Internet Banking Users Agreement

1. USING COMMERCE BANK INTERNET BANKING

You may print or download a copy of this agreement for your records.

Commerce maintains this Site to provide you with information about its products and services and to facilitate communication with you. Product offers, rates, terms and other information provided on the Site are subject to change without notice. We reserve the right to change, update, add or remove portions of these terms and conditions at any time. Please check this Site periodically for changes. Not all of the products or services described on the Site are available in all geographic areas. You may not be eligible for all the products or services described. We reserve the right to determine eligibility for any product or service.

BY USING THE SITE, YOU AGREE TO PAY ON DEMAND, OR HAVE CHARGED TO YOUR ACCOUNT, ANY/ALL SERVICE CHARGES, NON-SUFFICIENT FUNDS FEES, RESEARCH FEES, CORRESPONDENCE FEES, AND/OR ANY OTHER SERVICE FEES AS A RESULT OF USE OF THE INTERNET SERVICE AND/OR BILL PAY, AS CONTAINED WITHIN THESE DISCLOSURE RULES, AND/OR THE SCHEDULE OF FEES. BY USING THE SITE, YOU AGREE THAT THESE FEES AND/OR SERVICE CHARGES ARE NON-WAIVABLE AND/OR OTHERWISE NON-REFUNDABLE BY THE BANK OR AGENT THEREOF.

(b) Computer Requirements. In this Disclosure, your computer, software and the related equipment are referred to collectively as your "Computer". You are responsible for the maintenance and operation of your Computer. In order to use Commerce Internet Banking, you will need a computer with Internet access and a common compatible internet browser which supports 128-bit encryption. MSN-TV, Linux, pda and texting browsers may not be supported by our service. Please refer to our consumer alert pages for more detailed information on how you can protect yourself against computer malware.

Use of secure sites such as Mane-Link, Bill Pay or eStatements require your computer to set a secure "session cookie". If you restrict use of session-cookies on your computer, you may not be able to utilize all services of the websites. Bill Pay and eStatements utilizes enhanced features and tools which call for a separate window to open. Disallowing pop-up windows to occur while using the Bill Pay module may keep certain features from functioning properly. You may want to consider allowing Pop-Ups for the Bill Pay module.
Use of Commerce eStatements requires Adobe Acrobat Reader version 5.0 or higher, or compatible TIFF reader.

(c) Business Days. In this Disclosure, a business day is defined as any day on which the offices of Commerce are open to the public for carrying on substantially all of its business functions. Our business days are generally Monday through Friday, except certain Federal and State holidays, and/or Dates of declared State of Emergency.

(d) Cut-off Time. Any and/or all debit or credit transactions performed after 5PM EST, are considered to be part of the next business day. Bill payment requests submitted after 4PM EST, are considered to be part of the next business day. Commerce reserves the right to change these cut-off times. You will receive notice if they change.

(e) Access to Commerce Internet Banking. You can use your Computer to access Commerce Internet Banking 24 hours a day, 7 days a week, except during any special, scheduled, unscheduled maintenance and/or downtime periods, ISP issues, acts of nature, or geo-political involvement otherwise restricting or prohibit our servers from processing or receiving your log-on request.

If you wish to use Internet Banking, You are required to electronically enroll using the secure enrollment form on our website, with your required information, to authorize use of the online service. You agree and understand that you will provide and maintain with us a valid, active e-mail address for electronic communication between you and Commerce. After subsequent review and approval of your enrollment request by the Bank, you will be notified in writing by postal mail of your new Access ID and password. If you are disapproved for access, you will be notified in writing.

(f) Linked Accounts. In order for you to enroll in and use Commerce Internet Banking, eStatements, and/or Bill Pay, you must have at least one (1) open Commerce Checking or Savings Account AND a TaxPayerID, Social Security number, Employer Identification number, or other Identification number as required by the Bank or Federal Regulation on file with us. You must be a signer on an Account in order to access it through Commerce Internet Banking. We reserve the right to deny account linkage and account transactions under certain circumstances.

(g) Access ID and Passwords. The Bank assigns your Access ID and initial password. Upon your initial login you will be prompted to set mandatory Multifactor Authentication information and change your initial password. It is strongly recommended that you do not use easily obtained information such as birth dates, phone numbers, etc. If your Access ID and/or password are entered incorrectly, you will be locked out of the system after the third failed attempt. You will remain locked out until you contact the Internet Banking Helpdesk direct, by telephone or email, and have the account reset. You will be required to identity yourself by several factors (social security, date-of-birth, deposit information, EIN-TaxID numbers, and/or other) to have any security lockout reset. Web browsers may prompt you with a dialog box asking if you wish to save your password. In order to ensure the security of your accounts you must check "no" on this option. The Bank may require the use of, or implement, additional security or "User" codes by you at any time.

(h) Account Owners Responsibility. If your account is a joint account, and/or requires two or more signatures for any bank debits, you agree that your individual Access ID and password will be your collective authorization for any Mane-Link access, bill payments or transfers. If more than one of you uses Commerce Internet Banking, you agree that any authorized account owner can access all of the funds held in the linked Accounts for Commerce Internet Banking purposes. You are responsible for ALL transfers and payments you authorize using Commerce Internet Banking and/or Bill Pay. If you permit other persons to use your Access ID and password to access Commerce Internet Banking and/or Bill Pay, you are responsible for any transactions they authorize to/from your linked Accounts. It is your sole responsibility to protect your Access ID and password from unauthorized individuals.

By continuing and accepting the terms of this Mane-Link Internet Banking User Agreement, you consent and hereby authorize Commerce to provide or deliver periodic eStatements on your linked accounts to you electronically, by e-mail notification, under your Mane-Link access code and password.

If you decide you would like to receive paper statements instead, please See Section 6. “Consent and Authorization for Electronic Transmission of Regular Account Statements” for additional details and notification information.

(j) Automatic Transfers, Payments and deposits. You may make electronic transfers to and from your linked Checking Account, Money Market Account and your Savings accounts. You may make regular payments out of these Accounts to pay amounts you owe us on certain Loans, and/or to pay amounts you owe to a third party (such as an insurance company or public utility). We have the right to decide which third parties we will permit pre-authorized or automatic transfers to be made to. If your Commerce checking account is linked to a Commerce Loan account, you must use the “Express Transfer” option to make payments through this service.

We recommend you do NOT use internet banking transfers to make "principle only" or other "special" payments to a linked loan or equity account. (See your Account Manager for these special services.) We will NOT process a "Bill Payment" through the Bill Pay service if these accounts are linked, and you can otherwise make or initiate immediate (Express) transfers.

(k) Internet Banking Allowable Transactions. Commerce Internet Banking allows you to perform the following functions:

(1) transfer funds between your linked Accounts, and
(2) obtain Account balances and transaction information for your linked Accounts, via online display or by eStatements (limited accessibility) pdf.
(3) utilize our optional bill payment service

These features of Commerce Internet Banking are limited to the extent, and subject to the terms, noted below:

(1) Transfer Funds. Your ability to transfer funds between certain Accounts is limited. Transfers from Savings and Money Market Deposit Accounts made through Commerce Internet Banking are counted against the permissible number of transfers.
(2) Not all Transfers are Immediate. Online "Scheduled Transfers" if available, are not immediate, and process fully within two business days. Use of any "scheduled transfer" option may affect your funds availability, and/or may result in NSF fees to your account.
For immediate transfer of available funds, use the "Express Transfer" link or feature provided after log-in. Express Transfers are effective within the current business day that it was initialized
(3) Account Information. The Account information that you access via Commerce Internet Banking will generally be current as of the last Business Day before you obtain the information. Loan Payment, Loan Payment transfers, or Cash Reserve transfers you make may have a one (1) business day delay in the reported display of credit activity and/or posting.
(4) Account Documentation. You have the right to obtain documentation of each electronic transfer that you originate. Commerce makes this information available to you online and with your monthly statement. The documentation will include the amount involved in the transfer, the date of the transfer, the type of the transfer, the type of account used, your specific account number and, an identifying number of where the transaction took place.
(5) External Transfers. Should you wish to make any credit or debit transfers of a depository nature involving accounts external to Commerce through Internet Banking, you must use our ACH Transfer service, which is a separate service available within Bill Pay. We reserve the right to limit the frequency and dollar amount of transactions from your Accounts for security reasons. A service fee may be involved.

(m) Disclosure of account information to third parties. In order that your privacy may be protected, we will not disclose any information about you or your account to any person, organization, or agency except:

(1) for certain routine disclosures necessary for the completion of a transfer; or
(2) for verification of the existence and condition of your account for a credit bureau or merchant; or
(3) to persons authorized by law in the course of their official duties; or
(4) to our employees, auditors, service providers, attorneys or collection agents in the course of their duties; or
(5) pursuant to a court order or lawful subpoena; or
(6) to a consumer reporting agency as defined in Chapter 93 of the Massachusetts General Laws; or
(7) by your written authorization which shall automatically expire 45 days after our receipt of your authorization. If an unauthorized disclosure has been made, we must inform you of the particulars of the disclosure within three days after we have discovered that an unauthorized disclosure has occurred.

(o) Fees. Currently there are no fees or minimum balance requirements for using Internet Banking. Depending on your account type, fees may be applicable for use of Bill Pay. Your account will also be governed by the agreements, disclosures, and other documents provided to you in connection with the opening of your account or subsequent notifications.

(p) Links to Other Sites. The hyperlinks to external Internet sites are provided solely as a convenience to our users. We have made an effort to determine that these links function properly. However, linked sites are not under our control, and we are not responsible for the contents of any linked site, or any link contained in a linked site. Even if you access a site by means of a link provided by our site, you are responsible for confirming the identity and authenticity of any site you visit. The inclusion of a link does not imply or constitute an endorsement by us of that institution, its ownership or management, the products or services it offers, or any advertisers or sponsors appearing on that institutions web site.

(q) Ownership of copyrights and trademarks. Copyright in the pages, screens, text and images appearing in the Site, and their arrangement, is owned by Commerce or others as indicated, and is protected by U.S. and international copyright laws. The trademarks, logos and service marks ("Marks") displayed on the Site are the property of Commerce and other parties. Users are prohibited from using any Marks or copyrighted material for any purpose without the prior written permission of Commerce, and users are specifically prohibited from modifying, copying, distributing, transmitting, displaying, creating derivative works or using any content available on or through the Site for commercial or public purposes.

(r) No Warranty WE AND OUR LICENSOR PROVIDE INTERNET BANKING AND BILL PAY "AS IS" and "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NEITHER WE NOR OUR LICENSOR SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF THIS SERVICE.

In addition, unless otherwise provided by statute, your sole remedy, financial or otherwise, for any damage or claim arising out of any defect with the use of internet banking shall be limited to our reprocessing the affected data or transaction at no cost to you.

(s) Limitation of Liability. We will not be liable for failure to provide access or for interruptions in access to the site due to a system failure, other unforeseen acts or circumstances or a malfunction of your computer equipment or any system you use, including your browser, internet service provider or other software you use. Under no circumstances and under no legal theory, tort, contract, or otherwise, shall we or our supplier be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character, including, without limitation, damages for loss of goodwill, loss of use, data, profits, work stoppage, computer failure or malfunction, or any and all commercial damages or losses. We are also not responsible for any electronic virus, viruses, spyware or adware that you may encounter. We strongly suggest that you routinely scan your computer using a virus protection product and/or a spyware detection program.

2. ACH TRANSFERS

(a) General. If you use our ACH transfer service to initiate monetary transfers between financial institutions, some electronic payment transactions will be subject to the rules of the National Automated Clearing House Association (NACHA). All electronically initiated ACH transfers are subject to Federal Banking Regulations concerning initiation and their setup, processing, transfer, and cancellation, if applicable.

(b) ACH Fees. If you use our ACH transfer service, there is no charge for "standard" 3-business day ACH transfer into your account. THERE IS A US$5.00 FEE CHARGED TO YOUR ACCOUNT FOR ANY "STANDARD" 3-BUSINESS DAY ACH TRANSFER FROM OR OUT OF YOUR ACCOUNT. THERE IS A US$5.00 FEE CHARGED TO YOUR ACCOUNT FOR ANY "EXPRESS" NEXT-BUSINESS DAY ACH TRANSFER INTO, FROM OR OUT OF YOUR ACCOUNT. THERE IS A "DAILY BUSINESS DAY LIMIT" OF US$1000.00 FOR ANY ACH TRANSFERS TO OR FROM YOUR ACCOUNT.

ANY AND ALL SERVICE CHARGES AND OR FEES ASSESSED AND CHARGED TO YOUR ACCOUNT FOR ACH TRANSFERS AS INITIATED BY YOU TO AND FROM YOUR ACCOUNT ON THIS SERVICE, ARE NON-REFUNDABLE AND NON-WAIVABLE.

(a) General. Bill pay is only available for use from a Checking Account or Money Market Deposit Account in good standing. Depending on your account type, fees may apply for use of Bill Pay. See this Bill Payment section of your Disclosure for Fee or Service Charge information.

You may use Commerce's Internet Banking bill pay module to authorize and direct our third party bill paying service to debit your Commerce account and to make payments from your designated checking account to the Payees you choose in accordance with this agreement. "You" or "your" means each person who is authorized to use the service. "Payee" means anyone you designate and Commerce accepts as a payee.

Each time you pay a bill using Commerce Internet Banking, you must designate the Account from which we are to make payments. You may make payments only from your Checking Account. Payments may not be available or may be restricted from, a Money Market Deposit Account. Bill payments from a Money Market Deposit Account are counted against the permissible number of transfers. Permissible transfers are defined as 6 per month with no more than three to a third party. For additional information please refer to the Truth in Savings disclosure you received when your Money Market account was established.

You may pay almost any payee you wish. While most payees can be paid by using the Bill Pay module, we reserve the right to refuse to pay certain payees. We reserve the right to refuse to pay payments of a personal nature or to non-business entities or persons. We reserve the right to restrict, limit the number of bill payments, or cancel the service altogether, if the number of bill payments appear to be excessive in volume for a home consumer, family, or small business, or are being initiated by a corporate account holder. We reserve the right to audit and/or delete all payments for restrictions contained herein, accuracy of addressing and or pertinent account number errors in data-fields.

Using the Bill Pay module, you can only pay payees with United States addresses. Commerce and/or our bill payment service will attempt to verify the address through national database registries. If an address cannot be confirmed or verified, it may not be entered into the Bill Pay database for your use.

You must have a valid e-mail address to use the service. You will be notified via e-mail if you are Approved, or Declined, for authorization and use of this service. If we are notified that your listed e-mail address is invalid, blocked, closed, cancelled, or otherwise not valid, we will immediately cancel your authorization for use of the Bill Pay service.

Only after you have received notification of Approval and authorization, can you start using the Bill Pay service. You will be required to establish a separate and confidential Bill Pay security profile with our service.

There is NO FLOAT with Bill Pay. Processed amounts are deducted from your account on the "PROCESS" date, provided funds are collected and or available.

(c) Customers Responsibility. You agree that your Access ID and password is your signature authorization for any payments and/or transfers. If your account requires two or more signatures for any bank debits, you agree that your Access ID and password will be your collective authorization for any bill payments and/or transfers.

You are liable and responsible for ALL transfers and payments you authorize using Commerce Internet Banking and/or Bill Pay. If you permit other persons to use your Access ID and password to access Commerce Internet Banking and/or Bill Pay, you are responsible for any transactions they authorize to/from your linked Accounts.

When you have entered your Access ID and password and transmitted a payment instruction, you authorize us to reduce the designated Payment Account accordingly via our third party electronic processing service. You are fully liable and responsible for any payments initiated or made using this service against any closed or otherwise restricted account.

If you close, or make any changes to, any “designated” Bill pay account, or Commerce closes the designated account for any security or liability reasons, and you open another linked checking account that you wish to use for Bill Pay, you are responsible to either change the designated account on your confidential Bill Pay module preferences, notify and have your branch make the designated account change for you, or e-mail us your request at: manelink@bankatcommerce.com. We will notify you by e-mail reply, within 3 business days, of the change in designated-account preferences.

IF THERE ARE UNCOLLECTED, INSUFFICIENT, OR NON-SUFFICIENT FUNDS IN THE DESIGNATED PAYMENT ACCOUNT ON THE DAY A PAYMENT IS SCHEDULED, AND NO OVER-DRAFT PRIVILEGES ARE IN EFFECT ON YOUR ACCOUNT, YOUR ACCOUNT WILL BE CHARGED THE APPROPRIATE NON-SUFFICIENT FUNDS NON-WAIVABLE SERVICE FEE, WE WILL NOTIFY YOU BY MAIL AND THE PAYMENT WILL BE CANCELED.

We reserve the right to refuse to honor ANY payment requests that reasonably appear to us to be fraudulent or erroneous.

(d) Bill Payment Setup. If you want to add a new payee, use the "PAYEE" button within the Bill Pay module. NEW Payees may take up to 3 business days to be activated for your use, not including the day it was submitted. 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. The minimum Bill Payment amount is $1.00, and maximum Bill Payment amount is $10,000.00 (Ten thousand dollars). We reserve the right to restrict, limit, or cancel your use of the service altogether, if the number and/or volume of bill payments appear to be excessive for any given access ID.

You are responsible to ensure the payment address you provide is the correct remittance address for your payee, vendor service or account processing, with any respective payee or intended recipient. Each time you setup or update your payment instructions, you are authorizing us to process your payment request based on the information originally submitted for that payee through the third party confidential service. Commerce is not responsible if a Bill Payment can not be made due to incomplete, incorrect, or outdated information provided by you regarding a Payee or if you attempt to pay a Payee that is not on your Authorized Payee list.

Commerce is not responsible if a duplicate Bill Payment is processed and made to any Payee due to your part of clicking a Submit button twice in error, or you initiate a duplicate payment to the same entity while a previous bill payment is in process of verification or actual processing. It is your responsibility to review your pending payments that may be set in place by you, or others you authorize to access Bill Pay.

You are responsible for providing and maintaining your Bill Payment payees with the correct names or account details for those persons or entities to whomever you wish to direct bill payment. Bill payment initiation may include, but are not inclusive of, or limited to, the Payee name, Payee address, Payee account number, and Account Owner name and address as originally listed by the Account Owner during Payee setup. Some bill payments and/or Payees you may elect to pay may only involve a Payee e-mail address, ("e-mail" bill payments).

(e) Bill Payment Maintenance. Based upon the Account Owner access information at the initial Payee setup, all subsequent bill payments to the designated Payee will have that Account Owner name listed as Payor. It is the Account Owner(s) responsibility to insure that all Payor and Payee information is accurate.

If, for any reason, your Account Owner information changes, we strongly suggest that you cancel ALL bill payments related to that Account Owner information. This will ensure that future bill payments and transfers made by you will not be duplicated or contain non-valid Account Owner details or information.

Users are encouraged to record financial transactions as they would normally; in a checkbook register, Excel format, or 3rd party home accounting software. As You view information in real-time exactly as The Bank processes transaction data, and statements are made available to You automatically, Internet Banking nor Bill Pay are intended as a repository or archive of long-term Payee information, nor as a substitute for home accounting and historical retention programs such as MoneyDance™, MSMoney™, Quicken™, spreadsheet, or text-based copy formats you have the option to use or employ for historical data retention.
You will not receive copies of any paper-presentments tendered by our Bill Payment service. You will only receive line-item transaction information on your monthly statement. Therefore, if you are required to maintain a paper-trail of canceled or cashed payment checks or items with signatory obligations for any payee, do not use Bill Pay for that payee.

(f) Restricted Payees. Certain "life-impacting" Payees, such municipal real estate tax, mortgage and/or (but not limited to) insurance companies typically may restrict or otherwise not allow 3rd party payment processing of payments, such as Bill Pay. You may want to contact your intended Payee for payment details or further information with regards to 3rd party internet based payment programs before you initiate ANY payment processing request.

There are several RESTRICTIONS to Payees you may wish to setup:

1. The merchant must have an address located in the United States;
2. Payments may not be remitted to Federal or any State tax authorities or government and collection agencies and/or departments;
3. Payments may not be remitted to security companies such as TDAmeritrade, E*Trade, and/or others, for stock purchases, arbitrage settlement, or trade taxing authorities and debt or securities administration;
4. Court directed payments are unauthorized (Alimony, child support, municipal fines or violations, levis, or other legal debts);
5. Commerce strictly prohibits use of our bill payment system for any payroll processing and/or payroll transfers to accounts linked with your portfolio.

(g) Removal of Payees. We will automatically cancel and or otherwise delete all outstanding Payee's (individual and/or recurring) and/or bill payments once we have been notified that your Internet Banking and/or Bill Pay access has become inactive or has been canceled, revoked, or terminated, or your designated Payment Account has been closed.

(h) Payment Delivery. Your payment will be made either by transferring funds electronically to the payee or by sending the payee a paper check. Payments are mailed or sent electronically to the payee (or their processor) 1-3 business days after payment extraction from your account, audit, review, and delivery to our third party processor.

You must allow sufficient time for the funds to be delivered and to reach their intended party or business entity. Therefore, you agree to set your PROCESS DATE TO ALLOW AT LEAST FIVE (5) BUSINESS DAYS, PRIOR TO THE DUE DATE, for each bill payment to reach the Payee. If your Payee is on the West Coast, you agree to set your PROCESS DATE TO ALLOW AT LEAST SEVEN (7) BUSINESS DAYS, PRIOR TO THE DUE DATE, for each bill payment to reach the Payee.

Not all Payees are equipped to accept electronic payments. Your payee may not be accustomed to receiving payments without the payment coupon. You may want to consider alerting your payees that future payments will be coming via a bill pay service.
A third party vendor will be conducting your confidential bill pay transactions for Commerce. Commerce Bank branch staff does not have the ability to access your confidential payee(s) or payee account information that you may setup utilizing this service. As Commerce Bill Pay is a confidential electronic service, you must contact Commerce Bill Pay Subscriber Services toll-free at 877-285-4285 for any and all Bill Pay information, help, bill pay research, and assistance. Secure chat and secure module e-mail messaging is available through the Bill Pay online module if you are approved for access to the service.

Please note that some electronic payment transactions will be subject to the rules of the National Automated Clearing House Association (NACHA). All electronically initiated bill payments are subject to Federal Banking Regulations concerning bill payment and their setup, processing, and cancellation, if applicable.

(i) Scheduling Payments. When using the Bill Payment feature, you agree to schedule payments in advance in order to provide us with at least 5 business days (7 business days for West Coast payees) to deliver the payments before they are due. Commerce, at its discretion, may require additional scheduling days for vendors requiring additional processing days.
Commerce, nor our Bill Pay service, can guarantee delivery (postal or electronic), nor acceptance of, any payment you initiate.

It is your responsibility to authorize your payments in such a manner that your payments may be paid on time. You are responsible for any late payment or finance charges that may be imposed as a result of your failure to schedule payments as described in this section. You cannot schedule bill payments for the same day. If you do not receive payee/vendor credit for a payment issued through Bill Pay, that does NOT mean the Payee has NOT received the payment. Contact the Bill Pay Subscriber desk at 877-285-4285, or review your “Payment History” from the secure online Bill pay module, for further processing information on nay payment.

There are two payment methods to choose from:

1. Single Payments. A single payment will be processed on the business day that you designate as the payment's "process date", provided the payment is submitted prior to the 4:00PM EST daily Bill payment cut-off time on that date. Commerce reserves the right to change the cut-off time. You will receive notice if it changes.

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.

2. 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:

. 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.

. 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.

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.

COMMERCE IS NOT RESPONSIBLE FOR SCHEDULING YOUR PAYEE BILL PAYMENTS OR MAINTAINING CHANGES TO ANY PAYEE DETAILS THAT MAY OCCUR.

(j) Canceling, Editing or, Changing Payments. Any bill payment can be changed or canceled, provided you access the Bill Pay module prior to the 4:00PM EST cut-off time on the business day prior to the business day the bill payment is going to be initiated.

If you have setup a payment request through our Bill Pay module, it is your responsibility to cancel or change that payment. Commerce and or Commerce branch staff cannot change, edit or cancel any aspect of a payment for you when you have setup the payment electronically.

If your request to cancel is not registered or received before 4:00PM EST the Business Day before the payment is to be made, you are responsible for the payment. However, if your request to cancel a payment is registered on our computer by 4:00PM EST the Business Day before the payment is scheduled and we do not cancel, we will be liable for any actual losses or damages.

(k) Funding Bill payments. The bill payment module will make ONLY one (1) attempt at processing your payment request (on-demand, single, or recurring, as set by you) on the evening of the business date YOU SET for processing.

If your account does NOT contain sufficient, available or collected funds at this processing attempt, you will be assessed the appropriate non-sufficient funds processing fee, and payment will effectively be cancelled.

No further attempts will be made for payment processing to the Payee unless you access your Bill Payment account, and initiate a new payment request for the subsequent business day that you elect.

Commerce reserves the right, without liability, to automatically draw against any "overdraft" account, with an available line-of-credit, if you have that service in place.

(l) Payments against Uncollected Funds. 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 Commerce. If Bill payments process against any uncollected deposit or uncollected balance in your account, YOUR ACCOUNT WILL BE ASSESSED AND CHARGED THE APPROPRIATE NON-WAIVABLE, NON-REFUNDABLE, UNCOLLECTED FUNDS OR NON-SUFFICIENT FUNDS PROCESSING FEE. See your current Commerce Schedule of Fees for the current non-sufficient funds processing fee. Commerce 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 your designated account and Commerce 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 Commerce, at its option, may charge any of your accounts with Commerce to cover such payment obligations.

(m) Non receipt of payment and refunds. If you are notified by a Bill Payment Payee of non-receipt of a Bill Payment you initiated, and the amount was debited from your Commerce Account, you must contact Commerce Bill Pay Subscriber Services toll-free at 877-285-4285 for further research into that particular payment. You may also use your secure Bill pay module “Payment History” feature to initiate payment research. Please remember to allow sufficient postal delivery and receipt-processing time for any payment you initiate.

Once the research is completed, and if 10 Calendar days has elapsed since the Bill Payment was debited from your Commerce account, and we have determined the Bill Payment has not been properly credited, we will take one of the following actions dependent upon the payment delivery method:

1) If the Bill Payment had been tendered by paper check; we will cancel that paper item and will refund the amount of that payment back to your account. You may be offered the option to “wait” several more days if circumstances dictated a possible postal delay (ice storms, hurricanes, regional flooding, State of Emergency’s, etc.).

2) If the Bill Payment had been tendered electronically; we can only provide Proof Of Payment details directly to your payee.

If our Bill pay service is unable to tender payment electronically, or it is electronically refused or returned and/or a paper-presentment is refused, returned, or remains otherwise uncashed after a period of 90 days since payment initiation, our confidential service will refund the amount to your account. You will be notified via the secure messaging center on your Bill Pay module. If you have a question concerning or regarding any refunded confidential Bill pay amount, you must contact Commerce Bill Pay Subscriber Services toll-free at 877-285-4285 for information and/or details into that particular confidential refund. Commerce branch staff does not have the ability to access details concerning any automatic, stale-dated, or other refund from the Bill pay service.

(n) Stop Payments. YOU MAY NOT STOP PAYMENT ON ELECTRONIC FUND TRANSFERS AND/OR ELECTRONICALLY CONVEYED BILL PAYMENTS. Therefore, you should not employ electronic access for purchases or services unless you are satisfied that you will not need to stop payment. The initiation by you of certain electronic fund transfers (including telephone transfers, bill payments, and ACH transfers) from your Account will, except as otherwise provided in this Disclosure, effectively eliminate your ability to stop payment of the transfer.

You may request a stop payment on a Bill Payment item that was processed from your account, and not as yet tendered to the payee, and/or conveyed by paper presentment and not as yet cashed. You must use Commerce Internet Banking to log into your account and access the Bill Pay Module to issue a stop payment on a paper presentment. STANDARD NON-WAIVABLE, NON-REFUNDABLE STOP PAYMENT FEES PER THE CURRENT COMMERCE FEE SCHEDULE WILL BE DEBITED AND/OR CHARGED FROM YOUR ACCOUNT. Please note by placing a stop payment on a Bill Payment item which was conveyed by paper presentment, you may be liable for additional fees charged by your payee.

IF YOU REQUEST A STOP-PAYMENT ON A BILL PAYMENT THAT HAS BEEN ELECTRONICALLY DEBITED AND DULY PROCESSED OUT OF YOUR DESIGNATED ACCOUNT AS ORIGINALLY INITIATED BY YOU, EVEN IF BY YOUR ERROR, AND SAID PAYMENT CAN BE SUSPENDED OR OTHERWISE STOPPED BY OUR BILL PAYMENT SERVICE, YOU AGREE TO PAY THE NON-REFUNDABLE, NON-WAIVABLE STANDARD STOP-PAY FEE IN ACCORDANCE WITH THE COMMERCE CURRENT SCHEDULE OF FEES.

(o) Inactivity Period. In order to retain access to Bill Pay and your payee listing, you must be an active user and utilize the bill paying service in order to retain access to your Payees. An active user is defined as an approved and authorized user who accesses the bill paying service to initiate and make at least one (1) Bill Payment every 60 days.

If you do not access and utilize the bill paying service by use of your valid Access ID and password, at least once every 60 days to initiate and make at least one (1) Bill Payment, your approved and authorized use of the bill paying service will be immediately termed inactive, your Access ID code and password will be deleted as a security measure, any/all Payees will be immediately cancelled and removed or otherwise deleted, and your approval and authorization immediately canceled and/or otherwise revoked.

If you become inactive (by your choice or your inability to access the service for any reason) and are removed or otherwise deleted from the bill paying service, and at a later date wish to re-activate the service for your account(s), Commerce reserves the right to re-instate you pending payment of a non-refundable, non-waivable, re-activation service fee from your designated Commerce checking account.

(p) Bill Payment Fees. The monthly fee for the Bill Paying Service is currently waived by Commerce if you are an active user utilizing this Service to initiate and successfully pay at least one (1) legitimate Payee every 60 days.

A legitimate Payee is defined as any US Corporation, company, utility, or business entity with a verifiable "Tax Identification Number" or "Employer Identification Number" with an address in the United States. A private individual is NOT considered a legitimate Payee for definition of the one (1) PAYMENT MINIMUM EVERY 60 DAYS MINIMUM REQUIREMENT FOR WAIVER OF BILL PAY SERVICE FEE.

There are specific fees for optional services within our Bill Pay Module as follows:

1) E-mail Pay. If you use our or "E-mail Pay" service, THERE IS A US$2.00 FEE CHARGED TO YOUR ACCOUNT FOR ANY "E-MAIL PAY" STANDARD 3-BUSINESS DAY TRANSFER FROM OR OUT OF YOUR ACCOUNT. There is no "express" next-business day service available for this method of payment. "E-mail" pay also includes payments by text-messaging or other electronic notification system and or service. THERE IS A "DAILY BUSINESS DAY LIMIT" OF US$1000.00 FOR ANY "E-MAIL PAY" AND OR "TEXT MAIL" PAYMENTS AND OR TRANSFERS FROM YOUR ACCOUNT.

2) Gift Checks. If you use our "Gift" service, THERE IS A US$2.00 FEE CHARGED TO YOUR ACCOUNT FOR ANY "GIFT" PAYMENT AND OR TRANSFER FROM YOUR ACCOUNT. There is no "express" next-business day service available for this method of payment. THERE IS A "DAILY BUSINESS DAY LIMIT" OF US$1000.00 FOR ANY "GIFT" PAYMENTS AND OR TRANSFERS FROM YOUR ACCOUNT.

3) Charity Payments. If you use our "Charity Payment" service, THERE IS A US$1.50 FEE CHARGED TO YOUR ACCOUNT FOR ANY "CHARITY" PAYMENT AND OR TRANSFER FROM YOUR ACCOUNT. There is no "express" next-business day service available for this method of payment. THERE IS A "DAILY BUSINESS DAY LIMIT" OF US$1000.00 FOR ANY "CHARITY" PAYMENTS AND OR TRANSFERS FROM YOUR ACCOUNT.
ANY AND ALL SERVICE CHARGES AND OR FEES ASSESSED AND CHARGED TO YOUR ACCOUNT FOR ACH TRANSFERS, PAY-PEOPLE, GIFT, E-MAIL, or TEXT PAY, AS INITIATED BY YOU TO AND FROM YOUR ACCOUNT ON THIS SERVICE, ARE NON-REFUNDABLE AND NON-WAIVABLE.

(q) Additional Charges. These additional charges will only be assessed to your account if you request one or more of the Bill Payment services listed here. There will be NO FEE or Service Charge for any item if needed to correct a Commerce error.

1) Written Correspondence Requested by Consumer not necessitated by dispute: US$10.00
2) Per Proof of Payment not necessitated by dispute: US$10.00
3) Payments returned due to customer error: US$5.00

There is NO FEE for correspondence if a payment is in dispute with your written dispute acknowledgement of the dispute to Commerce and/or our bill paying service.

Commerce reserves the right to charge you for research time involving payments no longer available in your screen history. You will be informed of any such charges before they are incurred. See the current Commerce Schedule of Fees for this research and/or duplication service fee and/or charge(s).

(r) Liability. You are liable for all transactions you make or that you authorize another person to make even if that person exceeds his or her authority. If you want to terminate another person's authority, you must 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.

Commerce is not responsible for a Bill Payment that is not made if you did not properly follow the instructions for making a Bill Payment.

Commerce is not liable for any failure to make a Bill Payment if you fail to promptly notify Commerce after you learn that you have not received credit from a Payee for a Bill Payment.

Commerce 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 the Commerce's agent.

In any event, Commerce will not be liable for any special, consequential, incidental, or punitive losses, damages, or expenses in connection with this Agreement or the Service, even if Commerce has knowledge of the possibility of them.

Commerce 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 Commerce's reasonable control.

If you have any questions on use of Commerce Bill Payment, contact Bill Pay Subscriber Service (toll free): 877-285-4285.

(s) Amendment and Termination. Commerce has the right to change this Agreement at any time by notice mailed to you at the last address shown for the Account on our records, by posting notice in our branch offices, or as otherwise permitted by law.

Commerce has the right to terminate this Agreement at any time. You may terminate this Agreement by written notice to Commerce. Commerce is not responsible for any fixed payment made before Commerce has a reasonable opportunity to act on your termination notice. You remain obligated for any payments made by Commerce on your behalf.

4. OUR LIABILITY IF WE FAIL TO MAKE CERTAIN TRANSFERS.

If we do not complete a transfer to or from your Account on time or in the correct amount according to the agreement, which applies to that transfer, we will be liable for any actual losses or actual damages. However, there are some exceptions to our liability to you. We will not be liable, for instance:

a. If, through no fault of ours, you do not have enough money in your Account(s) to make the transfer;
b. If the transfer would go over the credit limit on your personal overdraft account with us;
c. If you do not authorize a bill payment soon enough for your payment to be made and properly credited by the payee by the time it is due;
d. If we make a timely bill payment but the payee nevertheless does not credit your payment promptly after receipt;
e. If Commerce Internet Banking is not working properly, and you should have knew about the breakdown when you started the transfer, or when the transfer should have occurred.
f. If your computer or the Internet connection provided by your Internet Service Provider malfunctions during the transfer;
g. If circumstances beyond our control prevent making a transfer or payment, despite reasonable precautions that we have taken. Such circumstances include telecommunication outages or interruptions, postal strikes, delays caused by payees, fires and floods;
h. If the money in your Account(s) is subject to legal process or other encumbrance restricting the transfer;
i. If you do not give proper, complete or correct instructions for the transfer, or you do not follow the procedures in this or any other agreement with us for requesting a transfer;
j. If the U.S. Postal Service causes a delay;
k. Your password has been reported lost or stolen, or we have canceled your password and Commerce Internet Banking or other electronic banking service; or
l. If we have reason to believe that you or someone else is using the Commerce Internet Banking or other electronic banking service for fraudulent or illegal purposes.
m. If you scheduled a transfer on any given day which has incoming debit items on your account(s).

There may be other exceptions stated in our Agreement with you.

5. ELECTRONIC FUND TRANSFERS.

Please refer to our Electronic Fund Transfers disclosure for more detailed information and rules governing Electronic Fund Transfers which apply to Internet Banking, Bill Pay and ACH transactions.

6. CONSENT AND AUTHORIZATION FOR ELECTRONIC TRANSMISSION OF REGULAR ACCOUNT STATEMENTS
By acceptance of Commerce Bank’s Mane-Link Internet Banking User Agreement terms and conditions, You authorize Commerce to discontinue sending periodic Account Statements on your linked checking, savings and loan accounts via postal mail service, and to instead deliver and/or make available such periodic Account Statements to You electronically ("eStatements") via e-mail notification. You understand and agree that Commerce will send an e-mail (at the end of each statement cycle) on an ongoing basis to your e-mail address, as provided within the your original online Mane-Link enrollment form, notifying you that eStatement(s) are ready to be viewed on the Commerce website by use of your Authorized and active Mane-Link passcodes.

You understand and agree that you will no longer receive paper copies of periodic linked Checking, Savings, and/or Loan Account Statements. Commerce will only notify You by e-mail when such new documents are available for viewing. You further understand and agree that:

(a) You are an authorized signer, co-signer, owner, co-owner, or any other legal and approved accountholder of the linked Account(s) under this Mane-Link Authorization. Your electronic signature executed in conjunction with this Consent and Authorization indicates any electronic transaction on this Account shall be legally binding on all owners on the account including yourself and such any transaction performed pursuant to this Consent and Authorization transaction shall be considered authorized by You.

(b) If the Account Number or Access ID entered to access this Consent and Authorization is a joint, personal, custodial, or business account, You acknowledge that you are the primary accountholder of the account and that your consent and authorization has been authorized by each and all of any joint, associated or affiliate accountholders. All joint, associated and affiliate accountholders or any other owners on the account are legally bound by the terms and conditions of this Consent and Authorization. Transactions performed on any Account indicated within Mane-Link or eStatements by electronic means, which contain an electronic signature where your Access ID or password is utilized, shall be considered authorized by You.

(c) You are required to enter your active and valid Mane-Link Access ID and password to view electronic statement(s) and images. It is your sole responsibility to protect your Access ID and password from unauthorized individuals.

(d) Effective December 1, 2008 all new Mane-Link enrollees automatically receive eStatements for all linked checking, savings, and/or loan accounts. New Mane-Link enrollees after December 1, 2008, will not receive paper statements. You will be notified by e-mail when new statements and/or documents are available for viewing.

By continuing and accepting the terms of this Mane-Link Internet Banking User Agreement, you consent and hereby authorize Commerce to provide or deliver periodic eStatements on your linked accounts to you electronically, by e-mail notification, under your Mane-Link access code and password.

(e) Your ongoing consent to receive Account Statements electronically may be withdrawn at any time. You may withdraw consent at any time in writing, by sending Commerce an e-mail at manelink@bankatcommerce.com, and Subject to our confirmation of your request, such withdrawal shall become effective no later than fifteen (15) days after receipt by Commerce. Upon termination, you understand and agree that you will no longer have access to your Account eStatements online and that you will receive all subsequent Account Statements in paper form via postal mail service.

(f) Your computer system meets the minimum system requirements set forth with the Mane-Link User & Bill Pay Agreement, Section 1-(b).

In addition, You agree to have and maintain a printer capable of printing eStatements that are made available on our website. In the alternative, or to have and maintain the ability to electronically save and visually display on your computer screen eStatements that are made available on our website. Commerce recommends that you print a copy of any eStatement, and of this Consent and Authorization for your records.

If you have not saved or printed on your own computer, all previous online eStatements made available to you electronically, You may be charged a reproduction service fee under the current Commerce schedule of Fees, should You require or request archival back-copies of any past eStatement once they are removed from internet access, either by expressed online retention expiration, or your password deactivation from Mane-Link access.

(g) You agree to maintain a valid, active e-mail address. You must immediately or otherwise promptly notify Commerce of any change in your e-mail address by sending us an e-mail notification of such to: manelink@bankatcommerce.com. Commerce is not liable for any third party-incurred fees, legal liability, reproduction fees, or any other issues or liabilities arising from eStatements or notifications sent to an invalid, inactive, blocked, or otherwise filtered e-mail address that you have provided.

You understand that you have no expectation of privacy if any notification is transmitted to, or from, your employer or computer network. You hereby agree to release Commerce from any liability if this information is intercepted, viewed, stored, warehoused, monitored or otherwise made available by an unauthorized party at your place of employment, or any other address, e-mail address or e-mail service, provided or otherwise utilized by you.

It is your sole responsibility to review these eStatement records when they become available.

(h) You understand that your eStatements are made available online for a limited time-period of up to, and/or including, 12 calendar months from date-of-statement processing and/or e-statement module posting, notice, and availability. You agree to save, print or otherwise archive these eStatements as required for your own record-keeping within this time-frame as allowed. eStatements can not be retrieved, viewed, printed or otherwise be made available to You online after 12 months of each individual statement processing and due-notification of availability. You may request paper copies of your past statements after this 12 month period, with the appropriate reproduction service fee charged to your account, per Current Schedule of Fees.

(i) You understand and agree that by signing up for Mane-Link, you will no longer receive return envelopes by mail to send/mail in your loan payments. You understand and agree that you may request transaction envelopes at any time to mail in your loan payments by contacting Commerce in writing, or by sending Commerce an e-mail at manelink@bankatcommerce.com requesting such.

You further understand and agree that You will be responsible for making all loan payments pursuant to the terms and conditions of the loan agreements and disclosures which may be revised from time to time and remain effective for all other aspects of the Account involved.

You understand and agree that although You will no longer receive your loan statements by mail, You will be responsible for timely making all regular loan payments either electronically by accessing Commerce Mane-Link “Express Transfer” or "Scheduled Transfer" if you have a linked Commerce Checking , Savings and Loan account, accessing Mane-Link Bill Pay if you have a linked Commerce checking account, and/or utilizing any other independent financial institution on-line transfer or bill pay service of which you are a depositor of, or registered user thereof, and/or by mailing the payments, in timely manner to:

Commerce Bank & Trust Company
386 Main Street, PO Box 15020
Worcester, MA 01615-0020

(j) You may request a paper copy of any periodic regular Account Statement. A fee may be charged for any such paper copies, subject to the fee as set forth into Commerce’s current Schedule of Fees.

(k) You understand and agree that Commerce reserves the right to change the terms and conditions of this Consent and Authorization. Commerce will notify You before the effective date of any change. This means Commerce will mail You notice using the United States Post Office at the address Commerce currently has on file. By accessing your eStatements after You receive any notice of change will constitute your agreement to such change(s). Commerce reserves the right to discontinue the eStatements program at any time.

IMPORTANT E-MAIL DELIVERY INFORMATION: To help ensure our notifications to you arrive in your Inbox, please add our email address domain, @bankatcommerce.com, to your Contact List, Safe List or Address Book. The terms and conditions in this Consent and Authorization only apply to the eStatements program. Provisions in other Commerce agreements and disclosures, including but not limited to Commerce's Account Disclosure and in any and all loan agreements and disclosures, may be revised from time to time and remain effective for all other aspects of the accounts involved.

7. ENDING THE ELECTRONIC BANKING AGREEMENT.

You may end your rights to use Commerce Internet Banking by telling us in writing. We may end your rights to use your Commerce Internet Banking or other electronic banking service for any reason and at any time without telling you.

If more than one person is authorized to withdraw funds from your Account, or if another person has a password for Commerce Internet Banking that can access your Account, we cannot stop that person from withdrawing or transferring funds, or initiating Bill Payments, from your Account unless we end this Agreement or end the right to use all Commerce Internet Banking and passwords that access the Account.

If the Account is a joint Account, any owner of the Account may ask us to end this Agreement, or end the right to use all Commerce Internet Banking and passwords that access the Account. We are not responsible for notifying remaining account holders of the termination.

If you close your Commerce Internet Banking Account, you authorize us to continue making transfers and bill payments you have previously authorized until such time as we have had a reasonable opportunity to act upon your closing notice. Once we have acted upon your closing notice, we will make no further transfers or payments from your Account, including transfers or payments you have previously authorized. However, you must cancel any automatic recurring payments that you setup by Commerce Internet Banking using the same service prior to closing your Account, otherwise we may continue to make such payments.

If we close your Commerce Internet Banking Account, we reserve the right to make no further transfers or payments from your Account, including any transactions you have previously authorized.

If we revoke or terminate your Commerce Internet Banking Bill Pay and/or ACH authorization, we reserve the right to make no further payments or transfer from/to your Account, including any transactions you have previously authorized.

If either you or we end your rights to use your Commerce Internet Banking and/or Bill Pay, we will no longer have to complete any of your Commerce Internet Banking or other electronic banking transactions. You will remain obligated to us under this Agreement and Disclosure for all of your Commerce Internet Banking or other electronic banking transactions, even if they occur or are completed after this Agreement is ended.

REV: December 2008