Terms & Conditions

Updated 9/6/2019


CORPORATE BANKING ACCOUNT

DEPOSITORY AGREEMENT GENERAL TERMS & CONDITIONS

Account Holder has opened an account or accounts ('Account') at MEDICI BANK INTERNATIONAL, LLC ("MBI") and delivered to MBI an application/signature card evidencing the Account. In return for MBI's acceptance of the Account, Account Holder agrees that this Depository Agreement ("Agreement") shall govern the Account.

1. Account Holder:
"Account Holder" shall mean the legal person, corporation, company, partnership, trust or other entity in whose name the Account is opened. The singular of Account Holder where appropriate shall include the plural. This Agreement is binding upon each Account Holder and MBI, and their respective authorized representatives, agents, successors and assigns. Each Account Holder must sign an application on a form satisfactory to MBI.

2. Authorized Representative:
"Authorized Representative" is defined as every person designated on the signature card provided by MBI to sign checks on the Account, make fund transfer orders from the Account, make deposits to the Account, endorse any check or draft payable to any Account Holder for deposit to the Account or otherwise, receive information, statements and canceled checks on the Account, cash checks drawn on the Account or made payable to any Account Holder on the Account, sign any document in connection with the Account, and dispose of or deal with the Account as freely and fully as Account Holder might do in person. The appointment shall be made on the signature card presented to and accepted by MBI, in its discretion, prior to Authorized Representative's acting with respect to the Account. An Authorized Representative may also be appointed by a power of attorney in a form acceptable to MBI in its sole discretion. Any such authority granted to an Authorized Representative may be amended or revoked only by written notification delivered to and acknowledged by MBI in writing in time so that MBI has a reasonable opportunity to act upon the information. The Account Holder agrees to hold MBI harmless and indemnify MBI against any loss and liability incurred by MBI because of any action by an Authorized Representative after termination of its authorization.

3. Signatures:
MBI may rely upon any signature on the signature card in the payment of funds and in all other transactions in connection with the Account. Account Holder agrees to sign a new signature card upon request by MBI. Checks, fund transfers orders or other withdrawals shall require one signature of an Authorized Representative of the Account Holder which appears on the signature card, unless otherwise agreed by the Account Holder and upon written notification thereof to MBI and the corresponding amendment to the signature card.

4. Handling of Items:
MBI acts only as Account Holder's collecting agent for items deposited in the Account and assumes no responsibility beyond its exercise of ordinary care. MBI accepts deposits subject to the subsequent verification of the deposit. All items are credited subject to final payment to MBI in solvent credits [readily available funds] at its office. MBI may withhold all or part of the proceeds of any deposit until final payment is received in solvent credits. No item in the deposit shall be deemed finally paid because a portion of the deposit is deducted and withdrawn.
i. MBI shall not be liable to Account Holder for any loss caused by payment of a postdated item before its date. If Account Holder wishes to impose special restrictions on the face of items with respect to payment of such items (e.g., maximum amount or date of payment), such restrictions will not be effective unless the Account Holder has given prior written notice to MBI within at least three (3) business days and MBI has agreed in writing to the instructions.
ii. MBI is under no obligation to pay a check, other than a certified check, which is presented more than six (6) months after its date, but MBI may charge Account Holder's Account for a payment made thereafter in good faith.
iii. MBI will retain records for six years. Copies of records will be available to Account Holder upon request to MBI at a nominal fee.
        

5. Extraneous Information:
MBI will not be liable for and shall have the right, but not the obligation, to disregard conditional statements or 'subject to' conditions or any other information written on a check other than the signature of the drawer, the identification of the drawer bank and payee, the amount and any other information that appears in the magnetic ink character recognition (MICR) line.

6. Endorsements:
Account Holder shall not place an endorsement, writing or other mark on the back of a check being submitted for deposit in the area reserved for endorsement of MBI. Account Holder endorsement or other writing on the back of a check must fall within 1.5 inches of the trailing edge of the check (left-hand side of the check, looking at it from the front). Account Holder agrees to indemnify MBI for any liability incurred or damages suffered by MBI resulting from the delay or mis-sending of checks caused by markings placed on check by Account Holder that obscure MBI's endorsement.

7. Posting and Receipt of Items:
MBI reserves the right to post all deposits no later than midnight of its next banking business day after receipt at its office during MBI's regular business hours, and MBI shall not be liable for any damages caused by nonpayment of any item resulting from the exercise of this right. Any item received on a Saturday, Sunday or holiday in Puerto Rico shall be deemed received on the next banking business day. The list of holidays in Puerto Rico will be available at MBI website.

Bank Statements and Reports of Fraudulent Activity:
A. MBI shall make all statements available to Account Holders through its secured internet website which shall be accessible using a password. Such statement shall only reflect transactions conducted for the preceding 60-day period. If the Account Holder requires statements reflecting transactions further back than the said 60-day period, MBI shall charge a fee as it solely determines to process such a request.
B. Account Holder is responsible for carefully and promptly verifying the completeness and correctness of all information contained in such statement and to immediately notify MBI in writing of any alterations, irregularities, erroneous payments or credits, or other problems, which occur in connection with the Account. If MBI does not receive written notice from Account Holder within sixty (60) days upon receipt of the Statement by the Account Holder, Account Holder accepts the Statement as correct, and MBI will be released from any claim with respect to any and every item on the Statement and from any other claim for negligence, breach of trust, breach of fiduciary duty or otherwise.
C. MBI shall not be liable for any losses, expenses or liabilities whatsoever should a third party gain unlawful access to the statement of the Account Holder.
D. Account Holder is required to notify in writing of any unauthorized signature, unauthorized endorsement or material alteration within thirty (30) days commencing upon receipt of the Statement. Account Holder expressly agrees that MBI will not be liable for paying such items if the Account Holder has not complied with the previous written notice to MBI informing MBI of such fraudulent activity. MBI shall be afforded such reasonable opportunity to respond to such a report. Account Holder agrees not to commence any legal action or proceeding against us regarding such claim unless you do so within one year of the date we send or otherwise make available the statement, notice, or advice in question. Account Holder agrees that it cannot make a claim against MBI relating to any unreported problems or unauthorized transactions.

8. Deposits:
MBI, at any time without prior notice, and in its discretion, may refuse any deposit, limit the amount which may be deposited, accept all or any part of a deposit for collection only or return all or any part of any deposit. Deposits shall not be deemed accepted until received at MBI in Puerto Rico, and after MBI has had a reasonable opportunity to exercise its rights under this paragraph. MBI reserves its right to modify these deposit restrictions at any time it deems fit without requirement of notice to Account Holder.

9. Withdrawals:
Withdrawals will first be made from deposited funds and MBI may refuse any withdrawal request against amounts that exceed deposited funds. MBI reserves the right to limit the amount of cash given back to Account Holder at any one time.

10. Charge-Backs:
MBI may charge-back any item, or a photocopy of the item, at any time before final payment, whether returned or not and whether drawn on MBI or another bank. MBI may debit the Account for any exchange charges on deposited items. MBI may debit the Account into overdraft for any such purpose, and will not be liable for damages to Account Holder as a result of checks drawn on the Account which are dishonored because of the charge-back.

11. Payment of Checks:
When processing checks drawn on Account Holder's account, MBI's policy is to pay them according to the order in time in which they are received by MBI.

12. Overdrafts:
Subject to any other arrangements agreed by MBI, MBI may honor overdrafts, but shall not be obligated to do so. Account Holder shall pay overdrafts upon demand, together with the established fee and interest on the overdraft at the maximum rate of interest allowed by law for Account Holder. MBI may charge the Account at any time for the amount of this fee and interest. If an overdraft is collected through probate, bankruptcy or other judicial proceeding, or is referred to a collection agency or lawyer for collection, Account Holder shall pay expenses and costs of collection, including attorney's fees. MBI may cover any overdraft by debit to any other checking, savings or time deposit Account of Account Holder without notice to Account Holder, but MBI shall not be obligated to do so. Nothing contained in this Agreement shall be construed to require MBI to debit the Account into overdraft or to create an arrangement for the extension of credit by means of overdrafts.

13. Stop-Payment:
Account Holder agrees to hold MBI harmless and indemnify MBI for any losses, expenses and costs, including attorney's fees, incurred by MBI for refusing payment of any item on which Account Holder has stopped payment or for payment of an item after a stop-payment order has expired. A stop-payment order must be in writing, unless otherwise determined by MBI. A stop-payment order is effective for six (6) months but may be renewed by Account Holder upon request in writing. The written notification must include exact account number and either (i) the exact check number or a range of check numbers; or (ii) the payee name and the exact amount of the check. No stop-payment order, renewal or revocation shall be effective until delivered in writing during MBI's regular business hours at MBI's office to a designated representative in charge of accounts, the fee for such service paid by Account Holder, the check to be stopped described with certainty to MBI's satisfaction and MBI has had a reasonable opportunity to act on such order, renewal or revocation.

14. Wire Transfers:
Account Holder may, upon verification of signature or upon identification satisfactory to MBI, authorize wire transfers to and from the Account. All outgoing wire transfers must be from accounts on which the Account Holder is an owner. No third-party requests will be processed. Requests for wire transfers shall be signed by an Authorized Representative and contain such other information on the forms provided by MBI.

15. Interest Bearing Accounts:
An interest-bearing Account (except for fixed-rate time deposits) may earn interest on the daily balance or average daily balance and at a variable interest rate and annual percentage yield set by MBI from time to time. MBI may, at any time, in its discretion, change the basis for payment of interest or the annual percentage yield, or may discontinue the payment of interest on demand deposit and/or savings account(s). MBI may at any time, in its discretion, set maximum account balances upon which interest will be paid, and set minimum account daily or average daily balances below which interest will not be paid. Please see Interest Rate Schedule.

16. Inactive Accounts:
An Account will be classified as inactive if no customer activity has been initiated within a period of six (6) months or more (MBI fees, automatic transactions and general electronic inquiries are not considered customer-initiated activity). MBI's obligations to pay interest terminates after the account has been inactive for five (5) years. An inactive account will continue to be subject to MBI's normal account fees and charges and be assessed a separate monthly inactive account fee as disclosed on our Schedule of Fees. If account activity resumes and/or Account Holder reestablishes contact with MBI, MBI will not reimburse any fees already collected. MBI may require Account Holder to provide certain information to verify Account Holder's identity as an owner of the Account before further transactions are allowed.

17. Abandoned or Unclaimed Property:
The monies in the Account will be presumed abandoned or unclaimed within five (5) years after the account has been inactive. Once the Account has been presumed abandoned or unclaimed, MBI will transfer all unclaimed money or other liquid assets to the Commissioner of Financial Institutions of Puerto Rico, in compliance with the procedures established in Act No. 36 of July 28, 1989, as amended, known as the "Abandoned or Unclaimed Money and Other Liquid Assets Act".

18. Withdrawal Rights, Ownership of Account, And Beneficiary Designation
The following rules govern the ownership and withdrawal rights of deposit accounts with the various titles given to them. There are two primary issues that these rules control. The first is "withdrawal rights" and the second is "ownership."

Withdrawal rights refers to the Authorized Representative having access to the funds in the account for all purposes. These withdrawal rights will control, the Authorized Representative's 1) instructions MBI must follow, 2) checks MBI must pay, and 3) withdrawal requests MBI must honor.

Withdrawals may be made by written order on forms approved by MBI when signed by the Account Holder's Authorized Representative as set forth in the signature card.

Account Holder retains the right to change or close the Account to the extent of the withdrawal rights the Account Holder retains.
MBI makes no representations as to the appropriateness or effectiveness of any particular ownership or beneficiary designations. MBI's only responsibility is to permit access to the Account as provided by the withdrawal rights. Account Holder must consult an attorney or financial advisor as to whether and how to effect any change in actual ownership of funds in the Account.

a. Corporate, Partnership, Limited Liability Company and other Organizational Accounts
These are accounts opened by any legal entity, business organization or association. MBI reserves the right to require the Account Holder to furnish MBI with such resolutions, agreements or documents as MBI may reasonably request to evidence the authority of individuals to act on behalf of the Account Holder. MBI will honor such an authorization until MBI receives written notice of change from the governing body of the organization. It is mutually agreed that the power and authority of each person named as authorized to take action with respect to the Account shall continue in full force and effect until MBI receives actual written notice of amendment or revocation.

b. If Account Holder is a legal entity, every person affixing their signature to the signature card represents warrants and agrees:

i. That they are fully authorized to execute the signature card and enter into this Agreement in the capacity therein stated;
ii. That they shall furnish any and all organizational documents of the Account Holder and any other documents as MBI may request for due diligence purposes;
iii. That they shall furnish any resolutions, agreements or documents MBI may request to evidence any action relating to opening, maintaining or changing the Account;
iv. That MBI shall have no responsibility or duty to monitor such an Account, or the use of funds paid from it, nor any liability for any act or omission by any person who signs the signature card;
v. That upon Account Holder's request, MBI may honor items bearing or purporting to bear reproductions or facsimile or computer-generated signatures of Authorized Representatives on the Account. Account Holder assumes all risks and responsibility for such procedure, including but not limited to, the risk that the facsimile or computer-generated signature may be affixed by an unauthorized individual or the risk that the facsimile or computer generated signature may not be genuine.
19. Transferability:
The Account may not be transferred or assigned by Account Holder except with MBI's prior authorization. A transfer or assignment that occurs by operation of law, shall not be binding on MBI until MBI has received sufficient documentation, in its discretion, and a new signature card has been completed. No transfer or assignment will be valid or binding on us, and we won't be considered to have knowledge of it, until we consent and note the transfer or assignment in our records. However, by noting the transfer or assignment, MBI does not have any responsibility to assure that the transfer or assignment is valid. Any permitted transfer or assignment of your account is subject to MBI's setoff rights.

20. Closing of Account:
MBI may, at any time, in its discretion, close the Account without prior notice. MBI will have no responsibility for items which it does not pay after the Account has been closed. This Agreement will continue to govern matters relating to the Account which arose before termination or which may arise later.

21. Security Interest; Set-Off:
A. If Account Holder owes a debt to MBI (either now or in the future), however and whenever incurred or evidenced, including debt which may be purchased or otherwise acquired by MBI from others, whether direct or indirect, absolute or contingent, due or to become due, the Account Holder grants MBI a right of setoff to, and a security interest in, all of the Accounts to secure the debt. Debts include any overdrafts or fees Account Holder owes. If the debt is due or overdue, MBI may use the funds in any of Account Holder accounts to pay all or part of the debt. MBI's security interest will be created and governed by the Puerto Rico's Commercial Transactions Act, whether it applies by its terms or not. MBI does not have to give Account Holder any prior notice to apply the funds.
B. Account Holder agrees that MBI is authorized at any time to set-off the Account against Account Holder's debts or liabilities to MBI, without notice to Account Holder. MBI shall not be liable for dishonoring items where such setoff results in insufficient funds in the Account to honor items drawn on the Account. Funds received by MBI pursuant to the security interest or right of setoff granted herein may be applied first to the discharge of the unsecured part of any debt or liability of Account Holder to MBI, and thereafter to the discharge of the secured portion, if any, of Account Holder's debt or liability to MBI.

22. Account Holder Responsibility:
Account Holder shall bear any loss arising from the failure to identify properly the Account by name and number on any deposit instrument or for failure to deliver the deposit instrument to the Bank. Account Holder shall maintain a record identifying each item deposited. Because Account Holder is in the best position to discover an unauthorized signature, an unauthorized endorsement or a material alteration, Account Holder expressly agrees that the Bank will not be liable for paying such items if the Account Holder has not made a previous written report to the Bank informing the Bank of such fraudulent activity Provided always that the Bank shall be
   afforded such reasonable opportunity to respond to such a report.

23. Ordinary Care:
Any failure by MBI to act or delay by MBI beyond time limits prescribed by law or permitted by this Agreement is excused if caused by Account Holder's negligence, interruption of communication facilities, suspension of payments by another financial institution, force majeure, including war, hurricane, earthquake, flood, or other Acts of God, emergency conditions or other circumstances beyond the control of MBI, provided MBI exercised such diligence as the circumstances require.

24. Determining the Availability of a Deposit:
For determining the availability of Account Holder's deposit, every day is a business day except Saturdays, Sundays, and holidays in Puerto Rico. If Account Holder makes a deposit before 12:00 p.m. AST on a business day that MBI is open, MBI will consider that day to be the day of Account Holder deposit. If Account Holder makes a deposit after 12:00 p.m. AST or on a day MBI is not open, MBI will consider that the deposit was made on the next business day MBI is open. The length of the delay varies depending on the type of deposit and is explained below. Funds Account Holder deposits by check shall not be deemed received by MBI until clearance with correspondent bank and notification thereof to MBI or otherwise not less than fifteen (15) business days of deposit of check with MBI, whichever is greater.

25. Delays on Funds Availability:
Funds may be delayed for a longer period under the following circumstances:
a. MBI believes a check Account Holder deposits will not be paid;
b. Account Holder re-deposit's a check that has been returned unpaid;
c. Account Holder has overdrawn its account repeatedly in the last six months; or there is an emergency, such as failure of communications or computer equipment. MBI will notify Account Holder if MBI delays Account Holder's ability to withdraw funds for any of these reasons, and MBI will tell Account Holder when the funds will be available. They will generally be available no later than the 15th business day after the day of Account Holder's deposit.

26. Unauthorized use of Personal Identification Code
If Account Holder believes its Personal Identification Code (PIC) has been discovered by someone else, or that someone has gained access to its internet account or has conducted, or may conduct any banking transaction without Account Holder's permission, Account Holder must contact MBI immediately at: Email: support@medici.bank and Phone: Tel 1-787-335-0800.
27. Business Days:
For purposes of posting transactions, MBI's business days are Monday through Friday, save for holidays in Puerto Rico.

28. Disclosure of Account Information to Third Parties:
A. MBI shall not disclose any information relating to the affairs of Account Holder which it has acquired in the performance of its duties or the exercise of its functions. Notwithstanding the foregoing, MBI may disclose such information if:
i. It is lawfully required to be disclosed by any law, court of competent jurisdiction, or agency with authority in Puerto Rico or the jurisdiction in which the Account Holder resides, is organized or maintains its principal place of business; or
ii. The Account Holder has voluntarily given MBI the authority to disclose such information; or
iii. The information is required by the Office of the Commissioner of Financial Institutions ("OMBI") in the exercise of its supervisory authority or in order to provide such information to a banking regulatory or supervisory authority outside of Puerto Rico where such information is considered necessary for that authority to exercise functions similar to those of the OMBI, including any information which will assist that foreign authority in its consolidated supervision of a banking group which controls or is affiliated with MBI.

B. Account Holder shall at all times be deemed to have agreed and voluntarily authorized MBI to disclose such information relating to the Account or the affairs of the Account Holder to:
i. MBI's correspondent banks upon request therefrom;
ii. anyone who MBI reasonably believes is conducting a legitimate credit inquiry, including, without limitation, inquiries to verify the existence or condition of an account for a third party such as a lender, merchant or credit bureau;
iii. respond to any subpoena, summons, court or administrative order, or other legal process which MBI believes requires its compliance;
iv. facilitate collection of indebtedness or to report losses incurred by MBI;
v. comply with any agreement between MBI and a professional, regulatory or disciplinary body; in connection with potential sales of businesses;
vi. service providers or third parties who facilitates MBI's responsibility in fulfilling Account Holder's needs by providing or offering MBI's services or their own products and services; or
vii. authorities in the United States of America as required under the Foreign Account Tax Compliance Act (FATCA).

29. Changes in Terms:
MBI reserves the right to amend the terms and conditions applicable to Account Holder's use of any banking services or otherwise of this Agreement. Unless applicable law requires otherwise, all such amendments will be binding upon Account Holder immediately after MBI gives Account Holder notice thereof. Such notice may be given at MBI's discretion (i) by personal delivery; (ii) by facsimile transmission; (ii) electronically, by email, internet or otherwise, or (iii) by making it available in the mail. MBI will also mail Account Holder the most recent version of this Agreement upon Account Holder's written request. Any notice that is mailed is considered given forty-eight (48) hours after MBI places it in the mail, postage-paid, for delivery to Account Holder's address as shown on MBI's records. Any notice given by facsimile transmission or electronically shall be deemed to have been duly given upon transmission and any notice given by personal delivery shall be deemed duly given upon delivery. If a specific notice period or type of notice is required by applicable law, the revised terms will be binding on Account Holder in accordance with such law.

30. Preauthorized Electronic Fund Transfers:
Telephone confirmation: Account Holder may verify posting of a direct deposit or electronic transfer on the next business day after the deposit or transfer is scheduled to be made by calling MBI.

31. Stop Payment Procedures and Notice of Varying Amounts:
Right to stop payment and the procedure for doing so: If Account Holder informs MBI, in advance, to make automatic recurring payments out of his/her/its Account; Account Holder can stop any of these payments by calling MBI or by writing MBI at T-Mobile Center, B-7 Tabonuco Street, Suite 1504, Guaynabo, Puerto Rico 00968. Account Holder must call or write in time for MBI to receive the request at least three (3) business days before the payment is scheduled to be made. If Account Holder calls, MBI will require that the request be put in writing and delivered within 14 days after the call.

32. Direct Deposit Service
MBI provides a pre-authorized credit service which allows Account Holder to ask that recurring deposits which it designates, such as social security or payroll deposits, be deposited directly in Account Holder's Account at MBI. MBI does not impose a fee for this service at this time; however, MBI reserves the right to impose a fee in the future and will duly notify Account Holder if it does so.

33. IF ACCOUNT HOLDER SUBSCRIBES FOR INTERNET BANKING SERVICES
This Part contains terms, conditions and disclosures, which are applicable to our computer-based Internet banking services. The computer-based Internet banking services provides Account Holder access to Account Holder's Account(s) twenty-four (24) hours a day, seven (7) days a week. To be eligible for Internet banking services Account Holder must maintain a Checking account with MBI and have an Internet Email address.

Account Access:
Through MBI's Internet banking services, Account Holder can access any Demand Deposit Account, Savings Account, and Term Deposit, selected by it. Account Holder will not be permitted to access any Account unless MBI's records indicate Account Holder is an owner or authorized representative of the Account.

Available Services.
Account Holder can use MBI's Internet banking services to:
I. Obtain balance information and statements for any of Account Holder's Account(s);
II. Review recent transaction details;
III. Transfer funds between Account Holder's Accounts and view transfers performed and/or requested;
IV. Request promotional information and applications about products and/or services;
V. Send electronic mail to MBI
VI. View current bank rates.
VII. Initiate wire transfers.

MBI will give the Account Holder a unique "password/code". Account Holder hereby agrees, declares and undertakes that only the Account Holder and its designated employees, legal representatives will be entitled to use this password/key and other security element and any transaction made by means of using this service shall be considered as made by the Account Holder. Account Holder shall be responsible for any losses and damages that may occur due to usage of the password by third parties under its knowledge or not, and MBI shall never be held responsible for them.

Account Holder hereby agrees and declares that all transactions to be performed under "Internet Banking Services" facilitated by MBI shall be performed without taking the signature/written order of the Account Holder. The Account Holder usage of password/code shall be considered as the signature/written order.

It is hereby agreed that the Account Holder shall protect and keep the password/code and other security elements which are given by MBI in a safe location. The Correspondent shall be responsible for taking necessary measures in order to protect and to keep the password/code and other security elements safe and not to be disclosed to any unauthorized third person. The Account Holder shall be responsible for any transactions made by unauthorized persons on the accounts and their results.

It is hereby agreed and declared that, the Correspondent is aware of all kind of security risks in the banking services systems offered through Internet and/or electronic media and any damage that may occur due to these risks shall be borne by the Account Holder.

34. Equipment:
Internet banking can be used with a personal computer equipped with a modem. MBI shall not be responsible for any attempted use of Internet banking services on equipment or for transaction errors or failure resulting from the malfunction or failure of the equipment Account Holder uses. In no event, shall MBI be liable for any loss, damage or injury from whatever cause, nor shall MBI be liable for any direct, indirect, special or consequential damages arising from or connected in any way with the use or maintenance of the equipment.

35. Service Charges:
Account Holder may be charged a fixed fee per month for the use of Internet banking services. There also may be a charge for transactions and other optional services. Account Holder agrees to pay any charges applicable to Account Holder's use of Internet banking services. The charges are subject to change at any time. A current list of charges can be found in MBI's Schedule of Fees, which is available in writing from MBI. Account Holder also agrees to pay the usual service charges imposed on Account Holder's Account, including any fees for failing to maintain a specified minimum balance.

36. Processing of Transactions:
Internet transactions initiated after 12:00 p.m., Monday through Friday, and all transactions made Saturdays, Sunday and Public Holidays, will be processed the next business day. These processing times are subject to change at any time.

37. Termination of Services:
Account Holder may terminate Account Holder's use of Internet banking services at any time by giving MBI five (5) business days advance notice. MBI may terminate Account Holder's use of these services at any time without prior notice.

MISCELLANEOUS PROVISIONS

38. Claims and Disputes:
A. If another person or entity makes a claim against funds in Account Holder's Account, or if MBI has reason to believe there is or may be a dispute over matters such as the ownership of the account or the authority to withdraw funds, MBI may, in its sole discretion, continue to rely on current signature cards, resolutions or other account documents, honor the competing claim upon receipt of evidence MBI deems satisfactory to justify such action, freeze all or part of the funds until the dispute is resolved to MBI's satisfaction or pay the funds into an appropriate court of law for resolution.
B. In the event MBI is served with complaints, levies, attachments, garnishments, summons, subpoenas, court orders or other legal process which name any Account Holder on the Account as debtor or otherwise, MBI shall be entitled to rely upon the representations, warranties and statements made in such legal process whether instituted in Puerto Rico or in another jurisdiction. Account Holder agrees that MBI may respond to any such legal process in its own discretion without regard to jurisdiction. Account Holders on the Account agree jointly and severally to hold harmless and indemnify MBI for any losses, expenses and costs, including attorneys' fees, incurred by MBI as a result of complying with such legal process.
C. In the event MBI receives written notice from a personal representative, executor or administrator purporting to represent Account Holder's estate, MBI shall be entitled to rely on all figures supplied and representations made in such written notice if MBI is provided with letters of appointment bearing a duly recognized court seal without regard to jurisdiction.
39. Severability:
Any term contained in this Agreement which is or becomes invalid or unenforceable under applicable law or regulation, shall not affect the validity or enforceability of the remaining terms.

40. Assignment:
MBI may assign or delegate any of MBI's rights or obligations under this Agreement to independent contractors or other third-party organizations without affecting the enforceability hereof, provided that MBI shall notify Account Holder a minimum of 10 business days prior to of such assignment taking effect. Account Holder's rights may not be assigned or transferred without MBI's written consent.

41. Costs
MBI may from time to time debit the amount of its costs and charges in respect of the banking services and facilities provided for hereunder to any account of the Account Holder opened hereunder or otherwise agreed. To the extent not prohibited by law, MBI may debit the Account for research, reproduction and production of documents in connection with court orders, subpoenas, summons, Administrative orders, levies, garnishments, attachments or other legal process, and any other expenses incurred by MBI in connection with such production of documents including, but not limited to, attorneys' fees. If MBI initiates any legal action to collect money owed to MBI or to clarify in good faith any matter or use under this Agreement, Account Holder agrees to pay all MBI's costs for such action, including attorneys' fees and costs. Account Holder agrees that in the event any legal proceeding is commenced between Account Holder and MBI, and in the event, any decision is rendered by any court with respect to such legal preceding either wholly or partly against Account Holder, or such legal proceeding is withdrawn or discontinued by Account Holder, Account Holder shall fully reimburse MBI for all costs, including legal fees, incurred in connection with such legal proceeding.

42. Notices:
A. Any notice, statement, demand or other communication by or from MBI shall be deemed validly given or served (i) if Account Holder has requested MBI to hold the same, when they are placed in Account Holder's file or (ii) if sent by post, electronic means or facsimile to Account Holder's email address or facsimile number (as appropriate) stated in any account mandate of Account Holder then current or to such address as Account Holder may have expressly notified, MBI for this purpose or the principal place of business of Account Holder. MBI has the right to destroy any notice, statement or other communication held for more than five years.
B. Any notice, instructions or other communication given by Account Holder to MBI shall be given in writing and shall be deemed validly given or served when received by the appropriate officer.

43. Reservation of MBI's Rights
Nothing in the arrangements between Account Holder and MBI for the opening and/or operating of an account for Account Holder shall be treated as constituting an implied agreement restricting or negating any lien, charge, pledge, right of set off or other right MBI may have existing or implied by law.
A. MBI reserves the right to reduce the rate of interest being accrued on Fixed Term Deposit in the event that the said deposit is cancelled prior to maturity.
B. MBI reserves the right to refuse withdrawal from a Fixed Term Deposit before maturity unless given at least thirty (30) days' notice in writing.
C. MBI reserves the right to refuse withdrawal from a Savings Account prior to being given seven (7) days prior notices in writing.
D. MBI reserves the right to refuse payment of interest on Savings Account if the account is closed or the balance falls below a minimum balance prior to the end of the month.
E. MBI reserves the right to charge interest on any overdrawn balances even if no prior arrangements are made.
F. MBI reserves the right to refuse third party checks or any other checks for deposit to Account Holder's accounts, and above a certain amount established at MBI's discretion from time to time.
G. MBI reserves the right to demand the replacement of any lost checks received on deposit.

44. Reversal of Payments
If at any time MBI shall credit any account authorized hereby, in contemplation of the receipt of funds at a later date, MBI may debit such account to the extent that such funds are not actually received for value at such later date.

45. Reversal of Instructions
Written instructions for the payment or transfer of funds or for the purchase or sale of any currency, once given by Account Holder hereunder, may only be reversed, amended or revoked by Account Holder with the consent of MBI (which consent shall not be withheld unless, in the case of such payment or transfer instructions, MBI reasonably determines that it would not be possible to give effect to any reversal, amendment or revocation or, in the case of such purchase or sale instructions, MBI has entered into other transactions in connection with such instructions).

46. Non-US Dollar Accounts
Balances in non-US dollar account shall be maintained in MBI's name for Account Holder's account with correspondent banks that may or may not be located within the principal jurisdiction in which the currency shall be legal tender. The maintaining of non- US dollar account shall be at Account Holder's risk as regards (a) any restrictions imposed, or freeze, seizure or forfeiture exercised in respect thereof by any governmental, judicial, quasi-judicial or regulatory authority or (b) any taxes, levies or imposts applicable to the balances in question (including, without limitation, exchange control or currency restrictions).

47. Conflicts of Terms
In the event of any conflicts or inconsistency between these General Conditions and any other provisions of the agreement between Account Holder and MBI into which these General Conditions are incorporated, the latter shall prevail.

48. Indemnities and Limitation Clause
MBI shall not be responsible for liability, loss or damage which may be caused by it acting in accordance with applicable laws, regulations, or rules (including, without limitation, rules and regulations of the various payment systems), or with the terms of MBI's agreement with other banks or financial institutions regarding the transaction of business with those banks or institutions notwithstanding that Account Holder may have given instructions to the contrary.
i. MBI shall not be liable to Account Holder for any action taken or not taken by it under the terms of this document unless directly caused by MBI's gross negligence or willful misconduct.
ii. The Account Holder shall indemnify defend and hold harmless MBI and its officers, directors, shareholders, related companies, employees, agents and attorneys (hereinafter called "the affected parties") from and against any and all liability, damage, fine, penalty, loss or expense (including attorneys' fees and costs and all fees and costs associated with enforcing this indemnification) suffered or incurred by MBI or any of the affected parties (including any seizure or forfeiture of the assets or property of MBI or the affected parties) resulting from any claim, action or proceeding whether criminal or civil against the Account Holder.
iii. Account Holder agrees that in no event will Account Holder claim damages against MBI in excess of Account Holder's direct loss of funds on deposit with MBI.
iv. In addition to any rights of set-off and any similar express or implied rights, MBI may at any time, as a continuous right, without notice or demand and at its sole and absolute discretion, freeze, retain for and indemnify itself and appropriate in or towards satisfaction of any liability dam- ages or loss suffered or incurred by MBI or the affected parties any money in any account of the Account Holder with MBI.

49. Due Diligence
Account Holder hereby authorizes and gives its consent to MBI to request any and all reports pertaining to Account Holder from any source that MBI in its sole discretion deems necessary or advisable for due diligence purposes and further consents to the disclosure of information relating to the affairs of the Account Holder to any such sources and to the transfer of such information or reports to MBI for due diligence purposes in opening and maintaining of the Account with MBI.

50. International Account Holder Status
Account Holder acknowledges and confirms that Account Holder is (a) not organized under the laws of Puerto Rico, nor maintains a principal place of business in Puerto Rico, nor considered a "resident" of Puerto Rico, nor a person who engages in a trade or business in Puerto Rico, (b) not any incorporated or other body, wherever incorporated, formed or organized, that is controlled by a person described in (a) above; (c) otherwise permitted under the Act Number 273 to carry on international banking business with MBI.

51. Governing Law and Jurisdiction
This Agreement shall be governed exclusively by the laws of Puerto Rico in force on the date Account Holder opens Account with MBI. Account Holder agrees that all disputes arising under or relating to this Agreement shall be brought in, decided by, and subject to the exclusive jurisdiction of the Courts of Puerto Rico and Account Holder expressly waives all defenses and claims based on lack of personal or subject matter jurisdiction of the Courts of Puerto Rico. Account Holder expressly submits to the personal jurisdiction of the Courts of Puerto Rico with respect to all matters arising from or pertaining to this Agreement.

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