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TM-1418 Image Positive Pay Service Description Page 1 of 5 <br />Revised 04-30-2014 <br />IMAGE POSITIVE PAY SERVICE DESCRIPTION <br /> <br /> <br />1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, <br />N.A. (“Bank”) Image Positive Pay service (“Service”) and includes: <br /> <br />(a) this Service Description; <br /> <br />(b) the Acceptance of Services or Treasury Management Product Enrollment form; <br /> <br />(c) the Master Agreement for Treasury Management Services ("Master Agreement"); <br /> <br />(d) the account agreement governing the account(s) Company uses in connection with the <br />Service; and <br /> <br />(e) User Guides which include Terms of Use, software, software licenses, price schedules, <br />specifications, instructions, and notices; <br /> <br />This Service Description and the Master Agreement are posted at Bank’s Commercial <br />Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the <br />Service Documentation, they will govern in the order listed above. Company’s use of the <br />Service confirms Company’s receipt of and agreement to be bound by the applicable Service <br />Documentation. If an enhancement to the Service or other change requires a change to this <br />Service Description, Bank will post an updated Service Description on the CEO® portal. When <br />required by applicable law, Bank will notify Company of the update. If Company continues to <br />use the Service after the update takes effect, Company will be deemed to have agreed to the <br />update. <br /> <br />2. Description of Service. The Service enables Company to instruct Bank to pay or return <br />counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented <br />to Bank for payment on the deposit account(s) at Bank that Company enrolls in the Service <br />(each, an “Account”). Each Business Day, Bank electronically compares the serial number and <br />numeric amount of each Check presented to Bank for payment before Bank’s separately- <br />disclosed cutoff time on the prior Business Day to Company’s Check Issue Data (see section 5). <br />In accordance with section 7, Bank will notify Company of each Check that does not match <br />Company’s Check Issue Data (each, an “Exception Item”) and will pay or return each Exception <br />Item in accordance with this Service Description. “Check” refers to each check presented for <br />payment on Company’s Account, whether it is counterfeit, not validly issued, altered or validly <br />issued by Company. A “Business Day” is every day except Saturdays, Sundays, and federal <br />holidays. Except as otherwise provided in this Service Description, enrollment in Bank’s <br />Account Reconcilement Plan (“ARP”) Service is required. <br /> <br />3. Service Options. Company may enroll an Account in one of three options of the Service. The <br />Service options differ based on (a) when Bank electronically compares a Check to Company’s <br />Check Issue Data (before or after posting the Check to Company’s Account); (b) Bank’s <br />handling of errors on Checks; (c) the content of Bank’s report to Company of discrepancies <br />between a Check and Company’s Check Issue Data ("Exceptions Report"); and (d) the time by <br />which Company must notify Bank of Company’s pay or return decision (“Decision Deadlin e”), as <br />specified in the Exceptions Report. Each discrepancy is an “Exception,” and each Check with a <br />discrepancy is an “Exception Item.” <br />6.1.D. - Page 103