Mobile Check Deposit Agreement

Date Last Updated: June 29, 2020

This Mobile Check Deposit Agreement ("Agreement") is by and between Novo Platform Inc., a Delaware corporation ("Novo," "we," "us" and "our") and Customer (as defined in Novo's Terms of Use agreement).

The Agreement describes the terms and conditions under which Novo will provide, in partnership with Middlesex Federal Savings, F.A. ("Bank"), to Customer the RDC Service described herein.

This Agreement may be amended from time to time as provided herein, forms part of, and is incorporated by reference into, the Terms of Use by and between Novo and Customer. All capitalized terms used but not defined herein shall have the meanings ascribed to them under the Terms of Use.

RDC Service Purpose

The RDC Service allows you to make deposits to your Account remotely by taking a picture of your check(s) and transmitting images of such checks to us in compliance with our requirements. If we accept the image for collection, we will then attempt to collect the item by presenting the image or converting the image to a substitute check. Unlike traditional check deposits, you retain the original paper check when you use mobile deposit. The manner in which these substitute checks or images are cleared, presented for payment and collected will be determined by us, in our sole discretion. We may change, modify, add or remove functionality from the RDC Service at any time, with or without notice to Customer.

RDC Service Eligibility; Termination of Account Relationship

This service has qualification requirements, and we will determine whether you are eligible for the RDC Service at our sole discretion. Novo reserves the right to change the qualifications at any time without notice. As a condition to our provision of the RDC Service, you shall maintain your Account(s) in good standing and comply with such restrictions as are set forth herein and as we may communicate to you from time to time. If you violate the terms of this Schedule, then we also may use such actions as a basis to terminate your Account relationship with us.

Endorsement Requirements

Customer will endorse any check or other item submitted for deposit exactly as it was made payable. Customer warrants that all endorsements on items deposited into your Account are genuine. Any endorsement must be placed in the one-inch area starting at the left side of the back of an item and the remaining area on the back of the item may not contain any preprinted, stamped or handwritten information. If Customer fails to do this, Customer may be required to reimburse Novo for losses incurred. For any check deposited as an image through the RDC Service, Customer must endorse the check by signing or stamping the back and writing "For mobile deposit only at Novo" or as we may otherwise instruct you from time to time. To ensure that endorsements can be easily read and imaged, the standard requires that all endorsements preferably be applied to checks in black or blue pen ink. Any checks that are printed in light ink and do not reproduce a clear image may not be approved.

Limits

We may impose limits on the dollar amount or number of deposits you make through the RDC Service, and we may change such limits at any time at our sole discretion. Limits may be changed based on the length of time the account is opened and account activity. If you attempt to initiate a deposit in excess of these limits, we may reject your deposit. If we permit you to make a deposit in excess of these limits, that deposit will still be subject to the terms of this section, and we will not be obligated to allow such a deposit at other times.

Presentment

The manner in which any item transmitted through the RDC Service is cleared, presented for payment, and collected shall be in our sole discretion, subject to the Agreement.

Image quality

The image of an item transmitted to Novo using the RDC Service must be legible, as determined in our sole discretion. Without limiting the foregoing, the image quality of the items must comply with the requirements established from time to time by us, the Check 21 Act, ANSI X9, the Board of Governors of the Federal Reserve System (the "Federal Reserve"), or any other regulatory agency, clearinghouse or association.

Prohibited Checks

We may decline to accept any image of a check you submit through the RDC Service at our sole discretion. You agree to scan and deposit only "checks" as that term is defined in the Federal Reserve's Regulation CC. You agree that the image of the check transmitted to Novo shall be deemed an "item" within the meaning of Articles 3 and 4 of the Uniform Commercial Code (the "UCC"). You agree that you will not scan and attempt to deposit any of the following:

  1. Checks payable to any person or entity other than you (i.e., third party checks);
  2. Checks or items containing obvious alteration to any of the fields on the front of the check or item, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check or item is drawn;
  3. Checks that have been previously deposited at another institution via physical item, image or electronic funds transfer;
  4. Checks from financial institutions located outside of the United States;
  5. Checks that are not payable in U.S. dollars;
  6. Checks or items dated more than 6 months prior to the date of deposit;
  7. Checks or items previously converted to a substitute check, as defined in Regulation CC;
  8. Checks or items that are remotely created checks, as defined in Regulation CC;
  9. Travelers checks and savings bonds;
  10. Non-negotiable instruments, such as promissory notes;
  11. Checks drawn on any of your Account(s) at Novo;
  12. Starter checks or counter checks (i.e., checks from a teller window);
  13. Checks payable to you jointly with one or more other persons, unless deposited into an account in the name of all payees;
  14. Checks payable on sight or payable through "drafts", as defined in Regulation CC;
  15. Checks with any endorsement on the back other than that specified in the Agreement or this Schedule;
  16. Checks that are drawn or otherwise issued by the U.S. Treasury Department;
  17. Credit card checks and convenience checks; or
  18. Checks or items prohibited by the Novo's current procedures relating to the RDC Service or which are otherwise not acceptable under the terms of the Agreement.

For purposes of this Schedule, "Regulation CC" means the regulations promulgated by the Federal Reserve's to implement the Federal Expedited Funds Availability Act and the Federal Check Clearing for the 21st Century Act (the "Check 21 Act") and set forth at 12 CFR Part 229.

Account Holder's Warranties

You will comply with the Agreement, this Schedule and all applicable rules, laws and regulations, including, but not limited to, the Check 21 Act, Regulation CC, ANSI X9, Articles 3 and 4 of the UCC and any network association agreements as are currently in effect and as amended from time to time. Each time you scan and submit check images for deposit through the RDC Service, you also make all the warranties set forth in and subject to the terms of the UCC for the image as if it were an item subject to the terms of the UCC. You also make the following warranties and representations with respect to each image of an original check you transmit to us using the RDC Service:

  1. Each image of a check transmitted to us is a true and accurate rendition of the front and back of the original check at the time that it was scanned, without any alteration, and the drawer of the check has no defense against payment of the check.
  2. The amount, the payee, signature(s), and endorsement(s) on the original check are legible, genuine, and accurate.
  3. You will not deposit, re-present, negotiate, seek to negotiate or otherwise endorse to a third party the original check and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the item (either the original item, or a paper or electronic representation of the original item) such that the person will be asked to make a payment based on an item it has already paid.
  4. You will only transmit eligible checks and items that you are entitled to enforce.
  5. All checks and items will include all signatures required for their negotiation.
  6. You will use the RDC Service only for your own deposits and will not allow the use of the RDC Service for the benefit of any third party.
  7. Other than the digital image of an original check that you remotely deposit through the RDC Service, there are no other duplicate images of the original check.
  8. You have possession of each original check deposited using the RDC Service, and no party will submit the original check for payment.
  9. You have ensured that each original check was authorized by the drawer in the amount stated on the original check and to the payee stated on the original check.
  10. You are authorized to enforce each item transmitted or are authorized to obtain payment of each item on behalf of a person entitled to enforce such transmitted item.
  11. You shall maintain fully qualified, properly trained and experienced administrative staff and employees sufficient to perform your obligations under the Agreement and this Schedule.
  12. The information you provided to Novo for your Account(s) remains true and accurate, and in the event any such information changes, you will immediately notify us of the change.
  13. All information you provide to Novo is accurate and true and you have not failed to communicate any material information to us.
  14. If any information is not readable, out of balance or cannot be processed, or is otherwise inaccurate, incomplete or inadequate, you will correct and resubmit such information to us.
  15. Files and images transmitted to you will contain no viruses or any other disabling features that may have an adverse impact on your network, data, or related systems.

You agree to indemnify and hold Novo harmless from any loss resulting from your breach of these warranties. This indemnity will survive termination of your Account(s), the Agreement and any related agreements.

Receipt of Check

We are not responsible for check images we do not receive or for checks that are dropped during transmission. A check image will be deemed received by us only when Novo provides an online confirmation receipt to you that we have received your check image. When Novo confirms receipt of your check image, the image will still be subject to review before it is submitted for collection and may still be rejected for any reason in our sole discretion. A confirmation is not a representation, warranty or other indication that the check image will be presented for collection or will be honored by any collecting or paying bank. If we reject a check image received through the mobile deposit feature, then you may contact Novo customer service, or you may want to contact the drawer and have them reissue the check. If you do submit the original check for processing, Novo reserves the right to refuse to process it and may instead require you to have the check reissued. By using the RDC Service you accept the risk that an item may be intercepted or misdirected during transmission. We bear no liability to you or others for any such intercepted or misdirected items or information disclosed through such errors.

Availability of Funds

You agree that items transmitted through the RDC Service are not subject to the funds availability requirements of Reg CC. You agree that items transmitted using the RDC Service are subject to the following funds availability policy. In general, if an image of an item you transmit through the RDC Service is received and accepted on a business day before 3:00 pm, Eastern, Novo considers that day to be the day of your deposit. Otherwise, Novo will consider that the deposit was made on the next business day. Funds deposited using the RDC Service will generally be made available within five (5) business days from the day of deposit. Novo may make such funds available sooner based on such factors as the length and extent of your relationship with Novo, transaction and experience information, and such other factors as Novo, in its sole discretion, deems relevant. For the purposes of this Schedule, a "business day" is Monday through Friday, excluding all holidays recognized by the federal government.

In some cases, Novo may decide not to make funds deposited using the RDC Service available in accordance with this general policy. Should this occur, a communication will be sent to you, informing you as to when your funds will be available. For example, in the event Novo receives an item transmitted through the service where Novo has reason to doubt the legitimacy or collectability of that item, Novo may delay the availability of funds for a reasonable period of time until the item is either paid or returned. In such cases, Novo will notify you of this action.

It is your responsibility to understand and build into your transmission schedules the appropriate deadlines necessary to meet the availability schedules of Novo and the Bank. You are further responsible for understanding and building into your transmission schedule the changes in transmission windows required by time changes associated with Daylight Savings Time.

Daily Item Balancing

You will balance posted and unposted transactions transmitted from the previous business day and immediately notify us of any error discovered. We will make every effort to assist you in resolving transmission and posting errors but all adjustments will be made in accordance with our Agreement with you and Regulation CC.

Maintain Business Account

You will open and maintain one or more Accounts in accordance with the specifications and regulations defined by our Agreement. We will credit amounts received in collection of electronic entries to your Account(s). All such credits are provisional and we may charge the Account, as well as any other Account you have with us, for the amount of a returned or rejected electronic debit entry. You authorize us to debit the Account on the day the returned or rejected electronic debit entry is received by us or thereafter.

Retention of Original Check

Once your check image has been credited to your Account you must mark the original check as "VOID" and retain the check for sixty (60) days. You may not present the original check or any image or substitute check created from the original check for payment at any other financial institution. During this sixty (60) day period, you must store the original paper check securely using precautions at least as secure as those you would use to protect a blank check, and you must make the original paper check available to us for review at any time and as necessary for us to facilitate the clearing and collection process, to address third-party claims or for our own or our or the Bank's regulators' audit purposes. Should you fail to produce the original paper check, you authorize us to deduct the amount of the check in question from your Account, regardless of whether such action may cause your Account to not have sufficient funds. Immediately after this sixty (60) day period, you must destroy the original paper check.

Maintenance

Maintenance to the RDC Service may be performed from time-to-time resulting in interrupted service, delays or errors in the service, and we shall have no liability for any such interruptions, delays or errors. Attempts to provide prior notice of scheduled maintenance will be made, but we do not guarantee that such notice will be provided. You agree to notify Novo right away of any suspected errors regarding items deposited, and in no event later than thirty (30) days after the applicable statement is sent or made available to you. Unless you notify Novo within thirty (30) days, such statement regarding all mobile deposits made shall be deemed correct, and you are prohibited from bringing a claim against Novo for such alleged error.

Cooperation with Investigations

You agree to cooperate with us in the investigation of unusual transactions or poor-quality transmissions, and in the resolution of claims related to items transmitted through the RDC Service, including by providing, upon request and without further cost, any originals or copies of items deposited through the service in your possession and your records relating to such items and transmissions. You agree that, in connection with providing the RDC Service, we may require certain financial information about you, in which case you agree to provide us with such information within a reasonable period of time. If we, in our sole judgment, determine that there has been an adverse change in your financial condition or account activity you may be required to provide to us an unaudited financial statement and/or we may terminate this Agreement effective immediately with written notice to you.

Ownership and License

You agree that Novo retains all ownership and proprietary rights in the RDC Service, associated content, technology, and website(s). Your use of the RDC Service is subject to and conditioned upon your complete compliance with the Agreement and this Schedule. Without limiting the effect of the foregoing, your breach of the Agreement or this Schedule immediately terminates your right to use the RDC Service. Without limiting the restriction of the foregoing, you may not use the RDC Service (i) in any anticompetitive manner, (ii) for any purpose which would be contrary to Novo's business interest, or (iii) to Novo's actual or potential economic disadvantage in any aspect. You may not copy, reproduce, distribute or create derivative works from the content and agree not to reverse engineer or reverse compile any of the technology used to provide the RDC Service.

System Requirements

Customer agrees, at its sole expense, to use computer hardware and software that meets all the technical requirements for the proper delivery of deposit and the responsibility for the payment of any and all costs and expenses associated with meeting and maintaining all technical requirements and additional items necessary for the proper use of the RDC Service. Customer releases Novo from any and all claims for damages resulting from, or related to, any computer virus or related problems. Novo will not be responsible for or related to defects in or malfunctions to computer hardware or software, or failures of or interruptions in any electrical, telephone, or internet services.

Termination of the RDC Service

Novo may deny, suspend, or revoke access to the RDC Service immediately at our sole discretion without notice. In the event of termination of the RDC Service, Customer will remain liable for all transactions performed on your Account and all such provisions which are intended to survive the termination of this Schedule, shall so survive. Notwithstanding the foregoing, in the event of your insolvency, receivership, or voluntary or involuntary bankruptcy, or the institution of proceedings therefor or any assignment for the benefit of your creditors, or if, in our opinion, your financial condition has become impaired or you has materially breached your obligations under this Schedule, then we, at our option, may terminate this Schedule immediately, without notice.

In addition to any other rights we may have as regards your Account(s), we may hold and use funds in any Account following termination of this Schedule for such time as we reasonably determine that any item or electronic item processed by us prior to termination may be returned, charged back or otherwise a cause for any loss, liability, cost, exposure or other action for which we may be responsible. Without limitation, you recognize that under the NACHA Rules, the UCC, Regulation CC and the rules of any image exchange network our representations and warranties as regards to electronic items and substitute checks may expose us to claims for several years following processing of the electronic items or substitute checks.

Amendments

We may make amendments to this Schedule in the same method as provided in the terms and conditions provided in the Agreement. Use of the RDC Service after receipt of notice of an amendment constitutes Customer's acceptance of the change.

Notices

Any notices provided to you under this Schedule will be mailed or emailed to the address we have for you in our records. You will keep us notified of Customer's current mailing address and email address.

Indemnification

In addition to the other indemnification provisions set forth in the Agreement and this Schedule, you agree to indemnify, defend and hold Novo harmless from and against any and all claims, demands, damages, liabilities, expenses (including reasonable attorneys' fees) or other loss that arises from or relates to your use of this service or your breach of the representations, warranties or covenants set forth in the Agreement or this Schedule, including, without limitation, your attempt to duplicate the presentation of a check image via presentation of the original check or an image or substitute check derived from the original check and any liability that Novo may incur for processing an image or substitute check rather than the original paper check.

DISCLAIMER OF WARRANTIES

YOU AGREE YOUR USE OF THE RDC SERVICE AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES (i) WILL MEET YOUR REQUIREMENTS; (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE; AND, (iv) ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED.

Limitation of Liability

YOU AGREE THAT NOVO WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES RESULTING FROM THE USE OR THE INABILITY TO USE THE RDC SERVICE INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, OR THE TERMINATION OF THE USE OF THE RDC SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF NOVO HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.