorize. If you believe that your password or other means

to access your account has been lost or stolen or that someone may attempt to use the service without consent or has

transferred money without your permission, you must notify that service at once by calling 1-877-370-1783 during

customer service hours.

If you authorize another person to use your password, that person can use Citizens Bank of Kentucky’s Online Banking to

view any information or initiate any transaction on any of the accounts to the same extent as you, including viewing

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information or initiating transactions on accounts to which that person does not otherwise have access. As such, your

sharing of your Password is strongly discouraged by the Bank, and is done at your own risk.

If a third party should gain access to your password, you alone are responsible for changing the password so as to deny

the third party’s access to your banking information. Given the electronic nature of these transactions, the Bank shall

have no liability to you in the event a third party should gain access to your password through no fault of the Bank.

You should always exit Citizens Bank of Kentucky Online Banking after you finish viewing your accounts. Never leave

your computer unattended while accessing Citizens Bank of Kentucky’s Online Banking. If you do, a third party may be

able to access your accounts from your terminal, without ever needing to use your password.

4. Business Days. Business Days for the Bank and for Citizens Bank of Kentucky’s Online Banking are Monday through

Friday, excluding federal holidays. You may access the account through Citizens Bank of Kentucky’s Online Banking 24

hours a day, seven days a week. Citizens Bank of Kentucky may perform regular maintenance on our systems or

equipment, which may result in interrupted service. We will attempt to provide notification in advance of interrupted

service.

5. Transfers to and from Accounts. Online Banking transfers between accounts are considered ‘electronic funds

transfers’ as defined in Regulation E. Some accounts have transfer limitations, as described in the account disclosure

provided to you at the time the account was opened. Any limitations that apply to your account(s) regarding deposits,

transfers and withdrawals also apply through Online Banking. You may use Citizens Bank of Kentucky’s Online Banking

to initiate electronic funds transfers from deposit accounts (checking or savings) to other deposit accounts or loan

accounts. You may also transfer from a Line of Credit to a deposit account. Transfers may not be made from time

accounts (certificates of deposits).

a) Limitations. Your ability to initiate bank transfers between accounts may be limited by federal law or by the

terms of your agreement with us as described on each account’s disclosure statement you received when that

account was opened. You may obtain a new disclosure statement by contacting our bank.

b) Bank transfers from deposit accounts that are savings or money market deposit accounts are limited as

required by federal regulation to no more than 6 preauthorized transfers in any specified period. The

specified period for statement savings is the calendar month. The specified period for the money market

accounts is the statement cycle. Online Banking transfers are considered preauthorized transfers and must

comply with the federally regulated limitation. Your account must have sufficient funds in order for transfers to

be completed. You cannot post-date a transfer. Fees may apply according to your account disclosure. Excess

withdrawals beyond what is allowed by Regulation E may result in your account being closed or switched to

another account.

c) Time of bank transfers, posting. If you initiate a bank transfer of available funds on or before six (6:00 pm ET)

on a business day, the bank transfer will be posted on the same business day. If you initiate a bank transfer later

than (6:00 pm ET) on a business day, the bank transfer will be posted on the next business day.

6. Account Information. You may use Citizens Bank of Kentucky’s Online Banking to receive, download, and store or

print information regarding an account that is routinely set forth in the statement for the Account, debits and credits

made to the account, amounts and item numbers for items drawn on the account (if applicable), and the daily account

balance (including interest credited to a Deposit Account and finance charges accrued on a Credit Account). Because the

information made available to you is ‘posted data’, it may not include transactions that have not yet been posted to

your account for that business day. You will still receive your usual periodic printed statement of account.

7. Electronic Mail Service. You may use Citizens Bank of Kentucky’s Online Banking to send electronic mail (“e-mail”) to

us. The e-mail service may not be used to make bank transfers between accounts. Please be aware that email is

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inherently insecure. Please do not include any information that you do not wish to be shared with others. E-mail

transmitted by you to us via Citizens Bank of Kentucky’s Online Banking may not be delivered to us immediately. We will

not be responsible for acting on or responding to any e-mail request made through Citizens Bank of Kentucky’s Online

Banking until we actually receive your e-mail message and have a reasonable opportunity to act. You should check your

e-mail regularly; we will attempt to notify you by email in the event of any technical difficulties or other occurrence that

may affect your use of Citizens Bank of Kentucky’s Online Banking.

8. Additional Service. We may, from time to time, make additional services available through Citizens Bank of

Kentucky’s Online Banking. We will notify you of the availability and terms of these new services. By using these

additional services when they become available, you agree to be bound by this Agreement and any additional

instructions, procedures and terms provided to you with respect to each of these new services.

9. Fees and Charges. In consideration of our making the Citizens Bank of Kentucky’s Online Banking services available

to you, you agree to pay, and you authorize us to automatically debit to the applicable account for the following fees:

a) Access to Citizens Bank of Kentucky’s Online Bank is furnished at no charge to the customer. This includes

viewing your accounts, current transactions, viewing a range of transactions between dates, transferring funds

from one account to another and viewing previous statements.

10. Errors and Adjustments. We agree to correct any error made in crediting or debiting any account by making the

appropriate adjustment to your account balance. You agree to repay promptly any amount credited to your account in

error, and you authorize us to initiate a debit transfer to any account to obtain payment of any erroneous credit.

If you become aware of any errors on your accounts, notify the bank immediately by calling 1-866-462-2265 or writing

to Citizens Bank of Kentucky at 620 Broadway, Paintsville, KY 41240. You may also visit one of our convenient branch

locations. Your bank deposit account statement contains information on the specific timelines in which electronic

transfer errors must be reported. We must hear from you no later than 60 days after we have sent the first paper or

online statement on which the error appeared.

11. Bank’s Liability for Failure to make or Stop Certain Electronic Funds Transfers. If we do not complete an electronic

funds transfer to or from an account in a reasonable amount of time or in the correct amount according to our

agreement with you, we will only be liable for your direct losses or actual damages, except in the following instances:

If, through no fault of ours, you do not have enough money in the account (or any linked account) to make the electronic

funds transfer or the electronic funds transfer would go over the credit limit on the account.

If you have not completely and properly followed the terms of this Agreement or instructions provided regarding how to

make an electronic funds transfer or the data or instruction transmitted via Citizens Bank of Kentucky’s Online Banking

are inaccurate or incomplete.

If any part of the Citizens Bank of Kentucky’s Online Banking system was not working properly and you knew about the

breakdown when you started your electronic funds transfer.

If circumstances beyond our control prevent or delay the electronic funds transfer, despite reasonable precautions that

we have taken.

If your funds are subject to legal proceeding or if any other claim restricts the transaction.

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If your password has been reported lost or stolen or if we have any other reason to believe that an electronic funds

transfer may be erroneous or unauthorized.

If you, any joint holder, or an authorized cosigner on a Deposit Account has requested that we stop payment of the

electronic funds transfer.

If you have exceeded the limitations on the number of withdrawals or transfers allowed during the statement period for

the type of Deposit Account you have with us (e.g., certain types of savings accounts, including money market deposit

accounts).

If the Deposit Account has been closed.

12. Limits on Bank’s Liability. Our liability for electronic funds transfers made to or from accounts is also governed by

Section 12 and 14. If any provision herein is inconsistent with any provision of Section 12 or Section 14 or any provision

of applicable law that cannot be varied or waived by agreement, the provisions of those Sections or applicable law shall

control. To the fullest extent permitted by applicable law, you agree that we will have no liability whatsoever for any

loss, damage, or claim arising out of any delay or failure in the performance of any Citizens Bank of Kentucky Online

Banking service in accordance with the terms of this Agreement, including but not limited to, that resulting from our

negligence. Our duties and responsibilities to you are strictly limited to those described in this Agreement, except with

respect to any provisions of the law applying to electronic funds transfers that cannot be varied or waived by

agreement. In no event will the Bank be liable for any consequential, special, or punitive damages or for any indirect

loss that you may incur or suffer in connection with the service (even if the Bank has been informed of the possibility of

such damages), including, without limitation, attorney’s fees. The Service Provider is an independent contractor and not

the Bank’s agent. The Bank’s sole duty shall be to exercise reasonable care in the initial selection of the Service Provider.

YOU ACKNOWLEDGE THAT NO EXPRESS OR IMPLIED WARRANTY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY

OF MERCHANTABILITY OR FITNESS OR A PARTICULAR PURPOSE, IS MADE BY THE BANK WITH RESPECT TO ANY CITIZENS

BANK OF KENTUCKY ONLINE BANKING SERVICE OR THE SOFTWARE, AND THE BANK HEREBY DISCLAIMS ALL SUCH

WARRANTIES. The only warranties are those provided by the licensor of the Software and set forth on the Software

package.

To the fullest extent permitted by applicable law, and without limiting the generality of the foregoing, the Bank shall not

be liable at any time to you or any other person for any loss, charge, fee, penalty, expense or other damage resulting

from any failure or delay of the performance of the bank’s responsibilities under this Agreement which is caused or

occasioned by any act or thing 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 the Service Provider or another bank or financial institution to execute

any bank transfer or stop payment. In addition, the Bank shall be excused from any failure or delay in executing a bank

transfer or stop payment, if such execution would result in the violation of any applicable state or federal law, rule,

regulation or guideline. To the fullest extent permitted by applicable law, you agree that the Bank shall not have any

liability whatsoever for any loss caused by the act, error, or omission of you or any other person, including, without

limitation, the Service provider, any Internet access service provider, any federal reserve bank or transmission or

communications facility or any intermediary or receiving financial institution, and no such person shall be deemed the

Bank’s agent.

13. Your Liability for Unauthorized or Erroneous Transfers. You have the obligation to immediately notify the Bank if

your Password has been lost or stolen, or if someone has transferred funds from your account through Citizens Bank of

Kentucky’s Online Banking without your permission. We may require that the notice be in writing. You could lose all the

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money in your Deposit Account, some or all of the money in any linked account, or up to your maximum overdraft line

of credit if you have a check overdraft protection line of credit, if you fail or refuse to immediately advise the Bank of the

unauthorized use of your Password. If you become aware of any errors on your accounts, notify the bank immediately

by calling 1-866-462-2265 or writing to Citizens Bank of Kentucky at 620 Broadway, Paintsville, KY 41240. You may also

visit one of our convenient branch locations. Your bank deposit account statement contains information on the specific

timelines in which electronic transfer errors must be reported. We must hear from you no later than 60 days after we

have sent the first paper or online statement on which the error appeared.

If you believe your password has been lost or stolen or that someone has transferred or may transfer money from an

account without your permission contact our bank immediately by calling 1-866-462-2265 or write to Citizens Bank of

Kentucky, Attn: AIC Online Banking, 620 Broadway, Paintsville, KY 41240.

14. Rejection of Transfers. You acknowledge that the Bank may from time to time, in its sole discretion, reject any bank

transfer.

a) If there are insufficient or unavailable funds in the Deposit Account or the Deposit Account has been closed

or is frozen.

If a bank transfer is rejected or stopped, the Bank will notify you and you will have the sole obligation to remake the

transfer in accordance with the terms of this Agreement and the Software. To the extent permitted by applicable law,

you agree that the Bank will not have any liability whatsoever for refusing to accept or rejecting or returning any bank

transfer. If an overdraft occurs in a Deposit Account, you agree to cause sufficient available funds to pay the amount of

the overdraft to be deposited into or credited to the Deposit Account before the end of that business day. Any

overdraft existing at the close of a business day is immediately due and payable without notice or demand.

15. Disclosure of Deposit Account Information to Third Parties. You agree that we may from time to time disclose to

third parties, information about your accounts or the transactions that you make through Citizens Bank of Kentucky’s

Online Banking:

a) In order to comply with government agency or court orders;

b) If you give us your written permission

16. Amendment. We reserve the right to amend this agreement from time to time as necessary to include, but not

limited to, change in fees, liability, services, etc. Amendments to this agreement will be delivered to you and posted in

our offices at least 30 days prior to effect, unless it is necessary to make immediate changes for security purposes, to

comply with law, changes made by our service provider or as otherwise expressly provided in this Agreement.

17. Termination. You agree that we may cancel or restrict your use of Citizens Bank of Kentucky’s Online Banking or

any Citizens Bank of Kentucky Online Banking service at any time upon such notice (including e-mail) as is reasonable

under the circumstances. Inactive users for 180 consecutive days will be deleted. You may cancel Citizens Bank of

Kentucky’s Online Banking by contacting us in writing at Citizens Bank of Kentucky, 620 Broadway, Paintsville, KY 41240.

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18. Assignment. You may not assign all or any part of your rights or obligations under this Agreement without our prior

express consent, which may be withheld in our sole discretion. We may assign or delegate all or any part of our rights or

obligations under this Agreement, including without limitation, the performance of the services described herein. This

Agreement will be binding on and inure to the benefit of the successors and/or assigns of any party.

19. No Third Party Beneficiaries. This Agreement is for the benefit of you and the Bank and is not intended to grant,

and shall not be construed as granting any rights to or otherwise benefiting any other person, except as expressly

otherwise provided in this Agreement.

20. Choice of Forum. In the event any litigation is instituted to enforce or interpret the terms of this Agreement, you

agree that the exclusive forum therefore shall be the Circuit Court for Johnson County, Kentucky, In the event that the

Bank is the prevailing party, the Bank shall be entitled to reimbursement for all reasonable attorney fees and costs

incurred including, but not limited to, those incurred incident to any appeal.

Online Services. You may use Citizens Bank of Kentucky’s Online Banking to perform any of the following services.

View account information; view current transactions; View range of transactions between dates; Transfer funds from

one account to another; Enter and/or view stop payments; Enter a Change of Address

You may perform management functions for your Online Banking service, including changing your PASSWORD, User ID,

Session timeout, etc.

You may download information about your accounts to certain financial programs like Quicken®, QuickBooks®,

Microsoft Money® software. You are responsible for the setup of this download in order for your financial program or

spreadsheet program to accept it. You are responsible for separately purchasing Quicken, QuickBooks and/or Microsoft

Money, and the Bank makes no warranties nor accepts any liability for such software. Quicken & QuickBooks are

registered trademarks of Intuit, Inc. Money is a registered trademark of Microsoft.

A. Bill Payment Services

a) Service Definitions – “Service” means the Bill Payment Service offered by Citizens Bank of Kentucky, through

iPay Services Corporation. “Agreement” means these Terms and Conditions of the bill payment service.

“Payee” is the person or entity to which you wish a bill payment to be directed or is the person or entity from

which you receive electronic bills, as the case may be. “Payment Instruction” is the information provided by you

to the Service for a bill payment to be made to the Payee (such as, but not limited to. Payee name, Payee

account number, and Scheduled Payment Date. “Payment Account” is the checking account from which bill

payments will be debited. “Billing Account” is the checking account from which all service fees will be

automatically debited. “Business Day” is every Monday through Friday, excluding Federal Reserve holidays.

“Scheduled Payment Date” is the day you want your Payee to receive your bill payment and is also the day your

payment account will be debited, unless the scheduled payment date falls on a non-business day in which case it

will be considered to be the previous business day. “Due Date” is the date reflected on your Payee statement

for which the payment is due. It is not the late date or grace period. “Scheduled Payment” is a payment that

has been scheduled through the service but has not begun processing.

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b) Payment Scheduling – Transactions begin processing four (4) Business days prior to your scheduled payment

date. Therefore, the application will not permit you to select a scheduled payment date less than four (4)

Business days from the current date. When scheduling payments you must select a scheduled payment date

that is no later than the actual Due Date reflected on your Payee statement unless the Due Date falls on a non-

business day. If the actual due date falls on a non-business day, you must select a schedule payment date that is

at least one (1) business day before the actual due date. Scheduled payment dates should be prior to any late

date or grace period.

c) Service Guarantee – Due to circumstances beyond the control of the service, particularly delays in handling and

posting payments by payees or financial institutions, some transactions may take longer to be credited to your

account. The service will bear responsibility for any late payment related charges up to $50.00 should a

payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines

described under “Payment scheduling” in this agreement.

d) Payment Authorization and Payment Remittance - By providing the Service with names and account

information of Payees to whom you wish to direct payments, you authorize the Service to follow the Payment

Instructions that it receives through the payment system. In order to process payments more efficiently and

effectively, the Service may edit or alter payment data or data formats in accordance with Payee directives.

When the Service receives a Payment Instruction, you authorize the Service to debit your Payment Account and

remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment

Date designated by you. You also authorize the Service to credit your Payment Account for payments returned

to the Service by the United States Postal Service or Payee, or payments remitted to you on behalf of another

authorized user of the Service.

The Service will use its best efforts to make all your payments properly. However, the Service shall incur no

liability and any Service Guarantee shall be void if the Service is unable to complete any payments initiated by

you because of the existence of any one or more of the following circumstances:

1. If, through no fault of the Service, your Payment Account does not contain sufficient funds to complete the

transaction or the transaction would exceed the credit limit of your overdraft account;

2. The payment processing center is not working properly and you know or have been advised by the Service

about the malfunction before you execute the transaction;

3. You have not provided the Service with the correct Payment Account information, or the correct name,

address, phone number, or account information for the Payee; and/or,

4. Circumstances beyond control of the Service (such as, but not limited to, fire, flood, or interference from an

outside force) prevent the proper execution of the transaction and the Service has taken reasonable

precautions to avoid those circumstances.

Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to

be removed from your Payment Account or causes funds from your Payment Account to be directed to a Payee

which does not comply with your Payment Instructions, the Service shall be responsible for returning the

improperly transferred funds to your Payment Account, and for directing to the proper Payee any previously

misdirected transactions, and, if applicable, for any late payment related charges.

e) Payment Methods - The Service reserves the right to select the method in which to remit funds on your behalf

to your Payee. These payment methods may include, but may not be limited to, an electronic payment, an

electronic to check payment, or a laser draft payment.

f) Payment Cancellation Requests - You may cancel or edit any Scheduled Payment (including recurring payments)

by following the directions within the application. There is no charge for canceling or editing a Scheduled

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Payment. Once the Service has begun processing a payment it cannot be cancelled or edited, therefore a stop

payment request must be submitted.

g) Prohibited Payments - Payments to Payees outside of the United States or its territories are prohibited through

the Service.

h) Exception Payments

Tax payments and court ordered payments may be scheduled through the Service; however such payments are

discouraged and must be scheduled at your own risk. In no event shall the Service be liable for any claims or

damages resulting from your scheduling of these types of payments. The Service Guarantee as it applies to any

late payment related changes is void when these types of payments are scheduled and/or processed by the

Service. The Service has no obligation to research or resolve any claim resulting from an exception payment. All

research and resolution for any misapplied, misposted or misdirected payments will be the sole responsibility of

you and not of the Service.

i) Bill delivery and presentment - This feature is for the presentment of electronic bills only and it is your sole

responsibility to contact your Payees directly if you do not receive your statements. In addition, if you elect to

activate one of the Service's electronic bill options, you also agree to the following:

Information provided to the Payee - The Service is unable to update or change your personal information such

as, but not limited to, name, address, phone numbers and e-mail addresses, with the electronic Payee. Any

changes will need to be made by contacting the Payee directly. Additionally it is your responsibility to maintain

all usernames and passwords for all electronic Payee sites. You also agree not to use someone else's information

to gain unauthorized access to another person's bill.

Activation - Upon activation of the electronic bill feature the Service may notify the Payee of your

request to receive electronic billing information. The presentment of your first electronic bill may vary

from Payee to Payee and may take up to sixty (60) days, depending on the billing cycle of each Payee.

Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the

Payee. While your electronic bill feature is being activated it is your responsibility to keep your accounts

current. Each electronic Payee reserves the right to accept or deny your request to receive electronic

bills.

Notification - The Service will use its best efforts to present all of your electronic bills promptly. In

addition to notification within the Service, the Service may send an e-mail notification to the e-mail

address listed for your account. It is your sole responsibility to ensure that this information is accurate.

In the event you do not receive notification, it is your responsibility to periodically logon to the Service

and check on the delivery of new electronic bills. The time for notification may vary from Payee to

Payee. You are responsible for ensuring timely payment of all bills.

Cancellation of electronic bill notification - The electronic Payee reserves the right to cancel the

presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The

timeframe for cancellation of your electronic bill presentment may vary from Payee to Payee. It may

take up to sixty (60) days, depending on the billing cycle of each Payee. The Service will notify your

electronic Payee(s) as to the change in status of your account and it is your sole responsibility to make

arrangements for an alternative form of bill delivery. The Service will not be responsible for presenting

any electronic bills that are already in process at the time of cancellation.

Non-Delivery of electronic bill(s) - You agree to hold the Service harmless should the Payee fail to deliver

your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously

delivered bills must be requested from the Payee directly.

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Accuracy and dispute of electronic bill - The Service is not responsible for the accuracy of your electronic

bill(s). The Service is only responsible for presenting the information we receive from the Payee. Any

discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be

addressed with the Payee directly.

This Agreement does not alter your liability or obligations that currently exist between you and your

Payees.

j) Exclusions of Warranties - The service and related documentation are provided “as is” without warranty of any

kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and

fitness for a particular purpose.

k) Your liability for unauthorized Transfers – If you tell us within two (2) Business Days after you discover your

password or other means to access your account has been lost or stolen, your liability is no more than $50.00

should someone access your account without your permission. If you do not tell us within two (2) Business Days

after you learn of such loss or theft, and we can prove that we could have prevented the unauthorized use of

your password or other means to access your account if you had told us, you could be liable for as much as

$500.00. If your monthly financial institution statement contains transfers that you did not authorize, you must

tell us at once. If you do not tell us within sixty (60) days after the statement was sent to you, you may lose any

amount transferred without your authorization after the sixty (60) days if we can prove that we could have

stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a

hospital stay) prevented you from telling us, we may extend the period.

l) Errors and Questions – In case of errors or questions about your transactions, you should as soon as possible

notify one of the following:

1. Telephone 844-228-9984 during customer service hours; 2. Contact the application's e-messaging feature (do not include any account information);

and/or, 3. Write to: iPay, 801 North Black Branch Road, Elizabethtown, KY 42701

If you think your statement is incorrect or you need more information about a Service transaction listed on the

statement, we must hear from you no later than sixty (60) days after the FIRST statement was sent to you on

which the problem or error appears. You must:

1. Tell us your name and Service account number;

2. Describe the error or the transaction in question, and explain as clearly as possible why you believe

it is an error or why you need more information; and,

3. Tell us the dollar amount of the suspected error. If you tell us verbally, we may require that you

send your complaint in writing within ten (10) Business Days after your verbal notification. We will

tell you the results of our investigation within ten (10) Business Days after we hear from you, and

will correct any error promptly. However, if we require more time to confirm the nature of your

complaint or question, we reserve the right to take up to forty-five (45) days to complete our

investigation. If we decide to do this, we will provisionally credit your Payment Account within ten

(10) Business Days for the amount you think is in error. If we ask you to submit your complaint or

question in writing and we do not receive it within ten (10) Business Days, we may not provisionally

credit your Payment Account. If it is determined there was no error we will mail you a written

explanation within three (3) Business Days after completion of our investigation. You may ask for

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copies of documents used in our investigation. The Service may revoke any provisional credit

provided to you if we find an error did not occur.

m) Disclosure of account Information to third parties – It is our general policy to treat your account information as

confidential. However, we will disclose information to third parties about your account or transactions you

make only in the following situations:

1. Where it is necessary for completing transactions;

2. Where it is necessary for activating additional services;

3. In order to verify the existence and condition of your account to a third party, such as a credit

bureau or Payee;

4. To a consumer reporting agency for research purposes only;

5. In order to comply with a governmental agency or court orders; or,

6. If you give us your written permission.

n) Failed or returned transactions – In using the service, you are requesting the service to make payments for you

from your payment account. If we are unable to complete the transaction for any reason associated with your

Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction),

the transaction will not be completed. In some instances, you will receive a return notice from the Service. In

such case, you agree that:

1. You will reimburse the Service immediately upon demand the transaction amount that has been

returned to the Service;

2. You will reimburse the Service for any fees imposed by your financial institution as a result of

the return;

3. You will reimburse the Service for any fees it incurs in attempting to collect the amount of the

return from you; and,

4. The Service is authorized to report the facts concerning the return to any credit reporting

agency.

o) Alterations and Amendments - This Agreement, applicable fees and service charges may be altered or amended

by the Service from time to time. In such event, the Service shall provide notice to you. Any use of the Service

after the Service provides you a notice of change will constitute your agreement to such change(s). Further, the

Service may, from time to time, revise or update the applications, services, and/or related material, which may

render all such prior versions obsolete. Consequently, the Service reserves the right to terminate this Agreement

as to all such prior versions of the applications, services, and/or related material and limit access to only the

Service's more recent revisions and updates.

p) Address or Banking changes - It is your sole responsibility to ensure that the contact information in your user

profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and email

addresses. Changes can be made either within the application or by contacting Customer Service. Any changes in

your Payment Account should also be made in accordance with the procedures outlined within the application's

Help files. All changes made are effective immediately for scheduled and future payments paid from the

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updated Payment Account information. The Service is not responsible for any payment processing errors or fees

incurred if you do not provide accurate Payment Account or contact information.

q) Service Termination, Cancellation, or Suspension - In the event you wish to cancel the Service, you may have

the ability to do so through the product, or you may contact customer service via one of the following:

1. Telephone us at 1-866-462-2265 during customer service hours; and/or

2. Write us at: Citizens Bank of Kentucky, 620 Broadway, Paintsville, KY 41240

Any payment(s) the Service has already processed before the requested cancellation date will be completed

by the Service. All Scheduled Payments including recurring payments will not be processed once the Service

is cancelled. The Service may terminate or suspend Service to you at any time. Neither termination nor

suspension shall affect your liability or obligations under this Agreement.

r) Payee Limitation - The Service reserves the right to refuse to pay any Payee to whom you may direct a payment.

The Service will notify you promptly if it decides to refuse to pay a Payee designated by you. This notification is

not required if you attempt to make a prohibited payment or an exception payment under this Agreement.

s) Returned Payments - In using the Service, you understand that Payees and/or the United States Postal Service

may return payments to the Service for various reasons such as, but not limited to, Payee's forwarding address

expired; Payee account number is not valid; Payee is unable to locate account; or Payee account is paid in full.

The Service will use its best efforts to research and correct the returned payment and return it to your Payee, or

void the payment and credit your Payment Account. You may receive notification from the Service.

t) Information Authorization - Your enrollment in the Service may not be fulfilled if the Service cannot verify your

identity or other necessary information. If your account was added online the Service may issue offsetting debits

and credits to the Payment Account(s) and/or Billing Account, and require confirmation of such from you in

order to verify ownership of the Payment Account(s) and/or Billing Account. Through your enrollment in the

Service, you agree that the Service reserves the right to request a review of your credit rating at its own expense

through an authorized bureau. In addition, you agree that the Service reserves the right to obtain financial

information regarding your account from a Payee or your financial institution (for example, to resolve payment

posting problems or for verification).

u) Disputes - In the event of a dispute regarding the Service, you and the Service agree to resolve the dispute by

looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the

agreement between you and the Service which supersedes any proposal or prior agreement, oral or written, and

any other communications between you and the Service relating to the subject matter of this Agreement. If

there is a conflict between what an employee of the Service or Customer Service Department says and the terms

of this Agreement, the terms of this Agreement will prevail.

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v) Assignment - You may not assign this Agreement to any other party. The Service may assign this Agreement to

any future, directly or indirectly, affiliated company. The Service may also assign or delegate certain of its rights

and responsibilities under this Agreement to independent contractors or other third parties.

w) No Waiver - The Service shall not be deemed to have waived any of its rights or remedies hereunder unless such

waiver is in writing and signed by the Service. No delay or omission on the part of the Service in exercising any

rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver

on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

x) Captions - The captions of sections hereof are for convenience only and shall not control or affect the meaning

or construction of any of the provisions of this Agreement.

y) Governing Law - This Agreement shall be governed by and construed in accordance with the laws of the State of

Kentucky, without regard to its conflicts of laws provisions.

The foregoing shall constitute the services entire liability and your exclusive remedy. In no event shall the

service be liable for any direct, indirect, special, incidental, consequential, or exemplary damages, including lost

profits (even if advised of the possibility thereof) arising in any way out of the installation, use, or maintenance

of the equipment, software, and/or the service.

B. Business Banking Online Services

a) This Agreement sets forth the terms of the Citizens Bank of Kentucky Online Business Banking services

(“Services”) that Citizens Bank of Kentucky ("us" and "Bank") makes available to its business customers

(“you”). By applying for any Services, you agree to be bound by these terms. Your use of any Service will be

additional evidence of your agreement to these terms.

b) Services. We will notify you when the Services you request will become available to you. If you request

additional Services in the future, they will also be governed by this Agreement, unless we advise you

otherwise.

c) Equipment. You are responsible for providing and maintaining any equipment that is necessary for the

Services, such as telephones, terminals, modems and computers. You agree to use equipment that is

compatible with our programs, systems and equipment, which we may change from time to time. We

assume no responsibility for the defects or incompatibility of any computers or software that you use in

connection with the Services, even if we have previously approved their use. WE MAKE NO WARRANTY,

EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF

FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES, OR ANY

COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE USED BY YOU.

You agree to comply with the terms of any software license(s) used by you in connection with the Services.

d) Accounts. Your application may list certain Bank accounts that you wish to access with the Services. If it

includes the accounts of your parent company, subsidiaries or affiliates, you warrant that they have

authorized you to access their accounts through the Services in the same manner as your own accounts. You

agree to provide us with their written authorization, in form and substance acceptable to us, evidencing that

authority, and to notify us immediately in writing of any change to that authorization.

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You will need to designate certain accounts for specific purposes in connection with some of the Services. If

you link more than one checking account to our wire or ACH Services, for example, you will need to specify

the account from which transfers should be made.

You may appoint an individual (an “Administrator”) with the authority to determine who will be authorized

to use the Services on your behalf. Your Administrator can establish separate security codes for you and

each user, as well as limits on each user’s authority to access information and conduct transactions. You

assume sole responsibility for the actions of your Administrator, the authority he or she gives others to act

on your behalf, and the actions of the persons designated by the Administrator to use the Services. We are

entitled to rely on any information or instructions provided to us by a party authorized by the Administrator

until we receive written notice from an authorized signer to revoke the Administrator’s authority.

You or your Administrator will need to designate which accounts will be utilized for Service payments and

transfers. If your Administrator designates an account that requires more than one signature for the

withdrawal or transfer of funds, you agree that we may act upon any Service instruction that is accompanied

by the security code(s) designated by you or your Administrator for that account and the Service in question.

Note: This may mean that we will act upon the instruction of only ONE person (e.g., to wire funds), even

though the signature card for the account in question requires two or more signatures on checks. As long as

an instruction is accompanied by the designated security codes, the transaction will be deemed authorized

by you. To the extent that this provision conflicts with the terms of any other agreement between us, the

terms of this provision control and shall be deemed to amend such other agreement to the extent set forth

herein.

Banking regulations limit your ability to transfer funds between certain accounts, as described in the terms

and conditions governing your deposit account (the “Deposit Agreement”). For example, you can make no

more than six (6) transfers from a savings or money market savings account during each monthly cycle.

Transfers to another account or for making payment to a third party by means of a preauthorized or

telephone agreement, order or instrument, withdrawals using a telephone, items processed through the

Services, and checks are all counted against the permissible number of transfers, as are other transfer

methods described in your Deposit Agreement, except where the transfers are made to pay on a loan with

us.

e) Fees. You agree to pay us the fees we establish for each of the Services as outlined in the Business Banking

Agreement.

f) Access to Account Data. Some of the Services provide you with balance and other account information.

Since certain information and transactions are not processed by us until after the close of our business day,

some transactions may not be reflected in the system until the next banking day. Posted items may be

reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Certain balances

also may not be subject to immediate withdrawal. We assume no responsibility for any loss arising from

incomplete information or for any temporary interruption in our information system. If you are unable to

access our system for any reason, you can contact us at 1-866-462-2265.

g) Information Processing and Reporting. We offer a number of Services that require us to receive, process,

and report information involving your accounts and transactions. We will not be responsible for determining

the accuracy, timeliness or completeness of any information that you or others provide to us. We will not

have a duty to interpret the content of any data transmitted to us, except to the limited extent set forth in

this Agreement. Unless otherwise agreed in writing, we will not be required (by means of any security

procedure or otherwise) to detect errors in the transmission or content of any

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i. Information You Provide to Us. You assume the sole responsibility for providing us with complete and

accurate information in the form and format that we require (e.g., in connection with wire and ACH

transfers). We are not responsible for confirming such information, or for monitoring or refusing to

process duplicate instructions by you or your agents. For example, if you give us a wire transfer

instruction that is incorrect in any way, you agree that we may charge your account for the payment

whether or not the error could have been detected by us. We are not obligated to detect errors in your

transfer or payment instructions.

ii. Your Instructions. You must accurately describe transaction beneficiaries, intermediary financial

institutions, and the beneficiary’s financial institution in transfer and payment instructions. If you

describe any beneficiary or institution inconsistently by name and number, other institutions and we

may process the transaction solely on the basis of the number, even if the number identifies a person or

entity different from the named beneficiary or institution.

iii. Your Review. You acknowledge that it is not possible for the Services to be totally free from operator,

programming or equipment error, and that errors in processing and compiling data may occasionally

occur (e.g., due to the failure of others to provide accurate information, telecommunication failures, or

a breakdown in an electronic data interchange). As such, 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, our sole responsibility for any reporting errors caused by us

will be to reprocess the information for the period in question and to provide corrected reports at our

own expense. If we are unable to provide a Service for any reason, we will promptly inform you of the

problem and will take reasonable steps to resume processing.

h) Reliance on Third Parties. Our ability to provide certain Services (e.g., in connection with electronic data

interchange) is dependent upon our ability to obtain or provide access to third party networks. In the event

any third party network is unavailable or we determine, in our discretion, that we cannot continue providing

any third party network access, we may discontinue the related Service or may provide the Service through

an alternate third party network. In such situations, we will have no liability for the unavailability of access.

We will not be responsible for any services you receive from third party vendors.

i) User Guides and Security Procedures. We may provide you with a User ID and/or passwords (collectively, a

"Security Code") to access the Services. We will provide you with operating procedures and user guides

("User Guides") in connection with certain Services. You agree to: (a) comply with the User Guides and any

and all operating and security procedures that we provide to you; (b) take reasonable steps to safeguard the

confidentiality and security of the Security Code, the User Guide, and any other proprietary property or

information we provide to you in connection with the Services; (c) closely and regularly monitor the

activities of your employees and/or agents who access the Services; and (d) notify us immediately if you

have any reason to believe the security or confidentiality required by this provision has been or may be

breached. Our security procedures are not designed for the detection of errors (e.g., duplicate payments or

errors in your fund transfer instructions). We will not be obligated to detect errors by you or others, even if

we take certain actions from time to time to do so.

You agree to change the passwords you assign to your employees on a regular basis, but no less frequently

than every sixty (60) days. Passwords are required to be between nine (9) and sixteen (16) alpha and/or

numeric characters. A properly constructed password affords you a greater degree of assurance. A password

is more secure if (a) it contains more characters, (b) those characters are both alpha and numeric characters,

(c) it consists of both upper and lower case, and (d) it contains symbols, i.e. $,%< *# etc. Passwords that are

entered incorrectly on five (5) consecutive access attempts will be blocked from the Services. If this occurs,

the Administrator may reset passwords for authorized employees. The Administrator may have passwords

reset by calling 1-866-462-2265. You agree to change your temporary passwords promptly after you are

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given access to the Services for the first time and whenever anyone who has had access to your Security

Code is no longer employed or authorized by you to use the Services. We may require you to change your

Security Code at any time and from time to time. We may deny access to the Services without prior notice if

we are unable to confirm (to our sole satisfaction) any person's authority to access the Services or if we

believe such action is necessary for security reasons.

Each time you make a transfer or payment with a Service, you warrant that our security procedures are

commercially reasonable (based on the normal size, type, and frequency of your transactions). Some of our

Services allow you or your Administrator to set transaction limitations and establish internal controls. Your

failure to set such limitations and implement such controls increases your exposure to, and responsibility

for, unauthorized transactions. You agree to be bound by any transfer or payment order we receive through

the Services, even if the order is not authorized by you, if it includes your Security Code(s) or is otherwise

processed by us in accordance with our security procedures.

Wire Transfer Service. If you are approved for this Service, you can provide us with electronic instructions to transfer

funds to third parties. You will receive an electronic message that confirms our receipt of your wire instructions. Funds

will be transferred based upon the collected balance in your account. This may negate next day availability for recently

deposited funds. To the extent that this provision conflicts with the terms of any other agreement with us, the terms of

this provision control and shall be deemed to amend such other agreement to the extent set forth herein. With respect

to wire transfers that you receive (i.e., for credit to your account), you hereby agree that we do not have a duty to notify

you of our receipt of any such wire transfer.

k) Automated Clearing House (“ACH”) Service. If you are approved for our ACH Service, you agree to comply with

the Operating Rules of the National Automated Clearing House Association (NACHA) (collectively, the “Rules”),

as amended from time to time. You will receive a copy of the Rules upon approval of this service and annually

thereafter.

You may initiate ACH debit entries only with the prior written authorization of the persons whose accounts are

affected by such entries. You agree to maintain a copy of each authorization for a period of two (2) years

following its termination, and to provide us with a copy upon request..

You agree to maintain sufficient collected and available funds in your account for a period of two (2) business

days prior to the settlement date to cover the amount of your transfers, as well as returned or reversed debit

entries, adjustments, and other amounts owed to us under this Service. We may refuse an entry if there are not

sufficient collected and available funds in your account on the date we initiate the transaction (up to two (2)

business days before an ACH settlement date) or on the settlement date. We will notify you of such refusal

electronically, in writing, by telephone, or otherwise no later than two (2) business days after the date the

transaction was to be effected. We are not required to pay you interest on a rejected entry for the period from

refusal of the entry to your receipt of the notice of refusal. If an entry is returned by the ACH, we may submit

the entry back to you, adjust your account, and await further instructions.

Credit for an ACH transfer is provisional until the receiving financial institution obtains final settlement. If final

settlement doesn’t occur, the originator of the transfer is not deemed to have made payment to the beneficiary,

and the beneficiary’s bank is entitled to a refund of the provisional credit.

l) Transfer Service. Transfers between your deposit accounts with us are subject to the terms of your Deposit

Agreement. You may instruct our electronic system to make transfers between your accounts at any time on any

day.

m) Electronic Data Interchange (EDI) Service. If you are approved for this Service, you may originate or receive data

transmissions that consist of documents and payment instructions. With respect to the EDI Services that we

provide to you, this Agreement governs only the relationship between you and us. The legal relationships, and

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the terms and conditions relating thereto, between you and your trading partners will be governed by the terms

of the EDI contracts between you and them, and will not be binding on us.

n) Stop Payment Service. You may initiate stop payment requests online only for paper check you have written

(non-electronically) on your bank account. Online stop payments made after 5:00 p.m. (ET) will be deemed

received the next business day. You may stop payment on a check by providing us with timely, complete and

accurate information on: the number of the account in question; the date of the item; the item number; the

payee information; and the EXACT amount of the item (dollars and cents). If any information is incomplete or

incorrect, we will not be responsible for failing to stop payment on the item. Requests become effective when

we confirm their receipt and have verified that the item has not been paid. You agree that we may charge you a

fee for processing this stop payment order as well as a similar fee for each renewal you make, such fee to be

deducted from your account. Refer to the current schedule of fees for your account. This stop payment order

shall be governed by the provisions of the Uniform Commercial Code in effect in Kentucky. This stop payment

order shall be valid for a period of six (6) months from the date it is made unless we have received a revocation

or renewal prior to expiration of such period. From time-to-time, the on-line system may be inoperable. If that

occurs, your request can be communicated to us by telephone at 1-866-462-2265.

o) Amending/Canceling a Transaction. Unless this Agreement or the applicable User Guide for a particular Service

provides otherwise, you do not have a right to cancel or amend a payment or transfer instruction (e.g., an ACH

payment) once we have received it. If we attempt to reverse a transaction at your request, we assume no

liability for any interest or losses that result if the reversal is not affected. Requests to cancel a transaction must

state the exact amount (dollars and cents) of the transaction you wish to stop. You agree to indemnify, defend,

hold harmless and reimburse us for all expenses, losses, claims, actions, proceedings and damages we incur in

effecting or attempting to effect any reversal. You are solely responsible for providing notice to the

receiver/beneficiary that a reversal is being transmitted and the reason for the reversal no later than the

settlement date of the reversing entry.

p) Our Rejection of Transactions. We may refuse any transfer or payment instruction without cause or prior

notice.

q) Notice of Returned Payments or Transfers. We may notify you electronically, in writing, by telephone, or

otherwise if any funds transfer is rejected or returned (e.g., by the ACH) for any reason. We will not be obligated

to credit your account with any interest, unless the return is caused by our failure to properly execute your

instruction.

r) Unauthorized Transactions. We may process any payment or transfer instruction (including an amendment or

cancellation instruction) that we believe is transmitted or authorized by you if we act in compliance with the

security procedures (e.g., we obtain the Security Code) that you and we have agreed upon for the Service. The

instructions will be deemed effective as if made by you, and you will be obligated to pay us in the amount of

such transactions, even though they are not transmitted or authorized by you. We may elect to verify the

authenticity or content of any instruction, as an alternative security procedure, by placing a call to any

authorized signer on your account or any other person designated by you for that purpose. If we are unable to

verify an instruction to our satisfaction, we may reject the instruction.

s) Transaction Limits and Safeguards. You agree not to exceed the Service transaction limits we establish from

time to time for your account (e.g., in connection with ACH transactions). You agree that you will not allow

anyone to initiate transfer or payment instructions on your behalf without proper supervision and adequate

safeguards, and that you will review pending payment and transfer instructions prior to their submission to us to

ensure that they are complete, accurate and properly authorized.

t) Electronic Mail/Internet. If you send us electronic mail (“e-mail”), we may not receive or review it immediately.

We will have a reasonable time to act upon any e-mail request or notice, and reserve the right to reject any

transaction or request received by e-mail. You acknowledge that, even though e-mail may be encrypted, we

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cannot ensure that it will not be intercepted or affected by the actions or omissions of others, such as third

party networks or persons with access to the Internet. As such, we recommend that you not send account data

or other sensitive information to us by e-mail.

Your use of the Internet will be entirely at your own risk. We make no representation, warranty or endorsement

with respect to: (a) information placed on the Internet by third parties; (b) the security or continued availability

of the Internet or of any Internet web site, including without limitation our web site; or (c) the services, products

or information made available over the Internet by others whose sites may be accessed, directly or indirectly, as

a result of our Services. Our service providers and we assume no responsibility for viruses created by third

parties, or for any third party’s unauthorized access to, or use of, your computer system.

You agree that: (a) Internet services are provided to you on an “as is” basis, without warranties of any kind; (b)

we, our affiliates, Internet service providers, and licensors will not be liable for any errors, defects in, or the

untimeliness or lack of authenticity of, any information provided over the Internet; (c) you will comply with all

laws applicable to your Internet activities; (d) you will not transmit any information which is defamatory,

abusive, or which may give rise to civil liability; (e) we may monitor your e-mail and Internet communications

with our employees; and (f) our Internet Service will be subject to the additional qualifications and operating

rules, if any, set forth on our web site.

u) Cutoff Hours. A number of our Services are subject to processing cutoff hours (ET): 2:30 pm (ET) for wire

transfer orders; 3:00 pm (ET) for ACH transaction entries; and 5:00 pm (ET) for stop payment orders and internal

transfers. Additional cutoff times may be specified in a User Guide for a particular Service and/or posted on the

Online Business Banking screen. These cutoff times may be changed from time to time. Instructions received

after the cutoff hour or on a non-business day may be deemed received as of the next business day. Our

business days are Monday through Friday, excluding holidays. Services may occasionally be unavailable due to

needed maintenance or system/network interruptions.

v) Limitation of Liability. Except as otherwise stated in this Agreement or required by applicable law, we will be

liable to you only for damages arising directly from our intentional misconduct or gross negligence in the

performance of the Services. We will not be responsible for any loss, delay, cost or liability which arises, directly

or indirectly, in whole or in part, from: (a) your actions or omissions, or those of third parties that are not within

our immediate and reasonable control; (b) your negligence or breach of any agreement with us; (c) any

ambiguity, inaccuracy or omission in any instruction or information provided to us or in any representation or

warranty you make in this Agreement or any other agreement between you and us; (d) any error, failure or

delay in the transmission or delivery of data, records or items due to a breakdown in any computer or

communications facility; (e) accidents, strikes, labor disputes, civil unrest, fire, flood, water damage (e.g., from

fire suppression systems), or acts of God; (f) causes beyond our reasonable control; (g) the application of any

government or funds-transfer system rule, guideline, policy or regulation; (h) the lack of available funds in your

Account to complete a transaction; (i) our inability to confirm to our sole satisfaction the authority of any person

to act on your behalf; or (j) your failure to follow any applicable software manufacturer’s recommendations or

our Service instructions. There may be other exceptions to our liability, as stated in your deposit or other Service

agreements with us.

We will not be responsible under any circumstances for special, indirect, or consequential damages or any of

your attorney fees that you incur as a result of our actions or omissions, even if we are aware of the possibility

for such damages. Our liability and your remedy for actual costs and losses resulting from our actions and/or

omissions, whether the claim is in contract or tort, will not exceed six (6) times the average monthly charge for

Service(s) in question for the three (3) months immediately preceding the cost or loss.

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Any claim, action or proceeding by you to enforce the terms of this Agreement or to recover for any Service-

related loss must be commenced within one (1) year from the date that the event giving rise to the claim, action

or proceeding first occurs. You agree to cooperate with us in any loss recovery efforts we undertake to reduce

any loss or liability that arises in connection with your Services.

To the extent that we are required by law to pay interest as a result of our error or breach of this Agreement,

such interest shall be limited to our actual cost of funds for the period and amount in question.

You acknowledge that our Service fees have been established in contemplation of: (a) these limitations on our

liability; (b) your agreement to review statements, confirmations, and notices promptly and to notify us

immediately of any discrepancies or problems; and (c) your agreement to assist us in any loss recovery effort.

w) Indemnification. You agree to indemnify, defend and hold us, our parent company, affiliates and subsidiaries,

and our respective directors, officers, employees and agents, harmless from and against any claim, damage, loss,

liability and cost (including, without limitation, attorney's fees) of any kind which results directly or indirectly, in

whole or in part, from: (a) our actions or omissions, if they are in accordance with your instructions or the terms

of this Agreement; or (b) the actions or omissions of you, your agents or employees.

x) Arbitration. At your or our request, any claim or controversy that arises out of or relates to this Agreement or

the Services will be submitted to arbitration in accordance with the terms of your Deposit Agreement with us.

y) Statements and Notices. Information on transfers to or from your accounts will be reflected on your periodic

statements and will be available to you on-line. We are not required to provide you with any other notice of the

receipt, transmittal or debiting of wire transfers, or ACH entries.

You agree to notify us immediately if you discover: (a) any error or discrepancy between your records

and the information we provide to you about your accounts or transactions (e.g., in a statement,

confirmation, or electronic report); (b) unauthorized transactions involving any account; (c) a breach in

the confidentiality of the Security Codes or User Guide; or (d) other problems related to the Services.

You must send us a written notice of any discrepancy or other problem, including a statement of the

relevant facts, within a reasonable time (not to exceed thirty (30) days from the date you receive

information reflecting the problem). If you fail to notify us within thirty (30) days, you agree that, in

addition to any other limitations on our liability: (a) in the case of an erroneous funds transfer, you will

be liable for all losses up to the amount thereof (as well as any loss of interest), that result from your

failure to give us such notice or that might have been prevented by your giving us such notice; and (b) in

the case of an unauthorized funds transfer, we will not be liable for any loss of interest that results from

your failure to give us such notice or which might have been prevented by your giving us such notice.

You specifically acknowledge and agree that the maximum thirty (30) day period described in this

section is a reasonable period of time for you to detect errors and discrepancies involving your accounts

and transactions and that we have agreed to provide Services to you, at the fees and charges

established for such Services, in reliance upon this time period being commercially reasonable.

Unless otherwise agreed, notices required by this Agreement must be in writing. Notices to you may be

mailed or sent to you electronically at the statement, email, or mailing address shown for you in our

deposit or Service records. Notices to us must be mailed or delivered to us at Citizens Bank of Kentucky,

Account Operations Center, 620 Broadway, Paintsville, KY 41240.

z) Your Records. This Agreement and the Services are not intended to relieve you of any obligation imposed by law

or contract regarding the maintenance of records or from employing adequate audit, accounting and review

practices as are customarily followed by similar businesses. You agree to retain and provide to us, upon request,

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all information necessary to remake or reconstruct any deposit, transmission, file or entry until ten (10) business

days following receipt by us of the deposit, file, entry, transmission, or other order affecting an account.

aa) Termination. You or we may terminate this Agreement as to some or all of the Services, with or without cause.

In addition, and without limiting the generality of the foregoing, we may suspend or terminate your Services or

this Agreement immediately and without prior notice if: (a) you breach any agreement with us; (b) the

confidentiality of your Security Code is compromised; (c) we have reason to believe that an unauthorized

transaction has taken or may take place involving any of your accounts or any of the Services; (d) you become

insolvent or the subject of a bankruptcy, receivership, or dissolution proceeding; or (e) we are uncertain as to

any person's authority to give us instructions regarding your accounts or the Services. The termination of this

Agreement will not affect the rights or obligations of the parties that arise prior to termination.

bb) Customer Service. If you need assistance with Services, or if you need to communicate with the Bank, please

notify us by:

i. Sending electronic message to our Citizens Bank of Kentucky Online Business Banking Customer Service

area, emails should not contain account information.

ii. Calling Citizens Bank of Kentucky at 1-866-462-2265.

You agree that we may record the conversations our employees have with you to monitor the quality of

service and accuracy of information provided to you. This will also help to ensure that your instructions

are followed.

iii. Writing to us at Citizens Bank of Kentucky, 620 Broadway, Paintsville, KY 41240.

cc) Miscellaneous Terms. Agents. You will not allow others to provide instructions to us (e.g., wire transfer orders

or ACH entries) on your behalf without providing prior written notice to us, and we reserve the right to refuse to

accept any instructions from any such agent if we are not satisfied with their authority to act on your behalf. You

will be solely responsible for the acts and omissions of such agents. You agree to indemnify, defend and hold us

harmless from any actions, claims, proceedings, damages, losses and costs which you or we incur as a result of

their actions or omissions.

dd) Amendments. We may amend (add to, delete or change) the terms of this Agreement, the Service fees, and

User Guides by providing you with prior notice. We may amend our security procedures without prior notice if

immediate changes are required for security reasons or the changes do not have a material effect on your use of

the Services.

ee) Governing Law. This Agreement shall be governed by the laws of the State of Kentucky, and where applicable,

by Federal law.

ff) Compliance with Laws. You agree to comply with all applicable laws and regulations when using the Services.

You agree not to initiate any wire transfer, ACH entry or payment that would violate the economic sanctions

administered by the U.S. Treasury’s Office of Foreign Assets Control.

gg) Entire Agreement. This Agreement supplements (and supersedes where inconsistent) the terms of your Deposit

Agreement with us. Together, this Agreement, the Deposit Agreement, and all applicable User Guides and

security procedures, constitute the entire agreement between you and us with respect to the Services.

hh) Financial Review. You agree to provide us with a financial statement or information on your financial condition

upon our request to utilize the ACH service.

ii) Monitoring of Communications. You agree on behalf of yourself, your employees and agents that we may

monitor and record your telephone and electronic communications in connection with the Services at any time,

without further notice to you or any party to the communication.

jj) No Assignment. We may assign our rights and delegate our duties under this agreement to a company affiliated

with us or to a third party. You may not assign any right or delegate any obligation under this Agreement

without our prior written consent.

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kk) No Third Party Beneficiaries. This Agreement is made for the exclusive benefit of you and us. No third party has

any rights under this Agreement.

ll) No Third Party Use. Unless you have our prior written consent, you may not use the Services to process

transactions for third parties or permit others to initiate Service transactions on your behalf.

mm) Overdrafts. When you transmit a transfer or payment request to us, you authorize us to charge your account for

the amount indicated. If your account does not have sufficient available funds, we may reject the transaction.

Our allowance of any overdraft will not obligate us to honor future overdrafts at a later time, and we may refuse

to do so without cause or prior notice. We may charge a fee for each payment or transfer request presented

against insufficient available funds.

nn) Security Interest. You grant us a security interest in your Bank accounts to secure the repayment of any

overdraft or other obligation that you incur under this Agreement.

oo) Validity. If any provision of this Agreement is found to be void, invalid, or unenforceable, the Agreement shall be

enforced to the maximum extent permitted by law, and any court or other tribunal adjudicating the rights and

duties under this Agreement shall alter, modify, or strike portions of the Agreement so that it will be

enforceable to the maximum extent permitted by law, consistent with the intent of the parties.

pp) Waivers. Any waiver by us must be in writing to be effective. Our waiver of any right will not be deemed a

waiver of other rights or of the same right at another time.

qq) Signatures. To the extent that any agreement between us or applicable law requires your signature to effect any

transaction, you hereby agree that your electronic transmittal of instructions for such transaction shall be

deemed, for all purposes and to the maximum extent permitted by law, a valid signature on your behalf, which

shall be binding upon and enforceable against you and your successors.