Access Agreement

OnLINE BUSINESS BANKING AGREEMENT

The first time you access your accounts through Mars Bank Online, you agree to be bound by the terms and conditions of this Online Business Banking Agreement ("Agreement") and acknowledge its receipt and your understanding of its terms.

Introduction
This Agreement explains the terms and conditions for accessing accounts, conducting transactions and utilizing other services at Mars Bank (“Bank”, “we”, “us” and “our”) via the Internet at our online banking site ("Online Banking"). As used in this Agreement, the terms “Customer”, "you" and "your" refer to each business, and the authorized representatives of the business, enrolled in Mars Bank Online and using Online Banking.

Online Banking Services
Through Online Banking, you can access eligible accounts using a personal computer and Internet browser software. Online Banking can be used for many purposes including, but not limited to, the following:

• Obtaining balances and transaction histories on eligible accounts;
• Transferring money between eligible accounts;
• Making loan payments at Bank;
• Advancing funds from a credit line at Bank;
• Accessing Electronic Funds Transfer Services;
• Placing stop payment requests;
• Paying bills to any merchant, financial institution or an individual with a U.S. address.

Bank may, from time to time, offer new services with Online Banking. By using those services when they become available, you agree to be bound by the terms contained in this Agreement, and its subsequent amendments.

Security & Protection of Your Account Information
We are strongly committed to protecting the security and confidentiality of our customer accounts information. We use several techniques to secure our Online Banking service, including, but not limited to, the following:

• You can only access OnLine Banking with certain browsers that have a high security standard.
• You must have a valid OnLine Banking User ID and Password to logon.
• You will be automatically logged off the OnLine Banking service if no action is taken for a period of time.

You may view our Security Statement and Privacy Statement online for additional information.

Your User ID and Password
Your User ID and Password will give you access to your accounts via OnLine Banking. The Bank is entitled to act on any instructions it receives via Online Banking after login has occurred using your User ID and Password. For security purposes, it is recommended that you memorize your User ID and Password and do not write them down. You will also be required to change your Password regularly. Your Password can be changed at our Online Banking site. You are responsible for keeping your User ID, Password and account information confidential. When you give someone your User ID and Password, you are authorizing that person to use Online Banking. You are responsible for all transactions performed after login to Online Banking has occurred using your User ID and Password, even if you did not intend or authorize them. In addition, fraudulent transactions initiated using your User ID and Password will be charged against your account(s).

Electronic Funds Transfer Services
Access to certain Electronic Funds Transfer Services, as described below, is provided as part of Online Banking. Funds transfers are available during specific business hours as described in the agreement associated with each Electronic Funds Transfer Service listed. Each Customer must specify Customer Representative authorities per transaction type. If Customer, or any of its authorized representatives, use the Electronic Funds Transfer Services described below, the following condition(s) shall apply:

Wire Transfer - Customer acknowledges that the Wire Transfer feature of Online Banking is an alternate entry system for issuing Wire Transfer orders between the Customer and the Bank. A separate Wire Transfer Services Agreement between the Customer and the Bank is required. This Wire Transfer Services Agreement shall govern the acceptance and liability for all Wire Transfer Requests.

ACH Transactions - Customer acknowledges that the ACH Transaction feature of Online Banking is an alternate entry system for issuing ACH transaction orders between the Customer and the Bank. A separate ACH Service Agreement between the Customer and the Bank is required. This ACH Service Agreement shall govern the acceptance and liability for all ACH Transactions originated by the Customer.

Tax Payments - Customer acknowledges that the Tax Payments feature of Online Banking is an alternate entry system for issuing EFTPS tax payment orders between the Customer and the Bank. A separate ACH Service Agreement between the Customer and the Bank is required. This ACH Service Agreement shall govern the acceptance and liability for all Tax Payments originated by the Customer.

Stop Payment Requests
Customer acknowledges that the Stop Payment feature of Online Banking is an alternate entry system for issuing Stop Payment Orders. The processing of a Stop Payment Order will be subject to the conditions set forth in your Deposit Account Agreement with Bank. A Stop Payment Order received by Bank using this service will be accepted as if it were in written form.

Bill Payment Service
The Bill Payment service allows you to schedule bill payments through Online Banking. The Bank does not provide the service directly. Instead, the Bank has entered into an agreement with a bill payment provider to provide the bill payment services directly to you through Online Banking. Your use of the Bill Payment service will be governed by the terms and conditions of the bill payment provider. The Bank cannot and will not be held responsible for the completion and accuracy of transactions you conduct with the bill payment provider through Online Banking.

Accessibility
You can usually access Online Banking seven (7) days a week, twenty-four (24) hours a day. However, at certain times, some or all of Online Banking services may not be available due to system maintenance or reasons beyond Bank's control. The Bank does not warrant that Online Banking will be available at all times. When unavailable, you may use “Service Plus” 24 Hour Telephone Banking, an automated teller machine (“ATM”) or a Bank branch office to conduct some of your transactions. An Online Banking transaction initiated prior to the end of a banking day is posted to your account the same day. For the purposes of processing Online Banking transactions, a banking day ends when we perform our nightly system update and final posting of all account transactions for a particular bank business day. This usually occurs during the early evening of every banking business day. All transactions conducted after the end of a banking day, or on a non-banking day, will be posted the following banking day.

Fees and Charges
You must promptly pay the applicable fees and charges set forth below and/or specified on our Online Banking site for use of Online Banking services described in this Agreement or on our Online Banking site:

Unless otherwise specifically indicated, all fees shall be deducted automatically from the account for which a particular Online Banking service is performed. In the event an account has insufficient funds to cover any fees, the Bank may, at its discretion, overdraw the account or deduct the fees from any other account you have at the Bank in any order it chooses. If you close the designated service fee account for the Bill Payment service, you must identify a new service fee account for the applicable fees and charges associated with the Bill Payment service of Online Banking. Additionally, if you close all Bank accounts, you must cease all use of Online Banking services. If fees cannot be collected from any of your accounts, the Bank may cancel all or some of your Online Banking services. After cancellation, Bank may reinstate some or all of the Online Banking services, at its discretion, if you deposit sufficient funds in your account(s) to cover any accrued fees and pending transfers or debits. You are solely responsible for any telephone or internet service provider charges incurred when using Online Banking.

Responsibility
Neither the Bank nor its suppliers will be liable for any transaction if: (i) you do not have enough money in your account to complete the transaction; (ii) a legal order prohibit withdrawals from your account; (iii) your account is closed or has been frozen; (iv) the transaction would cause your balance to go over the credit limit for any credit arrangement set up to cover overdrafts; (v) you, or anyone you allow, commits fraud or violates any law or regulation in connection with Online Banking; (vi) any electronic terminal, telecommunication device or part of the electronic fund transfer system is not working properly; (vii) you did not provide us with complete and correct payment or transfer information; (viii) you did not properly follow the instructions for use of Online Banking; (ix) you knew that Online Banking was not operating properly at the time you initiated the transaction or payment; (xi) there is postal delay; or (xi) circumstances beyond our control (such as fire, flood or improper transmission or handling by a third party) that prevent, hinder or delay the transaction.

Restrictions
You may not appropriate any information or material that violates any copyright, trademark or other proprietary or intellectual property rights of any person or entity while using Online Banking. You may not gain, or attempt to gain, access to any Online Banking server, network or data not specifically permitted to you by the Bank or its suppliers, and you must not include any obscene, libelous, scandalous or defamatory content in any communications with the Bank or its suppliers.

Electronic Mail (Email)
Sending an email is a very good way to communicate with the Bank regarding your accounts or Online Banking. Email sent to us using the “Messages” feature within the Online Banking site is a safe and secure method to communicate with us. However, email sent to us via email software on your computer or from a web-based email service provider is not secure. Because of this, you should not include confidential information, such as account numbers and balances, in any email you send to the Bank using email software on your computer or from a web-based email service provider. You also cannot use email to initiate Online Banking transactions. All such transactions must be initiated using the appropriate functions within the Online Banking site. The Bank will not be liable for any errors, omissions, claims, or problems of any kind involving the use of email with software on your computer or from a web-based email service provider.

Links to other Sites
Bank has taken reasonable measures to ensure that the information and data presented on the Bank’s web site or Online Banking site is accurate and current. However, the Bank makes no representations about any other web site that you may access to, from or through the Bank’s web site or Online Banking site. The Bank does not endorse the products or services offered by any company or person linked to the Bank’s web site or Online Banking site nor is the Bank responsible for any software or the content of any information published on the web site of any third party. You should take precautions when downloading files from other web sites to protect your computer software and data from viruses and other destructive programs.

Virus Protection
The Bank is not responsible for any electronic virus that you may encounter using the Internet or Online Banking. We encourage you to routinely scan your computer and diskettes using reliable virus protection product to detect and remove viruses. If undetected and unrepaired, a virus can corrupt and destroy your programs, files and hardware.

Damages and Warranties
In addition to the terms previously disclosed, the Bank is not responsible for any losses, errors, injuries, expenses, claims, attorney’s fees, interest or other damages, whether direct, indirect, special, punitive, incidental or consequential, (collectively, “Losses”) caused by the use of Online Banking or in any way arising out of the installation, use or maintenance of your personal computer hardware or software, including any software provided by the Bank or one of its suppliers. In addition, the Bank disclaims any responsibility for any electronic virus (es) you may encounter after installation of such software or use of the Online Banking. Without limiting the foregoing, neither the Bank nor its suppliers shall be liable for any: (i) failure to perform or any Losses arising out of an event or condition beyond their reasonable control, including but not limited to communications breakdown or interruption, acts of God or labor disputes; or (ii) the loss, confidentiality or security of any data while in transit via the Internet, communication lines, postal system or ACH network. The Bank and its suppliers provide Online Banking services from their own sites, and they make no representation or warranty that any information, material or functions included in Online Banking are appropriate for use by you in your jurisdiction. If you choose to use Online Banking, you do on your own initiative and are solely responsible for compliance with applicable local laws and regulations. Neither the Bank nor its suppliers warrant the adequacy, accuracy or completeness of any information provided as a part of Online Banking, or contained in any third party sites linked to or from the Bank’s web site. THE BANK MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, FUNCTIONALITY OR PERFORMANCE OF OnLINE BANKING, OR ANY SOFTWARE THAT MAY BE USED IN CONNECTION WITH SAME. BANK DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ERROR-FREE OPERATION.

Indemnification
You shall indemnify, defend and hold harmless the Bank and its officers, employees, directors, suppliers and agents, in their individual capacities or otherwise, from and against any Losses arising out of: (i) Customer’s negligence; (ii) Customer’s failure to comply with applicable law; or (iii) Customer’s failure to comply with the terms of this Agreement.

Additional Remedies
Due to the likelihood of irreparable injury, the Bank shall be entitled to an injunction prohibiting any breach of this Agreement by you.

Termination and Changes in Terms
The Bank reserves the right to terminate this Agreement or to change the charges, fees or other terms described in this Agreement at any time. When changes are made, we will notify you by: 1) electronic mail; 2) physical mail at the address shown in our records; and/or 3) update of our web site and/or Online Banking site.

Applicable Rules, Laws, and Regulations
You submit to the jurisdiction of, and this Agreement shall be governed by the laws of, the State of Pennsylvania, U.S.A., as well as the federal laws of the U.S.A. Venue for any action arising out of this Agreement shall be in a state court of competent jurisdiction covering Butler County, Pennsylvania, U.S.A. The prevailing party in any such action shall be entitled to the recovery of its reasonable attorney’s fees, costs, and expenses.

Assignment
The Bank may assign its rights and/or delegate all or a portion of its duties under this Agreement to a third party.

Integration
This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and all prior agreements, understandings and representations concerning such subject matter are canceled in their entirety. Notwithstanding the foregoing, this Agreement is in addition to any other agreements between you and the Bank.

Severability
If there is a conflict between the terms and conditions of this Agreement and one or more terms contained in another agreement between you and the Bank, this Agreement will control.

Waiver
The Bank shall not, by the mere lapse of time, without giving notice or taking other action, be deemed to have waived any of its rights under this Agreement. No waiver by the Bank of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of this Agreement.

Force Majeure
Neither party shall be liable for any loss nor damage due to causes beyond its control, including fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or other causes beyond that party’s control. Either party may terminate this Agreement immediately on written notice if the other party is prevented from performing its obligations under this Agreement for a period of more than thirty (30) days due to the reasons set forth in this subsection.

Construction
This Agreement shall be construed equally against the parties regardless of who is more responsible for its preparation. If there is a conflict between a part of this Agreement and any present or future law, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law.