TERMS AND CONDITIONS OF YOUR DEPOSIT ACCOUNT

By making or maintaining a deposit with us, and in consideration of our accepting your deposit and/or opening or maintaining a deposit account for you ("Account"), you agree to these Terms and Conditions Of Your Deposit Account ("Terms and Conditions"). These Terms and Conditions govern the operation of your Account unless varied or supplemented in writing by us. As used in these Terms and Conditions, the words "we" "your", "us," or "Bank" mean New South Federal Savings Bank, and the words "you" or "your" mean the Accountholder(s). The term "Authorized Signer" means any person referenced in paragraph 4 and any other person authorized by you or by law to act for a depositor with respect to your Account. The term "item" includes, without limitation, a check, draft, negotiable order of withdrawal, note, withdrawal slip, oral payment or withdrawal order made by telephone or in person or by messenger, ACH debit or credit, and a withdrawal or transfer order initiated through an automated teller machine, point of sale terminal, computer, or other electronic device. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so that the singular includes the plural and the plural includes the singular.
These Terms and Conditions are an important part of your deposit agreement with us. Please read these Terms and Conditions and keep them for future reference.

1. Liability. Each of you agrees, for yourself (and the person or entity you represent if you sign as a representative of another) to these Terms and Conditions and to the Fee Schedule indicating the charges that may be imposed. You authorize us to deduct such charges as accrued directly from your Account balance. You also agree to pay additional reasonable charges we may impose for services you request which are not contemplated by these Terms and Conditions. Each of you also agrees to be liable for any Account deficit resulting from charges or overdrafts, whether caused by you or another person authorized to withdraw from your Account, and the cost we incur to collect the deficit, including, to the extent permitted by applicable law, our reasonable attorney’s fees. The obligation of all depositors under these Terms and Conditions is joint and several.

2. Deposits. Any item or money received by us for deposit or collection before the close of business on any banking day at our office where the item or money is accepted will be deemed to have been received by us on that banking day. In the case of deposits made at an automated teller machine, the cut-off hour posted at that particular automated teller machine will apply. Any item or money we receive in any manner (1) after the cut off time for deposits made at an automated teller machine, (2) after the close of business on a banking day for deposits made at our office, or (3) on a day that is not a banking day under applicable law may be deemed to have been received by us on our next banking day. Any items, other than cash, accepted for deposit (including items drawn "on us") will be given provisional credit only until collection is final, even if the amount credited to your Account is or becomes subject to immediate withdrawal or is in fact withdrawn before we receive final payment. We are not responsible for transactions initiated by mail or by an outside depository or automated teller machine until we actually record them. If you fail to indorse an item that you submit for deposit, we have the right, but not the obligation, to supply the missing indorsement. You agree to reimburse us for any loss or expense we incur because you fail to indorse an item exactly as it is drawn. We may, at any time in our sole discretion, refuse to accept deposits or impose limitations on amounts of deposits we will accept, without notice or obligation to you, unless otherwise required by applicable law.

3. Collection of Items. If any item has been paid by the financial institution on which it is drawn or through which it is payable, and that financial institution, or the drawer of the item, or any collecting bank later returns the item to us claiming that it was altered, forged, or unauthorized and that it should not have been paid for any other reason, we may withhold the availability of the amount of that item from the Account balance until the claim is finally resolved. If we do not receive final payment for any item within a reasonable time, we may charge back the item to your Account. We may accept any return item and charge back the item to your Account without regard to whether the other financial institution returned the item before its deadline to do so. If the amount of the final payment we receive for any item is less than the amount provisionally credited to your Account, we may charge back the difference to your Account. In addition, we may charge back all or any part of the item to your Account, even if doing so results in or causes an overdraft to your Account, and whether or not the item can be physically returned to you. You waive notice of dishonor in connection with any item which is not finally paid in full and which we charge back to your Account. If we charge back all or part of any item, you agree to pay us our service charge for returned items. If any item is deposited again after having been previously returned to us, you agree to pay an additional charge each time the item is deposited to your Account and is not finally paid in full. We will not be liable for the insolvency, neglect, misconduct, mistake, or default of another financial institution or person or for the loss or destruction of an item in the possession of others or in transit. Our only obligation is to exercise ordinary care in the selection of those agents and subagents employed directly by us.

4. Withdrawals. Unless otherwise clearly indicated on the Account records, any one of you who signs the signature card for this Account, including authorized signers, may withdraw or transfer all or any part of the Account balance at any time. Each of you authorizes each other person signing the signature card to endorse any item payable to you or your order for deposit to this Account or any other transaction with us. Withdrawals will first be made from collected funds, and we may, unless otherwise prohibited by law, refuse any withdrawal request against uncollected funds. We reserve the right to refuse any withdrawal or transfer request, which is attempted by any method not specifically permitted by us, which is for an amount less than any minimum withdrawal requirement, or which exceeds any frequency limitation for the Account. You authorize us to pay, transfer or withdraw funds from the Account on the order or request of each person whose name is recorded on the signature card, or deposit agreement, or any amendment to any of them, for that purpose and on the order or request of any attorney-in-fact, designated agent, guardian, social security representative, or other personal representative of any such person and any conservator, curator, or custodian of such person's property, without regard to the ownership or original source of the funds on deposit and without any requirement that we first notify any other depositor or authorized signer. You authorize us to honor orders or requests to pay, transfer or withdraw funds received by us from any such person in writing, orally (including by telephone), or by electronic means. We may, in our discretion, honor any item where the account to be charged is not accurately described or the signer's name or signature is in a form different from that on our records of persons authorized to sign, or we may refuse to pay the item. We may refuse any check or other item drawn against your Account or used to withdraw funds from your Account if it is not on a form approved by us. We also reserve the right to refuse a check or other item drawn against your Account or used to withdraw funds from your Account if made in a manner not specifically authorized for your Account, if made more frequently or in a greater number than specifically permitted for your Account, or if made in an amount less than the minimum withdrawal or transfer specifically permitted for your Account. On interest-bearing accounts, other than time deposits, we reserve the right to require at least seven days’ written notice before any withdrawal or transfer. Withdrawals from a time deposit prior to maturity or prior to the expiration of any notice period may be restricted and may be subject to a penalty. See the Truth-in-Savings Disclosure for your Account for information on penalties.

5. Direct Deposits. If we are required to reimburse the Federal Government for all or any portion of any benefit payments that are deposited into your Account through a direct deposit plan for any reason, you agree that we may, without prior notice to you, deduct the amount returned to the Federal Government from your Account or from any other account you have with us, unless such deduction is prohibited by law. This right is in addition to any other rights we may have under these Terms and Conditions, including our right of setoff and our security interest in your Account.

6. Chargebacks. If we do not receive final payment for any item within a reasonable time, including, without limitation, if any item is returned to us by any financial institution or becomes lost after it leaves our premises, we may charge back the item to your Account. We may accept any returned item and charge back the item to your Account without regard to whether the other financial institution returned the item before its deadline to do so. If the amount of final payment we receive for any item is less than the amount provisionally credited to your Account, we may charge back the difference to your Account. We may charge back all or part of any item to your Account even if doing so results in or causes an overdraft to your Account and whether or not the item can be physically returned to you. You waive notice of dishonor in connection with any item which is not finally paid in full and which we charge back to your Account. If we charge back all or part of any item, you agree to pay us our service charge for returned items. If any item is deposited again after having been previously returned to us, you agree to pay an additional charge each time the item is deposited to your Account and is not finally paid in full. With respect to each item we receive from you (other than items drawn on us), we and any other financial institution, courier, or other person who handles the item are your agent or subagent. You authorize us, in our discretion, to pursue collection of any item on your behalf, including sending the item a second time or allowing the financial institution on which the item is drawn or through which it is payable to hold the item beyond its deadline to return it in an effort to obtain payment. Each deposit you make with us will become available for withdrawal or for payment of items in accordance with our Schedule of Funds Availability, as amended from time to time, subject to our right to apply the deposit to any debt you or any other depositor or authorized signer owe to us, and subject to any timely notice or knowledge of any legal process, legal proceeding, or adverse claim to the Account. We may require you to complete and sign a withdrawal slip and furnish us identification acceptable to us before we allow you to make a withdrawal.

7. Authorized Signatures; Additional Information on Items. If you have authorized the use of a facsimile signature device, we may honor any check or other signed instruction that bears or appears to bear your facsimile signature on file with us even if it was made by an unauthorized person or with a counterfeit facsimile device. You assume the entire risk that the facsimile signature or device will be used improperly or by an unauthorized person. In the absence of any separate written agreement with us concerning the requirement of more than one authorized signature on a check or other item drawn on your Account, we may honor any check or other item drawn against your Account so long as it contains at least one authorized signature. We are not required to honor any restrictive legend, condition, or additional information other than information described in paragraph 9 of these Terms and Conditions on any check or other item drawn on your Account.

8. Attorneys in Fact and Other Agents. You may appoint one or more attorneys-in-fact or other agents to act to the fullest extent that you may act regarding this Account, and you will be bound by the acts of the attorney-in-fact or agent. We may require that powers of attorney or agency designations be executed on forms furnished by us before we recognize the attorney in fact as agent for you. On multi-party Accounts, any depositor may appoint one or more attorneys-in-fact or other agents without notice to or consent of any other depositor, and no other depositor will have the authority to revoke or limit the power of attorney or agency designation made by another depositor. You agree that we are authorized to follow the directions of your attorney in fact or other agent regarding your Account until we receive written notice of the revocation or termination of such attorney-in-fact or agent and have a reasonable time to act upon such notice.

9. Payment of Items. We will not be obligated to you for any failure or delay in the payment of any item drawn on your Account which is presented for payment before a deposit becomes available for withdrawal unless the item is otherwise properly payable and there is a sufficient balance of available funds in your Account to pay the item without regard to the deposit. We are not required to examine the balance of available funds in your account more than once to determine whether an item drawn on it is to be paid or returned unpaid, even if other funds are credited or become available for withdrawal after we examine the Account balance. We are not required to examine each item before paying the item. You agree that in paying an item drawn on your Account, we may disregard all information on the item other than the drawer’s signature, and the Account number and amount of the item as encoded on the item in magnetic ink, except where the amount of the item is incorrectly encoded and we made the encoding error. If two or more items are presented for payment from this Account on the same day, we may pay or charge the items to your Account in any order without regard to any contrary instructions from you, even if paying a particular item or items results in an insufficient balance in this Account to pay one or more other items that otherwise could have been paid. We may pay items on which we are liable, and obligations, fees and charges you or any other depositor or authorized signer owe us under these Terms and Conditions or otherwise, and we may set off against the Account, before we pay any other item. If an item was initiated at a point of sale terminal, you agree that we may charge the amount of such item to your Account or place a hold on the available funds in your Account in the amount of such item immediately upon authorization of the point-of-sale transaction.

10. Overdrafts. We may return unpaid any item drawn against insufficient or unavailable funds, or, in our discretion, we may (but are not obligated to) pay the item or permit the withdrawal even though the payment or withdrawal causes an overdraft in the Account. Even if we pay one or more items by creating an overdraft from time to time, we are not obligated to pay any other item, and you should under no circumstances rely on us to honor any item when there are not sufficient available funds in your Account to cover the item. If we do pay an overdraft, we will collect the amount of the overdraft from future deposits to the Account. If an item is presented for payment or withdrawal from your Account at a time when there are insufficient available funds in your Account to cover the item in full, you agree to pay us our service charge for items drawn against insufficient or unavailable funds whether or not we pay the item or permit the withdrawal. If any item is presented again after having previously been returned unpaid by us, you agree to pay an additional charge each time the item is presented for payment and the available funds in your Account are insufficient to pay the item. You waive notice of the return of any unpaid item and notice of the imposition of any insufficient or unavailable funds charge. You promise to pay us on demand the amount of each overdraft, plus any late charge and return item fee shown on our Fee Schedule at the time of the overdraft. If you do not pay us the amount of the overdraft and any late charge and return item fee on it on demand, you agree, to the extent allowed by applicable law, to pay all expenses, including collection agency fees and reasonable attorneys' fees, we incur in collecting those amounts. You agree that you will be personally liable for payment to us of all overdrafts on your Account and any interest or late charges thereon, regardless of which depositor or authorized signer created the overdraft and whether you know of or benefited from the overdraft.

11. Stop Payments. You may stop payment on any paper item drawn on your Account by giving us the Account number, the item number, the date of the item, the payee of the item, the exact amount of the item, and any other information that we may request, and by paying us our stop payment charge. It is essential that the information you give us is accurate. If you give us incorrect information that prevents us from identifying the item, you agree that we will not be liable to you for paying the item on which you want to stop payment. To be effective, your stop payment order must be received by us in time to permit us a reasonable opportunity to act on it before our stop payment cut-off time. A stop payment order with respect to an item will remain in effect for six (6) months after the date you initially notify us to stop payment of an item, unless you revoke the stop payment order in writing. The stop payment order will expire six (6) months after the date the order first became effective, unless you notify us in writing that you want to renew the stop payment for an additional six (6) month period. Our stop payment fee is charged at the time of the initial request and for each six (6) month renewal that you request. The amount of this fee will be that which we are charging for stop payment orders at the time this fee is due as shown on our Fee Schedule. On Accounts having more than one depositor or authorized signer, any depositor or authorized signer may stop payment of any item drawn on the Account even though the depositor or other signer issuing the stop payment order is not the person who signed or initiated the item or authorized the withdrawal and even if the signature of more than one person is required to draw on the Account. You agree to indemnify us and hold us harmless from and against any loss, damages, and expenses (including attorneys' fees) we may incur by reason of our refusal to pay any item upon which you have stopped payment. The person who stops payment on an item agrees to indemnify each depositor or authorized signer who signed or initiated the item or authorized the withdrawal against all claims and damages arising out of the stopping of payment.

12. Stale Checks. We may, in our discretion and without notice or obligation to you, either pay or return unpaid any check which is presented to us for payment more than 6 months after the date of the check.

13. Statements. The Bank will provide to you, either by mail or, if you have agreed to receive electronic statements, electronically, a statement for your Account with us. The statement of your Account will be sufficient for all purposes if it describes each paper item by item number, amount, and date of payment. If you use paper items that do not contain the item number in magnetic ink which complies with banking industry character recognition standards, the statement will be sufficient if it describes each paper item by amount and date of payment. Unless otherwise agreed in writing, the original item need not accompany the statement, and we may destroy the original item at any time. You agree to examine each statement of your Account and any items or images of items that accompany such statement with reasonable promptness to determine whether the statement contains any error and whether any payment from your account was not authorized. You agree to notify us promptly of any error or unauthorized payment and the relevant facts. The statement is considered correct unless you notify us promptly after any error is discovered. If you fail to notify us with reasonable promptness of any error on the statement or any unauthorized payment from your Account, we will not be liable to you (1) for the error or for paying the unauthorized item (if we also suffered a loss or would suffer a loss if we were to re-credit your account) because of your failure to notify us, and (2) for paying any other item that contains an alteration or unauthorized signature made by the same wrongdoer, if we pay the item before we receive notice from you of the unauthorized signature or alteration and after you have had a reasonable period of time, not exceeding 30 days after the statement date, in which to examine the item or image or statement of account and notify us. In either case, if we failed to exercise ordinary care or act in good faith in paying the item, the extent of our liability, if any, will be determined under the loss allocation rules of the Uniform Commercial Code and other applicable statutes that expressly govern deposit accounts. You agree that, without regard to care or lack of care by you or by us, and whether or not the original items or an image of the items accompanies the statement, and whether or not you have notified us of the error or unauthorized payment with reasonable promptness, we will not be liable to any extent for any error or for paying an item that contains an alteration or an unauthorized or missing signature if you did not, within the applicable time period set forth below, both (i) report the error or the alteration or unauthorized or missing signature to us, and (ii) in the case of an unauthorized payment, complete, sign and deliver to us a notarized affidavit relating to each such item that identifies the item by date, amount, and item number (if any) and specifies, in reasonable detail, either that (A) the item has been altered or the signature of the purported drawer of the item is forged or otherwise unauthorized or (B) the item is counterfeit. You must report the error or unauthorized payment and deliver the affidavit within 60 days after the statement date of the statement on which the error occurred or the item was first posted to your account, if the error appears on the statement or the alteration or unauthorized or missing signature is on the face of the item, or within 180 days after the statement date if the alteration or unauthorized or missing signature is on the back of the item. You also agree to assist in identifying and cooperate in the prosecution of any person who is suspected of having made the alteration, forgery, or counterfeit item. Different rules and time periods may apply to items that are electronic fund transfers.

14. Preauthorized Items. If you give information about your Account (such as our routing number and your Account number) to any person seeking to sell you goods and services, or any bill paying service, telemarketer, or any person who represents to you that in the course of its business it presents unsigned items for payment or initiates transfers from its customer’s accounts, any item initiated by that person will be deemed authorized by you and may be charged to your Account. You assume the entire risk that the information you furnished to any such person will be used improperly or by an unauthorized person.

15. Errors and Adjustments. We may correct any error made by us in crediting or debiting your Account by making the appropriate adjustment to your Account balance. You agree to promptly repay us and any amount credited to your Account in error, and you authorize us to debit your Account to obtain payment of any erroneous credit.

16. ACH and Wire Transfers. These Terms and Conditions are subject to Article 4A of the Uniform Commercial Code. If you originate a funds transfer for which Fedwire is used, and you identify by name and number a beneficiary financial institution, an intermediary financial institution or a beneficiary, we and every receiving or beneficiary financial institution may rely on the identifying number to make payment. We may rely on the number even if it identifies a financial institution, person or account other than the one named. You agree to be bound by applicable automated clearinghouse association rules. These rules provide, among other things, that payments made to you, or originated by you, are provisional until final settlement is made through a Federal Reserve Bank or payment is otherwise made as provided in Article 4A-403(a) of the Uniform Commercial Code. If we do not receive such payment, we are entitled to a refund from you in the amount credited to your Account and the party originating such payment will not be considered to have paid the amount so credited. If we receive a credit to an account you have with us by wire or ACH, we are not required to give you any notice of the payment order or credit.

17. Death or Incompetence of the Depositor. Neither the death nor the incompetence of any depositor or authorized signer will revoke our authority to accept, pay, or collect items until we have actual knowledge of the event and a reasonable opportunity to act on it.

18. Legal Process. If we receive a writ of garnishment, levy, attachment or other legal process with respect to any depositor, we may answer the writ or other process "indebted" and we may pay to the person designated to receive payment on Account of such writ or other process all or any part of the amount on deposit to the Account necessary to respond to the writ or other process without regard to the ownership or original source of the funds on deposit and without requirement that the writ or other process name all of the depositors, rather than only some of them, and without notice or obligation to any depositor or authorized signer before responding to the writ or other process. We will not be liable to you for any sums you may be required to pay for such legal process, even if paying the money from this Account leaves insufficient funds to pay any item(s) you may have written or authorized. You agree to pay our fee for responding to the legal process and to reimburse us for all expenses, including reasonable attorneys’ fees, we incur in connection with any legal process, and you authorize us to debit this Account for those amounts without notice or obligation to you. To the fullest extent allowed by law, any garnishment, attachment or other levy against the Account is subject to our right of setoff and our security interest.

19. Ownership of Account.
(A) Alabama law, which governs your agreement with us regarding the terms of this Account, specifically provides for rights at death and beneficial ownership as between the parties or as between the parties and beneficiaries and applies only to controversies between those persons and their creditors and other successors, and does not apply to the rights of those persons to payment as determined by these Terms and Conditions. We make no representations with regard to the appropriateness or effect of the ownership and beneficiary designations specified by you with respect to this Account.

(B) Multiple Party Accounts - When any account is held in the names of or for the express benefit of two or more natural persons, whether as a joint account with right of survivorship (and not as tenants in common), as a revocable trust or payable on death account, or as a trust account established by the terms of the account where the sums on deposit to the account are the sole subject of the trust, the provisions of this paragraph, as supplemented by Alabama law, shall apply to the Account:

(i) Each depositor hereby appoints the other(s) and any other authorized signer(s) as his or her attorney-in-fact with power to deposit funds to the account, withdraw funds from the Account, issue stop payment orders and renewals or revocations of such orders, make special agreements concerning the Account, add or delete other depositors or additional signers, close the Account and receive the balance of funds on deposit, assign or pledge the Account, and endorse any item payable to any other depositor or to the order of any other depositor, or payable jointly to any other depositor and to any other person, and either deposit the item in the Account or receive all or any part of the item in cash, and each depositor guarantees the signature of each other depositor and authorized signer. We are not bound to honor the exercise of such authority by any depositor, but we may do so in our sole discretion.

(ii) Upon the death of one or more of the depositors, we may pay all sums now or hereafter credited to the Account, to, or at the order or request of, any surviving depositor or authorized signer, or as otherwise provided by these Terms and Conditions or by applicable law, without regard to the ownership of the deposited funds, and thereby be discharged from further liability for the sums on deposit to the Account, whether or not the payment is consistent with the ownership rights of depositors, the payable on death or trust beneficiaries, or the heirs or personal representatives of any of them.

(iii) We may at our election require depositor or authorized signer on a multi-party account who desires to remove another depositor from the Account to close the existing Account and open another account.

(iv) A multi-party account may be paid, on request, to any one or more of the persons who, by the terms of the Account, have a present right, subject to request, to payment from the Account or to any other authorized signer on the Account. We will not be required to inquire as to the source of funds received for deposit to a multi-party account, or to inquire as to the proposed application of any sum paid from the Account, or to establish the net contributions of the parties to the Account.

(v) Any sum on deposit in a multi-party account may be paid, on request, to any depositor or authorized signer without regard to whether any other depositor or authorized signer is disabled, incapacitated or deceased at the time the payment is requested and without regard to whether the person making the request survives another party.

(vi) A payable on death account may be paid, on request, to any depositor or authorized signer. A payable on death beneficiary has no right to the sums on deposit during the lifetime of any depositor, and any depositor may change or revoke the payable on death beneficiary designation on the Account at any time on forms provided by us for that purpose. Payment may be made, on request, to the payable on death beneficiary or to the personal representative of a deceased payable on death beneficiary if proof of death is presented to us showing that the payable on death beneficiary survived all persons named as depositor on the Account. Payment may be made to the personal representative of a deceased depositor if proof of death is presented to us showing that the deceased depositor was the survivor of all other persons named on the Account either as depositor or as payable on death beneficiary.

(vii) A trust account in the name of one or more natural persons as trustees for one or more beneficiaries, if the relationship is established by the terms of the Account and there is no subject of the trust other than the sums on deposit for the account, may be paid, on request, to any trustee. A beneficiary of such an Account has no right to the sums on deposit during the lifetime of any trustee, and any trustee may change or revoke the beneficiary designation on the Account at any time on forms provided by us. Payment may be made, on request, to the beneficiary or the personal representative of deceased trustee if proof of death is presented to us showing that the deceased trustee was the survivor of all other persons named on the account either as trustee or as beneficiary.

20. Adverse Claims to the Account. In the event of any dispute with respect to this Account and in the event of any actual or potential adverse claim to this Account, we may refuse to pay any funds from this Account for a reasonable time, without advance notice to you, whether or not the adverse claimant has complied with the requirements of any statute regarding adverse claims to deposits, and/or we may interplead the funds in the Account in a court of appropriate jurisdiction. You agree to reimburse us for all expenses, including reasonable attorneys’ fees, we incur in connection with any dispute or claim and you authorize us to debit the Account for such amounts, without advance notice to you. If the Account becomes involved in legal proceedings, we may limit your right to use this Account until the dispute is resolved.

21. Setoff; Security Interest. We have the right (without prior notice and when permitted by law) to setoff against your Account any indebtedness you owe us, at any time before or after your death, disability, or incompetence, without any further notice or obligation to or demand on you and whether the indebtedness to us is now existing or hereafter arises. This means we can charge any indebtedness to your Account even if an overdraft, dishonor of an item or items, or interest penalty results. As used in these Terms and Conditions, the term "set-off" includes the exercise of the right of recoupment. When any account is held in the name of two or more depositors, whether jointly or as tenants in common or as tenants by the entireties, you agree that we may setoff against the Account any indebtedness owed to us by any one or more of the depositors without regard to the joint or several ownership of the funds on deposit to the account or the original source of those funds or any statutory presumption regarding ownership and without requirement that the debt be owed to us by all of the depositors rather than only some of them. We will not setoff if (a) the account is an individual retirement account or other similar tax deferred retirement account, (b) the indebtedness arose from a consumer credit transaction under a credit card plan and we do not have a judgment against you or an attachment or other court order against the funds (but we may exercise our consensual security interest), or (c) our claim is against you individually, you hold the Account in a bona fide representative capacity only, and the Account name indicates your representative capacity. We will not be liable for the dishonor of any item that occurs because we setoff against the Account. YOU AGREE TO HOLD US HARMLESS FROM ANY CLAIM ARISING AS A RESULT OF THE EXERCISE OF OUR RIGHT OF SET-OFF. In addition to our right of set-off, you grant us a security interest in all funds deposited to the Account at any time to secure the payment and performance of all obligations of any or all depositors to us, whether now existing or hereafter arising, except any obligation incurred by an individual depositor primarily for personal, family or household purposes.

22. Inactive Accounts. We may, in our discretion, impose a dormant or inactive account charge as provided in our Fee Schedule in addition to the usual service charges with respect to the Account (a) if no deposits or withdrawals have been made during the periods of time specified in our Fee Schedule or (b) as permitted or required by applicable law.

23. Service Charges. You agree to pay us the service charges and other charges listed in our Fee Schedule from time to time. You agree that any of the charges may be changed by us from time to time as provided in these Terms and Conditions. You agree that we may debit all such charges provided for in these Terms and Conditions and the Fee Schedule, as well as charges for the purchase of checks, drafts, and other items purchased by you from or through us, to your Account when due without further notice or obligation to you, or we may collect them directly from you, in our discretion.

24. Form of Checks. If you purchase checks from another vendor, you agree and warrant that all checks used on this Account will meet the standards of the Federal Reserve System and the U.S. Banking industry and will be free from claims of infringement, and you agree to hold us harmless from claims of infringement and the cost of defending those claims, including reasonable attorneys’ fees, whether or not the claims have any merit. We may, in our discretion, refuse to pay or process any check which we deem to be on an unacceptable form or in breach of your warranties.

25. Placement of Endorsement. Your endorsement and any other endorsement you place on the back of each check or other item must not extend into the space reserved for banks’ endorsements. You agree not to place any writing on any item you deposit with us or draw on us in the space where we or other banks are required to place our endorsements and you agree to indemnify us against any liability, obligation, cost, and expense (including reasonable attorneys’ fees) we incur on any item as a result of the placement by you or any authorized signer of any endorsement or other writing in the space where any bank’s endorsements must be placed.

26. Amendments and Termination. We may amend these Terms and Conditions and our Fee Schedule from time to time. Each amendment will be effective upon notice to you given as provided in this paragraph, or as otherwise required by applicable federal, state, or local law or governmental regulation. If no federal, state or local law or governmental regulation applies to the amendment of these Terms and Conditions, or the Fee Schedule, such amendment will be effective upon notice to you, given by our either posting the amendment or amended Terms and Conditions on our website for not less than ten (10) calendar days prior to the effective date of the amendment or mailing or otherwise delivering a copy of the amendment or the amended Terms and Conditions or Fee Schedule to you not later than ten (10) days prior to the effective date of such amendment. Any of these Terms and Conditions which may in any manner conflict with regulations now or hereafter issued by any controlling supervisory banking authority or clearinghouse will automatically be deemed amended to the extent necessary to make them conform to such regulations as of the effective date of the banking authority’s regulations or clearinghouse’s rules and will binding on you without necessity that we formally amend these Terms and Conditions. We reserve the right, at any time and in our sole discretion, to close your Account with us, and mail or deliver to you one or more checks in the amount of available funds in your Account. If you exceed any applicable transaction limitation set by federal regulations for your money market, deposit or savings account, we will, at our option, either close your Account, discontinue the transfer and draft features of your Account, or change your Account to another type of account you are eligible to maintain. If your Account is closed at any time when any accrued interest has not yet been credited to your Account, we reserve the right not to pay such accrued but uncredited interest. If your Account is closed, these Terms and Conditions will remain in effect until all items drawn on your Account or authorized to be paid from your Account have been paid and accounted for and all sums you owe us or we owe you under these Terms and Conditions have been paid in full. The provisions of these Terms and Conditions for indemnification by either you or us, and for arbitration of disputes, will survive the closing of your Account. If your Account is closed at a time when any point of sale transaction has been authorized by us but not yet paid, we may withhold the amount of the transaction until the earlier of the time the item is presented or paid by us or the time you furnish us evidence satisfactory to us, in our sole discretion, that the transaction was not completed and the item will not be presented for payment from your Account. If the amount of the transaction exceeds the amount authorized or withheld, you agree to immediately pay us the difference. If the amount that we pay is less than the amount authorized or withheld, we will pay you the difference.

27. Additional Terms. This Agreement incorporates your agreement and consent to the Terms and Consent Applicable to Electronic Signatures, Electronic Contracts, Electronic Records, Electronic Mail ("E-Mail"), Facsimile and other Electronic Services and Communications. Additionally, these Terms and Conditions, the Fee Schedule, any disclosure statement provided to you for your Account and any signature card for our Account are all a part of your deposit agreement with us for your Account.

28. Governing Law. This Agreement shall be governed by the laws of the United States and the laws of the State of Alabama, without regard to Alabama’s rules regarding conflict of laws and without regard to your state of residence.

29. Arbitration. All disputes, controversies or differences between the parties which arise under or are related to these Terms and Conditions (including, without limitation, the construction, performance or breach of any agreement) upon which an amicable understanding cannot be reached within 30 days shall, upon the written request of either party, be settled and determined by arbitration in accordance with the Commercial Arbitration Terms and Conditions of the American Arbitration Association, and judgment upon the award entered by the arbitrators may be entered in any court having jurisdiction of these matters.
The parties agree to arbitrate within 30 (thirty) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. The two arbitrators so appointed shall thereupon select the third arbitrator. If either party shall fail to appoint an arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of this appointment, then, in either event, the president of the American Arbitration Association or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators.
A decision of the majority of the Court of Arbitrators shall be provided within twenty (20) days of the applicable hearing and shall be final and binding. The Court of Arbitrators shall not be bound by legal rules of procedure and may receive evidence in such a way as to do justice between the parties. The Court of Arbitrators shall promptly enter an award which shall do justice between the parties and the award shall be supported by a written opinion. The cost of arbitration, including the fees of the arbitrators, but not including attorney’s fees, shall be borne by the losing party unless such Court of Arbitrators shall decide otherwise.
It is agreed that this provisions of these Terms and Conditions relating to the arbitration of disputes hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and to the extent not in conflict with the Federal Arbitration Act, by the Commercial Arbitration Rules of the American Arbitration Association.

30. Assignment. No assignment or other transfer of the Account by you, whether by assignment as security for a debt or otherwise, other than security interest granted to us or our affiliated entities, will be binding on us unless acknowledged by us in writing, and in any event, the Account will remain subject to our right of setoff with respect to obligations and defaults occurring both before and after we receive notice of the assignment. Your Account may not be transferred without our written consent and accounts are transferable only on our records. We may require that your Account be closed and a new account opened in order to transfer ownership of the Account. For multi-party accounts where only one signature is required, the assignment of the Account by one depositor or authorized signer will be binding on all depositors.

31. Notices. Any notices, amendments, or statements will be binding on you if sent to your address (whether electronic or mailing) shown on our records. You agree to provide us notice, either in writing or through our secure website, of any change in your address. For multiple party accounts, notices, amendments or statements of account sent to any one depositor will be deemed to be available and will be binding on all depositors and authorized signers. All notices sent to us must be received by us in time to afford us a reasonable opportunity to act on them.

32. Force Majeure. Except as otherwise expressly provided in these Terms and Conditions or in any other agreement we have with you, we will not be liable for any loss, cost, charge, fee, penalty, expense, claim or damage resulting from any failure or delay in performance by us due to any cause beyond our reasonable control, including, without limitation, any legal restraint, interruption of transmissions or communications, equipment, electrical or computer failure, or emergency condition, act of God, fire, storm, wind or other catastrophe, or failure or delay in performance by any third party service provider.

33. No Waiver; Miscellaneous. (a) No departure by us in any instance from any of these Terms and Conditions will be deemed a waiver by us of any provision of these Terms and Conditions with respect to any other or future event. (b) These Terms and Conditions may not be amended orally, but only as provided in these Terms and Conditions. (c) The invalidity or unenforceability of any one or more of the provisions of these Terms and Conditions will not affect the validity or enforceability of the remaining provisions of these Terms and Conditions. (d) These Terms and Conditions supplement but do not displace Articles 3, 4 and 4A of the Uniform Commercial Code or any comparable state law, and those statutes governing multi-party accounts or payment of deposits following death of a depositor, except that to the extent these Terms and Conditions constitute permissible variation of Articles 3, 4 or 4A or of those other statutes by agreement of the parties, these Terms and Conditions will control. (e) No provision of these Terms and Conditions is intended, or shall be construed, to disclaim our responsibility for our lack of good faith or failure to exercise ordinary care or to limit the measure of damages for either, except to the extent permitted by law. (f) If these Terms and Conditions conflict with any requirement of law which cannot be varied by agreement or with the provisions of any disclosure statement we have given you pursuant to the requirements of any law, such as the federal Electronic Fund Transfer Act, the federal Truth in Savings Act, or the federal Expedited Funds Availability Act, the provisions of the law or the disclosure statement will control. (g) Paragraph and subparagraph headings are included for ease of reference only and shall not be construed to alter, define, or be used in construing the text of the paragraphs or subparagraphs.

34. Sub accounts: For regulatory reporting and reserve purposes, we divide each of our checking accounts into two sub accounts: a checking sub account and a savings sub account. We may periodically transfer funds between these two sub accounts. If your checking account earns interest, your interest calculation will remain the same. If it does not earn interest, no interest will be paid on either sub account. In either case, your account will continue to operate as one account. Your account statements will not reflect the existence of the sub accounts, and our periodic reallocation of funds between sub accounts will not affect your ability to withdraw funds, the interest you may earn (if any), fees, FDIC insurance protection, or other features of your checking account.