Online Banking Service Agreement and Disclosure

This Service Agreement ("Agreement") is between KeyBank National Association (herein called "we" or "us" or "our") in our capacity as the operator of our Internet website ("Website") and our Internet customers who subscribe to this Service. Our customers who access and use the Services are referred to in this Agreement as "you" or "your" regardless of number or gender. When you enrolled in this Service on our Website, such action constitutes your written signature to and approval of, and intent to be bound by, this Agreement and all future amendments hereto.

1. DESCRIPTION OF SERVICES

The financial services (the "Services") covered by this Agreement include one or more of the following:

(a) Only for deposit customers of KeyBank:

  • Online Banking;
  • Online Bill Pay;
  • eBill Service;
  • Expedited Online Bill Pay;
  • Domestic wire transfers services;
  • Online Statement Delivery;
  • Transfer funds between eligible Activated Accounts that are deposit accounts at KeyBank or other Financial Institutions;
  • Payments to any credit or loan account made or held by KeyBank;
  • Download of financial data to a third party;
  • Renegotiation or closing of matured certificates of deposit at KeyBank during the grace period;
  • Electronic mail ("Email") to or from us;
  • Service requests for stop payments, check copies, and photo copies for deposit accounts; and
  • Transfer funds between eligible commercial loans/lines of credit and checking accounts

(b) Only customers of Key Investment Services, LLC ("KIS")may access the Services below, but may not have use of the services above, unless you have a customer relationship with KeyBank:

  • Online Investing Services, including investment research, investor education and brokerage account information; and
  • "Email" to or from us

(c) Credit Card customers may have access to the services outlined in subsections (a) and (b) above, depending on the nature of their relationship with KeyBank and/or KBCM. Only Credit Card customers of KeyBank may access the services below:

  • Support of Authorized Users for business Credit Card accounts;
  • Balance Transfer requests; and
  • Requests for automatic payments.

(d) All new online features and functions to our Website added by us will be subject to this Agreement, as amended from time to time.

2. AGREEMENTS AND DISCLOSURES

This Agreement supplements and modifies your deposit account agreements with us (the "Deposit Agreements") and incorporates by reference our Rules and Regulations for KeyBank World Wide Website (the "User Agreement") and the Cardmember Agreement and accompanying Rates and Fees Table and the Additional Terms of Your Cardmember Agreement, as applicable for Credit Card customers (the “Cardmember Agreement”). If there is any conflict between any term of any Deposit Agreement or our User Agreement posted on our Website , or the Cardmember Agreement and this Agreement, this Agreement shall control. Certain defined terms used herein are defined in other agreements referenced herein. If you are a deposit customer of KeyBank, you may have additional rights and duties under our "EFT Disclosure Statement", which is collectively our Electronic Funds Transfer Disclosure Statement or our Disclosure Statement and Terms and Conditions for Electronic Funds Transfer Transaction that was delivered to you when you opened your deposit account with us.

3. ACTIVATED ACCOUNTS

If your relationship on any account with us is acceptable to us, your deposit accounts, credit accounts and investment accounts will be available for your access by this Service ("Activated Accounts"). Activated Accounts may include: checking accounts, savings accounts, certificates of deposit, retirement (bank deposit) accounts, credit accounts, investment accounts, trust accounts, and other financial account types that may be available at a later date - you will be notified when this occurs.

4. ENROLLMENT

To activate the Service, you must first follow our enrollment procedures, using your debit card or following our other procedures for customer verification, authentication and security. You must have a valid Social Security number or federal tax identification number listed on each Activated Account. After enrollment, you may sign on with your UserID and Password to access and use each of the permitted Services.

5. USER ID; PASSWORD

You will need a user identification name selected by you ("User ID") and an authorized personal identification number or code (the "Password") to use the Services. You agree to use your best efforts to keep your User ID and Password confidential at all times and to prevent any disclosure of your User ID and Password to any other person or entity. To help safeguard your security, you should change your Password frequently. If you forget your Password, you must contact us online. You assume all responsibilities for and all risks of loss from your providing personal information, including your user ID and PIN, to any third party website that spoofs or otherwise imitates the Key website, or by linking to third party websites from unauthorized Email, and you hereby release us from all liabilities and obligations in connection with such actions by you.

6. ONLINE BILL PAY SERVICE AT KEYBANK

When you enroll in the Online Banking Service, you will be automatically enrolled in Online Bill Pay, our bill payment service. Online Bill Pay allows you to make payments in United States Dollars from your selected checking account (a "Payment Account"). You can only make payments to Payees with U.S.A. addresses. A "Payee" is a person or business you are paying. When using Online Bill Pay, you must send your payment instructions to us at least four (4) business days before the Due Date for payments sent by check and two (2) business days for payments sent electronically before the Due Date. The "Due Date" is the date specified by the Payee's bill or invoice for payment. It is your responsibility to schedule your payments in such a manner that payments are delivered on time. Recurring payments must be the same amount each time. Any payment request you designate for a weekend or holiday will be made on the next business day. You may change or cancel any requested payment you have scheduled in advance in accordance with this Agreement if you send your change or cancellation instructions via your Internet access equipment to us before the Cutoff Time on the Payment Transmittal Date for the applicable payment. Your changes or cancellations will not be accepted or processed by us after the applicable Cutoff Time. Cancellation of a requested payment is not a stop payment order, and there is no service charge for your change or cancellation. 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, KeyBank reserves 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. KeyBank reserves the right through Online Bill Pay to select the method by which to remit funds on your behalf to your Payees. You may make more than one payment a day to a single Payee, but no single payment may exceed $25,000. You agree to notify us promptly if you receive notice from a Payee that a payment request you made to that Payee through our Service remains unpaid.

Subject to the terms of this Agreement, we promise to deliver Bill Pay payments to your Payees in a timely manner according to your properly entered instructions. In the event a Payee updates your account information in its records and you do not update your Payee account information in Online Banking, KeyBank may process your payment. You acknowledge and agree that the account information as updated by the Payee may appear in the record of your payment in Online Banking and may differ from the Payee information entered by you. It is your sole responsibility to add your Payees and to ensure Payee information is accurate and up to date. KeyBank is not responsible for any Payee information entered incorrectly. As long as you give us timely notice within sixty (60) days after the date of the statement on which the error first appears in your Payment Account in accordance with the error resolution procedures in the Agreement or described in the EFT Disclosure Statement applicable to consumer electronic funds transfer transactions, we will reimburse you for the service charges that you have incurred from a Payee due to our failure to comply with any Bill Pay payment instruction that you entered and we confirmed in accordance with this Agreement. This commitment does not cover delays or losses of payments by the U.S. Postal Service or any other common carrier, tax payments, court ordered payments, or any payment request not honored by KeyBank.

A. EBILLS

This feature enables you to receive bills from your Payees electronically through the Online Banking Service. By activating the eBill feature, you can receive presentment of electronic bills (“eBills”) from your Payees who offer electronic billing and are set up by you for eBills in Online Banking. If you elect to activate the eBill feature, you agree to the following:

Activation - Upon activation of the eBill feature you authorize notification to the Payee of your request to receive electronic billing information. The presentment of your first eBill may vary from Payee to Payee and may take up to sixty (60) days, depending on the billing cycle of each Payee. Additionally, the ability to receive a paper copy of your bills is at the sole discretion of the Payee. While your eBill feature is being activated it is your responsibility to keep your accounts current. Each electronic Payee reserves the right to accept or deny your request to receive electronic bills.

Information provided to the Payee - The eBill Service is unable to update or change your personal information with the electronic Payee such as, but not limited to, name, address, phone numbers and Email addresses. Any changes will need to be made by you, by contacting the Payee directly. It is your sole responsibility to provide accurate contact information to each of your Payees. Additionally it is your responsibility to maintain all user IDs and passwords for all electronic Payee sites. You may be required to provide your user ID, password, security questions, or other security procedures for access to a Payee website in order for you to receive eBills for a particular Payee, and if required, you authorize this information to be used in the Service as described in this paragraph. You also agree not to use someone else's information to gain unauthorized access to another person's bill. Also as part of the enrollment process, you may be required to accept the terms and conditions applicable to electronic billing for a particular Payee, either on your own behalf or as the authorized representative of your business, and you agree that your acceptance of the Payee’s terms and conditions, online agreement or other disclosure is authorized and binding on you as set forth in paragraph 14.

Non-Delivery of electronic bills - You agree to hold KeyBank harmless should the Payee fail to deliver your bills. It is your sole responsibility to contact your Payees directly if you do not receive any bill. You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Payee directly.

Accuracy and dispute of electronic bill – KeyBank is not responsible for the accuracy of your electronic bills. The eBill feature will only present the information received from the Payee. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Payee directly.

Notification - KeyBank will not provide any notice of your electronic bills other than such notice as appears within Online Bill Pay. Notification from Payees to KeyBank may vary from Payee to Payee. It is your responsibility to periodically logon to Online Banking to check on the delivery of new electronic bills. You are responsible for ensuring timely payment of all bills.

Cancellation of electronic bill notification - The electronic Payee reserves the right to cancel the presentment of electronic bills at any time. You may cancel eBill presentment at any time. The time frame for cancellation of your electronic bill presentment may vary from Payee to Payee. It may take up to sixty (60) days, depending on the billing cycle of each Payee. By indicating within the eBill feature that you wish to cancel eBills, you authorize notification to your electronic Payee(s) as to the change in status of your account. It is your sole responsibility to make arrangements for an alternative form of bill delivery. KeyBank will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.

This Agreement and your use of eBills do not alter your liability or obligations that currently exist between you and your Payees. You are solely responsible for paying your bills on time regardless of whether you use eBills.

EXPEDITED PAYMENTS

This feature will allow you to make expedited payments using the funds in your Payment Account to Payees located in the United States for a fee as set forth below (“Expedited Payments”). Expedited Payments may be delivered to the Payee electronically or via paper check. Expedited Payments by check will not be delivered to post office box addresses or to locations in Alaska, Hawaii, or any foreign or U.S. territory outside of the contiguous forty-eight states and the District of Columbia. It is your sole responsibility to enter and verify any address for Expedited Payment by check to ensure it is correct and is specified as a valid overnight package address by your Payee. Expedited Payments are processed when they are received, provided they are scheduled during the hours when the Service is available. Expedited Payments may only be scheduled from 4 a.m. to 7 p.m. ET, Monday through Friday. Expedited paper check payments may be delivered next day but time of delivery may depend on the time of day that the transaction is scheduled by you. Next day delivery is not guaranteed. The fee charged for the Expedited Payments service is $9.95.

You agree that you will pay all fees and charges in connection with your use of the Expedited Payments feature through Online Banking. You agree that delivery of Expedited Payments is subject to circumstances outside KeyBank’s control which may delay or make delivery impossible, and that KeyBank will not be liable for such circumstances.

7. RESTRICTIONS ON SERVICE

The Service is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. KeyBank may restrict the availability of the Website and the Service in any jurisdiction or country where such use would be contrary to U.S. law or regulation, or which is identified as presenting a high risk of fraud. Please call 1-800-KEY2YOU, or TTY/TDD at 800-539-8336, for the current list of countries where transactions are restricted.

8. ONLINE INVESTING SERVICE

When you enroll you may access your Investments accounts, subject to your "Key Investment Services Service Agreement and Disclosure" which is incorporated herein and made a part of this Agreement and shall apply to your use of the Services to the extent you are a KIS client.

9. DOMESTIC WIRE TRANSFER SERVICE AT KEYBANK

If we permit you to transfer funds via the electronic wire transfer function, all wire transfers are subject to our "Terms and Conditions - Internet Wire Transfer Service".

10. ONLINE STATEMENT DELIVERY SERVICE AT KEYBANK

When you enroll in online delivery of deposit, loan, line of credit, credit card and investment account statements for your Activated Accounts, you will receive these official account statements online, together with an Email alert notice advising you when the statement is available for viewing, subject to our "Online Statement and Document Delivery Service Agreement".

11. EMAIL SERVICE

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. You agree to update your Email address on our records to maintain at all times a valid and active Email address at another Internet service provider. If you use any online banking function that requires us to send you Email, we may charge you a fee if our electronic communication to you is returned due to an invalid Email address and we resend this communication in writing to your postal mail address.

Email Alert - KeyBank, through the website may at our option send one or more Email alerts on transactions or other activities pertaining to your Accounts visible through the Online Banking service ("Bank-Initiated Alerts"). In addition, upon sign on to the application, you may select to receive specific Email alerts for specific accounts for delivery to your Email address on record with KeyBank ("Customer-Initiated Alerts"). Both Bank-Initiated Alerts and Customer-Initiated Alerts are Emails covered by this section. This Email alert service shall not modify any right or obligation that you or we may have under applicable law or any agreement with KeyBank. By using the Online Banking Service and selecting specific Email alerts, you acknowledge and agree we shall have no liability if any other person accesses, views, uses or discloses your Email notification content as all Emails are sent via unencrypted means through an unsecured internet. You understand and agree that delivery of Email notification is not guaranteed and may be subject to delay or non-receipt due to reasons that are not under KeyBank's control. You also agree that KeyBank is not responsible for any action not taken by you due to an alert or transaction triggering an alert. Any fees associated to receipt of these alert notifications that are applied by your internet service provider are your sole responsibility. Alert notifications will never include full account information, UserIDs, or passwords. Some information regarding balances and transactions may be included. You hereby consent to KeyBank's delivery of these alerts to the Email address on its records, and you acknowledge that anyone with access to your personal Email account may be able to access this information. This means that a person who is able to access your Email will be able to see information relating to your bank account contained in the alert. This service is provided for informational use only and should not replace your normal banking habits or processes. KeyBank may stop the alert notifications at any time, or may begin to charge a fee as determined.

12. YOUR RIGHT TO RECEIVE DOCUMENTATION OF TRANSACTIONS

Transactions made in your Activated Accounts by your use of the Services will appear on our official account statements you will receive for your Activated Accounts. Statement information, transaction information, and available balance that you view through this Service are in real time for checking, savings and certificate of deposit accounts. All other account balances are effective as otherwise indicated. Your actual available balance may be lower than your current balance. The online statement displayed is for information purposes only and is not equivalent to the official statement information on our records. Our official statement records will control if there is any conflict with information displayed on your Internet screen.

13. UNSECURED CREDIT CARD ACCOUNT STATEMENT

If you have a KeyBank unsecured credit card account ("Credit Card") and access daily transaction information, you acknowledge that KeyBank receives information from a third party vendor and is not liable for delays in providing updated information. Transaction information will not include transactions that have not yet posted to your Credit Card account. This electronic record is for informational purposes only and does not satisfy the requirements of the federal Truth-in-Lending Act nor does it replace your monthly statement. Your monthly statement contains detailed payment information. This electronic record does not include information about your Cash Advance Credit Line on your Credit Card account. Only a portion of your Credit Line may be available for cash transactions; consult your monthly statement for details.

14. AUTHORIZATION FOR COMMERCIAL ACCOUNTS AND LOAN PAYMENTS/DISBURSEMENTS

If you have a commercial loan or line of credit from KeyBank (a "Commercial Credit Account"), you hereby authorize us to accept your electronic instructions from time to time pursuant to this online Service in order to (a) disburse loan advances under your Commercial Credit Account as a credit to any designated deposit account with us and (b) transfer funds from your designated deposit account with us as a payment on your Commercial Credit Account. This Commercial Credit Account and any designated deposit account shall be considered an Activated Account under this Agreement. You represent and warrant to us that you are the owner of all such deposit accounts and are authorized to withdraw funds from such accounts and to take draws from the Commercial Credit Accounts. You agree that you shall be liable for all sums transferred pursuant to this Authorization and that all transfers will also be subject to the terms of the Promissory Note(s) evidencing the Commercial Credit Account(s). You agree that we are not obligated to honor your electronic instructions on our Website in connection with this Authorization if you fail to maintain adequate funds to cover requested payment transfers, and we shall not be liable for dishonor of checks or other items presented against our deposit account due to insufficient funds caused by following your electronic instructions hereunder. You agree that use of your User ID and related Password represent commercially reasonable security procedures, which you and we agree upon, for purposes of your providing electronic instructions for loan advances and loan payments from and to your Commercial Credit Account.

You also agree that as to any Activated Account that is used for business or commercial activity and all Commercial Credit Accounts, you have been authorized by the appropriate action of the business to initiate transactions in the accounts and to act on behalf of the business, including, without limitation, to enroll in the eBill feature of the Services and to accept all agreements, disclosures, terms and conditions of any Payee on behalf of the business or on your own behalf. KeyBank may rely on this authorization until you notify KeyBank in writing that such authority has been withdrawn.

This Section 14 constitutes your authorization for us to follow your instructions (the “Authorization”). You hereby release us and agree to defend and indemnify us from any and all claims, costs and damages which may arise out of any actions taken by us in relying upon and/or complying (or attempting to comply) with your electronic payment or disbursement instructions under this Authorization in making any transfer of funds pursuant to this Authorization, and taking any action or following any instructions under this paragraph.

15. KEYBANK HOURS OF OPERATION; CUTOFF TIMES

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 and except as to the Online Bill Pay Expedited Payments service which is available from 4:00 a.m. to 7:00 p.m. ET Monday through Friday. Transactions you conducted after the Cutoff Time will be posted to our official account statement the next business day. "Cutoff Time" refers to, for the times stated below, local time at our KeyCenter where your Activated Account is maintained, Monday through Friday, except holidays, unless otherwise stated: (1) for Bill Payment: 7:00 p.m. ET; (2) for Transfer Funds: 7:00 p.m. local time; (3) for Wire Transfer: 4:00 p.m. ET; (4) for Stop Payment: 10:00 p.m. local time; and (5) for any KeyBank - KeyDirect Account: 7:00 p.m. ET for all activity; (6) for Loan or Line of Credit Payments paid via the Loan Payment functionality, or Credit Card payments: 4:30 p.m. ET The loan payment functionality is only available between 7 a.m. and 7 p.m. ET. If you send a Bill Pay request near the Cutoff Time and your transaction is not completed before the Cutoff Time, your transaction request will be sent the next business day. We may change any Cutoff Time without notifying you.

16. YOU MAY INCUR ADDITIONAL COSTS FOR USING THE SERVICE

You understand that utilization of the "Enhanced Funds Transfer", which allows you to transfer funds to and from accounts outside of Key and to others within Key who are not associated with your accounts may incur certain costs associated with ACH (Automated Clearing House) processing through the Website. You agree that you will pay all fees and charges in connection with your use of the Enhanced Funds Transfer feature through Online Banking.

17. 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.

18. THIRD PARTY LINK DISCLOSURE

It is possible that the Service may offer links to other sites not operated by KeyBank. The eBill function may provide a link to a Payee’s website in order for you to obtain an eBill from that Payee. These links are provided for your convenience and only are offered for your use at your own discretion. KeyBank cannot attest to the content or accuracy of information provided by these linked sites, and does not provide, endorse, or accept responsibility for the product, service or overall content available on third party websites. KeyBank does not represent you or the third party site in any transaction you may enter into with the third party. The Privacy and Security policies of the third party website to which you are linking may differ from those of KeyBank. You should review the privacy or security disclosures on each third party site for further information. Third party websites may provide less security than websites operated and maintained by KeyBank.

19. REPORTING UNAUTHORIZED TRANSACTIONS

If you believe an unauthorized transaction was made in any Activated Account in connection with any Service, call us immediately at 800-539-1539 or for TTY/TDD at 800-539-8336, or write to: Online Banking Customer Service at 3290 Main St., Amherst, NY 14226, MAILCODE: NY-00-01-0275.

20. YOUR RESPONSIBILITIES

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 Password, you are responsible for all electronic funds transfer transactions they make from your Activated Accounts. You are liable for all transfers and payments 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 205) 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.

21. DISCLAIMER OF WARRANTIES; OUR RESPONSIBILITY AND LIMITATION OF LIABILITY

The Deposit Agreement, User Agreement, 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 OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICE.

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, INCUDING, 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.

22. 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. Cancellation of Online Bill Pay, will stop all telephonic and online access to Online Bill Pay.

23. 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 service, electrical outages, civil unrest or riots, war, or acts or threaten acts of terrorism or other circumstances beyond our control. We shall have no liability for interruptions or delays in Services due to Systems Unavailability.

24. 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.

25. 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 any Service (covered hereby) after our sending any required notice, or posting such changes to this Agreement on this 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.

26. ASSIGNMENT OF THIS AGREEMENT

You may not transfer or assign this Agreement without our prior written approval, and any unauthorized assignment or transfer will be null and void. We may assign or transfer this Agreement at any time without notice.

27. GOVERNING LAW; UNLAWFUL ACTIVITIES PROHIBITED

Our Website (excluding linked sites) is controlled by us from our offices in the State of Ohio, United States of America. All matters relating to your access to or use of our Website shall be governed by the laws of the State of Ohio, and the federal laws of the U.S.A., without regard to any conflicts of law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods, and the model Uniform Computer Information Transactions Act approved by the National Conference of Commissioners on Uniform State Laws (as enacted and/or modified into any state law in the U.S.A.), are hereby expressly excluded and shall not apply to the this Agreement and the Services, Products and Materials accessed hereunder.

We make no representation that our Products, Materials or Services available our Website are lawful, appropriate or available for use in any location outside Ohio, and your accessing them from territories where the same or their content is unlawful or illegal is prohibited. You are solely responsible for compliance with local laws where you reside or are located. If you use our Website or our Products, Materials or Services for any unlawful or illegal purpose, you must promptly reimburse us for all losses, costs and expenses incurred by us as a result of such use.

28.WIRELESS EXPRESS CONSENT

By providing a telephone number for a cellular telephone, other wireless device, or a landline number that was later converted to a wireless device, you are expressly consenting to receiving communications at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from KeyBank National Association and its affiliates and agents. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls regardless of their purpose. These calls and messages may incur access fees from your cellular provider.

29. JURISDICTION AND VENUE

You agree and hereby submit to the exclusive personal jurisdiction and venue of the State courts and federal courts in Cuyahoga County, Ohio, with respect to all matters relating to your access to or use of our Website or any Product, Material or Service. You irrevocably consent to such jurisdiction and venue.

30. SEVERABILITY; PARAGRAPH HEADINGS

If any term of this Agreement is declared invalid or unenforceable by any 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 in place for this Agreement. Paragraph headings do not limit or define either party's rights or obligations.

31. ARBITRATION; WAIVER OF JURY TRIAL

Any claim arising out of or relating to this Agreement concerning any KeyBank 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.

Last Modified: October 2013