II. Authorization.
Business Customer warrants, as of the date of the execution of the Agreement and at any time Service is used that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has the requisite power and authority to execute and deliver the required documentation, accept the Agreement, and perform the services provided by the Business Tax Manager product; (c) all required Service documentation has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by You in connection with the Agreement, or any Service used or performed has been obtained.

III. Services.
The following service is offered through the Business Tax Manager product: Transfers collected funds from Your Account with Us to the Receiver for payment of Federal, State, and/or other taxes as indicated on the Enrollment Form. Transfer(s) may be made by touch-tone telephone or Internet connection.

IV. Commencement.
Before receiving Service, You must complete, sign and deliver to Us (a) one or more Reporting Agent authorization, and (b) such other documents and instruments as We may request. We will inform You when the Service is operational for You.

V. Means for Initiating Transfers.
Transfer will originate from Your Account(s) to a Receiver(s) using the ACH system or book transfer as appropriate. All Transfers will be made in accordance with the terms of this Agreement and, where applicable, the operating rules of the National Automated Clearing House Association (NACHA).

VI. Procedures for Initiating Transfers.
Transfers may be initiated using either a touch-tone telephone or the Internet. In order to initiate a Transfer, You must use Your access code and PIN.

If You initiate Service through Your touch-tone telephone, We will give You the number to dial to receive Service. When You have dialed that number, You must follow the telephone prompts and provide the information requested by the prompts to receive Service.

If You initiate Service through the Internet, We will give You the instruction to access the Internet connection.

VII. Security Procedures.

• You agree to initiate Transfers using procedures contained in Section VI of the Agreement and any User Guide We provide You.
• You will manage and control the access to the Service by means of Your access code and PIN. We will provide You with an access code and initial PIN after You have met the requirements of Section IV.
• YOU ASSUME THE ENTIRE RESPONSIBILITY AT ALL TIMES FOR THE SUPERVISION, MANAGEMENT, CONTROL AND CONFIDENTIALITY OF YOUR ACCESS CODE AND YOUR PIN AND ASSUME THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF YOUR ACCESS CODE OR YOUR PIN. YOU UNDERSTAND THAT FAILURE TO PROTECT YOUR ACCESS CODE AND YOUR PIN MAY ALLOW AN UNAUTHORIZED PERSON OR ENTITY TO ACCESS THE SERVICE. You agree to keep Your access code and PIN under secure conditions. You also agree to notify Us immediately if You know or suspect that the confidentiality of Your access code or Your PIN has been breached. It is recommended that You develop and put in place internal procedures to limit such risk including, among other things, (a) changing Your PIN at least once every 90 days, and (b) changing Your PIN each time an employee who had access to the PIN leaves Your company or is reassigned.
• You agree that all persons or entities employed by You to prepare, process, or transmit Your credit entries to Us will be deemed Your agents and will be subject to the same requirements as You under the Agreement, including, among other things, compliance with the Security Procedures and the NACHA Rules.

VIII. Accuracy of Data.
You must provide to Us the data and any information necessary to enable Us to inform the government agency or entity to be paid of the payment of the tax within the time period required by any rule or regulation governing the payment. You authorize Us to rely on the accuracy of such data and information furnished by You.

VIX. Transfer Deadline.
Any Transfer initiated on any Business Day after the deadline We establish, or any time on a Non-Business Day will be deemed initiated on the following Business Day. Transfers must be initiated on or before the Transfer Initiation Deadline. If You initiate a Transfer after the Transfer Initiation Deadline, We will have no liability for any penalty imposed by any taxing authority. Our record of customer transmissions will be deemed correct and complete.

X. Authorized Reporting Agent.
In performing the Service, We are acting as Your authorized reporting agent. If You are a taxpayer that is mandated by Federal law to make FTD payments and submit FTD information through the EFT system, We must make Your payments as FTD payments and submit Your payment information through the EFT system, regardless of Your designation to the contrary.

XI. Acceptance of Transfer Requests.
The Security Procedures describe steps You and We must take to attempt to detect unauthorized Credit Entries. You agree to be bound by any Credit Entry (a) authorized or transmitted by You; or (b) made in Your name and accepted by Us in good faith and in compliance with the Security Procedures, even if not properly authorized by You. If We take any actions beyond those described in the Security Procedures in an attempt to detect unauthorized Credit Entries or to detect errors in the transmission or content of Your Credit Entries, You agree that no matter how many times We take these actions (a) they will not become part of the Security Procedures, and (b) We will not be liable in any situation for failing to take or correctly perform these actions. A request for a transfer may not be accepted by Us or the making of a requested Transfer may be delayed if the Transfer would (a) exceed the available collected funds in the Account on Transfer Initiation Deadline; (b) cause Us to violate any applicable laws or regulations; or (c) cause Us to exceed any limitation on intra-day net funds position established in accordance with Federal Reserve or other regulatory guidelines or violate any other Federal Reserve or other regulatory risk control program. If We do not accept a request for a Transfer or must delay making a requested Transfer, We will attempt to notify You by telephone.

We will debit the Account one or two days, at Our discretion, prior to the date We originate Credit Entries. If any Credit Entry is rejected by Us, deleted at Your request, or returned to Us, We will re-credit the Account.

If We reject a Credit Entry You request, We will endeavor to notify You promptly on or before its scheduled Settlement Date, but We will have no liability to You for any such rejection or for any loss resulting from Our failure to provide such notice.

We may process Your Credit Entries either directly or through any mechanism We select. You represent and warrant with respect to all Credit Entries We originate for You that on their Effective Entry Dates, on the dates they are originated, and on the dates We debit the Account for the Credit Entries, (a) each Receiver has authorized the crediting of its account, and (b) each Credit Entry is in all other respects properly authorized. You agree to indemnify Us for any losses, liabilities, costs or expenses We suffer or incur as a result of any breach of these representations and warranties.

You understand that under the NACHA Rules (a) payment of a Credit Entry to the Receiver by the RDFI is provisional until receipt by the RDFI of final settlement for the Credit Entry; (b) if final settlement is not received, the RDFI will be able to obtain from the Receiver a refund of the amount credited to the Receiver’s account; and (c) You will not have paid the Receiver the amount of the Credit Entry.

We will determine the funds transfer system or other third party communication system and the means by which such Credit Entry will be originated.

Any instruction attempting to restrict Our acceptance of Your Credit Entries or to reverse or delete any Credit Entry must be made in accordance with the Agreement and, where applicable, the NACHA Rules. At Your request, We will make reasonable efforts to reverse or delete a Credit Entry, but We will have no responsibility for the failure of any other person or entity to comply with Your request.

XII. No Verification of Transfer Requests.
We are under no obligation whatsoever at any time to verify any Transfer request, and will have no liability for agreeing to investigate or verify any Transfer request.

XIII. Confirmations.
We will confirm each Transfer by an entry on Your Account statement which You will receive at regular intervals. If You desire faster notice, You may obtain it electronically by using one of Our account information reporting services. You must immediately inform Us of any Transfer which is incorrect or not authorized by You.

XIV. Debits to Accounts for Transfers.
You hereby authorize Us to debit the Account for all Transfers made by Us from such Account. You agree to maintain in each Account at all times good and sufficient collected funds to cover all Transfers out of such Account. If sufficient collected funds are not maintained in an Account to fully cover a Transfer out of such Account, We will have no obligation to perform the Service for You or to make any Transfer out of such Account for You even if You have instructed Us to do so.

XV. Amendments and Cancellations of Transfer Requests.
After We have made a Transfer, it cannot be canceled, amended or reversed.

XVI. Attempts to Restrict Acceptance of Transfer Requests.
Instructions attempting to restrict Our acceptance of Your requests for Transfers out of an Account exceeding a specific amount You have requested may only be made in writing, sent by telecopy or mail or personal delivery to Associated Bank, N.A., Green Bay Service Center, Business Tax Manager, M.S. 7057, P. O. Box 19097, Green Bay, WI, 54307-9097, which is signed by at least one of the persons authorized on the Account documentation for such Account to withdraw funds by check from the Account or by a person authorized in Your Board of Director’s resolutions to enter into funds transfer arrangements with banks or into this Agreement with Us. Such instructions will only be effective with respect to requests for Transfers made on the third (3rd) Business Day after We receive such instructions.

XVII. Records, Information and Audits.
You agree to determine promptly the accuracy of all records and information regarding the Service or any Transfer delivered by Us to You and to notify Us immediately of any errors in such records or information. Nothing in this Agreement shall relieve You from (a) any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or (b) any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to Your business.

XVIII. Responsibility for Paying Taxes.
Any interruption in the Service for any reason beyond Our control will not relieve You of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and We will have no liability to You for any failure by You in such circumstances to pay any tax.

XIX. Changes in Service.
You agree to follow the procedures, instructions and conditions for the use of the Service contained in the Agreement furnished to You by Us. We reserve the right to change the terms, conditions, fees and charges contained in the Service Documentation after sending You prior notice of such change in writing or electronically or by printing a message on, or enclosing a message with Your Account statement. If You do not wish to be bound by any such change, You may discontinue using the Service before the change becomes effective. If You continue to use the Service after the change becomes effective, You will be bound by the change.

XX. Fees and Charges.
We will notify You of the fees and charges, as amended from time to time, We establish for the Service, and You agree to pay them promptly, when billed for the service, or You authorize Us to deduct the fees/charges for the Service from your Account.

XXI. Changes to Information.
Except as provided otherwise the Agreement can only be changed by delivering a new Enrollment Form to Us. Each completed Enrollment Form must be sent to Us at Associated Bank, N.A., Green Bay Service Center, Business Tax Manager, M.S. 7057, P.O. Box 19097, Green Bay, WI 54307-9097.

XXII. Liability.
We shall not be liable to You for any damages whatsoever arising in connection with the accuracy and completeness of information supplied through the Service regarding Your account and tax information. We will exercise ordinary care in providing the Service and will be responsible for a loss sustained by You only to the extent such loss is caused by Our reckless or willful misconduct. In no event shall clerical errors or mistakes in judgment constitute failure to exercise ordinary care, nor shall We have any liability for any indirect, incidental, consequential (including lost profits), special or punitive damages whether arising in contract or in tort, and whether or not the possibility of such damages was disclosed to or could have reasonably been foreseen by Us. Under no circumstances shall We be responsible for any liability, loss or damage by interruption of telephone, facsimile or communication facilities, delay in transportation, equipment breakdown or mechanical malfunction, electrical, power or computer failure, accidents, fire, flood, explosion, theft, natural disaster or other catastrophe, acts or failure to act by You or any third party, strikes or lockouts, emergency conditions, riots, war, acts of government or other circumstances which are unavoidable beyond Our control. We shall not be liable for failure to perform any of its obligations in connection with any Service if such performance would result in it being in breach of any law, regulation or requirement of any government authority.

XXIII. Exclusion of Warranties.
The Service makes use of a private network, intended for authorized users only. We have confidence in the security measures We employ, however, this is not an invitation for individuals to attempt unauthorized access. BY USING THE SERVICE, YOU AGREE TO ACCEPT COMPLETE RESPONSIBILITY THEREFORE, WE, AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS, DISCLAIM ANY AND ALL LIABILITY, WHETHER NOW KNOWN OR OTHERWISE, WITH RESPECT TO YOUR USE, AUTHORIZED OR UNAUTHORIZED, OF THE SERVICE, AND WE FURTHER SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

XXIV. Indemnification.
Customer shall indemnify and hold harmless Associated Bank and each of its directors, officers, employees, agents, successors and assigns (“Indemnitees”) from and against all liability, loss and damage of any kind incurred by or asserted against Indemnitee in any way relating to or arising out of any Service, by reason of any acts or omissions of Customer or any third party or otherwise, except to the extent such liability, loss or damage is caused by the gross negligence or willful misconduct of such Indemnitee and provided that reliance without further investigation, on any oral, telephonic, electronic, written or other request, notice or instruction believed in good faith to have been given by Customer will in no event constitute gross negligence or willful misconduct on the part of such Indemnitee.

XXV. Termination.
We or You may terminate the Service or this Agreement with or without cause by giving 10 calendar days prior written notice of such termination to the other party at Associated Bank, N.A., Green Bay Service Center, Business Tax Manager, M.S. 7057, P. O. Box 19097, Green Bay, WI 54307-9097. We may, however, terminate the Service or this Agreement immediately upon notice to You if You violate any of the terms or conditions of the Service or this Agreement. The termination of the Service of this Agreement will not terminate Your obligations or Our rights arising under this Agreement before such termination.

XXVI. Governing Law.
You agree that this Agreement, and the performance by You and Us under this Agreement and the User Guide, will be governed by the laws of the State of Wisconsin.

XXVII. Assignment.
This Agreement and Your rights and obligations under this Agreement are not assignable by You without Our prior written consent.

XXVIII. Notices.
All notices required by this Agreement shall be sent in writing or mailed to You at the address set forth in the Enrollment Form and to Us at the following address of Associated Bank, N.A., Green Bay Service Center, Business Tax Manager, M.S. 7057, P. O. Box 19097, Green Bay, WI 54307-9097, or to such other address as such party may designate from time to time.

XXVIII. Entire Agreement.
This Agreement and User Guide make up the entire and only Agreement between You and Us concerning the subject matter of the Agreement. If any provision of this Agreement is held to be unenforceable, the remaining provisions of the Agreement will still be enforceable. There are no third-party beneficiaries of this Agreement.