KeyBank Personal Financial Management Software Service Agreement and Disclosure

AGREEMENTS

This Agreement supplements and modifies any deposit account agreements and disclosures you have with us, including, but not limited to, your signature cards, accompanying schedules, our Electronic Funds Transfer Disclosure Statement and Terms and Conditions for Electronic Fund Transfer Transactions and any changes of terms or conditions (together, the "Deposit Agreements"). If there is any conflict between any terms of any Deposit Agreements and this Agreement, this Agreement shall control. If you ever use the Service, or permit another to use the Service on your behalf, you agree to the terms and conditions stated in this Agreement and in the Deposit Agreements. The terms and conditions in this Agreement are in addition to the terms and conditions of any credit agreements you have with us, including any disclosures made pursuant to such agreements (together called the "Credit Agreements"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Deposit or Credit Agreements.

COMPUTER REQUIREMENTS

The Service requires use of certain software, a computer, and Internet access. (In this Agreement, the computer and Internet access you need to use this software are collectively referred to as your "Computer"). You are solely responsible for the selection, installation, maintenance, and operation of your Computer.

KEYBANK COMPUTER BANKING ACCOUNTS

To subscribe to the Service, you must have at least one eligible checking account with us. You may also connect additional eligible Bank deposit accounts to the Service for view only access or bill payment functionality, depending on the type of account.

Such accounts you connect for access under the Service will be referred to as "Activated Accounts."

ENROLLMENT

To enroll in the Service, you must follow the online banking setup instructions included with your Software, and complete enrollment by contacting us at 1-800-539-1539 or by visiting Key’s online enrollment site. Alternatively, we may establish other security procedures for enrollment in and/or access to the Services, or any portions of the Services, and for authorization of any transactions in your Activated Accounts. Also, you must have a valid Social Security number or federal tax identification number listed on each Activated Account.

BILLING ACCOUNT

All applicable charges for the Service will be deducted from the checking account you specified during the enrollment process ("Billing Account"). We reserve the right to deduct charges for the Services from any of your Bank accounts if the Billing Account is overdrawn or has insufficient funds.

DESCRIPTION OF KEYBANK COMPUTER BANKING FUNCTIONS

Services may include one or more of the following functions:

• Bank On-Line^SM
• Pay On-Line^SM

New features and functions may be added to the Services, subject to the terms and conditions of this Agreement, as it may be amended from time to time, in Bank’s sole discretion.

BANK ON-LINE

Bank On-Line allows you to perform any of the following functions:

• obtain account balances and transaction information for your Activated Accounts;
• transfer money between Activated Accounts; and
• send electronic mail ("Email") to us.

These features of the Service are limited to the extent, and subject to the terms, noted below:

• Your ability to transfer funds between certain accounts is limited by federal law, as stated in the Deposit Agreements.
• Each time you download transaction activity, you will receive previously unseen information for up to the last thirty (30) calendar days. This means that you must download transaction activity at least once every thirty (30) days if you wish to have all of your account information on your Computer.
• Unencrypted Email is not secure. You should not rely on Email if you need to communicate with us immediately; for example, if you need to stop payment on a check, to report a lost or stolen card, or an unauthorized transaction. You should not use Email, or reply to any Email, to send us your personal or any confidential information. We will not take action based on your Email request until we actually receive your message and have a reasonable opportunity to act.
• We reserve the right to limit the frequency and dollar amount of transactions from your Activated Accounts for security reasons, and for any other reason in our sole discretion.
• Your Bank On-Line funds transfer requests between your Activated Accounts will take place on the same Business Day if your transfer is completed before the Cutoff Time (see "Hours of Operation").
• If you have a credit card account and access daily transaction information through Bank On-Line, you acknowledge that Key receives that information from a third party vendor and is not liable for delays in providing updated information. Transaction information received through Bank On-Line will not include transactions made with your credit card which have not yet posted to your account.
• If available, each transfer made from a credit card account or loan account is treated as a loan advance from that account and is subject to the terms of the Credit Agreement. If you have a credit card or loan account with Key, you appoint us as your agent for purposes of taking any action necessary to complete your request for a loan advance from your credit card or loan account and deposit the loan advance in your designated account at Key.
• Overdraft protection (credit extended to cover overdrafts due to NSF) for any Activated Account will only be available if we have approved an overdraft credit facility for such Activated Account.

The statement information, transaction information and available balance you download through Bank On-Line are current as of the close of the previous Business Day. Your actual available balance may be higher or lower due to uncollected funds, holds or transactions posted or memo posted since the close of the previous Business Day. The transaction activity provided through the Service is for informational purposes only and is not equivalent to the official statement information on our records. Our records shall control if there is any conflict with information displayed through the Service.

PAY ON-LINE

Making Pay On-Line Payments
Pay On-Line allows you to: (a) make payments from designated Key checking account(s) which are also Activated Accounts (each a "Payment Account"); (b) schedule and authorize automatic recurring payments; (c) schedule non-recurring payments up to sixty (60) days in advance; (d) issue stop payment requests for previously scheduled payments that have not been issued; and (e) use all of the features of Bank On-Line. You may only use Pay On-Line to make payments to payees with United States addresses and in United States Dollars.

Each time you make a Pay On-Line payment, you must designate the Payment Account you wish the payment to be drawn against. Your Pay On-Line payments will be made either by transferring funds electronically from a Payment Account to the payee or by preparing a check from a Payment Account payable to the payee and sending the check to the payee. A "payee" is a person or business you are paying. Your Payment Account will be debited on the date when we initiate an electronic payment or when a check is presented to us for payment.

When using Pay On-Line, you must enter and transmit your payment instructions at least five (5) Business Days before the "Due Date" specified on the payee's bill or invoice. It is your responsibility to authorize your payments in such a manner that payments are delivered on time. Recurring payments must be the same amount each time. Any scheduled or recurring payment request you designate that falls on a weekend or holiday will be made on the following Business Day. Neither we nor our vendor shall be responsible for late payments if you do not schedule it at least five (5) Business Days before the Due Date and properly transmit your request.

To ensure timely payments, we recommend that you send these payments well in advance. Payees may require extra time to post payment to your account because the payee or its depository bank or data processor does not receive a payment coupon or invoice with the payment. Some payees disclose the extra processing time they require to post payments that do not include a payment coupon or invoice on the billing statement or coupon.

Tax payments and court ordered payments may be scheduled through the Service; however such payments are discouraged and are scheduled at your own risk. We shall not be liable for any claims or damages resulting from payments scheduled and/or processed by the Service.

When you have entered and transmitted a payment instruction, you authorize us to debit the Payment Account accordingly. When you send us a payment instruction, you authorize us to charge your Payment Account accordingly. In our discretion, we may decide to process the payment as a service to you even if there are insufficient funds in your Payment Account. Normal overdraft fees may apply. Notwithstanding any provision of this Agreement, we reserve the right to refuse to honor and pay any payment request. We are not responsible for any disputes, claims, or defenses you may have with any payee.

Canceling Pay On-Line Payments
After a payment request is transmitted from within the software through the Service, you may cancel a payment (if, for example, a payment date or a payment amount is incorrect) if the canceled request has not already begun being processed. If your cancellation request is submitted after the payment has begun being processed, it cannot be canceled or edited, and a Stop Payment request must be submitted. A canceled payment is not a "Stop Payment" as defined in the Deposit Agreement(s).

Stopping Payments on Regular and Recurring Payments
If you wish to Stop Payment on a regular or recurring Pay On-Line payment you previously authorized and it is too late to cancel the payment as described in the section titled "Canceling Pay On-Line Payments" above, you must follow the instructions in the Deposit Agreement(s). We must receive your request no later than seven (7) days before the next regular or recurring payment is scheduled to be made. Your ability to process a Stop Payment request will depend on the payment method and whether or not a check has cleared. We are not liable for failing to Stop Payment if you have not given us sufficient information, or if your Stop Payment request comes too late for us to act on it. To request a Stop Payment, contact the Bank at the telephone number or address provided in the section titled "Reporting Unauthorized Transactions" herein.

Personal Identification Number ("PIN")
During your first use of the Service, you are required to use the initial PIN established for you, and then select a PIN for the Services. You will need this PIN to gain access to the Service. You agree to keep this PIN confidential to prevent unauthorized access to your Activated Accounts and to prevent unauthorized use of the Service and unauthorized transactions in your Activated Accounts. To help safeguard your security, you should change your PIN frequently. If you forget your PIN, you must contact us to have a new temporary code issued to you. It may take several days before you receive this temporary code.

YOUR RIGHT TO RECEIVE DOCUMENTATION OF TRANSACTIONS

When you use the Services to make transactions in your Activated Accounts, these transactions will appear on the regular account statements you will receive from us for your Activated Accounts. We will not send you a separate statement for the Services under this Agreement.

HOURS OF OPERATION

Business days are Monday through Friday, except holidays. Transaction requests on Saturday and Sunday are considered Monday transactions, except if Monday is a holiday. The Services are available to you 24 hours a day except at times of Systems Unavailability, as described below. Your Activated Account information is updated at "Update Time." The Update Time is 9:00 a.m. Eastern Time, Tuesday through Saturday, except on Bank Holidays.

All transaction requests that you complete and transmit are sent for processing at the "Cutoff Time," defined as 10:00 p.m. Eastern Time, Monday through Friday, except on Bank Holidays. If you attempt to send transaction requests near the Cutoff Time, and your transaction is not completed before the Cutoff Time, your transaction requests will be sent at the Cutoff Time on the following Business Day.

The Bank cannot guarantee the exact timing of the Update Time or the Cutoff Time. The Bank shall not be responsible for variability in the time of the Update or Cutoff Time.

SYSTEMS UNAVAILABILITY

The Service may be unavailable when systems require maintenance or upgrades or major unforeseen events occur, such as earthquakes, fires, floods, computer failures, interruptions in telephone or other telecommunications service, electrical outages, civil unrest or riots, war, or acts or threatened acts of terrorism or other circumstances beyond our control. We shall have no liability for interruptions or delays in Services due to Systems Unavailability. The Service is generally unavailable for regular maintenance and upgrades every Sunday from 4:00 a.m. to 6:00 a.m. Eastern Time.

KEYBANK COMPUTER BANKING CHARGES

There are two fees associated with connecting to the Bank using the Service. These fees will be automatically deducted from your primary Activated Account for as long as you utilize the Service.

1. Periodic fees will be assessed either monthly, quarterly, or annually. You will be charged the applicable periodic fee whether or not you use the Service, unless you are a member of a designed category of customers who are not charged or have a reduced rate. Upon ceasing to be a member of such a group, we may promptly reinstate the fee for the Service. Annual and quarterly fees will be considered to be a prepayment for Services, and are not refundable.
2. Session fees are assessed monthly, and are based upon the number of online connections to us. The periodic fee will include a predetermined number of sessions. A session is defined as a download of account information, an account transfer, or email. Session fees apply to the online activity of the previous calendar month in which they are assessed.

You may change your Service by contacting us via e-mail through our website at www.key.com or by calling 1-800-539-1539. Different fees may apply for a change in Services.

The fees described in this Agreement are in addition to the fees described in the Credit Agreements and Deposit Agreements. These fees will be effective immediately, but may be waived or reduced temporarily for one or more segments of our customers, from time to time at our sole discretion.

LIMITATION ON PROMOTIONAL OFFERS

We may, from time to time, and at our sole discretion, make the Services available to qualifying customers at attractive rates ("Promotional Offers"). Such Promotional Offers are subject to all limitations and eligibility requirements disclosed with the Promotional Offer.

SECURITY

We will take security procedures and counter-measure procedures to ensure the security and confidentiality of your financial records and transactions under the Services. You agree to comply with all security procedures we may impose for use of the Services including the use of up-to-date firewall and virus protection software on any computer you may use to access the Services. You agree the security techniques used by us in connection with the Services are commercially reasonable security procedures, and you assume all risk of loss for unauthorized transactions where we have followed our then current security procedures, except to the extent that such liability is limited or prohibited by applicable law or in the event that our EFT Disclosure Statement is applicable to the electronic funds transfer or other error.

PRIVACY

We maintain procedures to protect confidential information about you and your use of our products and services. Our information practices are fully detailed in The KeyCorp Privacy Notice. By enrolling in any Service, you agree to receive our Privacy Notice electronically. This means that you can access our current Privacy Notice at any time on our Website, and that Key will no longer annually mail you a paper copy for as long as you remain enrolled in any Service. You acknowledge and agree that you are solely responsible and liable for any and all activity related to access on or through your Internet access equipment by you or any Guest User, and you hereby waive any claim that access through your Internet access equipment by any Guest User was unauthorized.

PAYMENT PRIORITIES

If the Bank receives requests of any kind for withdrawals, transfers or other debits from any Activated Account, whether or not received via the Service, and there are not enough immediately available funds in that Activated Account to cover all such requests, the Bank reserves the right to decide the order in which they are paid or to reject or reverse such request, unless otherwise required by law.

REPORTING UNAUTHORIZED TRANSACTIONS

If you believe an unauthorized ATM, debit, ACH, or check transaction was made in any Activated Account that is a deposit account, you should either (a) call us immediately at 1-800-539-1539 or for TTY/TDD at 1-800-539-8336; (b) write to: KeyBank, Customer Disputes, 555 Patroon Creek Blvd., Albany, NY 12206; or (c) select “File a Dispute” in the transaction record displayed through the Service to submit a dispute electronically (an "Electronic Dispute Record"). You may only submit an Electronic Dispute Record for transactions that you recognize, meaning your dispute is related to one of the following: (x) concern about the item or service received; (y) concern about the amount charged for the item or service; or (z) concern about a deposit, withdrawal, or stamp purchase in your applicable Activated Account. If you do not recognize the transaction, you must either call or write us at the phone number or address included above.

If you believe an unauthorized transaction was made in any other Activated Account in connection with any Service, call us immediately at 1-800-539-1539 or for TTY/TDD at 1-800-539-8336, or write to: KeyBank, Customer Disputes, 555 Patroon Creek Blvd., Albany, NY 12206. You agree that any information provided to us in connection with an unauthorized transaction is true and accurate to the best of your knowledge.

YOUR RESPONSIBILITY

You are responsible for all electronic funds transfers and electronic payments you make using the Service. If you permit other persons to use the Service or your User ID or Password, you are responsible for all electronic funds transfer transactions they make from your Activated Accounts. You are liable for all transfers, payments and activity that you make or are made by any other user, even if such user exceeds your authority or is not an authorized signer on your Account. You must notify us immediately if you believe any of your Activated Accounts was accessed or your Password was used without your permission. If you are an individual and use your Activated Account for personal, family or household purposes, important limitations on your liability for unauthorized electronic funds transfers and other electronic errors that are covered by Regulation E (12 C.F.R. Part 1005) are explained in our EFT Disclosure Statement. However, if you use the Services for any business activity, you assume all risk of loss for unauthorized transfers and payments, and you must establish your own internal security procedures for employees you authorize to use the Services and to prevent all unauthorized use by other employees or persons.

DISCLAIMER OF WARRANTIES; OUR RESPONSIBILITY AND LIMITATION OF LIABILITY

The Deposit Agreements, Credit Agreements, and our EFT Disclosure Statement describe our responsibility for completing electronic funds transfers and electronic payments, and our exceptions from liability for our failure to do so. This Agreement applies to your online transactions under the Services. WE WILL ALSO HAVE NO LIABILITY WHATSOEVER FOR FAILURE TO COMPLETE A PAYMENT OR TRANSFER YOU INITIATE OR ATTEMPT TO INITIATE THROUGH THE SERVICE UNDER ANY OF THESE CIRCUMSTANCES: (1) if the transfer or payment could not be completed due to Systems Unavailability or due to any circumstances beyond our control, including, without limitation, acts of God, any malfunction of your Internet access equipment, any internet virus, Trojan horse, worm or other hostile software code, or any problem that may be associated with your use of any Service or (2) if the payment was a tax payment, a court ordered payment or payment to a payee outside the U.S.A. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY SERVICE, PRODUCT, OR OFFER. NO WARRANTY IS PROVIDED THAT THE SOFTWARE WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. YOUR USE OF THE SOFTWARE AND ANY MATERIAL OR SERVICES OBTAINED OR ACCESSED VIA THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

YOU AGREE THAT NEITHER WE NOR OUR SERVICE PROVIDERS WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE OUR WEBSITE OR ANY RELATED SERVICES; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR WEBSITE OR RELATED SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANYONE ON OUR WEBSITE OR IN ANY RELATED SERVICES; OR (v) ANY OTHER MATTER RELATING TO OUR WEBSITE OR ANY RELATED SERVICES.

Acceptance of Agreement and Signature
Your action on the computer screen accepting this Agreement constitutes your written signature and approval of, and agreement to be bound by, the terms and conditions of this Agreement as amended by us from time to time and at our discretion.

CANCELLATION

You may cancel one or more of the Services by notifying us at the telephone number or address referenced in the section titled "Reporting Unauthorized Transactions." We may require you to confirm your request in writing. We may cancel your access to all or any one of the Services without notice.

CHANGES TO AGREEMENT

Except as otherwise required by applicable law, we may add, remove, or otherwise modify any of the terms and conditions of this Agreement, its related services, and applicable fees and charges, at any time and without notice to you, and such changes will be effective immediately. This Agreement as revised will be posted on an Internet website at www.key.com, and we may send you written notice at your Email or postal address in our files. Your continued use of the Service and any Services (covered hereby) after our sending any required notice, or posting such changes to this Agreement on our Website, will constitute your acceptance of, and agreement to be bound by, such changes to this Agreement. You agree that these procedures are acceptable to you to provide you with notice of changes to this Agreement. The revised Agreement will supersede the affected terms and conditions of this Agreement and shall apply to any activity or transaction previously or hereafter taken by you in connection with such Service, except new fees and charges shall apply prospectively only.

GOVERNING LAW AND JURISDICTION

This Agreement, the Services hereunder, and all arbitration proceedings will be governed by the laws of the United States and the State of Ohio or such other state in which we maintain our main office, without giving effect to any conflict of laws to the contrary. We may relocate our main office at any time without notice to you.

You agree and hereby submit to the exclusive personal jurisdiction and venue of the State and federal courts in Cuyahoga County, Ohio, with respect to all matters relating to your use of the Services. You irrevocably consent to such jurisdiction and venue.

SEVERABILITY; HEADINGS

If any terms of this Agreement are changed by applicable law or declared invalid by order of a court, the remaining terms of this Agreement will not be affected, and this Agreement will be interpreted as if the invalid terms had not been placed in this Agreement. The headings in this Agreement are intended only to help organize this Agreement and do not limit or define our rights or obligations hereunder.

Arbitration; Waiver of Jury Trial
Any claim arising out of or relating to this Agreement concerning any Key deposit account that is an Activated Account under this Agreement, or any related Service, is subject to the terms and conditions concerning Arbitration and Waiver of Jury Trial described in our Deposit Account Agreement and Funds Availability Policy.

Bank On-Line and Pay On-Line are registered service marks of Intuit Services Corporation or its parent, CheckFree Corporation.

KeyBank National Association
Equal Housing Lender
Member FDIC
Form No. 74-2205X

Last Modified: January 2022