PeoplesBank, a division of Orrstown Bank
Business Mobile Deposit Terms and Conditions

These Terms and Conditions ("Agreement") apply to the mobile deposit services ("Mobile Deposit Service" or "Service") provided by PeoplesBank, a division of Orrstown Bank("Bank" or "we" or "us") to each Business (also "you" or "your" herein) using our mobile deposit services.

General Terms and Conditions (Mobile Deposit Service). This Agreement as it relates to the Mobile Deposit Service supplements the terms of other agreements Business has entered into with Bank, including, without limitation, the Business Online Banking Terms and Conditions, and their related Service Pricing Schedules, the Terms and Conditions, disclosures and other agreements governing Business's deposit account(s) with Bank, each as may be amended from time to time (collectively, the "Account Agreements"). In the event of a conflict between the terms of this Agreement and any of Business's Account Agreements - with regard to the Mobile Deposit Service only - the provisions in this Agreement shall prevail. The provisions in the Account Agreements shall prevail in all other circumstances.

Mobile Deposit Service. The Mobile Deposit Service is designed to allow Business to make single item deposits to eligible account(s) that Business designates during the enrollment process (each, a "Deposit Authorized Account") using an authorized, supported mobile device with a camera to create an image of a paper check and transmitting it and related deposit data to Bank using the Mobile Banking Service. By using the Mobile Deposit Service, Business authorizes Bank to convert checks to images or create "substitute checks" as such term is defined in the Check Clearing for the 21st Century Act and Federal Reserve Board Regulation CC ("Reg. CC"), for deposit with the Bank and for processing and presentment to a collecting or paying financial institution.

Changes to the Mobile Deposit Service. Bank reserves the right to change the Mobile Deposit Service at any time and in any manner, in its sole discretion. Business's continued use of the Mobile Deposit Service will indicate Business's acceptance of any such changes. Business may reject changes by discontinuing use of the Service. Bank reserves the right to suspend or discontinue the Mobile Deposit Service, in whole or in part, or Business's use of the Mobile Deposit Service, in whole or in part, immediately and at any time without prior notice to Business.

Availability of the Mobile Deposit Service. When using the Mobile Deposit Service, Business may experience technical or other difficulties. Except as prohibited by law, Bank is not responsible for any technical or other difficulties or any resulting damages that Business may incur. Maintenance to the Mobile Deposit Service may be performed from time-to-time resulting in interrupted service, delays or errors in the Mobile Deposit Service and Bank shall have no liability for any such interruptions, delays or errors. Attempts to provide prior notice of scheduled maintenance will be made, but Bank cannot guarantee that such notice will be provided.

Eligible Checks. Business agrees to scan and deposit only "checks" as that term is defined in Reg. CC. Business agrees that the image of any check transmitted to Bank shall be deemed an "item" within the meaning of the applicable Uniform Commercial Code. Business agrees that Business will not use the Mobile Deposit Service to scan and deposit any of the following:

1. Checks payable to a payee other than Business;
2. Travelers checks;
3. Checks containing any alteration to any of the fields on the front of the check or item (including the MICR line), or which Business knows or suspects, or should have known or suspected, are fraudulent or otherwise not authorized by the owner of the account on which the check or item is drawn;
4. Checks previously converted to a "substitute check," as defined in Reg. CC;
5. Checks drawn on a financial institution located outside the United States;
6. Checks that are "remotely created checks," as defined in Reg. CC;
7. Checks not payable in United States Dollars;
8. Checks dated more than six months prior to the date of deposit or "post-dated" after the date of deposit;
9. Checks prohibited by Bank's current procedures relating to the Mobile Deposit Service or which are otherwise not acceptable under the terms of Business's Account Agreements;
10. Checks with different numerical and written amounts;
11. Checks that have been previously returned unpaid by the financial institution on which they are drawn;
12. Checks that are payable to cash;
13. Checks with endorsement restrictions except as set forth in the "Endorsements and Procedures" subsection in this Agreement, below; or
14. Checks beyond any stated use date.

Image Quality. The image of a check transmitted to Bank using the Mobile Deposit Service must consist of legible images of the front and back of the check. The image that is transmitted must be of such quality that the following information can easily be read by sight review of the image:

1. The amount of the check;
2. The identity of the payee;
3. The drawer's signature;
4. The date of the check;
5. The check number; and
6. Information identifying the drawer and the paying bank that is preprinted on the check in the MICR line, including the routing transit number, account number, check amount when encoded, serial number and process control field.

The image quality of the check must comply with the requirements established from time to time by the American National Standards Institute (ANSI), the Board of Governors of the Federal Reserve Board, and any other regulatory agency, clearing house or association. Bank is not required to process any check image that is prohibited from being presented, that does not contain the information required, that is not legible, or that is prohibited under this Agreement, any of Business's Account Agreements, or applicable law. Business agrees that Bank shall not be liable for any damages resulting from a check or item's poor image quality, including those related to rejection of or the delayed or improper crediting of such a check or item or from any inaccurate information Business supplies with regard to the check or item.

Endorsements and Procedures. Business agrees to restrictively endorse any check transmitted through the Mobile Deposit Service with your endorsement signature followed by "For Mobile Deposit Only, PeoplesBank" and deposit such check to Deposit Authorized Account in the name of Business. Business agrees to follow any and all other procedures and instructions for use of the Mobile Deposit Service as Bank may establish from time to time. Improper endorsements may result in rejected deposit.

Receipt of Check Images for Deposit. Bank reserves the right to reject any check image transmitted through the Mobile Deposit Service, in its discretion, without liability to Business. Bank is not responsible for check images Bank does not receive or for images that are dropped or become corrupted or illegible during transmission. All check images processed for deposit through the Mobile Deposit Service are subject to Bank's verification and final inspection by Bank. Bank will acknowledge that it has received an item or check but such acknowledgement does not mean that the check or item contains no errors or has been accepted. Deposits received by 7:30 PM EST (the "Cut-Off Time") on a Business Day (as defined below) will be reviewed for acceptance on that Business Day. If Business transmits a check image to Bank after the Cut-Off Time on any Business Day, Bank shall review and process Business's check image on the next Business Day. Bank will make commercially reasonable efforts to review and process Business's check image. Business's receipt of confirmation does not mean that the transmission was error-free or complete. You agree that Business's Deposit Authorized Account may be charged back for the amount of any deposit and any applicable returned deposited item or other fee under the applicable Account Agreement if the check image presented is dishonored or returned unpaid for any reason by the financial institution on which it is drawn. If a check is dishonored, you will receive an image of the original check or a substitute check as the charged back item. For purposes of this Agreement, a "Business Day" is every calendar day except Saturdays, Sundays, and all federal holidays.

Deposit Limitations. Bank reserves the right to impose limits on the amount(s) and/or number of transactions made by Business using the Mobile Deposit Service over a period of time set by us and to modify such limits from time to time. Funds deposited using the Mobile Deposit Service after the Cut-Off Time or on a non-Business Day (or both) will apply to the daily maximum amount for the next Business Day.

Availability of Funds. Items transmitted for deposit using the Mobile Deposit Service and received before the Cut-Off Time on a Business Day will generally have next Business Day availability. You agree that checks deposited through the Service are not subject to the funds availability requirements of the Federal Reserve Board's Regulation CC. You understand that we may make provisional funds immediately available depending on factors we at our sole discretion deem relevant, including but not limited to your account history and relationship with Bank. You also understand that credit is provisional until settlement is final.

Retention of Original Check. When the check image Business submitted to Bank for deposit has been credited to Business's Deposit Authorized Account, Business must retain the physical check securely for a period of 60 days following the day the check was credited to Business's Deposit Authorized Account (unless Bank notifies Business to keep the check for a longer period). Business must store the check securely, using precautions at least as secure as Business would use to protect blank checks. You agree to promptly supply any information in your possession that Bank requests regarding a check deposited or attempted to be deposited through the Mobile Deposit Service including the original check. Upon the expiration of the 60-day period, Business must securely destroy the original paper check by cross shredding or using another commercially reasonable means of destruction. If you are unable to provide us with the original check or information in your possession as provided for in this section, you will be liable for any unresolved claims by third parties.

Presentment. The manner in which the checks and other transactions are cleared, presented for payment, and collected shall be, in Bank's sole discretion, subject to the terms of Business's Account Agreements.

Hardware and Software. The Mobile Deposit Service currently works with a variety of mobile devices and tablets. Bank is not responsible for any third-party software Business may need to use the Mobile Deposit Service. Any such third-party software is accepted by Business "as is" and is subject to the terms and conditions of the software agreement Business enters into directly with the third-party software provider at time of download and installation. Bank is not responsible for any third party software you may need to use the Service. Business understands and agrees that Business is solely responsible for any Internet, cellular, data download and other charges that Business's Internet service provider or wireless service provider may impose for Business's access to the Internet or download of an application to use the Mobile Deposit Service.

Authorization. The individual who executes/accepts this Agreement represents and warrants to Bank that they are acting with full authority for the Business and that they are duly authorized to execute/accept this Agreement on behalf of the Business.

Business's Representations and Warranties. Business represents and warrants to Bank that:

1. Business is the owner of the Deposit Authorized Account(s) that Business registered with the Mobile Deposit Service;
2. Business will not transmit any checks that violate any of the terms of this Agreement;
3. The check images Business transmits using the Mobile Deposit Service will meet the image quality standards required by this Agreement;
4. Business will not transmit any duplicate checks;
5. After the check has been scanned and transmitted for deposit, Business shall not otherwise transfer or negotiate the original check, or any other image thereof;
6. All information Business provides to Bank in connection with the Mobile Deposit Service is accurate, true and complete; and
7. Business will comply with this Agreement, the Account Agreements, and applicable law.

Security Procedures. Business agrees to, at a minimum, comply with the security procedures described in the Business Online Banking Agreement when using the Mobile Deposit Service:

Fees. You agree to pay the fees disclosed in the Service Pricing Schedule for use of the Service. Bank may, upon at least 30 days prior notice to you, change a fee for use of the Mobile Deposit Service. If Business continues to use the Mobile Deposit Service after the fee becomes effective, Business agrees to pay the applicable fee, as it may be amended from time to time.

Disclaimer of Warranties. BUSINESS AGREES THAT BUSINESS'S USE OF THE MOBILE DEPOSIT SERVICE AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT BUSINESS'S SOLE RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BANK DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE MOBILE DEPOSIT SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BANK MAKES NO WARRANTY THAT THE MOBILE DEPOSIT SERVICE: (a) WILL MEET BUSINESS'S REQUIREMENTS; (b) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) RESULTS THAT MAY BE OBTAINED FROM THE MOBILE DEPOSIT SERVICE WILL BE ACCURATE OR RELIABLE; OR (d) THAT ANY ERRORS IN THE MOBILE DEPOSIT SERVICE WILL BE CORRECTED.

Limitation of Liability. YOU AGREE THAT BANK 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 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 SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF BANK HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. WE ARE NOT RESPONSIBLE FOR ANY LOSS, INJURY OR DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, CAUSED BY YOUR INTERNET PROVIDER, ANY RELATED SOFTWARE OR THE BANK'S USE OF ANY OF THEM OR ARISING IN ANY WAY FROM THE INSTALLATION, USE OR MAINTENANCE OF YOUR PERSONAL COMPUTER HARDWARE, SOFTWARE OR OTHER EQUIPMENT.

Indemnification. Business will indemnify, hold harmless and/or reimburse Bank and its directors, officers, employees, affiliates and agents from and against any and all losses, costs, expenses, fees (including, but not limited to, reasonable attorneys' fees and disbursements), claims, damages, liabilities and causes of actions of third parties resulting or arising from: (i) your or any of your employees, consultants and/or agents (collectively "Representatives") failure to abide by or perform any obligation imposed upon you under this Agreement; (ii) the willful misconduct, fraud, criminal activity, intentional tort or negligence of you or your Representatives involving use of the Services; (iii) the actions, omissions or commissions of you or your Representatives relating to the Services; and (iv) any transmission or instruction, whether or not authorized, acted upon by the Bank in good faith. Business's indemnification obligations under this Agreement will survive the termination of this Agreement.

Amendments. Bank may amend this Agreement at any time upon notice to Business.

Termination. You may, by written request, terminate the Services provided for in this Agreement. We may terminate your use of the Services at any time. In the event of termination of the Services, you will remain liable for all transactions performed on your account. Upon termination, (i) you will immediately cease using the Services and (ii) you shall promptly remit all unpaid monies due under this Agreement, if any. The Bank may immediately suspend or terminate your access to the Services in the event that the Bank reasonably determines such suspension or termination is necessary in order to protect the Services or the Bank from harm or compromise of integrity, security, reputation or operation or that you are in breach of this Agreement or are otherwise using the Services in a manner inconsistent with the terms of this Agreement or with applicable law.

Waiver. Any waiver by Bank of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach.

Assignment. Business may not assign this Agreement at any time. Bank may assign this Agreement either in part or in whole at any time and with or without notice to Business.

Headings. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions.

Entire Agreement. This Agreement, together with the Business Online Banking Terms and Conditions and the Account Agreement(s), constitutes the entire agreement between Business and Bank with respect to the subject matter in this Agreement and there are no understandings or agreements relative to this Agreement which are not fully expressed in this Agreement.