Terms & Conditions


This is your bill paying agreement with Meramec Valley Bank (MVB). You may use
Meramec Valley Bank’s bill paying service, Business BillPay-e, to direct Meramec Valley
Bank to make payments from your designated checking account to the Payees you choose
in accordance with this agreement. The terms and conditions of this agreement will apply to
your use of the Business BillPay-e services. Your use of these services will also be
governed by your Internet Banking Enrollment Agreement, your Account agreements,
disclosures, Rules and Regulations and other documents in effect from time to time
governing your Account. If you use any of the Bill Pay Services described in this
agreement, you agree that all terms and conditions of this agreement and any Rules and
Regulations applicable to such Bill Pay Services shall apply to you.

Service charges for the Business Bill Pay Service are as follows: Monthly fee of $5.00 which
includes the first 20 bill pays each month. Additional bill pays are charged at $.50 each.
Other fees may apply as set forth in your Account Agreement. Refer to the MVB Fee
Schedule for a complete list of service charges. All fees and charges are subject to change.

1. DEFINITIONS – For the purposes of this Agreement, the following definitions shall apply:

a. “Account” means any bank Account (including deposit, savings and/or loan accounts)
maintained by you at MVB.

b. “Account Agreement” means any agreements between you and MVB with respect to any
of your Accounts with MVB, including all deposit agreements and Rules and Regulations
applicable to such Accounts as adopted by MVB from time to time.

c. “Agreement” means this Business Bill Paying Agreement, as amended from time to time,
and additionally includes: (i) all Rules and Regulations adopted by MVB with respect to this
Agreement, whether now in force or adopted hereafter; (ii) the Internet Banking Services
(IBS) Agreement; and (iii) all supplemental agreements and addenda adopted by MVB,
including all agreements and addenda pertaining to any Optional Services offered by MVB
with respect to the Service.

d. “Bill Pay” and “Bill Pay Service” mean those services offered by MVB that enable you to
direct MVB to make payments from your designated Account to Payees you choose in
accordance with this Agreement, the IBS Agreement and any Rules and Regulations that
may apply from time to time.

e. “IBS,” “IBS Service” and “IBS Services” mean the Internet banking services provided by
MVB under the IBS Agreement.

f. “IBS Agreement” means your Internet Banking Services Agreement with MVB governing
governs the use of the MVB Internet Banking Services.

g. "Payee" means anyone, including MVB, that you designate and MVB accepts as a payee.

h. “Rules and Regulations” mean all rules, regulations, resolutions and other requirements
adopted by MVB from time to time with respect to the Account, this Agreement, or the
Services, the IBS Services or Bill Pay Services referred to herein or any other Optional
Services described in the IBS Agreement.

i. “Service” or “Services” mean all services offered by MVB referred to in the IBS

j. “We”, “our”, “us”, and “MVB” mean Meramec Valley Bank.

k. "You" or "your" mean you, the customer, and each person who is authorized to use the

2. INTERNET BANKING BILL PAY SERVICE – The Bill Pay Service allows you to schedule
bill payments. You may schedule payments for your current, future and recurring bills from
your MVB checking Accounts. There is no limit to the number of payments that may be
authorized. However, we may be unable to process certain types of payments, such as tax
payments or court-directed payments, where additional documentation may be required.
When we receive a payment instruction, you are authorizing us to remit funds to the payee
on your behalf from your designated Account. While it is anticipated that most transactions
will be completed as scheduled, you understand that due to circumstances beyond the
control of MVB, some transactions may take longer to process. Those circumstances
include, but are not limited to, issues with remittance posting of the payment to your
Account, clearing-house delays, and/or delays within the US Postal Service. MVB suggests
that all payments be scheduled at least seven (7) business days before the actual due date.
Among other reasons, MVB shall incur no liability if it is unable to complete any payment(s)
initiated by you through Bill Pay because of any one of the following circumstances:

a. Your Account does not contain sufficient available funds to complete the transaction or
the transaction would exceed the credit limit of your overdraft protection Account. This also
includes cases where the funds in your Account are subject to legal processes, an
uncollected funds hold or other cases where the funds are not available for withdrawal.

b. The Bill Pay Service payment processing system, your computer or phone lines are not
working properly or are temporarily unavailable.

c. You have not provided Bill Pay Service with the correct names or Account information for
those persons or entities you wish to receive payment.

d. Circumstances beyond MVB’s control such as, but not limited to, fire, flood, or
interference from an outside force that would prevent the proper execution of the
transaction, provided MVB has taken reasonable precautions to avoid those circumstances.

e. The payee does not process a payment promptly or correctly.

3. HOW TO SET UP PAYEES/PAYMENTS - Complete a bill paying enrollment form. IF YOU
SPEAK TO A SERVICE REPRESENTATIVE. You may add a new fixed payment to a Payee,
only if the Payee is on your authorized list of payees, and by accessing the Service and
entering the appropriate information. Most other additions, deletions, or changes can be
made in writing or by using the Service. MVB reserves the right to refuse the designation of
a Payee for any reason. Each Payee accepted by MVB will be assigned a payee code. You
may pay any payee you wish in the United States. MVB is not responsible if: (i) a Bill
Payment cannot be made due to incomplete, incorrect, or outdated information provided by
you regarding a Payee; or (ii) if you attempt to pay a Payee that is not on your Authorized
Payee list; or (iii) you attempt to pay a Payee that is not able to receive payments through
Bill Pay for any reason.

4. ACCESSING THE SERVICE - When you complete your bill paying enrollment form for
Business BillPay-e, you will select a User I.D. and a Password, and these will be in addition
to, and different than, the User I.D. and Password required for access to the IBS Service.
Each time you access the Service, you will be asked to enter your User I.D. and Password.
Correct responses will give you access to the Service. MVB may require additional
procedures and/or information, and may impose additional requirements (including Multi-
Factor Authentication) on you, to authenticate your use of Bill Payment. For safety and
security, these procedures and requirements may change from time to time.

5. THE BILL PAYING PROCESS – Subject to the terms and conditions of this Agreement
and the IBS Agreement, bill payments will be handled in the following manner:

a. Single Payments - A single payment will be processed on the business day (generally
Monday through Friday, except certain holidays) that you designate as the payment’s
process date, provided the payment is submitted prior to the stated cut-off time for the Bill
Pay Service for that day. A single payment submitted after the cut-off time on the
designated process date will be processed on the following business day. If you designate a
non-business date (generally weekends and certain holidays) as the payment’s process
date, the payment will be processed on the first business day following the designated
process date. The stated cut-off time for the Bill Pay Service will be posted on the Web Site
or at the branches of MVB.

b. Recurring Payments - When a recurring payment is processed, it is automatically
rescheduled by the system. Based upon your selected frequency settings for the payment,
a process date is calculated for the next occurrence of the payment. If the calculated
process date is a non-business date (generally weekends and certain holidays), it is
adjusted based upon the following rules:

i. If the recurring payment’s “Pay Backward” option is selected, the process date for the
new occurrence of the payment is adjusted to the first business date prior to the calculated
process date.

ii. If the recurring payment’s “Pay Backward” option is not selected (or if the “Pay
Backward” option is not available), the process date for the new occurrence of the payment
is adjusted to the first business date after the calculated process date.

iii. Note: If your frequency settings for the recurring payment specify the 29th, 30th, or 31st
as a particular day of the month for processing and that day does not exist in the month of
the calculated process date, then the last calendar day of that month is used as the
calculated process date.

c. For Single and Recurring Payments, YOU MUST ALLOW AT LEAST FIVE (5) BUSINESS
DAYS, PRIOR TO THE DUE DATE, for each bill payment to reach the Payee. Any bill
payment can be changed or canceled, provided you access the Bill Pay Service prior to the
cut-off time on the business day prior to the business day the bill payment is scheduled to
be initiated, or prior to the time that the bill payment is actually initiated, whichever occurs

d. You agree to have available and collected funds on deposit in the account you designate
in amounts sufficient to pay for all bill payments requested, as well as any other payment
obligations you have to MVB. MVB reserves the right, without liability, to reject or reverse a
bill payment if you fail to comply with this requirement or any other terms of this
Agreement. If you do not have sufficient funds in the Account and MVB has not exercised
its right to reverse or reject a bill payment, you agree to pay for such payment obligations
on demand. You further agree that MVB, at its option, may charge any of your accounts
with MVB to cover such payment obligations.

e. MVB reserves the right to change the stated cut-off time.

6. HOW TO CANCEL A BILL PAYMENT – You have the right to stop or change any payment
scheduled through the Bill Pay Service prior to the stated Bill Pay cutoff time. Cancel the
payment online via Bill Pay Service by following the on screen instructions before the stated
Bill Pay cutoff time. MVB reserves the right to terminate your use of the Bill Pay Service in
whole or part, at any time without prior written notice. If, for any reason, you should ever
wish to cancel the Bill Pay Service, you must delete all future bill payments at the same
time you cancel your service. This will ensure that future payments and transfers made by
you will not be duplicated.

controlling the safekeeping of, and access to, your Password. You should not share your
Password with any other person, or allow any other person to have access to it. If someone
else uses your Password, you are liable for all transactions that are made, even if you did
not authorize another person to make these transactions. If you learn that someone else
may have access to your Password, you must notify MVB and arrange to change your
Password. You will be responsible for any Bill Payment request you make that contains an
error or is a duplicate of another Bill Payment. MVB is not responsible for a Bill Payment
that is not made if you did not properly follow the instructions for making a Bill Payment.
MVB is not liable for any failure to make a Bill Payment if you fail to promptly notify MVB
after you learn that you have not received credit from a Payee for a Bill Payment. MVB is
not responsible for your acts or omissions or those of any other person, including, without
limitation, any transmission or communications facility, and no such party shall be deemed
to be MVB's agent. MVB is not liable for any act, failure to act or delay in acting if it is
caused, in whole or in part, by any cause beyond MVB's reasonable control. MVB shall not
be liable for late charges, interest, penalties or other amounts because of your failure to
allow sufficient time for processing and delivery. Unless otherwise required by law, MVB will
not be liable to you under any circumstances for special, indirect, or consequential
damages, including, without limitation, lost profits, attorney’s fees, etc., even if we are
advised in advance of the possibility of such damages. You agree that all disclaimers of
warranties and limitations of liability set forth in the IBS Agreement shall apply to your use
of the Bill Pay Service or any other Services described in this Agreement.

8. AMENDMENT AND TERMINATION - MVB has the right to change any terms or conditions
described in this Agreement at any time, without notice. You agree that your use of any
Service described in this Agreement constitutes your acceptance of all such terms and
conditions as modified from time to time. Unless an immediate change is necessary to
maintain the security of the system, a notification will be posted (either to the Web site or at
the branches of MVB) or sent at least thirty (30) days in advance of the effective date of
any of the following changes: (i) a fee change for Internet banking transactions; (ii) any
changes to limits on the type, amount or frequency of transactions, or (iii) any increase in
our responsibility for unauthorized transactions. If such a change is made for security
reasons and it can be disclosed without jeopardizing the on-going security of the system, we
will provide you with written notice within thirty (30) days after the change. As always, you
may choose to accept or decline changes by continuing or discontinuing the Account(s),
Service(s) or Bill Pay Service(s) to which these changes relate. MVB also has the right to
terminate this Agreement at any time. You may terminate this Agreement by written notice
to MVB. MVB is not responsible for any fixed payment made before MVB has a reasonable
opportunity to act on your termination notice. You remain obligated for any payments made
by MVB on your behalf.

9. FEES & CHARGES – The fee schedule(s) that are posted on the Web site or at the
branches of MVB with respect to the Service and the Bill Pay Service shall apply to the Bill
Pay Service and all other Services that you use. You agree to promptly pay all fees and
charges for services provided under this Agreement and authorize us to charge your
designated Account or any of your Accounts when fees or charges are due. You agree to be
responsible for any telephone charges or other out-of-pocket expenses incurred or related
to the Bill Pay Service. Additionally, you agree to pay any special charges announced or to
be announced by MVB. These fees are in addition to the fees and service charges specified
for each applicable Account (i.e., uncollected funds or overdraft charges on your checking
Account). If the designated Account has insufficient funds to cover the fees, you authorize
MVB to deduct the fees from any other Accounts you may have with MVB. If the fees are
not paid or cannot be paid, we may cancel your Bill Pay service, and you will remain
responsible for the payment of all such fees. To reinstate your Bill Pay Service, contact MVB
Customer Service when sufficient funds are available in your designated Account to cover
the fees and any other pending transactions.

10. BILL PAYMENTS – Bill payments are processed by Electronic Fund Transfers (EFT).
Please see MVB’s Electronic Fund Transfers Disclosure Statement received when you
opened your Account, which discloses important information concerning your rights and
obligations. Contact MVB if you need an additional copy of the Electronic Fund Transfers
Disclosure Statement.

warranty of any kind, expressed or implied, including any implied warranty of
merchantability or fitness for a particular purpose, in connection with the Bill Pay Service
provided to you under this Agreement. We do not and cannot warrant that Bill Pay will
operate without errors or that the Bill Pay Service will be available and operational at all
times. Except as specifically provided in this Agreement or where the law requires a
different standard, you agree that neither we, nor the service providers, shall be
responsible for any loss, property damage, or bodily injury whether caused by the
equipment, software, MVB, Internet browser providers, Internet access providers, 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, consequential,
incidental, economic, punitive or other losses, damages, or expenses in connection with this
Agreement or the Service, including any such matters arising in any way out of the
installation, use or maintenance of the equipment, software, online financial services, or
Internet browser or access software.

12. TERMS OF IBS AGREEMENT APPLY – All of the terms and conditions of the IBS
Agreement shall also apply to your use of the Bill Pay Service and any other Services
described in this Agreement.

Rev. 12/06
BUSINESS BILL PAYING AGREEMENT (CLEAN Rev. 12-11-06).doc 6/11/2007