Exchange Services Terms and Conditions

Welcome to Exchange

BOKF, NA ("Bank", "we" or "us"), doing business as BOK Financial, Bank of Albuquerque, Bank of Oklahoma and Bank of Texas, provides commercial customers with a secure internet site and mobile app in order to access certain services and products in one place by accessing https://exchange.bokfinancial.com/cdp/login#/ ("Exchange"). These Exchange Services Terms and Conditions ("Terms") govern the use of Exchange. The activities we conduct to operate Exchange are referred to in these Terms as our "Services". "You" refers both to the business entity that is Bank’s commercial customer ("Customer") and the individual using Exchange as authorized by Customer ("User"). Customer is a party to one or more separate product or services agreements with Bank which govern the use of the particular Bank product or services you use ("Customer Agreements"). In the event of any conflict between these Terms and the Customer Agreements, the terms of the Customer Agreements shall control.

Exchange General Terms

The following provisions are applicable to all Customers and Users.

1. Agreement, Revisions and Amendments to the Terms

By accessing Exchange, and as a condition to visiting and using Exchange generally, you agree, without modification, to these Terms. Bank may revise these Terms at any time, and your continued use of Exchange will constitute acceptance of revisions to these Terms. Bank may offer additional services through Exchange from time to time.

2. Documentation

The Exchange Online Help and Documentation ("Documentation") contains a detailed description of the Services and may be found on Exchange by accessing https://www.bokfinancial.com/landing-pages/exchange/exchange-resource-center. By using Exchange, you acknowledge that you have access to and have read the Documentation and the procedure for use of the Services prescribed by Bank.

3. Commercial Use Only

You agree that Exchange shall only be used for commercial purposes and that you will not use Exchange as an individual consumer. Notwithstanding the foregoing, certain Exchange functions may be available in respect of a consumer account in certain circumstances if a consumer account owner executes the relevant Personal Deposit Account Acknowledgement and Indemnity Agreement for Exchange. You agree that you will not use the Services in locations that are prohibited under U.S. law or regulations, including those issued by the Office Foreign Assets Control.

4. Security

As a User, you may be given tokens, passcodes or other authentication devices or information and you may be requested to provide your contact information in order for us to authenticate you as a User. Customer and each User are responsible for (a) maintaining the confidentiality and security of your devices, tokens, passcodes, access numbers, passwords, security questions and answers, account numbers, login information, and any other security or access information used by you to access Exchange or the Services (collectively, "Access Information"), and (b) preventing unauthorized access to or use of the information, files or data that you store, transmit or use in or with the Services (collectively, "Account Information"). If you provide a mobile device number as a way to contact you, you understand that your carrier may assess charges and we are not responsible for reimbursing you. You agree not to supply your Access Information to anyone. You will be responsible for all electronic communications, including image transmissions, email and other data entered using the Access Information. Any such communications received through the use of the Access Information will be deemed to be sent or authorized by Customer. You agree to immediately notify us if you become aware of any loss, theft, or unauthorized use of any Access Information. We reserve the right to deny you access to the Services (or any part thereof) if we believe that any loss, theft, or unauthorized use of Access Information has occurred. Customer is solely responsible for removing a User’s access to Exchange or the Services when the User is no longer authorized to act on behalf of and bind Customer.

5. Monitoring

We may monitor your Exchange communications and activity to evaluate the quality of service you receive, your compliance with these Terms, the security of Exchange and for other reasons. You agree that Bank's monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Bank monitors your Exchange activity and/or enforces or fails to enforce the rules and guidelines of any Services and these Terms. In no event will Bank be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of Bank's monitoring activities.

6. Internet Use and Technical Issues

You understand and agree that connection to the Internet provides opportunity for unauthorized access by a third party to your systems, networks and any and all information stored therein. You understand that the technical processing and transmission of information via Exchange, including your information, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. All information transmitted and received through the Internet is subject to unauthorized interception, diversion, corruption, loss, access and disclosure. You understand that technical problems or other conditions may delay or prevent you from accessing Exchange. Bank shall not be liable for, and you agree not to hold or seek to hold Bank or any of its agents or service providers liable for, any adverse consequences of your connection to or use of the Internet, any technical problems, system failures, malfunctions, access or capacity issues, communication line failures, equipment or software failures or malfunctions, high Internet traffic demand, security breaches and unauthorized access, and other similar device problems and defects. In the event of interruptions or system failures, your data may be lost or destroyed. Any transactions that you initiated, which were in the process of completing or completed shortly before a system failure or service interruption should be verified by you through means other than online or immediately after online system access is restored to ensure accuracy and completeness of such transactions. You assume the risk of loss of your data during any system failure or interruption and the responsibility to verify the accuracy and completeness of any transactions so affected. Maintenance to Exchange may be performed from time-to-time resulting in interrupted service, delays or errors in the Services.Bank does not represent, warrant or guarantee that you will be able to access or use Exchange at times or locations of your choosing, or that Bank will have adequate capacity for Exchange as a whole or in any geographic location.

7. Hyperlinks

Exchange may contain links to other websites which are not controlled by Bank and contain material produced by independent third parties. The owners of such linked websites do not necessarily have any relationship, commercial or otherwise, with Bank. The existence of a link from Exchange to any third party website does not constitute a recommendation or other approval by Bank of such website, its content, or any provider thereof. Any opinions or recommendations expressed on third party websites are those of the relevant provider and are not the opinions or recommendations of Bank. Bank does not accept any responsibility for content, goods or services provided or offered on any website that may be accessed through links on Exchange.

8. Market Information

Bank may make available to you a broad range of financial information ("Market Information") through Exchange that Bank generates internally or is provided by other third parties ("Third Party Providers"). Bank does not endorse or approve the Market Information and makes it available to you only as a convenience. Bank and its Third Party Providers do not (a) guarantee the accuracy, timeliness, completeness or correct sequencing of the Market Information, or (b) warrant any results from your use or reliance on the Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Bank nor the Third Party Providers are obligated to update any information or opinions contained in Market Information, and Bank may discontinue offering Market Information at any time without notice. You agree that neither Bank nor the Third Party Providers will be liable in any way for the termination, interruption, delay or inaccuracy of any Market Information. You agree not to redistribute or facilitate the redistribution of Market Information.

9. Limited License

Bank grants you a non-exclusive, non-transferable and limited license to access and use Exchange. This license is conditioned on your continued compliance with these Terms and the continued compliance of the Customer. Bank reserves the right to terminate or restrict your access within the Exchange system. This can be done at our sole discretion, without limitation for any reasons. This license shall automatically terminate when the Customer Agreements terminate, your association with the Customer terminates or if Customer withdraws your authority to use Exchange. You agree not to resell or permit access to Exchange to others and not to copy any materials appearing on the Exchange for resale to others. You further agree not to delete any copyright notices or other indications of protected intellectual property rights from materials that you print or download from Exchange. You shall not obtain any intellectual property rights in or any right or license to use such materials or Exchange other than as set out herein.

10. Intellectual Property

The Exchange system, content on Exchange, including documentation provided to you for use of Exchange, trademarks, services marks, trade names, logos, images and icons, and any modifications, improvements and enhancements and additions thereto, are property of Bank or its affiliates, agents or licensors and are protected by applicable copyright, patent or trademark laws (collectively "Intellectual Property"). Except for the limited license granted pursuant to these Terms, nothing contained on Exchange should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Intellectual Property. You acknowledge that Bank shall retain all right, title and interest in and to its Intellectual Property. You agree not to take any actions which violate the Intellectual Property rights of Bank or third parties.

11. DISCLAIMERS

YOU AGREE YOUR USE OF EXCHANGE AND THE SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, BANK DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO EXCHANGE, THE SERVICES AND ANY DOCUMENTATION RELATED TO EXCHANGE OR THE SERVICES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, MERCHANTABILITY OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (A) EXCHANGE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) EXCHANGE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF EXCHANGE OR THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED.

12. LIMITATION OF LIABILITY

<9> YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR THE USE OR THE INABILITY TO USE THE SERVICES 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 SERVICES, 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.

13. Termination or Suspension of Service By Us

We reserve the right to refuse to honor an instruction or suspend or terminate the Services, in whole or in part, at any time, with or without cause, including, without limitation, if: (a) we have reason to believe that accounts have been compromised or mismanaged in any way, such as by unauthorized or erroneous use of your access information; or (b) we believe the Services are not being used for their intended, bona fide and lawful purposes under these Terms or any other agreement you have with Bank; (c) we have reason to believe the Services are being used in an anti-competitive manner or contrary to Bank's business interests; (d) you breach any of these Terms; or (e) an account is closed or access to an account is restricted for any reason. Termination will not affect your liability or obligations under these Terms or any other agreements you have with us.

14. Cooperation with Investigations

You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions and resolution of customer claims.

15. Enforceability

We may waive enforcement of any provision of these Terms. No waiver of a breach of these Terms shall constitute a waiver of any other breach of these Terms. Any such waiver shall not affect our rights with respect to any other transaction or to modify these Terms. In the event that any provision of these Terms shall be deemed to be invalid, illegal or unenforceable to any extent, the remainder of these Terms shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

16. Assignment

You may not assign these Terms to any other party. Bank may assign these Terms at any time. Bank may also assign or delegate certain of its rights and responsibilities under these Terms to independent contractors or other third parties.

17. Disclosures, Notices and Amendments

You agree we may provide you with all disclosures, notices and other communications about the Service and any future amendments in electronic form.

Date: December 22, 2021