6/1/2014
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ASB Hawaii Online Business Agreement
This ASB Hawaii Online Business Set-Up Form and Agreement (this “Agreement”) is entered into between American Savings Bank (“ASB”) and
the Business identified in the Set-Up Form (the “Company”). The terms and conditions for the Company’s use of ASB Hawaii Online
(the “Service”) are set forth in this Agreement. The Service includes online access to account balances, e-statements, internal transfers and Bill Pay
services, and is further described in the Terms of Service, attached hereto and made a part of this Agreement.
Other agreements you have entered into with us, including the Business Deposit Account Rules, Business Deposit Account Disclosures and Fees,
loan agreements, and other agreements and disclosures governing your ASB account(s) and service, are incorporated by reference and made a part of
this Agreement. If there is a conflict between any of these documents, this Agreement shall control with regard to the Service. Please read this
Agreement carefully.
1. Access to Information. ASB will provide a temporary username and password to one authorized user of the Company (the “User”) for access
to the Service. ASB will provide the User with online access to all ASB accounts which are associated with the Company’s Tax Identification
Number (the “Accounts”), regardless of whether or not the User is authorized on a particular account.
2. Security Measures and Operating Procedures. The Company recognizes that the Service is operated by a third party and agrees to comply
with such procedures and requirements as may be established from time to time by the operator of the Service or by ASB. The Company shall
not disclose any proprietary information regarding the Service to any third party, and shall comply with such security measures and recognition
procedures as may be established from time to time by ASB or by the operator of the Service. The Company authorizes ASB to act upon ALL
communications ASB receives through the Service (for example, but not limited to, the transfer of funds between accounts or loan
advances). The Company agrees not to give or make available the username or password or other means to access the Accounts via the Service
to anyone other than the User. If the Company permits persons other than the User to use the Service or the password or other means to access
the Accounts, the Company is responsible for any transactions that occur. The Company shall notify ASB immediately, by telephone and in
writing, if the Company knows or believes that the username or password for the Service is known to an unauthorized person or that an
unauthorized person accessed the Service and Accounts. Telephone notice shall be given by calling (808) 627-6900 or 1-800-272-2566 from
8:00 a.m. to 7:00 p.m. (HST), Monday through Friday, and from 9:00 a.m. to 3:00 p.m. (HST) on Saturday, Sunday and Holidays. ASB shall
not be liable for any unauthorized payment or transfer made using the username and/or password that occurs before the Company notifies ASB
of possible unauthorized use and before ASB has had a reasonable opportunity to act on that notice. By using the Service, the Company
acknowledges and agrees that this Agreement sets forth security procedures for online banking transactions which are commercially reasonable.
3. Authorization. The Company represents and warrants that all transactions hereunder shall be properly authorized prior to being made by the
User and ASB shall have no obligation to verify, by telephone or by any other means, any transaction request.
4. Limitation of Warranties. ASB disclaims and makes no representations or warranties, express or implied, including warranties of
merchantability and fitness for a particular use or purpose with regard to the Service.
5. Limitation of Liability. ASB’s duties and responsibilities are limited to those described in this Agreement. ASB shall not be liable for loss,
damage or expense resulting from any delay in the performance of or failure to perform or adequately perform any of its responsibilities under
this Agreement which is caused by an act of God, fire or other catastrophe; electrical or computer failure; act of failures by the Company or by
third parties (including the operator of the Service); or any other cause beyond ASB’s reasonable control. In no event will ASB be liable for any
special, indirect, exemplary or consequential damages, including but not limited to lost profits. ASB shall not be responsible for the acts or
omissions of any funds transfer system, any Federal Reserve Bank, any intermediary or beneficiary’s bank, or any recipient of a payment or a
payment order intended to carry out a funds transfer request and no such person or entity shall be deemed to be ASB’s agent.
6. Indemnification. The Company agrees to indemnify, defend and hold ASB, its employees, agents, officers, directors and the Service provider
harmless from and against all liability, costs and expenses, including attorneys’ fees incurred by ASB connected with this Agreement or the
performance of its duties hereunder. The provisions of this Section shall survive termination of this Agreement.
7. Fees and Charges. The Company agrees to pay ASB for any fees that may be charged for a particular service. The Company authorizes ASB
to charge the Accounts, or any other deposit account maintained by the Company, for such fees and charges. ASB reserves the right to change
fees and charges at any time without prior written notice to the Company.
8. Amendment. ASB may amend this Agreement anytime without prior written notice to the Company.
9. Terminate or Block Access. Either party to this Agreement may terminate this Agreement anytime without prior written notice to the other
party. ASB reserves the right, in its sole discretion, to block Accounts or the Company’s access to the Service, refuse enrollment, or terminate
the Company’s use of the Service for any reason at any time. ASB will attempt to provide notice to the Company in advance, but is not required
to provide such notice. Any termination applies to the Service and does not terminate the Company’s Accounts. Without limiting the
foregoing, ASB may cancel the Company’s access to the Service if the Company fails to access the Accounts for 90 or more consecutive days.
10. Electronic Disclosures. By enrolling in the Service, the Company agrees to receive information electronically by e-mail or secure mail.
Documents that the Company agrees to receive electronically include, but are not limited to: disclosures required by law and notices about the
Company’s deposit and loan accounts, ASB Hawaii Online, or Bill Pay. If the Company does not agree to receive information, disclosures, and
notices from ASB electronically, ASB may terminate this Agreement and the Company’s use of the Service.