Treasury Management Master Services Agreement Addendum (“Addendum”) for Deluxe Payment Exchange Terms

Zions Bancorporation, National Association does business through its divisions, including Amegy Bank of Texas, California Bank & Trust, The Commerce Bank of Oregon, The Commerce Bank of Washington, National Bank of Arizona, Nevada State Bank, Vectra Bank Colorado and Zions Bank (“Bank”).

You acknowledge that this Addendum is a supplement to the Bank’s Deposit Account Agreement and the Treasury Management Master Services Agreement (if applicable).

• 1.1 The Service. With this service, you agree to send a payment instruction file using the Deluxe Payment Exchange portal for processing. We will convert your payment instructions to either a digital check/e-check or a print and mail check as indicated in your file.
• 1.2 Service Parameters.
  • a) Access to Service: You will be provided a link to a private URL to enroll in the Deluxe Payment Exchange portal for this service.
  • b) Administrator Information: The person enrolling the company into the Deluxe Payment Exchange portal shall be the company administrator. The administrator is responsible for adding company users and other administrators.
  • c) Information to be Printed on Checks: You will be required to input the company name, address and other pertinent information that you want to use on your eChecks and Print and Mail checks.
  • d) Signature File(s): You will need to upload digital signatures to use on your checks at the time of set up through the Deluxe Payment Exchange portal.
  • e) Logo(s): If a logo needs to be printed on checks, you will have the ability to upload one at the time of set up.
  • f) Billing: You will be required to enter a billing account number into the portal at time of setup. All eChecks and Print and Mail checks will clear through this account. Your account must be set up on account analysis prior to using Deluxe Payment Exchange. You will be billed the standard fees included within this document monthly. The fees for your Deluxe Payment Exchange service will appear on your account analysis statement.
  • g) Enrollment Activation: Enrollment in the service is not complete until you verify the micro deposit sent to you by Deluxe.
  • h) Input File(s) and File Layout: Payment instruction files must be sent in a CSV format. You will have the ability to let Deluxe know the fields where pertinent information is located within your file at first delivery. You may also create a check run by entering the information manually for each payment.
  • i) File Transmission to Deluxe: File transmission of your payment instruction file is via the Deluxe Payment Exchange portal using a CSV file format and in some cases via SFTP to the Bank/Deluxe.
  • j) Positive Pay Service: If you would like Positive Pay setup for your account(s), please contact the Bank at 1-503-548-1000 or at clientservice@tcboregon.com.. Prior to activating the Deluxe Payment Exchange Service, the bank will setup the Positive Pay Service and you will need to send the Bank a file of any outstanding checks or enter them manually into the positive pay system. Once your positive pay service is activated at the Bank, you will need to log-in to the Deluxe Payment Exchange portal and go to ‘Account Settings’ and click ‘Share Positive Pay Data’ to enable Deluxe to share positive pay data with the Bank’s positive pay system. Deluxe will automatically send the Bank your issue file hourly to upload into the Bank’s positive pay system.
  • k) Acceptance of Terms: You must accept both the Bank and Deluxe terms in order to use the Deluxe Payment Exchange service.
• 1.3 Intellectual Property. You agree not to use Bank’s or Deluxe’s, names, logos or marks in or in connection with any invoice or other communication with your customers without first obtaining our specific prior written consent, except: (a) as may be reasonably necessary in response to an inquiry from your customer seeking to identify how a payment was processed, or (b) where Deluxe, itself has placed its name, logo or mark on a webpage, invoice or other Deluxe, service template.
• 1.4 Customer Complaints. You agree that complaints, inquiries and customer service requests by your customers shall be received and addressed by you directly with your customers and are not the responsibility of Bank or Deluxe.
• 1.5 Governing Laws, Rules or Agreements. You acknowledge that the transactions you process through this Service are subject to governing laws, regulations, payment system rules and agreements with payment service providers (collectively “Laws & Rules”). You agree that you are responsible for compliance with said Laws & Rules. You acknowledge that the Service is not designed, intended, or represented to satisfy all of your obligations under the Laws & Rules. For example, before you initiate a payment transaction, you must first obtain your customer’s express authorization in the form required by the Laws & Rules governing that type of transaction.
• 1.6 Prohibited Transactions. You shall not use this Service to process payments in connection with participation by your customer, its/their obligors, or others in (a) any activities that are illegal or otherwise prohibited by law, or (b) Internet gambling. Bank and/or Deluxe may at any time block or notify you of additional types of transactions (even if not illegal) that Bank and/or Deluxe prohibit you from using this Service to pay or process.
• 1.7 Dispute Resolution Relating to this Service. Any claim between you and Bank that arises under or in connection with this Service, or any transaction in connection herewith, shall be resolved in the manner set forth in our Deposit Account Agreement (as amended from time to time) as stated herein. Provided, however, if Deluxe is a necessary party to such claim between us, and if Deluxe does not agree to resolve such claim in accordance with our Deposit Account Agreement dispute resolution provisions, then such claim between us shall be resolved in accordance with the dispute resolution provisions in the Terms of Service.

Deluxe Payment Exchange Standard Fees

The Monthly Service Fee is $10.00 per checking account. Postage (pass-through of costs incurred). Standard Deluxe Payment Exchange Service Fees are effective as of January 3, 2022. Fees are subject to change at any time.