CentralNET Business

RULES AND REGULATIONS

The Bank will make available an online banking system, known as CentralNET Business, which will enable the User to gain direct computer access to account balance and other information regarding the User's accounts at the Bank and to initiate internal transfers of funds between those accounts and to enter into further agreements to initiate transfers to or from external accounts.  The CentralNET Business Authorization Agreement (the "Authorization Agreement") or your online enrollment sets forth the specific User accounts of the Company (the "Accounts") which may be accessed by the User under the terms and conditions set forth herein and in the Authorization Agreement.  Unless otherwise defined herein, capitalized terms used in these Rules and Regulations will have the meanings given them in Section 1 below.

General Provisions.

Company's submission of the online enrollment request is subject to verification by the Bank.  By submitting the online enrollment request or completing an Authorization Agreement, Company agrees to all of the terms and conditions contained within these CentralNET  Business Rules and Regulations, as they may be amended as provided for herein.  Company understands that if Company elects to use the Bill Payment service and indicates a primary account for Bill Payment funding on its online enrollment, its Bill Payment service will not be initiated until the Bank receives and has time to act on its signed Authorization Agreement, Bill Payment Enrollment Form or CentralNET Additional Services Request Form.

Company hereby authorizes the Bank or its authorized agent to make payments to creditors for Company, as Company may authorize, through CentralNET Bill Payment from time to time, and also authorize the Bank to deduct such payments from its primary account or any other account Company may designate as a Bill Payment funding account when using CentralNET.

Company understands that the Bank or its authorized agent will use reasonable efforts to ensure payments reach creditors on time but cannot guarantee the time a payment will be posted by a creditor.  The Bank or its authorized agent will use commercially reasonable efforts to ensure creditors reverse any service fee or late charge that is related to a payment processing error by the Bank or its authorized agent.  Company also understand that the Bank or its authorized agent will not be responsible for any loss or penalty that Company may incur due to lack of sufficient funds or other conditions that may prevent the withdrawal of funds from its Account.

All instructions delivered via CentralNET access will be deemed to be its written authorization to change, charge or credit its designated accounts for the transaction indicated and such transactions are subject to the Rules and Regulations governing CentralNET.  Company's use of CentralNET and CentralNET Bill Payment service constitutes its agreement to these CentralNET Rules and Regulations and any modifications thereof.

Company also agrees that any orders for transfers from or to external deposit accounts or external loan accounts and, unless otherwise indicated by Company, the transmission and issuance of data related to such transfer orders shall be received pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association ("NACHA") and the applicable automated clearing house ("Regional ACH") (collectively, the "Rules") and you and we agree to be bound by such Rules as in effect from time to time.  In accordance with such Rules, any credit to your internal deposit account or external deposit account shall be provisional until such credit has been finally settled by us or the third party institution which holds your external deposit account, as the case may be.  You acknowledge that you have received notice of this requirement and of the fact that if we do not receive final settlement for a transfer for any reason, we shall charge back the amount of such transfer to the account to or from which the transfer was ordered (as applicable) or any other of your accounts or claim a refund from you.

Company hereby agrees with all terms and conditions documented in these CentralNET Rules and Regulations and if chosen, to make payments through CentralNET Bill Payment from its account until revoked by you in writing.  Company also acknowledges receipt of the Bank's Rules and Regulations Governing Electronic Services.  Company also acknowledges that by entering its email address Company is agreeing to the delivery of information or promotions of Central Bancshares affiliates via its Internet service provider (ISP) e-mail address.

1.  Meaning of some words.  Companyn this document:

a. "Bank," "we," "us," "our" and "ours" mean Central Bank & Trust Co., Central Bank, FSB, Central Bank of Jefferson County or Salt Lick Deposit Bank, your Primary Bank, as indicated on your Authorization Agreement;

b. "User," "Company," "you" and "your" mean (i) any business entity who registers with us to use CentralNET Business in connection with deposit accounts none of which is established primarily for personal, family or household purposes or (ii) any corporation, partnership, limited liability company or other organization that registers with us to use CentralNET Business;

c. "Your registration" means your registration with us to use CentralNET Business, as originally made via online enrollment or the Authorization Agreement and as revised from time to time through instructions received via CentralNET Business, in writing or in any other manner;

d. "Your internal deposit accounts" means all deposit accounts maintained  with us that are designated in your registration and are approved by us as deposit accounts accessible through CentralNET Business;

e. "Your external deposit accounts" means those deposit accounts maintained with financial institutions other than us that are registered for receipt of transfers from your internal deposit or loan accounts.  The account holder of the external deposit account must be the same individual as the account holder of the internal deposit or loan account who is authorized to access the CentralNET Services.;

f. "Your external loan accounts: means those line of credit accounts and other loan accounts maintained with a financial institution other than us that are registered for receipt of transfers from your internal deposit or loan accounts.  The account holder of the external line of credit or loan account must be the same individual as the account holder of the internal deposit or loan account who is authorized to access the CentralNET Services;

g. "Your payment account" or "primary account" means the deposit account you designate as the initial CentralNET Bill Payment funding account, if this feature is elected in your registration.  This account and any other internal deposit accounts that you later designate as bill payment funding accounts will be utilized for the payment of bills through CentralNET Bill Payment;

h. "Your internal loan accounts" means your line of credit accounts and all other loan accounts maintained with us that are designated in your registration and are approved by us as loan accounts accessible through CentralNET Business;

i. "Bill" refers to any payment authorized through CentraNeET Bill Payment to be paid on your behalf.

j. "The bill payment processor" means the bill payment vendor that provides services to us in connection with CentralNET Bill Payment;

k. "Your identification numbers" means all account or other identifying numbers and passwords assigned to or chosen by you or any individual acting on your behalf in connection with CentralNET Business for use with CentralNET Business or any feature of CentralNET Business;

l. "Business day" means Monday through Friday, excluding federal holidays when the Bank is closed; and

m. "E-mail" means any electronic message sent through the Internet.

2. Warranties and Limitation on Liability

• a. The installation, maintenance, operation and use of the computer, related equipment (for example, modem, telephone or other telecommunications equipment) and software you use for CentralNET Business are your responsibility. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR TO THE EXTENT APPLICABLE LAW REQUIRES A DIFFERENT STANDARD, WE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, LOSS, INJURY OR DAMAGE (WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE) IN ANY WAY ARISING OUT OF (A) ANY ERROR IN THE INSTALLATION, MAINTENANCE, OPERATION OR USE, OR ANY CONFIGURATION PROBLEM OR INCOMPATIBILITY, OF THE COMPUTER, RELATED EQUIPMENT OR SOFTWARE, (B) ANY FAILURE OR MALFUNCTION OF THE COMPUTER, RELATED EQUIPMENT OR SOFTWARE, (C) ANY FAILURE OR MALFUNCTION OF, OR ANY COMPROMISE OF DATA SENT USING, ANY TELEPHONE, INTERNET ACCESS OR OTHER SERVICE YOU USE TO CONNECT TO CENTRALNET BUSINESS, (D) ANY VIRUS OR SIMILAR PROBLEM RESULTING FROM THE USE OF CENTRALNET BUSINESS OR (E) ANY FEATURE OR FUNCTION OF ANY OF THE SOFTWARE THAT IS NOT INVOLVED WITH CENTRALNET BUSINESS (FOR EXAMPLE, BUDGETING).
• b. THE BANK AND ITS THIRD PARTY VENDORS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO CENTRALNET BUSINESS AND CENTRALNET BILL PAYMENT SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND NEITHER THE BANK NOR ITS THIRD PARTY VENDORS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF  CENTRALNET BUSINESS AND CENTRALNET BILL PAYMENT SERVICES ASSUME ANY RESPONSIBILITIES WITH RESPECT TO YOUR USE THEREOF.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE BANK OR ITS THIRD PARTY VENDORS OR ANY OF THEIR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.  IN NO EVENT WILL THE BANK OR ITS THIRD PARTY VENDORS BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES WHICH YOU MAY INCUR IN CONNECTION WITH CENTRALNET BUSINESS, CENTRALNET BILL PAYMENT OR THE INTERNET GENERALLY, OR YOUR USE THEREOF, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON CENTRALNET BUSINESS OR CENTRALNET BILL PAYMENT, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE BANK AND/OR ITS THIRD PARTY VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS.  IN NO EVENT SHALL THE BANK'S AND/OR ANY OF ITS THIRD PARTY VENDORS' LIABILITY FOR DAMAGES, REGARDLESS OF CAUSE OR FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE (INCLUDING NEGLIGENCE, DEFAMATION, AND/OR PRIVACY ACTIONS), EXCEED THE GREATER OF (1) CENTRALNET BUSINESS AND CENTRALNET BILL PAYMENT CHARGES INCURRED BY YOU FOR THE MONTH DURING WHICH THE CAUSE OF ACTION OCCURRED, OR (2) ONE HUNDRED U.S. DOLLARS (U.S. $100).  THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.  FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.  YOU UNDERSTAND THAT IF YOU BECOME DISSATISFIED WITH CENTRALNET BUSINESS OR CENTRALNET BILL PAYMENT, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE THE SERVICES.  THE FOREGOING CONSTITUTES THE SOLE AND EXCLUSIVE LIABILITY OF THE BANK AND/OR ANY OF ITS THIRD PARTY VENDORS TO YOU WITH RESPECT TO YOUR USE OF THE CENTRALNET BUSINESS AND CENTRALNET BILL PAYMENT SERVICES.

3. Your identification numbers.  Your identification numbers for CentralNET are provided solely for your personal use and identification.  You and any individual acting on your behalf in connection with CentralNET Business agree to:  : 1) follow the current rules and regulations governing use of CentralNET; 2) keep your identification numbers safe and not permit anyone else to use them unless specifically authorized by your in writing and we are notified of such authorization in any way described in Sections 6, 7 or 8 below; 3) not record or make the identification numbers for CentralNET available to anyone else; 4) avoid using any personal identification number for any card that is tied to any of your deposit accounts as any of your confidential identification numbers; and 5) immediately report to the Bank any loss, theft, known or suspected unauthorized use or disclosure of your identification numbers any personal identification number for any card that is tied to any of your deposit accounts.  You and each individual acting on your behalf in connection with CentralNET Business must keep each of your identification numbers confidential and in a secure location separate from the computer, related equipment and software you use for CentralNET Business.  For reasons of security, the bill payment processor or the Bank can cancel the effectiveness of any of your identification numbers at any time without giving you or any individual acting on your behalf in connection with CentralNET Business any notice that the cancellation is going to occur.

4. Your responsibility for transactions.  You will be responsible for each transaction directed by any order described in Sections 6, 7 or 8 that is given through CentralNET Business or CentralNET Bill Payment by you, any individual acting on your behalf or anyone else that you have allowed to have your identification numbers in connection with CentralNET Business or CentralNET Bill Payment.

5. CentralNET Business options.  CentralNET Business has three service level options:  CentralNET Business Manager, CentralNET Business Controller and CentralNET Cash Management.  You designate the service level option upon registration.  The option selected dictates the features and functionality available.   CentralNET Bill Payment can be added to all service level options only if elected in your registration.  Other cash management modules called "Business Assistants," can be added to the CentralNET Business Controller and Cash Management options as described herein, upon request and bank approval, and upon contractual agreement.

6. CentralNET Business.  Subject to the provisions of this agreement, CentralNET Business can be used to give:

a. An order to us to make a non-recurring or recurring transfer of funds from any of your internal deposit accounts to any other of your internal deposit accounts or any of your loan accounts as long as your registration properly designates the account(s) from which and to which transfers may be made;

b. An order to us to make a non-recurring or recurring transfer of funds from any of your internal loan accounts to any of your deposit accounts or any other of your internal loan accounts as long as your registration properly designates the accounts from which and to which the transfer may be made, subject to written approval of the lending officer;

c. A request to us for information available through CentralNET Business concerning any of your internal deposit accounts and transactions involving any of your internal deposit accounts;

d. A request to us for information available through CentralNET Business concerning any of your internal loan accounts and transactions involving any of your internal loan accounts;

e. An order to us to stop, or to renew any order to stop, the payment of a check written on any of your internal deposit accounts that are accessible by checkt.  Any order to stop, or to renew any order to stop, the payment of a check given to us through CentralNET Business will be subject to our general rules concerning orders to stop, or to renew an order to stop, the payment of a check.  Use of your CentralNET Business identification numbers to access CentralNET Business is verification of your intent and authorization to place a stop payment;

f. An order to us to make a non-recurring or recurring transfer of funds from any of your internal deposit or internal loan accounts to an account maintained by us for another Central Bank customer in accordance with the terms of any such online authorization.

7. CentralNET Bill Payment.  Subject to the provisions of this agreement, and if indicated in your registration.  CentralNET Bill Payment can be used to give:

a. An order to us to make a non-recurring payment from your payment account;

b. An order to us to make a series of recurring payments of the same amount from your payment account;

c. An order to us changing or canceling a previous order to us to make a non-recurring payment from your payment account that was previously given through CentralNET Bill Payment;

d. An order to us canceling future payments as a result of an order to us to make a series of recurring payments of the same amount from your payment account that was previously given through CentralNET Bill Payment;

e. A request to us for information available through CentralNET Bill Payment concerning payments from your payment account made through CentralNET Bill Payment; and  

f. You may request a stop payment on a CentralNET Bill Payment that has been issued by check that has not been received by the payee after five (5) business days or earlier if it is clear that the check was mailed to an incorrect address.  It will be necessary for you to contact the bill payment processor to verify that the check has not paid and to make the stop payment request.  You may not place a stop payment on a payment made by electronic transfer.  Contact the bill payment processor to trace a payment made by electronic payment.  A stop payment order may not be placed on a payment to any local, state or federal government entity.

Any payment from your payment account made through CentralNET Bill Payment will be made by either an electronic transfer of funds to the payee or sending a check to the payee.  Because the payee of a payment from your payment account made through CentralNET Bill Payment will not receive a payment stub with the payment and because the payee may process payments made without a payment stub at a different location than is normally the case or may take longer than is normally the case to process those payments, it may be advisable for you to verify with the payee the address to which the payment should be sent and the period of time required for the posting of the payment.  Always allow extra time the first time you send a payment to a new payee. 

Should you send a payment in error or in duplicate, when issued by check a stop order will be placed if the erroneous payment has not been paid (except for checks issued to government entities).  If the erroneous check has been paid, you will be responsible for contacting the vendor and requesting payment reversal.  If an erroneous payment has been generated electronically, a stop payment cannot be placed and you will be responsible for contacting the vendor and requesting payment reversal.

If through an error on the part of the bill payment processor, a bill is paid erroneously or in duplicate, we will place a stop payment on payments by check that have not yet paid.  If the check has paid or if the payment was issued electronically, we will contact the vendor to request reversal once you provide any additional contact information about the payee and the payment necessary to conduct the inquiry.  If the vendor refuses to reverse such payment, but verifies that an account in your name received benefit of those funds, you will be responsible for contacting the vendor to request reversal and reimbursement for such payment.

8. CentralNET Business Assistant.  Subject to the provisions of this agreement, and if indicated in your registration, CentralNET Business Assistant modules can be used by CentralNET Business Controller and Cash Management users to give:

a. An order to us to make a non-recurring transfer of funds by a wire transfer from any designated deposit account;

b. An order to us to make a non-recurring transfer of funds via an ACH from a designated deposit account;

c. An order to us to make a non-recurring transfer of funds via an ACH to a designated deposit account; and

d. An order to upload a properly formatted and balanced ACH Payment, ACH Collection or Account Reconciliation Issued Item File.

9. Limitations and other rules applicable to CentralNET Business transactions.  The following limitations and other rules apply to transfers of funds and bill payments requested by orders described in Sections 6, 7 and 8 that are given through CentralNET Business:

a. Transfer of funds or payment ordered through CentralNET Business may be refused if there are restrictions on your right to withdraw funds from the account from which the transfer or payment is to be made (for example, if two or more signatures are required on checks or withdrawals written on the account).

b. Any transfer of funds or payment ordered through CentralNET Business will be subject to the funds being collected and available for withdrawal in the account from which the transfer or payment is to be made.

c. When any order to us to make a transfer of funds or payment given through CentralNET Business exceeds the amount of money available for withdrawal from the account, we can either (i) make the transfer or payment, in which case you will be liable for the excess, or (ii) refuse to make the transfer or payment.  In either case, you will be liable for any fee applicable to the withdrawal or attempted withdrawal when funds are not available.

d. For reasons of security, we can, at any time and without prior notice, refuse to honor any order to us to make a transfer of funds or payment given through CentralNET Business.  For example, we can do so if, for reasons of security, we believe that it is advisable to limit the dollar amount or frequency of transfers of funds or payments ordered through CentralNET Business.

e. We can, at any time and without prior notice, refuse to honor any order for a transfer of funds or payment through CentralNET Business if the order reasonably appears to be fraudulent or erroneous.

f. If an order to make a transfer of funds or payment through CentralNET Business or CentralNET Bill Payment contains an inconsistency between the name and account number or other identifying numbers of an account, payee, financial institution or other party, we may treat the number you provide as controlling and rely on it in processing the order.

g. When an order for a transfer of funds from any of your loan accounts given through CentralNET consumer is to be charged against the account, if the amount of the transfer exceeds the amount of credit available under the account, we can either (i) make the transfer, in which case the amount of the transfer will be considered to be credit extended under the account, or (ii) refuse to make the transfer.  In either case, you will be liable for any applicable fee.

10.  Limitations and other rules applicable to CentralNET Business and Assistant transactions.  The following limitations and other rules apply to transfers of funds ordered as described in Sections 6 and 8 of this document that are given through CentralNET Business:

a. Any transfer of funds from any of your internal loan accounts ordered through CentralNET Business will be subject to the funds being available in the account when the order to transfer is to be charged against the account.

b. When an order for a transfer of funds from any of your internal loan accounts given through CentralNET Business is to be charged against the account, if the amount of the transfer exceeds the amount of credit available under the account, we can either (i) make the transfer, in which case the amount of the transfer will be considered to be credit extended under the account, or (ii) refuse to make the transfer.  In either case, you will be liable for any applicable fee.

c. For a series of recurring transfers to be ordered through CentralNET, the transfers must be equal in amount with frequency of  weekly, biweekly, semimonthly, monthly, quarterly, semiannually or annually at regular intervals.

d. For internal deposit accounts that are savings or money market deposit accounts, there can be no more than six transfers of funds during any monthly period from the account that are (i) a transfer of funds to any other of your internal deposit accounts ordered through CentralNET Business, (ii) a transfer of funds ordered through CentralNET Business Assistants, (iii) any other computer transfer of funds to any other accounts or to a third party, (iv) a preauthorized, automatic or telephonic transfer of funds to any other account or to a third party, (v) a transfer of funds to a third party via electronic banking card (for example, a transfer of funds to pay the purchase price of goods and services) or (vi) a transfer of funds via check, draft or any other order payable to a third party.

e. Any transfer will be processed through the Automated Clearing House (ACH) system and may take up to three (3) business days to complete.  Funds may not be available for use in the account specified for deposit until the third business day after the scheduled transfer date.  If the scheduled transfer is on a recurring basis, the transfer will continue until either the specified end date or for the specified number of occurrences.  If at the time of the specified transfer, funds are not available in the specified account(s), the scheduled transfer may not be completed and fees for insufficient funds or overdraft may be applied.Except as described in paragraph e of Section 6, no order to us to make a transfer of funds given through CentralNET Business or Assistants can be canceled after it is given to us.

11. Limitations and other rules applicable to CentralNET Bill Payment transactions.  The following limitations and other rules apply to payments requested by orders described in Section 7 that are given through CentralNET Bill Payment:

a. The payee of any payment ordered through CentralNET Bill Payment must be located in the United States and must not be designated as an entity with whom the Bank is prohibited from dealing.

b. No payment can be ordered through CentralNET Bill Payment in an amount greater than $9,999.99 or for other than United States currency.

c. An order to us to make a non-recurring payment or series of recurring payments through CentralNET Bill Payment cannot be given more than 364 days before the date the non-recurring payment or the first of the series of recurring payments is to become due.

d. For a series of recurring payments to be ordered through CentralNET Bill Payment, the payments must be equal in amount, payable to the same payee and payable weekly, biweekly, semimonthly, monthly, bimonthly, quarterly, semiannually or annually at regular intervals. 

e. We can, at any time and without prior notice, refuse to honor any order for a payment through CentralNET Bill Payment if it appears to duplicate another payment order given through CentralNET Bill Payment.

f. Except as described in paragraphs c, d and f of Section 7, no order to us to make a transfer of funds through CentralNET Business Bill Payment can be canceled after it is given to us.

12.  Processing and charging of CentralNET Business orders.   If an order to make a transfer of funds given through CentralNET Business is received by us on any of our business days by 7:00 p.m. eastern standard time, the order will be processed and charged against the account from which the transfer is to be made that day.  If the order is received by us on any of our business days after 7:00 p.m. eastern standard time or on a day that is not any of our business days, it will be processed and charged against the account from which the transfer is to be made our next business day.

13.  Processing and charging of CentralNET Bill Payment orders.  The following rules apply to the processing and charging of orders described in Section 7 given through CentralNET Bill Payment:

a. You are responsible for giving orders to us to make payments through CentralNET Bill Payment in sufficient time for the order to be processed by the bill payment processor and the payment to be sent so that it is received by the payee by the date it is due, without taking into account any grace period provided by the payee, and you are responsible for any consequence of your not doing so (for example, any finance or late charge resulting from the late payment).  If the payment is to be made by an electronic transfer of funds to the payee, three of our business days (after the day we receive the order) will be necessary to allow for processing so that the payment is received by the payee by the date.  If the payment is to be made via check to the payee, five of our business days (after the day we receive the order) will be necessary to allow for the processing of the order by the bill payment processor so that the payment is received by the payee by the date it is due.

b. An order to us to make a payment given through CentralNET Bill Payment must be received by us by 12:00 a.m. eastern standard time of the day the order is to be processed by the bill payment processor the next day.  After 12:00 a.m. eastern standard time every day Sunday through Friday that is not a legal holiday, the bill payment processor will process each order to us to make a payment given through CentralNET Bill Payment that is scheduled to be made on or before our next business day and has not yet been made.  The order can be charged against your payment account as early as our next business day.  For example, if an order to us to make a payment on Monday January 3rd given through CentralNET Bill Payment is received by us by 12:00 a.m. eastern standard time on Sunday January 2nd, the order will be processed by the bill payment processor after 12:00 a.m. eastern standard time on Sunday, January 2nd and can be charged against your payment account as early as Monday January 3rd (assuming that neither Sunday January 2nd nor Monday January 3rd is a legal holiday).

An order to us given through CentralNET Bill Payment to change or cancel an order to make a non-recurring payment given through CentralNET Bill Payment or to cancel as to future payments an order to make a series of recurring payments given through CentralNET Bill Payment will not be binding on us unless we receive it by 12:00 a.m. eastern standard time of the day the order to make that non-recurring payment or that series of recurring payments is to be processed by the bill payment processor with respect to that non-recurring payment or the next payment in that series of recurring payments.

14.  Processing and charging of CentralNET Business Assistant orders.  The following rules apply to the processing and charging of orders described in Section 8 that are given through CentralNET Business Assistant:

Wires - If an order to us to make a transfer of funds by a wire transfer given through CentralNET Business Assistant is received by us on any of our business days by 2:00 p.m. eastern standard time, the order will be processed and charged against the account from which the transfer is to be made on that day.  If the order is received by us on any of our business days after 2:00 p.m. eastern standard time or on a day that is not any of our business days, it will be processed and charged against the account from which the transfer is to be made on our next business day.

ACH - If an order to us to make a transfer of funds via ACH given through CentralNET Business Assistant is received by us on any of our business days by 3:00 p.m. eastern standard time, the order will be processed and charged against the account from which the transfer is to be made two of our business days after that day or the effective date of the ACH order, whichever is sooner, but not a date that has passed.  If the order is received by us on any of our business days after 3:00 p.m. eastern standard time or on a day that is not any of our business days, it will be processed and charged against the account from which the transfer is to be made two of our business days after our next business day or the effective date of the ACH order, whichever is sooner, but not a date that has passed.  All ACH transactions originated by your Company are solely your responsibility. To process ACH files the Company MUST provide a summary of the file(s) sent to the bank, via e-mail or via fax.  If applicable, see the executed CentralNET ACH Originator Agreement for detail operational procedures and terms.

File Upload - If an order to us to make a transfer of funds via ACH transmitted to us via file upload given through CentralNET Business    Assistant is received by us on any of our business days by 3:00 p.m. eastern standard time, the order will be processed and charged against the account from which the transfer is to be made two of our business days after that day or the effective date of the ACH order, whichever is sooner, but not a date that has passed.  If the order is received by us on any of our business days after 3:00 p.m. eastern standard time or on a day that is not any of our business days, it will be processed and charged against the account from which the transfer is to be made two of our business days after our next business day or the effective date of the ACH order, whichever is sooner, but not a date that has passed.   All ACH transactions originated by your Company are solely your responsibility.   Proper format necessary to process such file is solely your responsibility.  To process ACH files and Account Reconciliation Issued Item files the Company MUST provide a summary of the file(s) sent to the bank, via e-mail or via fax.  If applicable, see the executed CentralNET ACH Originator Agreement for detail operational procedures and terms.  Files for Account Reconciliation Issued Items and the proper format necessary to process such files are solely your responsibility. 

15. Authorization and appointment of agent.  You authorize us and appoint us as your agent to take on your behalf any action we believe necessary or appropriate to implement any order described in Sections 6, 7 or 8 that is given through CentralNET Business or to correct any error in crediting or charging any account in connection with any order described in Sections 6, 7 or 8 that is given through CentralNET Business.  For example, you authorize us and appoint us as your agent to on your behalf:

a. Withdraw money from any of your internal deposit accounts and deposit the money in any other of your internal or external deposit accounts in order to implement any order to us to transfer funds from the first account to the other account given through CentralNET Business;

b. Withdraw money from any of your internal or external deposit accounts and use the money to make any payment under any of your internal or external loan accounts in order to implement any order to us to transfer funds from the internal or external deposit account to the internal or external loan account given through CentralNET Business;

c. Obtain an advance under any of your internal or external accounts and deposit the proceeds of the advance in any of your internal deposit accounts or loan accounts in order to implement any order to us to transfer funds from the internal or external account to the internal deposit or loan account given through CentralNET Business;

d. Withdraw money from your primary account in order to implement any order to us to make a payment from your primary account given through CentralNET Bill Payment;

e. Withdraw money from any of your internal deposit accounts in order to implement any order to us to transfer funds from the account by a wire transfer given through CentralNET Business Assistant; and

f. Withdraw money from any of your internal deposit accounts in order to implement any order to us to transfer funds from the account via ACH given through CentralNET Business Assistant to an external deposit account.

Our withdrawal of money from any of your internal deposit accounts or our obtaining of an advance under any of your internal loan accounts under the authority given and the appointment as your agent made in the first sentence of this section or in the Authorization Agreement will be as effective as though you had signed a check, withdrawal form or other document to make the withdrawal or to obtain the credit.  In addition, you authorize the bill payment processor and appoint it as your agent to take on your behalf any action it believes necessary or appropriate to implement any order described in Section 7 given through CentralNET Bill Payment.  For example, you authorize the bill payment processor and appoint it as your agent on your behalf, to direct us to withdraw funds from your Primary account in order to implement any order to us to make a payment from your primary account given through CentralNET Bill Payment.

16. Fees. You must pay us each fee that we impose for the use of CentralNET Business or any feature of CentralNET Business including CentralNET Bill Payment.  You authorize us to charge the fee against the primary account designated on your registration and if funds are unavailable in that account to charge any of your internal deposit accounts now or in the future.  We can at any time establish a new fee or change an existing fee applicable to the use of CentralNET Business or any feature of CentralNET Business.  Companyf we establish a new fee or increase an existing fee applicable to the use of CentralNET Business or any feature of CentralNET Business, we will send or deliver to you any notice of the establishment of the new fee or increase in the existing fee that applicable law requires us to send or deliver to you.  If applicable law does not require us to send or deliver any notice of the establishment of the new fee or increase in the existing fee to you, we will either send or deliver a notice of it to you or post a notice of it on our World Wide Web site

17. Security Procedures. We have established operating rules and security procedures for you to initiate and receive funds transfers and bill payment to or from your accounts(s), which rules and procedures include a requirement for you to sign an Authorization Agreement, the terms of which are incorporated by reference and made part of these Rules and Regulations (the "Security Procedures").  Such Authorization Agreement contains the rules and procedures which you and we will use to process payment orders or funds transfers initiated by you.  Additional call back procedures may be utilized by us as we deem necessary.  You agree that the Security Procedures are commercially reasonable in light of your circumstances and the type, value and frequency of the payment orders you will request.  You also agree to keep the Security Procedures confidential and not to disclose the Security Procedures to anyone except the persons whom you have authorized to make transfer requests on your behalf (if any).  You are responsible for the accuracy of the initial communication of the payment order or transfer through CentralNET Business or CentralNET Bill Payment as well as the accuracy of any documentation or callback of the payment order made by us.  You, for yourself and each of your authorized representatives, agree that we, in our sole discretion, may record any telephone conversation between you or any authorized representative and us.

18. Execution of Payment Orders or Transfers through CentralNET Business or CentralNET Bill Payment.  If we receive an order for a transfer or a bill payment through CentralNET Business or CentralNET Bill Payment that has been verified according to Security Procedures, you authorize and direct us to debit your account(s) as listed on the Authorization Agreement and transfer the funds.  We may handle transfer requests or requests for bill payment received from you and other customers in any order selected by us and, unless otherwise instructed by you, we may use any means, intermediaries or funds transfer systems which may have operating rules governing the execution of payment orders to effect the transfer as we, in our sole discretion, shall determine.

19. Use of Identifying Numbers.  In the event an order for a transfer or a bill payment through CentralNET Business or CentralNET Bill Payment identifies a payee, payee's bank or intermediary bank inconsistently by name and an identifying number (such as account number, S.W.I.F.T. address, ABA routing number or universal identification number), payment may be made by the intermediary or payee bank on the basis of the identifying number, even if the identifying number identifies a persona or entity different from the named payee in your transfer or bill payment order and your obligation to pay the payment order shall not be excused by your error.  We will rely on the identifying number as proper identification of a payee.

20. Indemnification.  You must indemnify us against each liability, cost and expense (for example, if we hire an attorney for advice, litigation or any other purpose, reasonable attorneys' fees and disbursements) imposed on, incurred by or asserted against us as a direct or indirect result of accepting or following any order you give us through CentralNET Business.

21.  Our liability for failure to complete transactions.  Our liability for damages you suffer as a result of our failure to make, on time and in the correct amount, any transfer of funds or payment ordered by a timely and properly initiated order to us to make the transfer or payment given through CentralNET Business or CentralNET Bill Payment will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds to or from the account, but in no event will we be liable to you for any damages (for example, consequential or punitive damages) in addition to actual damages. 

Whether the order is timely will be determined under:

a. Section 12 if the order is an order to make a transfer of funds given through CentralNET Business;

b. Paragraphs (a) and (b) of Section 13 if the order is an order to make a payment given through CentralNET Bill Payment; or

c. Paragraph 14 if the order is an order to make a transfer of funds given through CentralNET Business Assistant.

The order will not be properly initiated unless:

a. The computer, related equipment and software you use for CentralNET Business and each telephone, Internet access and other service you use to connect to CentralNET Business are properly functioning;

b. The instructions on how to give the order to us are properly followed;

c. The order is described in Sections 6, 7 or 8 and is correct and complete (for example, if the order is to make a payment, the order includes the correct name and address of the payee of the payment, the correct account number of the account to which the payment is to be made and the correct amount of the payment); and

d. The transfer or payment would not be subject to any limitation referred to in Sections 9, 10 or 11.

Without limiting the first sentence of this section, in no event will we be liable to you if any of the following things happen:

a. We do not receive the order;

b. Before the order is to be charged against the account from which the transfer or payment is to be made, your right to use CentralNET Business or the feature of CentralNET Business involved in the transfer or payment is canceled;

c. When the order is processed or is to be charged against the account from which the transfer or payment is to be made, we in good faith believe that the order was given without your authorization (for example, because any of your identification numbers have been reported lost or stolen) or is fraudulent;

d. The order is to make a transfer and, before the order is to be charged against the account from which the transfer is to be made, either that account or the account to which the transfer is to be made is closed;

e. The order is to make a payment and we do not receive the order in time to allow us to make the payment and allow the payee of the payment to properly credit it by the date on which it is to become due, we make the payment in time to allow the payee of the payment to properly credit it by the date on which it is to become due but the payee fails to do so or before the order is to be charged against your payment account, your payment account is closed;

f. The account from which the transfer or payment is to be made is a deposit account and through no fault of ours, when the order is processed or is to be charged against the account, the amount of the transfer or payment exceeds the amount of money available for withdrawal from the account;

g. The order is to make a transfer from a loan account to a deposit account and through no fault of ours, when the order is processed or is to be charged against the loan account, the amount of the transfer exceeds the amount of credit available under the line of credit account;

h. When the order is processed or is to be charged against the account from which the transfer or payment is to be made, money in the account is subject to any legal process (for example, a tax levy, a subpoena or an order providing for restraint, attachment, garnishment or execution) restricting its removal from the account or is the subject of a dispute or legal proceeding;

i. When the order is given, the feature of CentralNET Business involved in the transfer or payment is unavailable because maintenance work is being performed on that CentralNET Business feature;

j. We are prevented from making the transfer or payment by a technical malfunction and when the order is given the individual giving it knows that the feature of CentralNET Business involved in the transfer or payment is not functioning properly;

k. An occurrence beyond our control that we are unable to prevent by the exercise of reasonable diligence (for example, a fire, flood, failure or malfunction of equipment or delay or loss of mail by the postal service) prevents us from properly making the transfer or payment;

l. Our failure to make the transfer or payment is justified by any provision of this agreement, by any provision of any other agreement between you and us concerning any of your deposit accounts, any of your loan accounts or transfers of funds to or from any of your deposit accounts or any of your loan accounts, or by applicable law; and

m. The payee or, for transfers to external deposit or loan accounts, the third party financial institution holding your account, mishandles or delays processing or posting a payment or transfer sent by us through CentralNET  Business.

22. Our liability for failure to comply with stop payment order.  We are not responsible for payments against a stop payment order initiated within 24 hours following the Business Day of our receipt of the order. Our liability for damages you suffer as a result of our failure to comply with any order to stop any transfer of funds or payment ordered through CentralNET Business that you have a right to stop under applicable law will be determined by applicable law and any agreement between you and us concerning the account from which the transfer or payment is to be made, but in no event will we be liable to you for any damages (for example, consequential or punitive damages) in addition to actual damages.

23. Notice of loss, theft, unauthorized use or error.  If you believe, or any individual acting on your behalf in connection with CentralNET Business believes, that any of your identification numbers have been lost or stolen, that any transaction involving any of your deposit accounts or any of your loan accounts may have been or may be made without your authorization or that we may have made an error with respect to any of your deposit accounts or any of your loan accounts, you or that individual must contact us immediately.  You or that individual should contact us as follows:

Telephone: 859-253-6222

or write to:  Central Bank, Attention: CentralNET Administrator, Post Office Box 1360, Lexington, Kentucky  40588-1360

If you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement, telephone us at the number which appears on this form and ask for Customer Service or write to us at the address listed on this form as soon as you can.  We must hear from you no later than 60 days after we sent you the first statement on which the problem appeared.

*Tell us your name and address.

*Tell us the dollar amount of the suspected error.

*Describe the error or the transfer you are unsure about, and explain why you believe it is an error or why you need more   information.

If you tell us orally, we may require you to send us your questions in writing within 10 business days.  We will tell you the results of our investigation within 10 business days after we hear from you.  If we need more time, however, we may take up to 45 days to investigate your question.  If we decide to do this, we will credit your account within 10 business days, for the amount you think is in error.  If we ask you to put your question in writing and we do not receive it within 10 business days, we may not credit your account.

If we decide that there was no error, we will send you a written explanation within three (3) business days after we finish our investigation.  You may ask for copies of the documents used in our investigation.

24. Liability for unauthorized use.  Your liability for any loss of money taken from any of your internal deposit accounts or any of your internal loan accounts in any transaction or series of transactions ordered through CentralNET Business by an order or orders to us initiated by the use of any of your identification numbers will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds from the account, but:

a. In no event will we be liable to you for any loss of money taken from the internal deposit or loan  account in any transaction or series of transactions ordered through CentralNET Business by an order or orders to us initiated by the use of any of your identification numbers by anyone else that you allow knowledge or or access to any of your identification numbers, , or any individual acting on your behalf in connection with CentralNET Business;

b. In no event will we be liable to you for any loss of money taken from the internal deposit or loan account in any transaction or series of transactions ordered through CentralNET Business by an order or orders to us initiated by the use of any of your identification numbers unless we fail to exercise ordinary care in processing the transaction or transactions; and

c. In the case of any loss of money taken from the internal deposit or loan account in any transaction or series of transactions ordered through CentralNET Business by an order or orders to us initiated by the use of any of your identification numbers, our liability will be limited to the amount of the transaction or transactions less any amount that, even with our exercise of ordinary care, would have been lost.

25.   Prohibited Uses.  You agree that the following uses of the CentralNET Business and CentralNETBill Payment are strictly prohibited.  You agree to indemnify, hold harmless, and defend The Bank from and against any and all claims, actions, suits, judgments and expenses (including court costs and reasonable fees of attorneys, accountants and expert witnesses) at your sole expense, arising from your failure to abide by these restrictions on use of the CentralNET Business and CentralNET Bill Payment.

a. Unauthorized use or communication of any charge or credit-card information belonging to any other person or entity;

b. Unauthorized communication of any information concerning any password or other on-line access number, code, or identification or any other proprietary information belonging to any other person or entity;

c. Use of CentralNET Business and CentralNET Bill Payment to copy or to distribute or transmit copies of copyrighted materials belonging to any other person or entity is permitted only to the extent that the owner has provided express permission to you permitting such activity.  Copying or distribution or transmitting copyrighted materials other than with permission as specified above is expressly prohibited.

d. Communicating any obscene or defamatory information.

e. Use of CentralNET Business and CentralNET Bill Payment in violation of any telecommunication, postal, or other local laws or regulations of your country of origin or of the United States or in furtherance or in the commission of any crime or other unlawful or improper purpose.

26. Cancellation.  You can cancel your right to use CentralNET Business or any feature of CentralNET Business at any time by notifying us in writing.  The cancellation will not take effect until we receive the notice and have a reasonable time to act on it.  At any time, for any reason and without notifying you that we are going to do so, we can cancel your right to use CentralNET Business or any feature of CentralNET Business.  The cancellation will take effect immediately unless we decide to have it take effect later.  Once the cancellation by you or us of your right to use CentralNET Business or any feature of CentralNET Business takes effect, we can, but we will not have to, process any order described in Sections 6, 7 or 8 that is given through CentralNET Business before the cancellation takes effect.  The cancellation by you or us of your right to use CentralNET Business or any feature of CentralNET Business will not affect any of your obligations under this agreement.

27. E-mail.  E-mail sent to us through CentralNET Business or via the Bank's World Wide Web site must not be used to communicate urgent information (for example, a stop payment order, or a report of an unauthorized transaction involving a deposit or loan account) or personal financial information (such as your account number or Social Security number.  We will not have to take any action based on any e-mail sent to us through CentralNET Business until we receive and have a reasonable time to act on the e-mail.

28.  Recording and obtaining of information.  You consent to:

a. The recording by us, the bill payment processor or any other party providing any service to us in connection with CentralNET Business of any information, notice, order or other communication sent through CentralNET Business (for example, e-mail sent to us through CentralNET Business); and

b. The obtaining by us or the bill payment processor from the payee of any payment from your payment account that is ordered through CentralNET Bill Payment of any information that we consider or the bill payment processor considers necessary to complete the payment or to resolve any error concerning the payment.

29. Reasonable time to act.  A reasonable time for us to act on any information, notice, order or other communication or document received by us (for example, e-mail sent to us through CentralNET Business) will not end until at least the close of business on our first business day after our business day on which we receive the information, notice, order or other communication or document.

30. Notices and change of address.  Any notice we send you concerning this agreement or CentralNET Business will be sent to your current mailing address shown in our records concerning this agreement or, if allowed by applicable law, sent to your current e-mail address shown in those records or posted on our World Wide Web site.  If your mailing or e-mail address changes, you must promptly notify us in writing of the new address.  Any notice you give us concerning this agreement or CentralNET Business must be given in writing unless applicable law provides that it can be given in any other way.

31. Changes in agreement.  No change in this agreement can be made except in a writing signed by us.  We can change this agreement at any time.  We will send or deliver to you any notice of the change that applicable law requires us to send or deliver to you.  Companyf applicable law does not require us to send or deliver any notice of the change to you, we will either send or deliver a notice of it to you or post a notice of it on the World Wide Web site.

32. Change in CentralNET Business.  We can change CentralNET Business at any time by adding, deleting or changing any feature of CentralNET Business.  We will send or deliver to you any notice of the change that applicable law requires us to send or deliver to you.  By the use of any added or changed feature of CentralNET Business by you or any individual acting on your behalf in connection with CentralNET Business, you will be agreeing to be bound by all our requirements relating to the added or changed feature.

33. No notice or loss of rights.  We can exercise, give up, fail to exercise or delay exercising any of our rights with respect to you or CentralNET Business without notifying you.   By exercising, failing to exercise or delaying the exercise of any of the rights, we will not lose it or any other of the rights.  By giving up any of the rights on any occasion, we will not lose it on any other occasion or lose any other of the rights.

34. Giving up of rights.  None of our rights with respect to you or CentralNET Business or CentralNET Bill Payment can be given up by us except in a writing signed by us.

35. No transfer of rights and obligations.  You cannot transfer any of your rights and obligations under this agreement or with respect to CentralNET Business to anyone else.  Any transfer of any of the rights and obligations will be void.

36. Conflicts.  If any part of this agreement conflicts with applicable law, the law will control, and this agreement will be considered changed to the extent necessary to comply with it. 

37. Continued effectiveness.  If any part of this agreement is determined by a court to be invalid, the rest will remain in effect.

38. What law applies.  Any legal question concerning this agreement or CentralNET Business will be decided in accordance with Kentucky law without regard to choice of law provisions, and is subject to applicable federal law.

39. Entire agreement.  Except for any agreement between you and us concerning any of your deposit accounts, any of your loan accounts, any of your credit card accounts or transfers of funds to or from any of your deposit accounts or any of your loan accounts, this agreement is the final and complete agreement between you and us concerning CentralNET Business.  If any part of any agreement described in the preceding sentence is incompatible with any part of this agreement, the part of this agreement will control.  Any statement concerning CentralNET Business made by any of our employees or anyone else is not part of this agreement. 

40. Acknowledgment and agreement.  By completing the Authorization Agreement or online enrollment, using CentralNET Business or CentralNET Bill Payment in any way described in Sections 6, 7 or 8 or allowing anyone else to have any of your identification numbers or to use CentralNET Business or CentralNET Bill Payment in any way described in Sections 6, 7 or 8, you agree to be bound by all provisions of these Rules and Regulations and all our requirements relating to any feature of CentralNET Business or CentralNET Bill Payment.  Also, if any individual acting on your behalf in connection with CentralNET Business or CentralNET Bill Payment uses CentralNET Business or CentralNET Bill Payment in any way described in Sections 6, 7 or 8 or allows anyone else to have any of your identification numbers or to use CentralNET Business or CentralNET Bill Payment in any way described in Sections 6, 7 or 8, you agree to be bound by all those provisions, requirements and legal terms and conditions contained herein.