Truist Online and Mobile Banking for Business Service Agreement

Effective June 15, 2024

1. Introduction

This Truist Online and Mobile Banking for Business Service Agreement (the “Agreement”) governs the use of the Online and Mobile Banking service (the “Service”). By subscribing to the Service or using the Service, you agree to the terms of this Agreement, and any use of the Service through valid authentication is subject to the terms of this Agreement. Please read this Agreement carefully and in its entirety. We suggest you print a copy of this Agreement. All terms of your account agreements (as defined herein) are incorporated into this Agreement.

PLEASE NOTE THERE IS A MUTUAL ARBITRATION AGREEMENT BEGINNING ON PAGE 57 OF THIS AGREEMENT. PLEASE READ THIS PROVISION CAREFULLY BECAUSE IT HAS A SUBSTANTIAL IMPACT ON HOW DISPUTES AND CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED.

You may use an electronic device to access the Service through Truist.com or personal financial management software, which you must purchase from the software manufacturer or a retailer of your choice. Your use of the personal financial management software is governed by the software license agreements included with each software application. You must agree to the terms and conditions of the software license agreements during the installation of the personal financial management software on your electronic device. You are responsible for the correct set-up and installation of the personal financial management software. We suggest you print a copy of the software license agreements included with the personal financial management software.

Mobile Banking Licensing Terms for Users of Third-Party Software. If you access the mobile banking service through software downloaded to or pre-loaded on your wireless device (software), you agree to the following licensing terms (terms):

Truist and the third-party software providers reserve all rights to the copyrighted software not expressly granted herein. You may use the software solely for accessing the mobile banking service subject to the terms. You may not do any of the following to the software: (i) modify, revise or create any derivative works; (ii) decompile, reverse engineer or otherwise attempt to derive the source code; (iii) redistribute, sell, rent, lease, sublicense or otherwise transfer rights; or remove or alter any proprietary notices, legends, symbols or labels, including, but not limited to, any trademark, logo or copyright. Neither the software licensor nor the wireless network provider is responsible for any of the materials, information and financial products or services made available to you through the software.

You are solely responsible for your choice of equipment, wireless carriers, Internet or email service providers, web browsers, voice/data plans, etc., and for resolving any issues concerning operation, performance, availability, costs, etc., relating to any of the foregoing with the appropriate provider.

2. Definitions

The following definitions apply to this Agreement:

• “Account(s)” refers to your eligible checking, savings, brokerage, investment advisory, trust, investment management, escrow, custodial, individual retirement account, insurance policy or annuity contract, mutual fund, certificate of deposit, money market, loan, line of credit, credit card, prepaid card account or mortgage account you have with Truist and its affiliates, including Truist Investment Services. Some of your accounts may not be eligible for certain transactions using the Service.
• "Account agreement(s)" means any account agreement, such as the Bank Services Agreement (for consumer accounts), the Commercial Bank Services Agreement (for business accounts), or other applicable agreement, as amended from time to time, relating to an account or other relationship you have with us.
• "Administrator" means an individual who is granted access to create additional users by the Business Profile Owner. The Administrator can be granted Full Access (see "Full Access Administrator") or their access can be customized by the Business Profile Owner to only include specific accounts and functions ("Custom Access Administrator").
• "Applicable law" means, as to any person or entity, a requirement imposed by any federal, state, local or other law, regulation, rule, ordinance, determination of an arbitrator, order of a court or determination, order, finding, advisory opinion, guideline or requirement of any other governmental authority, which is applicable to and binding upon such person or entity, including without limitation, the laws, regulations and orders administered by the Office of Foreign Assets Control (OFAC), and the Financial Crimes Enforcement Network (FinCEN).
• "Business Combined profile" means a business profile for which the Business Profile Owner has associated personal account(s) owned by the Business Profile Owner with the business account(s) that are setup on the Service. This allows entitled users to toggle between business and personal accounts in the Service.
• "Business Profile Owner" means the individual who sets up the company profile based on their associated business account or debit card. This person must be listed as a Designated Representative on Truist's Resolution for Deposit Account form for the first account of the business entity added to the Service. While there can be multiple Designated Representatives on a business entity's Resolution for Deposit Account form, the first one to set up the company profile in Online Banking is the Business Profile Owner. There is only one Business Profile Owner for the company.
• "Full Access Administrator" (Full Access Admin) means an individual who is granted full access to all accounts on the profile by the Business Profile Owner. The Full Access Admin has the authority to enroll in and accept terms of additional services, including Fraud Inspector and Online Payroll. The Full Access Admin can access information including statements, tax forms, notices, and inserts in documents and can create users and grant users access to any accounts on the profile that are eligible to be accessed by additional users. This access includes personal accounts if the profile is a Business Combined profile.
• "Mobile banking" means the portion of the Service accessed through an application (the "app") downloaded to your mobile device. The app allows you to perform various functions including viewing account balances and transaction information, initiating transactions and bill payments, and transferring funds.
• "Non-Truist account(s)" means your accounts at another financial institution.
• "Online banking" means the Internet application portion of the Service accessed via a web browser regardless of device type.
• "Personal financial management software" means the computer program through which you may access the service. See truist.com for currently supported programs and versions.
• "Service(s)" refers to collectively, any or all of online banking services, described in this agreement, which allows you to electronically access account and transaction information, transfer funds, originate transactions and pay bills on an electronic device.
• "Software license agreement(s)" means the software license agreements governing your use of the personal financial management software.
• "Truist" refers to Truist Bank and its affiliates.
• "User" means an individual who is granted access to accounts as specified by the Business Profile Owner or Administrator. A User cannot create additional users.
• "We", "Us", or "Our" refers to Truist and any agent, independent contractor, designee or assignee Truist may, in its sole discretion, involve in the provision of the Service. Although not capitalized throughout this Agreement, any reference to 'we', 'us' or 'our' below invokes this definition.
• "You", "Your", or "Client" refers to any company using the Service, including the Business Profile Owner and any additional users who have been granted access permissions to the online banking service. Although not capitalized throughout this Agreement, any reference to 'you' or 'your' below invokes this definition.

3. Security

(a) User ID and password

You will be asked to choose your personal user ID and password in accordance with the requirements and limitations of the Online Security Measures. You authorize us to follow any instructions entered through the Service using a user ID and password associated with your profile. You agree not to give or make available your user ID and password to any person. Sharing this information constitutes a misuse and therefore, all transactions initiated by those with whom you shared information will be considered as authorized by you, regardless of whether you intended those transactions to be made. We may ask you to change your user ID and password from time to time for security reasons. You agree not to use any language that is abusive, harassing, libelous, defamatory, obscene or threatening when defining your user ID or any other personalization of your account(s).

It is possible you may access your user ID and password within the Service through biometric identification settings on your device, including but not limited to, fingerprint recognition, face recognition, iris recognition, voice recognition under various trade names, including but not limited to, Touch ID or Face ID or Fingerprint (collectively any biometric access to your user ID or password through biometric or similar access from your device are hereinafter referred to as "Biometric Access").

Truist does not provide any Biometric Access technology and does not save biometric information in the Service or access any biometric information on the access device. Biometric Access must be enabled on the device in order to enable it for online banking, and Truist may limit use of Biometric Access to accessing your user ID and password in certain circumstances, but you are solely responsible for the access device security and use of user ID and password.

You acknowledge and agree that anyone with Biometric Access to the access device, even if unknown to you, will have authority to access your accounts and will be authorized to initiate transactions through the Service.

TRUIST ADVISES YOU TO REVIEW AND CONFIRM THAT ALL REGISTERED BIOMETRIC ACCESS BELONGS TO INDIVIDUALS WITH AUTHORITY TO INITIATE TRANSACTIONS ON ACCOUNTS ACCESSED THROUGH THE SERVICE. BY AGREEING BELOW, TRUIST RELIES ON YOUR REPRESENTATION THAT ANYONE WITH BIOMETRIC ACCESS IS AUTHORIZED TO VIEW INFORMATION AND TRANSACT ON THE ACCOUNTS ACCESSED THROUGH THE SERVICE.

(b) Authentication

In addition to your user ID and password and information you provide to us, you will be presented with authentication question choices and prompted for responses when you initially access the Service. You may be asked to update these questions and responses, and may be presented with these questions when you access the Service and/or make certain transactions using the Service. In addition, we may require you to use one or more types of authentication tokens or codes to verify your identity and the device you use to access the Service, or to verify a specific transaction. Truist may use information on file with your wireless provider to further verify your identity and to protect against or attempt to prevent actual or potential fraud or unauthorized use of the Service. By using the Service, you authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon or any other branded wireless operator) to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Truist with your wireless operator account profile information for the duration of our business relationship. We reserve the right to prevent access to the Service and/or refuse to process any payment or transfer for security reasons, or if we suspect fraud. We will use the information provided to us to contact you in certain events and you are responsible for returning our phone and email messages. We will never ask you user name and passwords when contacting you over the phone or by email. You agree and understand that your phone and email addresses may be used for authentication purposes. Other authentication methods may be used for validation of transactions from phone numbers other than the numbers provided to us.

(c) Security Procedures

The Bank's security procedures ("Security Procedures") offered for the Service include access credentials (including user ID, password, codes, or other log-in information) required to access the Service and initiate certain payments and transactions within the Service, one-time authorization codes or tokens used to initiate or approve certain transactions, and procedures to verify or authenticate transactions described in this Agreement.

The Security Procedures offered to you are designed to control access to the Service and verify the authenticity of instructions provided to us. The Security Procedures are not designed to detect errors in the content of instructions or information transmitted to us, including but not limited to your intended account numbers, account numbers not belonging to the named recipient, and erroneous or fraudulent instructions provided to you by another party.

You agree that use of the Service constitutes acceptance of the Security Procedures applicable to the transaction or payment initiated, and agree that the Security Procedures are commercially reasonable for your use of the Service, including the size, type and frequency of any possible transactions that may be initiated from your accounts that may be associated with the Service now or in the future. You agree to be bound by, and we are authorized to rely and act upon, all Service initiation, access, and instructions accepted by us in good faith and in compliance with the applicable Security Procedures, whether or not you (or one of your users) actually gave us those instructions. You agree to comply with additional Security Procedures that we may implement for the Service from time to time.

(d) Confidentiality and Security of Security Procedures

You agree to establish and maintain commercially reasonable methods to protect the confidentiality and security of all Security Procedures described in this Agreement, including but not limited to access credentials and one-time passcodes, and information relating to their use. You are solely responsible to secure the information relating to these Security Procedures as you are authorizing us to allow access and initiate services and transactions when your information and/or instructions are provided through valid Security Procedures. Suggestions for developing such commercially reasonable methods are available at Security Central or within the Online Banking application. You should: (i) maintain access credentials and related information in a secure location with access limited to only the individual to whom such access credentials have been assigned; (ii) provide initial and ongoing instructions concerning confidentiality and security to such individuals; (iii) ensure that access credentials are used only in a secure environment and only by the individual to whom they have been assigned; (iv) periodically change your password as we may require or as may otherwise be prudent; (v) deactivate, cancel or change the user permissions of any individuals granted access to the Service whenever you terminate or restrict the right of a person to use any of them (e.g., when you terminate an employee or limit authority previously given relating to the Service); (vi) notify us immediately by phone if you believe any Security Procedure, including but not limited to access credentials and ability to access one-time passcodes, has been lost, forgotten or is in the possession of an unauthorized person, and upon our request, you will promptly confirm your call in writing. You should never disclose information concerning Security Procedures to anyone who is not authorized to use the Service.

(e) Limitation of Liability Related to Access Credentials and Unauthorized Transactions

We: (i) will allow any person using your Security Procedures to access and use the Service; and (ii) may accept information from, provide information to, and rely upon, act on and follow any instructions from any person using your Security Procedures, and such instructions will be deemed effective as your instructions. Our records regarding the Security Procedures used to access the Service will be deemed conclusive and binding upon you, absent manifest error. If an unauthorized person obtains access to the Service through the use of your Security Procedures, we will not be liable to you or any other person for permitting such access or for receiving information from, providing information to or relying upon, acting on or following instructions from such person (including, without limitation, instructions resulting in the loss of funds), unless you provided adequate prior notice to us of the actual or suspected loss or theft of or unauthorized access to your Security Procedures or we otherwise had actual prior knowledge thereof, or unless the facts of the situation otherwise show we did not act in good faith. If we believe your Security Procedures may have been breached or an attempt to access any service or conduct any transaction may be unauthorized, we may deactivate, cancel or change your Security Procedures as we deem necessary, and we may block access to services and refuse to effect any transaction(s), all without prior notice to you. You agree to reasonably cooperate with us in the investigation and, if appropriate, prosecution of any person who has disclosed, obtained or used any of your Security Procedures without your consent.

Please see the Liability Provisions Applicable to Non-Consumer Accounts, and the Electronic Fund Transfer Agreement & Disclosures Applicable to Consumer Accounts Only sections of this Agreement for important information about your rights and responsibilities in connection with unauthorized transfers from business and consumer accounts.

(f) Computer Security

You acknowledge we are unable to determine whether any part of your Computer System, computer, mobile or other electronic device, system, network, software, application, app (except Mobile Banking), browser, internet connection, or other parts used to access the service (collectively your "Computer System") has been infected with malicious software or compromised by unauthorized individuals. You are responsible for keeping current virus protection to protect your Computer System, and for regularly scanning your Computer System for spyware or other malware. We are not responsible for any losses, errors, failures or malfunctions arising in connection with any unauthorized intrusion into your Computer System, unless we had actual prior knowledge thereof. You agree to allow a competent professional to conduct a forensic investigation on your Computer System if you assert a transaction was initiated with your Security Procedures and assert such transaction was not authorized or intended by you.

(g) Mobile Banking Security

You agree to allow us access to your mobile device and information for authentication and security purposes when using the mobile app. You accept all risks for biometrics authentication for other individuals who may be able to access your mobile device and/or the biometric profile on your device.

We do not store confidential or sensitive information such as passwords or account numbers on your wireless device in connection with the mobile banking service; however, user IDs may be stored on your wireless device based on the personal setting you establish on your device. You should safeguard your wireless device, user ID and password against loss or theft. If your device is lost or stolen, report it immediately to your wireless provider. Except as provided in this agreement, we have no responsibility or liability if someone else learns your user ID and password and uses it to access the mobile banking service.

(h) Transaction Validation

We rely on our Security Procedures for transaction validation, as well as the steps outlined below. Transaction validation is designed to increase security for ACH, wire, or other payments within the Service. When you first log onto the Service, you will be required to provide a valid email address and phone number(s). In addition, should you choose to add additional users to your profile, then you must also provide an active email account for each user. When you first subscribe to the ACH or Wire Transfer service, you must register at least two phone numbers that we may use to contact you to validate transactions initiated through the Service. If you, or any of your entitled users, initiate any transaction or payment through the Service, you/they may be required to complete a transaction validation process before the payment is processed. The transaction validation process could include a call, email, or text message to the user, transaction validation codes, or other validation method chosen by us in our discretion. You are solely responsible for maintaining correct and up to date phone and email information for transaction validation. You are solely responsible for the security and access to your phone and Computer System. You are responsible for unauthorized use of a phone or email account resulting in unauthorized access to the Service or transaction initiation/validation. You agree that we will have no liability to you for transactions initiated where your contact information has been used to validate the transaction(s) in accordance with this section. Your failure, or delay, in responding to transaction validation requests may result in termination of the transaction.

(i) Other Security Measures

We reserve the right to, at any time, require use of additional verification procedures, such as transaction validation codes, dual validation procedures and other measures in addition to the Security Procedures described in this Agreement for verifying your identity or validating certain transactions. There may also be Security Procedures applicable only to certain services, as described more specifically within the Agreement.

4. Bill Pay Service

(a) Terms and Conditions of the Bill Pay Service

The Bill Pay Service enables you to make payments (either one-time or recurring payments) online from your designated checking, money market, or pre-paid card account to third parties as you direct; and receive electronic bills from participating Billers (defined below), view Biller bill summary and bill detail information.

By choosing to use the Bill Pay Service in addition to the Online Banking Service, you agree to be subject to the terms and conditions outlined in these Bill Pay Service terms.

We are offering you the Bill Pay Service through one or more Bill Pay Service Providers that we have engaged to render some or all of the Bill Pay Service to you on our behalf. However, notwithstanding that we have engaged such a Bill Pay Service Provider to render some or all of the Bill Pay Service to you, any liability to you for any payments or transfers conducted using the Bill Pay Service is borne by us and not the third party to the extent any liability attaches in connection with the Bill Pay Service. You agree that we have the right under this Agreement to delegate to Bill Pay Service Providers all of the rights and performance obligations that we have under this Agreement, and that the Bill Pay Service Providers will be third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us.

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