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Online Banking Agreement

This online banking portal is provided by Silicon Valley Bank, headquartered at 3003 Tasman Drive, Santa Clara, California 95054 ("SVB", including variations of "we" and "us") provided to clients of Silicon Valley Bank ("You" and its variations) subject to the terms and conditions provided in this Online Banking Agreement ("Agreement").

THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND SVB. BY CLICKING "I ACCEPT" AND USING THIS ONLINE BANKING CHANNEL, YOU ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN. PLEASE REVIEW THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THIS ONLINE BANKING CHANNEL.

1. Use of this Online Banking Channel and Your Conduct

Online banking portals, online services, applications, or interfaces provided by SVB (each an "Online Banking Channel") allow you to access Financial Services (as defined in the Terms). This Agreement incorporates the terms and conditions of the SVB Online Terms of Use ("Terms") found at http://svb.com/Company/Legal-Notices/Terms-of-Use and the SVB Online Privacy Policy found at http://www.svb.com/Privacy-Policy. In the event of any inconsistency between the terms and conditions of this Agreement and the Terms, this Agreement shall prevail. While this Agreement governs your use of this Online Banking Channel, separate agreements will govern provision of Financial Services ("Related Agreements"). These Financial Services include but are not limited to any services identified in the Deposit Agreement and Disclosure Statement ("DADS") for your accounts, loans, lines of credit, Automated Clearing House ("ACH"), wire transfer, payment orders, electronic deposit, foreign exchange services, merchant and other services. You understand and agree that these Related Agreements govern your use of such Financial Services and that this Agreement only governs your use of this Online Banking Channel.

2. User Credentials, Security, and Account Monitoring

You will be provided or will supply to SVB usernames, passwords, and other identifiers or credentials ("Credentials") to assist in identifying and authenticating you on this Online Banking Channel. You understand and agree that you are solely responsible for maintaining the privacy and security of your Credentials used to access your Financial Services through this Online Banking Channel, and for any activity associated with your online user profile. This Online Banking Channel may allow you or your administrator to set transaction limitations, establish controls, or utilize security features for your Financial Services. Failure to set such limitations, implement such controls, or utilize such security features increases your exposure to, and responsibility for, unauthorized transactions. You are solely responsible for creating, maintaining, limiting, enabling, disabling, and removing the Credentials or controls created by your or your administrator.

In the event that your Credentials are compromised or you are aware of any unauthorized activity being conducted with your user credentials, you agree to immediately notify your SVB client service team.

SVB provides certain procedures, features, and functionality ("Security Procedures") that are provided through and as part of this Online Banking Channel that are intended (1) to verify the authenticity of communications (as defined below) between you and the us; and (2) to help secure and protect your account and data from misuse, fraud, and theft. These Security Procedures include but are not limited to process controls, technological controls, and third-party applications. You agree to review all Security Procedures and to make a decision as to whether they are commercially reasonable for you or your institution to protect against unauthorized transactions. Bear in mind that you are responsible for all unauthorized transactions initiated through this Online Banking Channel using your Credentials and for all unauthorized Financial Services in your name that are authenticated using the Security Procedures you choose. Please think carefully about the Security Procedures you choose to implement and contact us immediately if they are not adequate for your use. Failure to properly use, incorrectly using, or disabling Security Procedures increases your exposure to fraud and misuse, and puts your accounts and data at an increased risk of loss. It is your responsibility to review, implement, revisit, and ensure that appropriate physical, technical, and procedural risk mitigation systems are implemented by you to your satisfaction and establish parameters limiting or restricting transactions.

When using this Online Banking Channel, you understand and agree that:

Notwithstanding anything to the contrary contained herein, we may deny any person access to the Financial Services through this Online Banking Channel without prior notice if we are unable to confirm to our satisfaction any person's authority to access this Online Banking Channel or any person's actual identity; or if we believe such action is prudent for security reasons.

3. Error Detection

SVB's Security Procedures and systems are designed to protect the integrity of this Online Banking Channel and detect authorized transactions, but are not designed to detect input errors including but not limited to duplicate payments, errors in your funds transfer instructions, or a user typing the wrong payee or dollar amount. SVB is not obligated to detect such errors by you or others, even if we take certain actions from time to time to do so. It is your sole responsibility to ensure that data is properly input.

4. Transaction Information, Reports, and Statements

Status and transaction information, reports, analyses, and statements for Financial Services (collectively, "Reports") provided through this Online Banking Channel are provisional and are subject to change or correction by us. In the event that you note any errors in your Reports prior to receiving final versions, you should notify your SVB client service team immediately. Final versions of Reports will be made available to you as provided in separate agreements for Financial Services. Reports may be retained for a limited period by us, but we do not warrant that such retention will meet your data retention, business continuity, or other needs.

5. Communications, Notices, and Alerts

An "Electronic Communication" is any message we provide to you via electronic means in a format that allows visual text or images to be displayed on equipment such as a computer or mobile phone screen (for example, e-mail, by posting upon logging into this Online Banking Channel, via SMS or other mobile phone text, or other means). Notices and communications regarding this Online Banking Channel will be sent by us to you via physical mail or through Electronic Communications. Certain Online Banking Channels may allow you to select your method of delivery. You agree to check your provided email daily for such Electronic Communications. These notices and alerts may also contain important information about changes to this Online Banking Channel or services offered through this Online Banking Channel. You agree that we may at our option use Electronic Communications to provide you with any notice, disclosure, Reports, or other communication from us to you, including communications that we are required by law to provide to you in writing. You may also have the ability to establish alerts, initiate or complete transactions, or query your accounts with us via Electronic Communications and agree that, when doing so, you have properly evaluated the risks and have taken the appropriate security precautions to prevent fraud or misuse.

Unfortunately, fraudulent emails, notices, SMS messages, and alerts (including spam, scams, phishing attacks, key loggers; collectively, "Fraudulent Communications") may be sent to you purporting to be official notices or alerts from SVB. Opening, responding to, or clicking-through such Fraudulent Communications may compromise the security and integrity of your systems and data, and put your accounts and data at an increased risk of loss. In the event that you receive, or believe that you may have received, a Fraudulent Communication, you agree to not open any attachments or click on any links provided, and contact your SVB client service team. If we receive an Electronic Communication in your name that purports to have been sent or made by you, and the Electronic Communication is authenticated using Security Procedures, you agree to be bound by the Electronic Communication and we may rely upon and treat the Electronic Communication as authorized communication from you, even if it was not sent by you. Any authenticated Electronic Communication will serve as your "digital signature," and may bind you and your institution to additional terms and conditions.

Any communication you send to us will not be effective until we actually receive it and have had a reasonable opportunity to act upon it. Electronic communications from you to us may be treated by us as a written communication. Where this Agreement or Related Agreements require a written or paper document, we reserve the right to require that the communication be provided or confirmed in a written or paper form.

6. Apps and Use of Software

You may need to download, install, or use software or apps provided by us or on our behalf (collectively, individually, or any portion thereof, "Apps") onto your computer, mobile device, or other systems in order to fully utilize this Online Banking Channel. These Apps are the proprietary and intellectual property of SVB and its licensors. You are granted a license to install and use these Apps solely for the purpose of legitimately accessing this Online Banking Channel for your own benefit. You may not nor may you attempt to (1) use the Apps for purposes other than those for which they are provided; (2) decompile, deconstruct, hack, or use other means to understand the underlying technology, source code, or protocols of the Apps; (3) redistribute, resell, republish, or otherwise provide the Apps to third parties; or (4) take any action that would limit or adversely affect our or our licensors' rights in the Apps.

You represent and warrant that you will take all reasonable measures to maintain the confidentiality and proprietary nature of any Apps that you download, install, or use.

Your license to use such Apps shall immediately terminate upon the earliest occurrence of any of the following: termination of your accounts with us, notice of termination provided by us, or your use of Apps in violation of the terms and conditions of this Agreement.

7. Effect of Termination of this Agreement

This Agreement and your access to this Online Banking Channel may be terminated at any time by SVB. Any licenses provided to SVB to use User-Provided Content shall remain in effect unless otherwise agreed to in writing by the parties. Provision and termination of Financial Services are governed by separate agreements between you and SVB. Provision and termination of other online services may be governed by separate agreements between you and us.

8. EXCLUSION OF WARRANTIES FOR YOUR USE OF THIS ONLINE BANKING CHANNEL

SVB DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW. THIS ONLINE BANKING CHANNEL AND ANY APPS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AVAILABLITLY, OR NON-INFRINGEMENT. FURTHER, SVB DOES NOT WARRANT AND MAKES NO REPRESENTATIONS THAT THIS ONLINE BANKING CHANNEL OR ANY APPS (OR ANY PORTION THEREOF) WILL MEET YOUR SPECIFIC NEEDS; OR WILL BE UNINTERRUPTED OR FREE FROM ERROR.

WITHOUT LIMITING THE FOREGIONG BUT FOR CLARIFICATION, TERMS AND CONDITIONS FOR FINANCIAL SERVICES PROVIDED IN SEPARATE AGREEMENTS BETWEEN YOU AND SVB MAY FURTHER LIMIT SVB'S WARRANTIES, REPRESENTATIONS, INDEMNITIES, AND LIMITATIONS OF LIABILITY RELATED TO FINANCIAL SERVICES.

9. LIMITATIONS OF LIABILITY

SVB IS NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES INCURRED BY YOU, UNDER ANY THEORY OF LIABILITY AND HOWEVER IT MAY BE CAUSED, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL OR REPUTATIONAL HARM, DATA LOSS, OR OTHER INTANGIBLE LOSSES. THIS LIMITATION INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGE OR HARM CAUSED BY INACCURACY OF THE DATA OR SERVICES PROVIDED (OR YOUR RELIANCE ON SUCH DATA OR SERVICES), CHANGES TO THIS ONLINE BANKING CHANNEL OR ANY APPS, PERMANENT REMOVAL OF CONTENT FROM THIS ONLINE BANKING CHANNEL (INCLUDING USER-PROVIDED CONTENT), OR BREACHES OF THIS AGREEMENT BY YOU. YOU AGREE TO HOLD SVB AND ITS LICENSORS HARMLESS AGAINST ANY FAILURE OF THIS ONLINE BANKING CHANNEL OR ANY APPS TO MEET YOUR NEEDS OR EXPECTATIONS.

10. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SVB, ALL SVB AFFILIATES, AND OUR LICENSORS (INCLUDING THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH) HARMLESS FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, LIABILITY AND COST (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES) OF ANY KIND WHICH RESULTS DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM: (A) OUR ACTIONS OR OMISSIONS, IF THEY ARE IN ACCORDANCE WITH YOUR COMMUNICATIONS AS PROVIDED FOR IN THE DADS OR THE TERMS OF THIS AGREEMENT; OR (B) THE ACTIONS OR OMISSIONS OF YOU, YOUR AGENTS OR EMPLOYEES. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

11. General Legal Provisions

This Agreement and your use of this Online Banking Channel and any Apps are subject by the laws of the State of California without regard to its conflict of laws or provisions. Any dispute arising from or related to this Agreement or this Online Banking Channel or any Apps may only be brought in the courts located in Santa Clara County, California. Although you may access this Online Banking Channel or use Apps in other states or countries, you consent to the exclusive jurisdiction of these courts. If this Agreement or any agreements for Financial Services are provided to you in any language other than English, this is for your convenience only; the English-language United States-based version will govern use of this Online Banking Channel, Apps, and Financial Services.

You also understand and agree that failure of SVB or its Affiliates to enforce their rights under this Agreement or at law will not be considered a waiver of such rights.

This Agreement constitutes the entire understanding between you and SVB regarding your access and use of this Online Banking Channel or any Apps, and supersedes any previous terms, conditions, or agreements of the parties regarding the use of this Online Banking Channel or any Apps. It is your obligation to read these terms as your continued use of this Online Banking Channel or any Apps constitutes your acceptance to this Agreement, as it may be amended from time to time.

12. Reporting Errors; Questions about Transactions; Additional Information about Your Rights

In case of errors or questions about this Online Banking Channel or any Apps, contact your SVB client service team or find our local office at http://www.svb.com/contactus.aspx?service=cs.

The Federal Deposit Insurance Corporation's (FDIC) Web site contains information about Deposit Insurance coverage and the level of protect it affords. For more information, please visit http://www.fdic.gov/.

Revised 09.13.11.