Business Banking Agreement
This Agreement is a contract which establishes the rules which cover your electronic access to your accounts using the Dakota Heritage Bank of North Dakota electronic banking system (the "System"). Before clicking on the accept button, please read this agreement, the Security Notice and Privacy Notice found on our home page. Please read this carefully and if you have any question, contact us by telephone or in writing at the address and phone number listed on our home page. By clicking on the accept button or using the System, you accept all the terms and conditions of this Agreement.

A. Definitions. As used in this Agreement, the words "we", "our", "us" and "Bank" mean Dakota Heritage Bank of North Dakota. "You" and "your" refer to the account holder authorized by us to use the System under this Agreement and anyone else authorized by that account holder to exercise control over the account holder's funds through the System. "Accounts" means your accounts at the Bank that are accessed through the System. "Electronic funds transfers" mean transfers to or from your Accounts using the System. "System Services" means the services provided pursuant to this Agreement. Our "Business days" are Monday through Friday (holidays not included). All times is local time of Bank.

B Access. To use the System, you must have at least one checking account at the Bank, access to Internet service and an e-mail address (HotBot and other intermediary e-mail addresses may not be used). You are responsible for the set-up and maintenance of your business computer and modem. You agree that we are not responsible for any errors or failures from any malfunction of your computer or any virus or other computer problem related to the use of the Services. You agree to use the Services solely for business purposes and not to use the System to transfer funds to or from any account established for personal, family or household purposes.

C. Enrollment and Accounts. Your accounts will need to be activated before you can have access. We will notify you of our acceptance of your enrollment and your assigned login ID and temporary password. You will need to read/accept the Business Banking agreement before you will be granted access to the System. You authorize us to obtain information about you from others (including credit reporting agencies) as part of our annual review and from time to time thereafter. You agree to provide us with information as we request, from time to time. The System can be used to access only the Accounts which you have designated for access by the System. You can add or delete any of your Accounts from this Agreement by contacting the bank. Access to your Accounts through the System will be based upon the identification of users and authority levels specified by you in your related System documents.

D .System Services. You can use the System to check Account balances, view Account histories, transfer funds between your Accounts, make stop payment requests, and view checks. You may also be eligible to use the System for additional Services, such as Remote Capture Deposit. If approved, you must execute a Remote Capture Deposit Agreement prior to using these services on the System. The balance and the activity information that you obtain through the System are as of the end of the previous Business day and memo posted transaction activity for the day of inquiry.

E. Hours of Access. You can use the System seven days a week, twenty-four hours a day, although some or all System Services may not be available occasionally due to emergency or scheduled System maintenance. We will use reasonable efforts to post notice of any extended periods of non-availability on the System website.

F. Your Password. For security purposes, you are required to change your password upon your initial login to the System. You determine what password you will use and the identity of your password is not communicated to us. You agree that we are authorized to act on instructions received under your password. You accept responsibility for the confidentiality and security of your password and agree to change your password regularly. Upon three unsuccessful attempts to use your password, your access to the System will be revoked. To re-establish your authorization to use the System, you must contact us to have your password reset or to obtain a new temporary password.

Your new password must have 8 characters that utilizes both upper alpha and lower alpha characters, numerals and symbols. First character must be alpha or numerical. Your password should not be associated with any commonly known personal identification, such as social security numbers, address, date of birth or names of children, and should be memorized rather than written down.

G. Authorization and Processing Transfer Requests. If a request for a transfer to or from any Account, or any request for cancellation or amendment of any such a request, a “Request”,is received by Bank and purports to have been transmitted or authorized by you, it will be deemed effective as your Request or entry and you will be obligated to pay the amount of the Request, even though the Request was not authorized by you, provided we acted in compliance with the security procedures contained in the System Services.

You agree that the authenticity of Requests and other instructions to us received through the System will be verified pursuant to the security procedures contained in the System Services. You also understand and agree that the security procedures are not for the purpose of detecting error. Bank recommends you establish two levels of authority to request and transmit monetary transfers to the Bank.

You acknowledge and agree that if a Request describes the beneficiary or beneficiary's bank inconsistently by name and account number, execution of the transfer request will occur on the basis of the account number, even if it identifies a person different from the named beneficiary or bank, and that your obligation to pay the amount of the transfer request to us is not excused in such circumstances.

H. Stop payments. You may order, through the System, stop payments on any single check drawn on your account with Bank, which has not yet been paid by Bank. You must be able to provide the correct check number and exact amount of the check. Any loss suffered by you due to your failure to accurately identify the check in the stop payment request will be the responsibility of you and not of Bank.

No stop payment order will be effective against a check that has paid prior to the time that the Bank has both received the order and had a reasonable period of time to respond to the order. You understand that you will and Bank will not be responsible for determining whether a check has or has not been paid.

At the time you submit a stop payment order to Bank through the System, you agree to access the appropriate account and data bases through the System and determine whether the check to which the stop payment order relates has or has not already been paid. You understand that the information available through the System regarding account status, and specifically whether individual checks have or have not been paid, is updated only once in each 24 hour period. As a result, you understand that the information available via the System regarding the status of individual checks on any given Business day will be limited to transactions that were processed on the previous Business day.

You acknowledge that the information regarding the status of individual checks will not include transactions - including cash payments – on a check that occur on the same Business day as the date of receipt of the stop payment order. You acknowledge that a transaction search through the System will not necessarily reveal whether a check has been paid until the Business day after the Business day on which the stop payment order is received by the Bank. Any loss suffered by you due to your decision to issue a new or replacement check, or to take any other action, based on information in the System prior to the next Business day after the Business day on which the stop payment order has been received by Bank will be the responsibility of you and not of the Bank.

Bank may, but is not obligated to, notify you if Bank determines through the process of updating the account status on the System that the check was paid on the day the stop payment order was received by Bank.

Stop payment orders remain in effect for six months. You may cancel stop payment orders through the "Message" feature of the System, or by writing Bank. Stop payment orders are automatically canceled when the account on which the check is drawn is closed or at the end of the term of the order (unless renewed by you). Under certain circumstances, a holder of the check may be entitled to enforce payment against you even when a stop payment order is in effect.

The System may not be used to stop payment on any automatic entry, such as automatic monthly drafts or automated clearing house (ACH) debit or credit entries or lost/stolen checks. In the event of lost or stolen checks you must immediately notify the bank, at which time we will place a stop payment and make all necessary arrangements to close your account and transfer your activity to a new account. Your account must be closed to prevent fraudulent activity. Bank may ignore any attempted stop payment order relating to such items if the order is transmitted through the System.

I. Authorization Controls for Services. You are responsible for controlling access to the Services and for any limitations placed by you on the Services that may be used by other persons. The fact that we are or may be made aware of, or could have discovered, any limitation on access to a Service does not make us obligated to enforce or attempt to enforce any limitation. You understand that persons may utilize System Services (including inquiries transfer Requests and Account verification) without regard to any restrictions otherwise applicable to an Account. For example, if a person directs transfers from a given Account, that person can initiate the transfers whether or not he has been authorized to do so according to the signature card applicable to the Account. If a person has signing authority over Account "A" but not over Account "B," but has access to the System Services, he or she could transfer funds from "B" to "A" and then withdraw funds from "A." You agree that any arrangements with us to require one or more authorized signatures for transactions involving your Accounts do not apply to or limit our obligation to act upon transfer Requests received through the System.

Electronic banking services may require that you designate an individual (and, where applicable, we recommend that you have at least two individuals) who are authorized to take control of the security procedures inherent in the System. The employee(s) who execute the Customer Enrollment Form are conclusively presumed to be the Designated Company Contacts ("DCC"). The DCC(s) are authorized to approve and submit Customer Enrollment Forms and any related System documents. The DCC(s) are, or can assign to one or more other persons, the role of System Administrator and you acknowledge that the Bank will not control (and may not even be aware of) changes in the System Administrator.

It is the System Administrator's responsibility to understand the security capabilities built into the System and to decide which of your Accounts to link to each access ID and what level of activity is appropriate for each Account linked to the access ID, keeping in mind the importance of separation of duties as an important way of protecting your company. Error, negligence or misfeasance by the System Administrator or by any user of the System can cause significant losses for which you agree you and not Bank will be responsible; you agree to maintain insurance in appropriate form and amount to protect you against this risk. Unless you specify otherwise, all persons with access to the System will have the ability to transfer funds.

J. Compliance with Security Procedures/Protection of the Services. You assume all risks associated with disclosure or discovery of any password to or by your employees or others. You agree to limit disclosures of passwords to those who you authorize or who have a specific need to know and who have been authorized by you to use the System Services you desire. You will establish procedures to protect the confidentiality of all information relating to the Services, including all passwords, and will promptly notify us if you know or suspect that codes, passwords or other security information is stolen, compromised, or misused. You will require authorized persons to create new passwords at reasonably frequent periods, based on your assessment of the security requirements appropriate for the System Services utilized by you. You agree to promptly remove an employee's passwords from the System and to promptly notify Bank whenever an authorized employee leaves your employ or otherwise is no longer authorized to use the System on your behalf.

You agree that we will not be responsible for verifying whether a Transfer Request or other communication is originated by you other than through the verification process contained in the security procedures of the System. Thus, when a person is added or deleted by you as a user of the System Services, we will treat that person as "authorized" if a Transfer Request or other communication is received by us in accordance with the security procedures, without otherwise verifying the persons status with you or investigating whether the person is exercising authority granted by the you or is acting consistent with any limitations imposed by you on that person.

K. Your Obligation to Review Security Procedures. You will review and implement all security procedures available in connection with the System Services. You acknowledge and agree that the security aspects of the System Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized use.

Data transferred via the System is encrypted in an effort to provide transmission security. Notwithstanding our efforts to insure that the System is secure, you acknowledge that the Internet is inherently insecure and that all data transfers (including transfer Requests and electronic mail) occur openly on the Internet. This means that the data transfers potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing the System will not be monitored or read by others. We will not send, and strongly suggest that you do not send, any confidential information unless using the electronic communication options provided in our customer Service section.

L. Fees and Charges. You agree to pay our fees and charges for your use of System Services, as they are set by us from time to time. Fees and charges can be reviewed on our Web site. You agree that fees and charges may be deducted from any of the Accounts maintained by you at Bank or any other account of yours. You agree to pay any additional charges for Bank services you request which are not covered by this Agreement. You are also responsible for telephone, internet service and any other third party fees you incur in connection with your use of the System. Bank may modify any fees or charges at any time and from time to time. We will provide you with notice of any changed fees or charges, normally 30 days in advance of the effective date of the change.

M. Processing Transfers. Transfers between your accounts completed through the System before 3:00 p.m. on a Business day are posted to your Account the same day. Transfers completed after 3:00 p.m. on a Business day, or on a Saturday, Sunday or a banking holiday will be posted on the next Business day.

N. Overdrafts (Order of Payments, Transfers, and other Withdrawals). If you’re Account has insufficient funds to perform all electronic fund transfers you have requested for a given Business day, then:

Electronic funds transfers involving currency disbursements will have priority;
Electronic funds transfers initiated through the System which would result in an overdraft of your Account may, at our discretion, be canceled; and
In the event the electronic fund transfers initiated through the System which would result in an overdraft of your Account are not canceled, overdraft charges may be assessed, pursuant to the terms of the deposit agreement for that Account.

O. Limits on System Transactions; Security Interest in Accounts. Federal regulations limit the number of certain types of transfers from our Money Market or Business Savings Accounts. You are limited to six pre-authorized electronic fund transfers and telephone transfers (including System transactions, checks and point-of-sale transactions) per month. Each fund transfer or payment through the System from your Savings or Money Market Account is counted as one of the transfers you are permitted each month from that Account. Demand deposit accounts are not subject to these transfer limitations.

All transfers between Accounts or to third parties are subject to there being sufficient available funds to cover the amount of the Request in the affected Account. We may condition processing any transfer or Request on availability of sufficient funds to cover the transaction. You agree to pay us in immediately available funds any amounts due to us as a result of our processing any funds transfer Request for you. If we allow transfers to be processed against insufficient funds, we are not obligated to continue that practice. We may from time to time impose lower limits on the amount of any funds transfer Requests or require funding in advance of actual processing. We will communicate these limits to you if they are imposed.

You grant us a security interest in all Accounts or other deposits of yours at the Bank, and in all funds in such Accounts or other deposits, to secure your obligations to us under this Agreement. This security interest will survive termination of this Agreement. We may hold any funds on deposit with us by you after termination of this Agreement for up to 90 days following the expiration of any return or chargeback rights regarding any Request if later, until any other claims to such funds have expired.

P .Disclosure of Account Information and Transfers. You understand that information about your Accounts or the transfers you make may be disclosed to others. For example, we may disclose personal information to third parties:

If we have entered into an agreement with another party to provide any of the Services.
If it is necessary for completing transfers or otherwise carrying out your instructions;
If it is necessary to verify the existence and condition of an Account for a third party.
In order to comply with laws, government agency rules or orders, court orders, subpoenas or other legal process or in order to give information to any government agency or official having legal authority to request such information;
If you otherwise give us your specific permission.

Q. Periodic Statements. You will get a monthly Account statement. It will not be a separate statement for banking transactions you make using the System. Transfers to and from your Accounts using the System will appear on the respective periodic statements for your Accounts.

R. Change in Terms. We may change any term of this Agreement at any time. If the change would result in increased fees for any System Service, increased liability for you, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of transfers, we agree to give you notice before the effective date of any such change if required by law, unless an immediate change is necessary to maintain the security of an Account or our electronic fund transfer system. If advance notice of the change is not required, and disclosure does not jeopardize the security of the Account or our electronic fund transfer system, we will notify you of the change in terms within 30 days after the change becomes effective. Your continued use of any or all of the System Services indicates your acceptance of the change in terms. We reserve the right to waive, reduce or reverse charges or fees in individual situations. You acknowledge and agree that changes to fees applicable to specific Accounts are governed by the applicable deposit agreements and disclosures.

S. You’re Right to Terminate. You may cancel your System Service at any time by providing us with written notice. Your access to the System will be suspended within 3 Business days of our receipt of your instructions to cancel the Service. You will remain responsible for all transactions that occur prior to termination, whether termination by you or by us, and for any fees and charges incurred prior to the date of cancellation.

T. Our Right to Terminate. You agree that we can terminate or limit your access to the System Services for any of the following reasons:

Without prior notice, if you have insufficient funds in any one of your Accounts or breach any term of this Agreement. System Service may be reinstated, in our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.
Upon reasonable notice (including immediate), for cause (including the foregoing) or without cause, in our sole discretion.

U. Communications between Bank and You. Unless this Agreement provides otherwise, each of us agrees that electronic means may be used to conduct transactions and that electronic records will satisfy any written notice requirements. You can write to us at Dakota Heritage Bank of North Dakota, P.O. Box 268, Hunter, ND 58048. We may write to you at the most current address shown on the Bank's records.

We may not immediately receive an e-mail you send. Therefore, you should not rely on e-mail when you need to communicate with us immediately, for example, to report unauthorized transactions on your account. E-mail may not be used to request account information or to conduct transactions with us, such as loan transfers. Requests sent to Bank are not considered to be effective until Bank has had a reasonable opportunity to act on the request.

V. Miscellaneous. This Agreement, together with the Enrollment Form, constitutes the entire agreement between you and Bank with respect to the subject matter hereof and there are no understandings or agreements relative hereto which are not fully expressed herein. The terms and conditions of the deposit agreements and disclosures for each of your Accounts, as well as your other agreements with Bank (such as for loans or other services), continue to apply except as specifically altered by this Agreement. This Agreement shall be effective when Bank accepts and agrees to it, as evidenced by the signature of a Bank officer below. You represent and warrant that this Agreement, once duly executed and delivered by both parties, will be a valid agreement enforceable against you in accordance with its terms. You agree to cooperate with Bank in all manner reasonably requested by Bank, including providing Bank with information about you and executing and delivering to Bank any documents reasonably requested by Bank to further the purposes of this Agreement.

This Agreement is also subject to applicable federal laws and the laws of the State of North Dakota (except to the extent this Agreement can and does vary such rules or laws, and excluding California rules governing conflicts of law). If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement. This Agreement is binding upon your heirs, successors and assigns.

Any of your obligations pursuant to this Agreement that by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement.

W. Your Duty to Notify Bank of Error. If you fail to notify us within 30 days after you receive notice (whether by paper statement or electronic statement) of an unauthorized or erroneous transfer or transaction, you will be precluded from asserting any lack of authorization or any error against us.

X .Limitation on Liability. As a condition precedent to any liability of ours, you must notify us in writing of any alleged negligence or breach of this Agreement by us as promptly as reasonably possible, but in no event later than 5 Business days following the day on which such alleged negligence or breach was, or could reasonably have been, discovered by you. Our entire liability and your sole remedy under this Agreement, whether or not the claim is in contract or tort, will not exceed an amount of the fees charged by us to you for your use of the Services during the 3-month period preceding the date of the alleged negligence or breach. Except as set forth herein, we will not be liable or have any responsibility of any kind or any loss or damage thereby incurred by you as a result, directly or indirectly, of any unauthorized person gaining access to, or otherwise making use of, the Program. We cannot and do not warrant that the System will operate without errors, or that any or all System Services will be available and operational at all times.

In no event will bank be liable for special, general, consequential, incidental, exemplary or similar damages, even if bank has been advised of the possibility thereof. Bank makes no warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, or any warranty of non-infringement of third party patent or other proprietary rights. This paragraph will survive the termination of this agreement by either party, and also limits the liability of any agent, employee or affiliate of bank.

Y. Indemnification. You will indemnify, defend and hold us harmless from against any and all loss, liability, cost, charges or other expenses (including reasonable attorneys' fees) which we may incur or be subject to, arising out of or related directly or indirectly to any breach by you of your obligations under this Agreement.

The Internet is inherently insecure. We highly recommend that you review and implement the Security practices offered by the CERT Coordination Center, www.cert.org, or other advisory sites.