Bill Payer Agreement and Disclosure Statement for Business

This Agreement governs your use of the Online Banking and Bill Pay Services. By subscribing to the Services or using the Services, you agree to the terms of this Agreement. Please read this Agreement carefully and keep a copy for your records.

Ownership of Site.
Bank of the Ozarks ("Bank") is a registered trademark belonging to Bank of the Ozarks Inc., a bank holding company headquartered in Little Rock, Arkansas. Bank of the Ozarks is a state chartered bank with its main office in Little Rock, Arkansas. All information, including text and graphics, contained in the Site is subject to a copyright by the Bank, Bank of the Ozarks Inc., and Postilion Corporation.

Products and Services Offered on the Site.
Not all products or services offered on the Site may be available where your company is located. The Bank reserves the right to determine your eligibility for any product or service subject only to federal or state law. The Bill Payer service is provided by an independent, third party service provider, CheckFree.

Disclaimer of Warranties and of Liability.
The Bank does not warrant the adequacy or accuracy of information in third party sites linked to or from our Site and disclaims any liability for any errors or omissions in third party sites linked to or from our Site. The Bank is not liable for any direct, indirect, special, incidental, consequential, or punitive damages or lost profits arising in connection with the Site or any interruption, delay in its operation, computer virus, loss of data, or otherwise. CheckFree warrants payments will be delivered to your Payees; however, CheckFree does not guarantee that any or all Payees will accurately or reliably post or credit your payment.

Transmission of Information to Bank.
All information you transmit to us becomes the property of the Bank and the Bank is free to use such information so long as its use is not contrary to state or federal laws. You may not transmit any obscene, libelous, or defamatory messages to us. All communications you send to us may be shared by the Bank with any of its affiliates unless you notify us to the contrary.

Online Bill Pay Services.
You may direct the Bank to make payments from your Transaction Account to third parties ("Payees") whom you have selected to receive payments if you subscribe to Bill Pay (the "Service").

You may make payments through the Service to any business, merchant, or professional that generates a bill or invoice for products or services provided to you on your behalf and that has an address we can verify. You may also make payments through the Service to individuals, family, or friends for non-business purposes. Payments may be made only to Payees with a United States payment address. You may not make a payment of alimony, child support, taxes or other governmental fees or court-directed payments or initiate deposits to another account through the Service.

By providing the Service with the names and account information of those persons or entities to whom you wish to direct payment, you authorize the Bank to follow the payment instructions that it receives from you. When the Service receives a payment instruction, you authorize the Bank to charge your transaction account on the selected Send Payment Date and remit funds to the designated payee on your behalf.

Using the Service.
You may use any personal computer with internet access to initiate transfers and payments through the Service. To use the Service, you must provide information that identifies your Payees through the Online Banking Site. You must provide sufficient information about a Payee to permit the Bank to properly direct a payment and permit the Payee upon receipt of a payment to identify you as the payment source.

Bill Payment Scheduling
Bill Payments begin processing two (2) Business Days prior to your Scheduled Payment Date. Therefore, the Service will not permit you to select a Scheduled Payment Date less than two (2) Business Days from the current date. When scheduling Bill Payments, you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Payee statement unless the Due Date falls on a non-Business Day; if the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates should be prior to any late date or grace period. In certain rare situations, a Bill Payment may take four (4) Business Days to be processed, in which case the Service will notify you within the website.

Payment authorization and remittance
By providing the Service with account information of the Payee to which you wish to direct payments, you authorize the Service to follow the Payment Instructions that it receives through the payment system. In order to process payments more efficiently and effectively, the Service may edit or alter payment data or data formats in accordance with Payee directives. When the Service receives a Payment Instruction, you authorize the Service to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You certify that any Payment Account you add to your profile is an account from which you are authorized to make payments, and any payment you make using the Service will debit/charge a Payment Account that you are legally authorized to use. You also authorize the Service to credit your Payment Account for payments returned to the Service by the United States Postal Service or Payee, or payments remitted to you on behalf of another user of the Service. The Service will use its best efforts to make all your payments properly. However, the Service shall incur no liability and any Service Guarantee shall be void if the Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

  1. If, through no fault of the Service, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;
  2. The payment processing center is not working properly and you know or have been advised by the Service about the malfunction before you execute the transaction;
  3. If, through no fault of the Service, a Payee that makes available to you split-payment functionality (in which your payment may be split and allocated in various ways that such Payee may offer) does not split and/or allocate the payment in accordance with your Payment Instruction;
  4. You have not provided the Service with the correct Payment Account information, or the correct name, address, phone number, or account information for the Payee; and/or,
  5. Circumstances beyond control of the Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Service has taken reasonable precautions to avoid those circumstances. Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a payee which does not comply with your Payment Instructions, the Service shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Payee any previously misdirected transactions, and, if applicable, for any late payment related charges.

Exclusions of Warranties.
The Service and related documentation are provided "as is" without any warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

Password and Security.
A login ID and password are used to initiate transfers and payments through the Services. You authorize us to follow any instructions entered through the Service using your ID and password. Because your password can be used to access money in your accounts, you should treat the password with the same degree of care and secrecy that you use to protect cash and other sensitive personal financial data. You agree not to give service account access to any unauthorized individuals. You acknowledge that said security procedures are commercially reasonable. You authorize and direct the Bank to transfer funds on the basis of the designated account numbers even if such number identifies a person or account you did not intend. If you believe that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify the Bank at once by calling us at (800) 274-4482 during normal customer service hours (Monday through Friday, 8 a.m. to 6 p.m. CST).

In the Event a Service Transaction is Returned.
In using the Service, you are requesting the system to make payments for you from your Transaction Account. If we are unable to complete the transaction for any reason associated with your Transaction Account (e.g., there are insufficient funds in your account to cover the transaction), the transaction may not be completed.

Equipment.
You are responsible for obtaining, installing, maintaining, and operating all equipment used to perform transfers and payments through the Service. We will not be responsible for any errors or failures from the malfunction or failure of your equipment.

Cost of the Basic Service for Business Account Holders.
The basic online banking feature is available to business account holders free of charge. When you enroll for the additional cash management modules, the cost of the basic banking feature increases to $45.00. The monthly fee will be debited to your primary account. The advanced Cash Manager features are available for a basic fee of $45; other electronic services may be added to Cash Manager for an additional fee.If you are interested in receiving the additional cash manager modules described below, contact the E-Banking Department to have your account changed to a Business Analysis account.

Cost of the Basic Service for Business Analysis Account Holders.
The basic online banking feature is available to all business account holders.There is no cost for basic online banking for Free Small Business Checking, Business Growth Checking and Interest Plus Checking accounts that were opened on or after January 28, 2008.The basic on-line banking fee for all other business accounts is $5 for one Login ID or $12 for multiple Login ID’s.

Cost of the Bill Payment Feature.
Online Bill Pay is available to all business checking account holders.Online Bill Pay may not be used to make payments from a business money market account. Business Growth Checking accounts may use the Bill Pay feature to make unlimited payments with no monthly charge or per item charge.Free Small Business Checking and Interest Plus Checking accounts that were opened on or after January 28, 2008 may make up to 15 payments per statement cycle through the online Bill Pay feature at no charge; the account will be charged a fee of $0.50 per payment in excess of the first 15 per statement cycle.The Bill Pay fee for all other business accounts is $5.95 per month with no additional Bill Pay charge for the first 15 payments per statement cycle; the account will be charged a fee of $0.50 for each additional payment after the first 15.The bill pay fees detailed on your monthly statement will be for the activity in the prior calendar month.

Availability of Treasury Management Services.
Advance Treasury Management may be used by business account holders to access the Treasury Management service modules which include: bill pay, payroll, collections, positive pay, EFT tax payments, Automated Clearing House (ACH) payments, ACH receipts, wire transfer, and order currency. Advanced Treasury Management is available for $45 per monthly statement cycle.EFT tax payment is available for $6 monthly statement cycle; each other Treasury Management service module is $12 per monthly statement cycle.Other service fees will continue to be charged in accordance with the Bank’s fee schedule.

Alterations and Amendments.
The terms of this Agreement, applicable fees, and service charges may be altered or amended from time to time. In such event, you shall receive a written notice as required by regulation at your address as it appears on the Bank's records. Any use of the services after you receive the notice of change will constitute your agreement to such change(s). Further, from time to time, the Bill Payer service may be revised or updated, thus rendering prior versions of the service obsolete. Consequently, the Bank reserves the right to terminate this Agreement as to all such prior versions of the Bill Payer programs, services, and/or related material and limit access to the Service's more recent revisions and updates.

Address or Banking Changes.
You agree to provide us with prompt notification of any address change. Send your written notice to: Bank of the Ozarks, Branch Support Department, P.O. Box 196, Ozark, AR 72949.

Termination or Discontinuation.
In the event you wish to discontinue the Service, you must contact the On-Line Banking Department in writing. Written notice of service discontinuance must be supplied ten (10) days prior to the actual discontinuance date and must be sent to: Bank of the Ozarks E-Banking Dept., P.O. Box 196, Ozark, AR 72949 or ebank@bankozarks.com. The Bank may terminate Service to any one at any time. Neither termination nor discontinuance shall affect your liability or obligation under this Agreement.*

Merchant or Payee Limitation.
The Bank reserves the right to refuse to pay any person or entity to whom you may direct a payment. The Bank is obligated to notify you promptly if it decides to refuse to pay a person or entity designated by you. This notification is not required if you attempt to pay tax or court related payments, which are prohibited under this Agreement.

Information Authorization.
Your enrollment in the Service may not be fulfilled if the Bank cannot verify your identity or other necessary information. Through your enrollment in the Service, you agree that the Bank reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that the Bank reserves the right to obtain financial information regarding your account from a merchant or financial institution to resolve payment-posting problems.

Disputes.
In the event of a dispute regarding the Service, you and the Bank agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Bank which supersedes any proposal or prior agreement, oral or otherwise, and any other communications between you and the Bank relating to the subject matter of this Agreement. If there is a conflict between what one of the Bank's employees says and the terms of this Agreement, the terms of this Agreement shall control.

Assignment.
You may not assign this Agreement to any other party. The Bank may assign this Agreement to any future, directly or indirectly, affiliated company. The Bank may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

No Waiver.
The Bank shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank. No delay or omission on the part of the Service in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

Captions.
The captions of Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions for this Agreement.

Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas without regard to its conflicts of laws provisions.

Definitions.

"Authorize Transactions" is a security feature specially designed to provide dual control capacity for all cash management services. Using this feature, different security levels can be established within a company.

"Business Day" means every day except Saturdays, Sundays, and most legal holidays.

"Collections & ACH Receipts." Collections is a tool to collect recurring dues, fees or invoices from members or clients. This service creates a batch of ACH debits that can be scheduled for the next business day or a future date to automatically charge any checking account or savings account authorized by the member/client for the amount owed to you. ACH Receipts is a single entry version of the Collections system. It is a way to create an ACH debit to transfer funds from another financial institution and deposit those funds into your account. This is commonly referred to a Cash Concentration Debit.

"EFT Tax Payments" is similar to the ACH Payment service. A tax payment transaction is formatted to send funds directly to the Internal Revenue Service for federal tax payments.

"Fast Pay Clearing" is a unique feature related to the bill payment service that we offer to our business customers. Fast Pay Clearings allows you to accept payments from your customers via a credit to your deposit account. You can review the in-coming payments with either the view or faxed report feature.

"Order Currency" allows the company to submit an order for coin and currency. You indicate on what date and at which branch the order will be picked up.

"Payroll & ACH Payments." Payroll allows you to originate ACH credits in a batch mode. Money will be deducted from your account for the total of the batch when submitted. Batches must be submitted two days before settlement. ACH Payments is similar to the Payroll service, but represents a single item instead of a batch of items. This is an easy way to send a payment to a vendor using the ACH processing systems.

"Payment Date" means the day the payee is scheduled to receive the payment and your account will be debited for the amount of the bills you select to pay. We recommend you schedule your payments 5 business days before their actual due date.

"Send a File." If your company has accounting software that allows you to create an ACH file, you can transmit that file to the bank using the Send a File feature.

"Site" means the Bank of the Ozarks website at http://www.bankozarks.com.

"Supervisor Functions" allow companies to manage the risk and security of their accounts.The Company can designate specific access rights to different groups of employees and can establish dual controls, allowing one user to draft payments while another user authorizes the payments.

"Transaction Account" means your Bank of the Ozarks business checking.It does not include a business savings or business money market account.

"Wire Transfer Requests" provides a secured web form that you can complete to provide the necessary information for submitting outbound wiring instructions to the bank. Wire transfers are processed soon after you submit your request.

*Your access to the bill pay service will be terminated after three consecutive months of inactivity.

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