Bankwell Bank

ELECTRONIC BANKING ACCESS AGREEMENT

1. Scope of Agreement

2. Definitions

3. Terms and Conditions of Electronic Banking

  1. Requirements

  2. Electronic Banking Services - General

  3. Electronic Mail (e-mail) Service

  4. New Services

  5. Your Electronic Banking Password

  6. Protecting Your Account

  7. Waiver of Requirement for Two or More Signatures

  8. Access to Electronic Banking Services for Business Customers

  9. Limitations on Our Liability for Certain Transfer Delays or Errors

  10. Limitations on Our Liability for Loss of Use of Funds

  11. General Limitation on Liability; Third Parties

  12. Overdrafts; Order of Payments and Charges

  13. Availability of the Electronic Banking Service; Cut-off Time

  14. Limitations of Funds Transfers

  15. Fees

  16. Disclosure of Account Information - Privacy Policy

  17. Resolution of Questions and Errors about Electronic Funds Transfers (Consumer Accounts)

  18. Liability for Unauthorized Use (Consumer Accounts)

  19. Resolution of Questions and Errors about Electronic Funds Transfers; Liability for Unauthorized Use (Non-Consumer Accounts)

  20. Preauthorized Transfers

  21. Documentation

  22. Our Liability

  23. Exclusion of Warranties

4. Terms and Conditions - General Provisions

  1. Termination

  2. Amendments

  3. Notices

  4. Assignment

  5. Governing Law

  6. Severability

  7. Entire Agreement

This Electronic Banking Access Agreement ("Agreement") is a contract that governs your ability to receive certain electronic banking services provided by Bankwell Bank (hereinafter referred to as "the Bank") ("Electronic Banking"). By using Electronic Banking, you agree to, and acknowledge that you have read and understand, the terms and conditions of this Agreement.

To obtain access to our Electronic Banking services, you must first indicate your affirmative consent to all the terms of this Agreement. You may indicate your consent electronically by following the on-screen instructions for accepting this Agreement. We recommend that you download or print this Agreement and keep a copy for your future reference.

1) SCOPE OF AGREEMENT

This Agreement governs your use of Electronic Banking. The terms and conditions in this Agreement are in addition to, and do not cancel or supersede, any other Bank Account Agreements, rules, disclosures, procedures, standards, policies, or signature cards relating to your deposits, loans or other business relationships with the Bank (collectively, the "Account Disclosures"). Except as provided in this Agreement, all of the terms, conditions, agreements, disclosures, and fees set forth in the Account Disclosures, as the Bank provides and amends them from time to time, shall remain in full force and effect. Additionally, your access to and use of Electronic Banking, including additional services offered today and in the future, will be subject to all of the terms or instructions that may appear on a screen when you activate, access or use Electronic Banking, the rules and regulations of any funds transfer system used in connection with Electronic Banking, and applicable state and federal laws and regulations, all as amended from time to time.

This Agreement, as it may be amended from time to time by Bank, is available on our website where you sign into Electronic Banking, at http://www.mybankwell.com/. Each time you access your accounts through Electronic Banking, you acknowledge receiving a copy of this Agreement in a form you can keep, you acknowledge your receipt and understanding of these disclosures, terms and conditions and you agree to be legally bound by this Agreement. You also agree as follows: (a) you have read all of the terms, conditions and disclosures in this Agreement; (b) you agree to receive periodic statements and/or transaction information, and other communications, disclosures and records relating to our products and services, by electronic means; and (c) you are able to access e-mails, website information, and you have an Internet service provider.

2) DEFINITIONS

As used in this Agreement, the following terms have the meanings given below:

"Bank" means Bankwell Bank.

"Bank Account Agreement" means the terms and conditions governing your consumer or business deposit account(s) at the Bank, as applicable, as amended from time to time.

"Business Day" means Monday through Friday and excludes Saturdays, Sundays, Federal holidays and days on which the Bank is closed.

"Consumer Account" means a deposit account or a loan account owned by one or more individuals and used for personal, family or household purposes.

"Non-Consumer Account" means a deposit account or a loan account that is not a Consumer Account, including business and other non-personal accounts.

"Transfer" and "transaction" mean any transfer of funds from or to your accounts at the Bank through Electronic Banking, including the Mobile Banking Service (defined below).

"User" means any individual you allow to access Electronic Banking.

"We," "us" and "our," mean the Bank.

"You," "your" and "Customer" mean the account holder authorized by the Bank to use Electronic Banking and anyone else who you allow to access Electronic Banking (such as a User).

Other terms defined in this Agreement shall have the meanings assigned to them by the applicable provisions of this Agreement.

3) TERMS AND CONDITIONS OF ELECTRONIC BANKING

A. Requirements

To access your accounts through Electronic Banking, you must have an active, eligible Bank deposit account or loan, and you must enter your user identification ("User Name") and password ("User Password") for Electronic Banking. You may contact us to find out which accounts are eligible. When you sign up for Electronic Banking you will create a User Name and User Password for each User. For more information about your User Password, see the Section of this Agreement entitled, "Your Electronic Banking Password." To use Electronic Banking, a business must provide us with a valid Taxpayer Identification Number.

Before you access Electronic Banking you must have the following equipment and software installed on your computer:

  1. Current secure browser, such as IE 9 (Internet Explorer), Netscape Navigator, or the latest version of Firefox, Chrome, Safari, or other browser program that supports Secure Sockets Layer Protocol.

  2. Patched operating systems.

  3. Current and up-to-date anti-virus program.

  4. An activated operating system software firewall.

In addition to the requirements listed above, if you are using a wireless home network to connect to Electronic Banking, for your protection and security you must also have:

  1. A wireless router that does not broadcast the home network's SSID. (SSID stands for service set identifier and is the public name for a wireless network).

  2. WPA (Wi-Fi Protected Access), which is the encryption for the wireless network and secures your home network.

  3. Strong User Password authentication for the network.

In addition to use of your User Name and User Password, you must also comply with any other security procedures of Electronic Banking, including those that we may establish from time to time. We may ask you to sign an amendment to this Agreement in connection with such additional security procedures. Such additional security procedures may require special hardware, software or third-party services. If you do not comply with all of these required security procedures, you will use Electronic Banking entirely at your own risk.

You acknowledge that if you download software to your cell phone that enables mobile banking, the Bank does not sanction the use of any third-party software for Electronic Banking that does not have our prior approval. You further acknowledge that third parties may offer such applications to cell phone users without our knowledge or approval. If you download such third- party software you do so entirely at your own risk.

We reserve the right to change these requirements at any time, and from time to time, with appropriate notice to you.

B. Electronic Banking Services - General

Electronic Banking provides several electronic banking services that allow you to manage your personal or business accounts from your home or office on your computer. The Electronic Banking services include, but are not limited to: (1) viewing account balances and reviewing transaction history, including accessing e-Statements, for accounts registered with the applicable service; (2) transferring funds between accounts, including preauthorized transfers (to the extent provided in the applicable Bank Account Agreement and Account Disclosures); (3) paying your bills online (provided that you first agree to an additional agreement for the Bank's bill payment service); and (4) communicating directly with us through e-mail. Electronic Banking also includes our mobile banking service ("Mobile Banking Service"), which is governed by this Agreement and a separate Addendum containing specific terms and conditions for the Mobile Banking Service.

Each service that we provide through Electronic Banking, now or in the future, may be subject to its own separate agreement, and you agree to be bound by any and all terms, conditions and rules that we communicate to you about each such service.

If you are a consumer, you represent and warrant to us that you will use Electronic Banking and its services solely for personal, family or household purposes and not for business or commercial purposes.

C. Electronic Mail (e-mail) Service

Electronic mail (e-mail) through Electronic Banking is a service that we provide for you to communicate with the Bank, for example, to ask questions about your account(s) and provide general feedback. E-mail is accessible after you sign on with your User Password to Electronic Banking. To ensure the security of your account information, we recommend that you only use the e-mail service provided through Electronic Banking to ask specific questions about your account(s). We therefore request that you do not send us or request from us any sensitive information (such as account numbers, User Names, User Passwords, financial information, etc). You acknowledge that e-mail communications through a third-party e-mail system may not be secure, and you make any such communications to us entirely at your own risk.

You cannot use e-mail to initiate transactions on your account(s). For any Electronic Banking transactions, you may only use the appropriate functions or services that we provide through Electronic Banking.

D. New Services

We may, from time to time, provide new or additional Electronic Banking services, and all such services shall be subject to the terms of this Agreement. By using such services when they become available, you agree to be bound by any and all terms, conditions and rules we communicate to you concerning such services.

E. Your Electronic Banking Password

When you sign up for Electronic Banking you will create a User Name and User Password for each User. You may change your User Password by following the applicable Electronic Banking instructions. For security purposes, we recommend that you memorize your User Password and do not write it down. You are solely responsible for keeping your User Password, account numbers and other account data confidential. We recommend that you change your User Password regularly in order to reduce the risks of unauthorized access by others who might discover your User Password.

If you believe that your User Password may have been lost or stolen, you must notify Bankwell Customer Service at once by calling (877) 715-3265.

F. Protecting Your Account

In addition to protecting your account information and User Password, you acknowledge that you are responsible for taking precautions to protect your personal identification information, including but not limited to your driver's license, Social Security Number or Taxpayer Identification Number, and any other information that by itself or together with information on your account(s) may allow unauthorized access to your account(s). It is your responsibility to protect all such personal information with the same level of care that you protect your account information. You acknowledge that you should only reveal your account number to a legitimate person or entity for a purpose you authorize (such as your insurance company for automatic payments).

Except as otherwise provided in this Agreement for transactions involving Consumer Accounts, you are responsible for all transfers, payments and other transactions that occur when your User Name and Password are used to access Electronic Banking. Except as otherwise provided in this Agreement for transactions involving Consumer Accounts, we will not be liable for and will not reimburse you for any losses that may occur as a result of use of your User Name and Password by a third party.

What You Can Do To Protect Your Accounts and Information

You agree to adopt and implement all reasonable security measures to protect your accounts and information including, but not limited to, observing the following guidelines:

G. Waiver of Requirement for Two or More Signatures

If your designated account(s) requires two or more signatures on checks or other items, such requirement does not apply to electronic transfers through Electronic Banking, and you release us from liability when making such transfers. This means that any User shall be deemed to be authorized by you to individually make electronic transfers from your account(s) through Electronic Banking, without confirmation or any action by another User.

H. Access to Electronic Banking Services for Business Customers

When you sign up for Electronic Banking you will create a User Name and User Password for each User. Only individuals who provide a taxpayer identification number will be allowed to have a User Name and User Password. Each User will have the ability to use all of the Services provided to you through Electronic Banking, including the ability to see account and/or loan information and to transfer funds from your account(s) through the bill payment service. Each User may also establish additional User Names and Passwords for additional Users. It is the sole responsibility of Customer to administer the Electronic Banking rights and responsibilities of its Users, including without limitation, ensuring that any individual that is no longer a User is no longer granted access to Electronic Banking. You can do this by deleting their User Name and Password from the Electronic Banking system.

Our Liability

We agree to make commercially reasonable efforts to ensure the full performance of Electronic Banking. We will be responsible for acting only on those instructions we actually receive from you in accordance with the terms of this Agreement. You agree we will not be liable for or have any responsibility for losses and damages:

Customer Representation and Warranties

You make the following representations and warranties:

Valid Business Entity. Customer is a legally organized, validly existing business entity in good standing.

For Business Purposes Only. Your use of Electronic Banking and its services is for business purposes, and NOT for personal, family or household purposes.

Appropriate Business Resolution. The entering into, delivery and performance of this Agreement have been validly authorized by proper sole proprietor, corporate, limited liability company or partnership, or partnership resolutions. The Users given access to Electronic Banking through a User Name and Password have been duly authorized to act on the entity's behalf and bind the entity with respect to the accounts and Electronic Banking.

User Authorization. We may consider each individual to whom you provide a new or existing User Name and User Password to be an authorized User of your Electronic Banking service. Unless otherwise restricted as permitted under this Agreement, Users are authorized to: (1) enter into this Agreement, including any amendments we may make from time to time; (2) access your account(s) in any manner and for any purpose available (whether available now or in the future) through Electronic Banking; and (3) use any Electronic Banking service in any manner and for any purpose available (whether available now or in the future) through Electronic Banking.

I. Limitations on Our Liability for Certain Transfer Delays or Errors

If we do not complete a transfer to or from your account on time or in the correct amount according to our applicable agreement with you, we may be liable for your losses or damages. However, there are some exceptions. Except as may otherwise be provided in this Agreement or applicable law, will not be liable to you: (a) If, through no fault of ours, you do not have sufficient funds in your account to make a transfer; (b) If a legal order directs us to prohibit withdrawals from the account; (c) If your account is closed, has a hold placed on it, or has been frozen; (d) If the transfer would cause your balance to exceed the credit limit for any credit arrangement set up to cover overdrafts; (e) If you, or anyone you allow, commits any fraud or violates any law or regulation; (f) If any electronic terminal, telecommunication device or any part of the electronic funds transfer system is not working properly; (g) If you have breached this Agreement, your Bank Account Agreement, or other applicable agreement with us; (h) If you have not properly followed the instructions for using Electronic Banking; (i) If circumstances beyond our control (such as fire, flood, system outages, Internet problems generally, or improper transmission or handling of payments by a third party) prevent the transfer; (j) If the Electronic Banking service you requested was not available at the time you requested it, and we had given you notice that it was not available.

J. Limitations on Our Liability for Loss of Use of Funds

Except to the extent otherwise provided in this Agreement in relation to transactions involving Consumer Accounts, if we make any error other than those described in Section I above, and if the error causes you to be wrongly deprived of the use of your funds for any period, our maximum liability to you will be to restore those funds to you (subject to any transfer requests you have made) and pay you interest on those funds, for the period you were wrongly deprived of them, at our standard statement savings account rate.

K. General Limitation on Liability; Third Parties

Except to the extent specifically provided in this Agreement, or where applicable law requires otherwise, you agree that neither we nor any of our third-party service providers or other agents shall be responsible for any losses, liability, damages, costs, expenses (including reasonable attorneys' fees), resulting in whole or in part from any act or failure to act of: (1) equipment or software; (2) Internet browsers (including without limitation, Netscape Navigator or Microsoft Internet Explorer); (3) Internet access providers; (4) our service providers; or (5) by an agent or subcontractor of any of the foregoing, as applicable. Neither we nor our service providers or agents or subcontractors shall be responsible for any direct, indirect, special or consequential, economic or other damages arising in any way out of the installation, use or maintenance of the equipment, software, browser, the Internet, or your access to or use of, or failure to access or use, any services through Electronic Banking.

L. Overdrafts; Order of Payments and Charges

When you use Electronic Banking, you must have sufficient funds available in your designated account to cover the amount of the transfers and any associated overdraft protection fees. We are not obligated to notify you if Electronic Banking does not complete a transfer because there are insufficient funds in your account to process the transfer. We may process transfers that exceed your available balance, but we are not obligated to do so. If we do, you agree to immediately pay us for the overdraft and any fees incurred. We may discontinue permitting overdrafts at any time, without prior notice.

If your account does not have sufficient funds to perform all electronic funds transfers (including, without limitation, ATM withdrawals, pre-authorized transactions, and Electronic Banking transfers) that you have requested for a given Business Day then the electronic funds transfers initiated through Electronic Banking may result in an overdraft of your account and may, in our sole discretion, be canceled.

We reserve the right to charge any fees you owe us against your account(s) prior to allowing withdrawals or implementing any transfer requests (subject to any limitations in your Bank Account Agreement or under applicable law).

M. Availability of Electronic Banking

You can access your accounts through Electronic Banking 7 days a week, 24 hours a day. However, at certain times, some or all of the Electronic Banking services may not be available due to system maintenance or circumstances beyond our control.

The balance of your accounts shown in Electronic Banking may differ from your records because it may not include deposits in progress, outstanding checks, or other withdrawals, payments, purchases or charges.

You acknowledge that we have provided you with Account Disclosures about the availability of deposits for withdrawal, including, without limitation, our Funds Availability Disclosure. The Account Disclosures are incorporated by reference into this Agreement and provide more detailed information about the availability of deposits for withdrawal.

N. Limitations on Funds Transfers

The number of transfers from a savings account is limited to six (6) transfers from your account each four (4) week or similar period, if by pre-authorized or automatic transfer, or telephone (including data transmission) agreement, order or instruction or by check, draft, debit card or similar order (including POS transactions, made by the depositor and payable to third parties. Transfers and withdrawals made in person, by messenger, by mail or at an ATM are unlimited.

With respect to transferring funds from an account on which we have placed a hold on all or part of the account balance, or as to which some or all of the balance is not otherwise available for withdrawal, you cannot transfer the portion of the funds held or otherwise unavailable until the hold expires and the funds become available for withdrawal.

O. Fees

There are no monthly or transaction fees for accessing your account(s) or making transfers among your accounts at the Bank through Electronic Banking. However, other fees and charges may apply to each of your accounts and other types of transactions and/or services relating to those accounts, regardless of whether you sign up for or use Electronic Banking. Other fees and charges may also apply to other services that the Bank offers, or may offer in the future, through Electronic Banking. Please refer to the applicable agreement, fee schedule, or other Account Disclosures for the current fees and charges related to each account, transaction, and/or service. We reserve the option, in our business judgment, to waive, reduce or reverse charges or fees in individual situations.

You also acknowledge that your Internet Service Provider (ISP) may assess fees for your use of Internet services generally. You are also responsible for any telephone charges incurred by accessing your accounts through Electronic Banking.

P. Disclosure of Account Information - Privacy Policy

By accepting this Agreement, you agree that we may provide information about you or your accounts or transactions to third parties in accordance with our Privacy Policy/Notice, as amended from time to time. A copy of our Privacy Policy is available on our website at http://www.mybankwell.com and is incorporated in this Agreement as if set forth in full. We will also provide an updated Privacy Policy to you periodically. By accepting this Agreement, you agree that we may provide our Privacy Policy to you electronically, although we may choose to send you a paper copy.

Examples of when we may disclose information to third parties about your account or the transfers you make include, but are not limited to:

Q. Resolution of Questions and Errors about Electronic Funds Transfers (Consumer Accounts)

The provisions of this Section of the Agreement apply only to electronic fund transfers that debit or credit a Consumer Account and that are covered by the federal Electronic Funds Transfer Act and Federal Reserve Board Regulation E. In general, Regulation E applies to accounts established by a natural person primarily for personal, family or household purposes. We may, when applicable, rely on any exceptions to the provisions of this Agreement that are provided in Regulation E. All terms not otherwise defined in this Section of the Agreement that are defined in Regulation E shall have the meanings assigned to them by Regulation E.

In case of questions or errors about electronic funds transactions through Electronic Banking contact us as soon as possible in any of the following ways: (1) Contact us by electronic mail (e-mail) at our designated e-mail address Ebanking@mybankwell.com; (2) Fax us at (203) 966-7473; (3) Telephone us at (877) 715-3265; or (4) Write to Bankwell Electronic Banking Department at 208 Elm Street, New Canaan, CT. 06840.

Do this as soon as you can if you think your statement, any transaction record or confirmation is wrong, or if you need more information about a transaction listed on a statement or transaction record or confirmation. We must hear from you no later than sixty (60) days after we have sent the first statement on which the problem or error appeared.

Tell us your name and account number (if any).

Describe the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) Business Days. If your complaint or error inquiry is about a Consumer Account, we will tell you the results of our investigation within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not provisionally credit your account.

We will tell you the results within three Business Days after completing our investigation. If we decide that there was no error, we will revoke any provisional credit and send you a written explanation. You may ask for copies of the documents that we used in our investigation.

R. Liability for Unauthorized Use (Consumer Accounts)

Notify us immediately if you believe another person has improperly obtained your User Password. Also notify us if someone has transferred or may transfer money from your account without your permission, or if you suspect any fraudulent activity on your account. Only reveal your account number to a legitimate person or entity for a purpose you authorize (such as your insurance company for automatic payments). Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit, if you have one). To notify us, call Bankwell Customer Service at (877) 715-3265, email us at Ebanking@mybankwell.com or write to Bankwell Customer Service, 208 Elm Street, New Canaan, CT. 06840.

If your account is a Consumer Account and you tell us within two (2) Business Days after you learn of a loss or theft of your User Password, you can lose no more than $50 if someone used Electronic Banking without your permission. If you do not tell us within two (2) Business Days after you learn of the loss or theft of your User Password, and we can prove we could have stopped someone from using your User Password and Electronic Banking without your permission had you told us, you could lose as much as $500.

Also, if your statement shows transactions that you did not make or authorize, including those made with your User Password, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or hospital stay) kept you from telling us, we will extend the time periods.

You should also call the number or write to the address listed above if you believe a transfer has been made using the information from your check without your permission.

S. Resolution of Questions and Errors about Electronic Funds Transfers; Liability for Unauthorized Use (Non-Consumer Accounts)

The error resolution and liability provisions of Regulation E do not apply to Non-Consumer Accounts. Therefore, Non-Consumer Account holders must notify us immediately if they discover or suspect any unauthorized transactions or errors. You must promptly examine your account statement upon receipt. If you find that your records and ours disagree, you must notify us immediately. You must also notify us immediately if you believe another person has improperly obtained your User Password or has transferred or may transfer money from your account without your permission, or if you suspect any fraudulent activity on your account. To notify us, call Bankwell Customer Service at (877) 715-3265, email us at Ebanking@mybankwell.com or write to Bankwell Customer Service, 208 Elm Street, New Canaan, CT. 06840.

Your failure to notify us of an unauthorized transaction on a Non-Consumer Account within 30 days from the date we send or make your account statement available to you, which the unauthorized transaction first appears, will conclusively mean that the transaction is authorized.

We will investigate your claim or question and respond to it in a commercially reasonable period of time. If you telephone us, we may request that you give us the information in writing. Except as otherwise stated herein in connection with an unauthorized transaction that occurs due to our failure to follow the security procedures herein (i) Non-Consumer Account holders assume sole responsibility for any unauthorized use, including without limitation, unauthorized use of their User Name and/or User Password and (ii) Non-Consumer Account holders shall be liable for, and shall immediately indemnify, defend and hold us and our service providers and agents harmless from and against all claims, actions, proceedings, loss, cost, damage, and expense (including reasonable attorneys' fees) arising from or relating to any unauthorized transaction(s).

You agree that use of a User Name and User Password when accessing your Electronic Banking service is a commercially reasonable security procedure. If any instructions initiated by you through Electronic Banking and accepted by us in compliance with these security procedures contain any error, to the full extent allowed by law you shall be liable for, and shall immediately indemnify, defend and hold us and our service providers and agents harmless from and against all claims, actions, proceedings, loss, cost, damage, and expense (including reasonable attorneys' fees) arising from or relating to the erroneous instructions. The Bank's records demonstrating compliance with these security procedures will be deemed conclusive proof that the payment or transfer request that we received was authorized and that you are bound by those instructions.

With respect to payment requests from Non-Consumer Accounts that are subject to Article 4A of the Uniform Commercial Code, as adopted and amended in Connecticut ("UCC 4A"), we are liable only for damages required to be paid under UCC 4A, such as when an unauthorized transfer from your account is due to our failure to adhere to the security procedures described herein. In no event, except as may be required by law, shall we or our service providers or agents be liable for any special, indirect or consequential loss, damage, costs or expenses of any nature (including reasonable attorneys' fees), and including, without limitation, lost profits, even if we have been informed of the possibility of such damages.

The limitations on liability of the Bank and our service providers and agents as provided in this Agreement are in addition to, and shall not diminish, any limitations on this liability contained in your applicable Bank Account Agreement or any other agreement between you and the Bank.

T. Preauthorized Transfers

If you have established regular transfers among your accounts through Electronic Banking, you can stop any of these preauthorized transfers by utilizing the stop payment function available in Electronic Banking or by calling Bankwell Customer Service at (877) 715-3265, or writing to Bankwell, 208 Elm Street, New Canaan, CT. 06840 in time for us to receive your request three (3) Business Days or more before the transfer is scheduled to be made. If you call, we may also require you to put your request in writing within 14 days after you call. We will charge you the stop payment fee for each stop-payment order you make, as disclosed in the applicable service charge schedule or disclosure. You may stop a transfer at any time prior to the transfer being processed.

If you order us to stop payment of a pre-authorized transfer from a Consumer Account in accordance with this Agreement, and we do not do so, and the transaction is subject to Regulation E, we will be liable for your losses or damages. If our failure to stop payment was not intentional and resulted from a bona fide error despite the fact that we maintained procedures reasonably adapted to avoid the error, our liability will be limited to the actual damages proved.

U. Documentation.

You will get a monthly account statement.

V. Our Liability (Consumer Accounts).

If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

(1) If, through no fault of ours, you do not have enough money in your account to make the transfer.

(2) If Electronic Banking was not working properly and you knew about the breakdown when you started the transfer.

(3) If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken.

(4) There may be other exceptions stated in our Agreement with you.

W. Exclusion of Warranties.

ALL OF THE SERVICES AVAILABLE THROUGH ELECTRONIC BANKING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SERVICES AVAILABLE THROUGH ELECTRONIC BANKING ARE NOT ERROR FREE, AND ARE NOT CONTINUOUSLY AVAILABLE.

4) GENERAL PROVISIONS

A. Termination

We may cancel your Electronic Banking access at any time without prior notice to you, for any reason, except as may be required by law. For instance, we may cancel your access if you do not have sufficient funds in one or more of your accounts to cover any fees that are chargeable for Electronic Banking transactions. In this case, Electronic Banking services may be reinstated once we are satisfied that sufficient funds are available in your accounts to cover any fees and other pending transfers or debits. In order to request reinstatement of your Electronic Banking services, you must call Bankwell Customer Service at (877) 715-3265.

If you do not access your accounts through Electronic Banking for any (1) one year period, the Bank reserves the right to terminate your Electronic Banking service without notice.

If you want to cancel any of the services offered through Electronic Banking, you must contact Bankwell Customer Service at (877) 715-3265 or send us cancellation instructions in writing to Bankwell, 208 Elm St. New Canaan, CT 06840. If you close all of your accounts, you must notify Bankwell Customer Service to cancel the Electronic Banking services.

B. Amendments

We reserve the right to change the charges, fees or other terms described in this Agreement from time to time without notice, except as may be prohibited or limited by law. However, if your Electronic Banking service relates to a Consumer Account, we will mail or deliver a written notice to you of the changes at least 21 days before the effective date of the change, if the change would result in increased fees or charges, increased liabilities for you, fewer types of available electronic fund transfers or stricter limitations on the frequency or dollar amounts of transfers, unless prior notice is excused by law.

You may decline a change by notifying us prior to the change's effective date to discontinue your Electronic Banking services. However, if you fail to terminate your Electronic Banking services before the effective date and use any of the Electronic Banking services on or after the effective date, you will be deemed to have accepted and agreed to the changes, and they will become legally binding upon you. Changes to fees applicable to specific accounts are governed by the applicable Bank Account Agreement and Account Disclosures.

C. Notices

We may give you notices relating to Electronic Banking or any of your accounts that can be accessed with Electronic Banking, and you may give us similar notices, in any one or more of the following ways: (1) electronically online at our website when you access Electronic Banking; (2) by mailing a paper notice, which we may mail to you at your address shown on our records or you may mail to us at Bankwell, 208 Elm Street New Canaan, CT 06840 (3) by sending an electronic mail message (e-mail). We may send e-mails to you at your designated e-mail address or any changed e-mail address you later designate by notice to us. You may send e-mails to us at Ebanking@mybankwell.com or any other e-mail address we designate from time to time by notice to you.

By accepting this Agreement, you agree that any of the notice methods provided above qualifies as a "written notice" for all purposes under this Agreement, any other agreement between us, and otherwise under applicable law.

D. Assignment

You may not assign this Agreement or your rights or responsibilities under this Agreement to any other party, and any attempted assignment shall be null and void. The Bank may assign this Agreement to any affiliated entity or any successor. We may also assign or delegate any or all of our rights and responsibilities under this Agreement to one or more independent contractors or other third party service providers, and any rights or responsibilities so assigned or delegated may be exercised or enforced by either the Bank or such service providers. Any reference in this Agreement to the Bank also shall be considered a reference to any service provider performing services under this Agreement on our behalf.

E. Governing Law

This Agreement is governed by, and is subject to, the laws of the State of Connecticut, without regard to its choice or conflicts of laws provisions.

F. Severability

If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of such provision in other jurisdictions, and of the remaining provisions of this Agreement in all jurisdictions, will not in any way be affected or impaired.

G. Entire Agreement

With the exception of any notices provided by the Bank to you regarding Electronic Banking, this Agreement sets forth the entire and only agreement between you and the Bank with respect to your use of Electronic Banking. Any prior or contemporaneous agreements, representations, statements, negotiations, undertakings, promises or conditions, whether oral or written, including the Bank Account Agreements and Account Disclosures, which conflict with the provisions in this Agreement are superseded by this Agreement to the extent of such conflict.

Mobile Banking Service Agreement

The Mobile Banking Service is provided to you by Bankwell Bank as an electronic banking service and powered by a third party (the "Licensor") mobile technology solution. Section A of this Mobile Banking Service Agreement is a legal agreement between you and Bankwell. Section B of this Mobile Banking Service Agreement is a legal agreement between you and the Licensor.

SECTION A

1. Introduction.

This Mobile Banking Service Agreement (this "MBS Agreement") is part of the following applicable agreement between you and the Bank: Electronic Banking Access Agreement for consumer customers and certain business customers or the Business Banking Master Services Agreement for certain business customers (each such agreement referred to herein as the "Agreement").This MBS Agreement is hereby incorporated by reference into the Agreement. The Agreement governs your use of our electronic banking service ("Electronic Banking"). The Mobile Banking Service may be used to access Electronic Banking. In the event of a conflict or inconsistency between this MBS Agreement and the Agreement, the term or terms of this MBS Agreement will control, unless otherwise provided in this MBS Agreement.

The terms and conditions of this MBS Agreement govern your use of certain Electronic Banking services via a cell phone, tablet or other handheld mobile device, as described below (the "Mobile Banking Service" or "MBS"). We may offer additional MBS services and features in the future. Any added MBS services and features will be governed by this MBS Agreement and the Agreement, and by any terms and conditions provided to you at the time the new MBS service or feature is added or at the time of enrollment for the feature or service, if applicable.

By using the MBS, you accept and agree to all of the terms, conditions and notices contained in this MBS Agreement and the Agreement and accept responsibility for your use of the MBS in accordance with the terms of this MBS Agreement and the Agreement. Further, your use of the MBS is subject to the terms and conditions of any agreement between you and Bankwell that is applicable to the products and/or services accessed through the MBS, such as any deposit account agreement and disclosures governing your account, Funds Availability Policy and the Agreement. Please read this MBS Agreement, the Agreement, and all such additional agreements carefully before using the MBS, and keep a copy for your records.

In this MBS Agreement, the words "you" and "your" mean each user who has registered for the MBS, as well as any business entity on behalf of which an individual user registers. The terms "Bankwell", "we," "us" and "Bank" refer to Bankwell Bank, its successors and assigns. Unless otherwise defined in this MBS Agreement, all capitalized terms shall have the meanings given to them in the Agreement. This MBS Agreement covers only the MBS, and it shall not be construed to apply to other products or services.

2. Amendment, Termination or Suspension of Service.

Except as otherwise required by law, we may in our sole discretion change these terms, and modify or cancel the MBS or any of its features, from time to time and at any time, without notice, unless required by law or regulation. This may include adding new or different terms to, or removing terms from, this MBS Agreement or the Agreement. When changes are made we will update this MBS Agreement on the mobile banking portion of our Electronic Banking website at www.mybankwell.com (the "Website"). The Website will be updated on or before the effective date, unless (i) the Licensor has made a modification and did not provide the Bank with advance notice; or (ii) an immediate change is necessary to maintain security or to prevent fraud; or (iii) a legal requirement requires immediate change; in which event this MBS Agreement will be updated within a commercially reasonable period of time. You will be notified of changes to the MBS Agreement which materially affect your rights. By continuing to use the MBS after such notice of any change, you agree to the change. We will provide you with prior notice of amendments to this MBS Agreement when required by applicable law.

We may terminate or suspend all or any part of the MBS at any time, in our discretion, without notice to you, and without liability to you. No termination of the MBS or any part thereof will affect your liability or obligations under this MBS Agreement or the Agreement accruing prior to the date of termination or any provisions of this MBS Agreement or the Agreement which, by their nature or by express provision, are intended to survive termination. When you ask us to activate the MBS, and each time you use or allow others to use the MBS, you confirm your agreement to abide and be bound by the terms and conditions of the MBS and this MBS Agreement as in effect at that time. The MBS is not intended to replace access to your Electronic Banking service from your personal computer. The Bank may limit the types and number of accounts eligible for access through the MBS at any time.

You shall immediately install any upgrades, patches or fixes required for security reasons or otherwise for the proper functioning of the MBS, regardless of whether requested by us or our service providers.

3. Services.

The Mobile Banking Service is a service of Electronic Banking. The MBS allows you to access certain Electronic Banking services, which are described in the Agreement. Certain features and functions available through Electronic Banking may not be available using the MBS.

4. Registration/Activation.

In order to access the MBS, you must have a cell phone or other handheld device that can send and receive information using the technology that supports the Mobile Banking Service (a "Mobile Device"). The MBS may not be available through all mobile service providers and carriers, and some mobile phones and other wireless devices may not be supported. The list of Mobile Devices that currently support the MBS is set forth on the mobile banking portion of the Website; however, this list is subject to change from time to time to reflect changes in the Mobile Devices and telecommunications carriers that support the MBS. You are responsible for periodically referring to the Website to determine currently supported mobile service providers, carriers, and Mobile Devices. The technical standards required to access and use the MBS (the "Mobile Technical Standards") may vary among the types of Mobile Devices and telecommunications carriers that support the MBS, and may be updated from time to time by the carriers. You are responsible for satisfying any Mobile Technical Standards. Those Mobile Technical Standards that carriers have provided to the Bank are found on the Website. You understand and agree that Licensor or the telecommunication carriers may modify the supported Mobile Devices and/or the Mobile Technical Standards at any time, without prior notice, and that Licensor, the telecommunication carriers and the Bank shall not be liable to you for your failure to access or use the MBS due to any such modifications.

Depending on the Mobile Device and telecommunications carrier you use, you may be required to download and install an application or other software to your Mobile Device (a "Mobile Application") in order to access and use the MBS. It is solely your responsibility to download and properly install any Mobile Application that is required in order to access the MBS through your Mobile Device and telecommunications carrier. By downloading the Mobile Application, you agree to the additional terms and conditions contained in the End User License Agreement Terms set forth in Section B of this MBS Agreement, and any other terms and conditions required by the Licensor of the Mobile Application. You understand that the Mobile Application is being provided by a third party, and the Bank has no responsibility whatsoever to you in connection with the Mobile Application. You are solely responsible for complying with all terms of use applicable to the Mobile Application, and properly downloading, installing, updating, and using the Mobile Application. the Bank has no obligation whatsoever to notify you of any changes to or new releases for any Mobile Application and the Bank shall have no liability for any claims or damages arising from or relating to the Mobile Application, or your failure to comply with any terms of use for the Mobile Application or your failure to download and properly install any update. You agree that any Mobile Application is licensed, not sold, solely for your use in accessing the MBS.

Further, any Mobile Application is licensed to you "AS IS" without any warranty. THE BANK DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY MOBILE APPLICATION, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. You release the Bank, its service providers, affiliates and all other parties from all claims and damages that may arise from or relate to your use of any Mobile Application. You agree not to reverse engineer, decompile, disassemble or attempt to learn the source code of any Mobile Application, and you may not redistribute any Mobile Application.

We reserve the right to refuse or cancel your registration for the MBS if we cannot verify information about your Mobile Device. Access to the MBS requires the use of a User Name and User Password, or other security procedure that you select if we offer optional or alternative security procedures, now or in the future. All terms and conditions in the Agreement relating to User Names and User Passwords for the Electronic Banking service apply to the use of your User Names and User Passwords for the MBS.

You accept responsibility for making sure that you understand how to use the MBS before you actually do so, and then that you always use the MBS in accordance with online instructions posted on the Website, which are made a part of this MBS Agreement by this reference. You also accept responsibility for making sure that you know how to properly use your Wireless Device and the MBS software, including the Mobile Application, as they may be changed or upgraded from time to time. The Bank may change or upgrade the MBS from time to time. In the event of such changes or upgrades, you are responsible for making sure that you understand how to use the MBS as changed or upgraded.

5. Third Party Fees.

You are solely responsible for fees, including for web access, cellular and/or data or text message charges, that may be billed by your mobile carrier based on your individual plan. Check with your mobile carrier for details on specific fees and charges that may be applicable.

6. Mobile Banking Service Limitations.

It is important that you understand the limitations of the MBS, including but not limited to the following:

The balance of each deposit account you link to the MBS (each a "Mobile Account") may change at any time as we process items and fees against your Mobile Accounts, and the information provided to you through the MBS may become quickly outdated.

Because the MBS is accessible only through your Mobile Device, your access to the MBS may be limited by the service provided by your telecommunications carrier.

There may be technical or other difficulties related to the MBS. These difficulties may result in loss of data, personalized settings or other MBS interruptions. Except as may otherwise be required by law or regulation, neither the Bank nor its service providers assume any responsibility for the timeliness, deletion, or misdelivery of any user data, failure to store user data, communications or personalized settings in connection with your use of the MBS; nor for the delivery or the accuracy of any information requested or provided through the MBS.

Neither we nor any of our service providers assumes responsibility for the operation, security, functionality or availability of any Mobile Device or mobile network which you utilize to access the MBS, nor guaranty that you will have continuous or uninterrupted access to the MBS. We are not responsible for any delay, failure or error in the transmission or content of information provided through the MBS. Except as may otherwise be required by law or regulation, neither we nor any of our service providers and affiliates will be liable for damages arising from the non-delivery, delayed delivery, or improper delivery of any information through the MBS, from any inaccurate information provided through the MBS, from your use of or reliance on any information provided through the MBS, or from your inability to access the MBS.

We will not be liable to you for any losses caused by your failure to properly use the MBS or your Mobile Device. We reserve the right to refuse to make any transaction you request through the MBS for any reason. You agree and understand that the MBS may not be accessible or may have limited utility over some mobile networks, such as while roaming.

You agree to exercise caution when utilizing the MBS and/or the Mobile Application on your Mobile Device and to use good judgment and discretion when obtaining or transmitting information.

Financial information obtained through the MBS (including, without limitation, any text message alerts) reflects the most recent Mobile Account information available through the MBS and may not be accurate or current. You agree that neither we nor our service providers will be liable for any errors or delays in the content, or for any actions taken in reliance thereon, except as may otherwise be required by law or regulation. Certain features and functions available through Electronic Banking may not be available using the MBS.

You understand that the MBS is provided by the Bank through the Licensor, and the Bank shall not be liable to you for any modification, interruption or termination of all or any portion of the MBS due to the acts or omissions of Licensor or its agents.

7. Security.

You will use a User Name and User Password when accessing the MBS, or use such other security procedure that you select if we offer optional or alternative security procedures, now or in the future. You also agree to complete any additional security procedures Electronic Banking or we may require,. Your use of the MBS after we introduce or you select a new security procedure signifies your agreement to the use of such security procedure and that such security procedure, even if it does not involve the use of a User Name or User Password, is reasonable.

Once you have registered for the MBS, your Mobile Device may be used to obtain information about your Mobile Accounts, and perform transactions on and make transfers between Mobile Accounts. You are responsible for maintaining the security of your Mobile Device and you are responsible for all transfers made using your Mobile Device, except as may otherwise be required by law or regulation. The MBS will display sensitive information about your Mobile Accounts, including balances and transfer amounts. Anyone with access to your Mobile Device may be able to view this information.

In order to prevent misuse of your Mobile Accounts through the MBS, you agree to protect your User Names and User Passwords, or other security procedure that you select if we offer optional or alternative security procedures now or in the future, associated with your Electronic Banking service and the MBS, and to monitor your Mobile Accounts on a daily basis.

In addition to protecting your User Names and User Passwords, or other security procedure that you select if we offer optional or alternative security procedures, now or in the future, and other account information, you should also take precautions to protect your personal identification information, such as your driver's license, Social Security Number, etc. This information by itself or together with other account information may allow unauthorized access to your Mobile Accounts. You are also responsible for protecting and securing all information and data stored in your Mobile Device.

8. Additional Usage Obligations.

When you use the Mobile Banking Service to access your Mobile Accounts, you agree to the following terms (which terms shall survive the termination of this MBS Agreement or the Agreement):

a) Account Ownership/Accurate Information. You represent that you are the legal owner of the Mobile Accounts and other financial information which may be accessed through the MBS. You represent and agree that all information you provide to us in connection with the MBS is accurate, current and complete, and that you have the right to provide such information to us for the purpose of operating the MBS. You agree to not misrepresent your identity or your Mobile Account information. You agree to keep your Mobile Account information up to date and accurate.

b) Proprietary Rights. You are permitted to use content delivered to you through the MBS only in connection with your proper use of the MBS. You may not copy, reproduce, distribute, or create derivative works from this content.

c) User Conduct. You agree not to use the MBS or the content or information delivered through the MBS in any way that would (i) infringe any third-party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, including any rights in the MBS software or the Mobile Applications, (ii) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of the MBS to impersonate another person or entity, (iii) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), (iv) be false, misleading or inaccurate, (v) create liability for us or our affiliates or service providers, or cause us to lose (in whole or in part) the services of any of our service providers, (vi) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing, (vii) potentially be perceived as illegal, offensive or objectionable, (viii) interfere with or disrupt computer networks connected to the MBS, (ix) interfere with or disrupt the use of the MBS by any other user, (x) result in unauthorized entry or access to the computer systems or networks of others; (xi) send unsolicited electronic mail messages (also known as spam).

d) No Commercial Use or Re-Sale. You agree not to resell or make commercial use of the MBS, provided that a business entity registered to use the MBS as a business entity may use the MBS for its own business purposes.

e) You agree to take every precaution to ensure the safety, security and integrity of your Mobile Accounts and transactions when using the MBS. You agree not to leave your Mobile Device unattended while logged into the MBS and to log off immediately at the completion of each access by you. You agree not to provide your User Password, or other security procedure that you select if we offer optional or alternative security procedures, now or in the future, or other access information to any other person. If you do, we will not be liable for any damage resulting to you, except as may otherwise be required by law or regulation. You agree to notify us immediately if you lose, or change or cancel the number of, your Mobile Device. If you believe that someone may have unauthorized access to your MBS, you agree to cancel your MBS associated with the Mobile Device immediately. You agree to provide us with immediate notice in the event you suspect fraud or any unauthorized access to any of your Mobile Accounts. You agree to comply with all applicable laws, rules and regulations in connection with the MBS.

f) You agree not to access or use the MBS from locations outside of the United States.

g) You agree to notify us immediately to disable the MBS from your Mobile Device if your User Name or User Password, or other security procedure that you select if we offer optional or alternative security procedures, now or in the future, has been compromised, lost, stolen or used without your authorization, or if your Mobile Device has become compromised, lost, stolen or used without your authorization. Failure to notify us immediately could result in the loss of all money accessible by your User Name and User Password. or other security procedure that you select if we offer optional or alternative security procedures, now or in the future. You could lose all the money in your Mobile Account. For a more detailed explanation of your liability and the liability of the Bank for unauthorized transactions, refer to the Agreement, which was provided to you previously or in conjunction with this MBS Agreement.

h) To the extent that we or our service providers require information about you in order to provide the MBS, you hereby consent to the exchange of such information between us and such service providers.

9. Exclusion of Warranties; Limitation of Liability; Indemnification.

Limitations on the Bank's liability are described in any deposit account agreement and disclosures governing your deposit account and the Agreement. In addition:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MBS IS AT YOUR SOLE RISK. THE MBS IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MBS IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND BANKWELL IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, WHETHER DUE TO ANY COMPUTER VIRUS OR OTHERWISE. BANKWELL MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY, RELIABILITY, OR CURRENCY OF ANY THIRD PARTY INFORMATION OR DATA THAT YOU OBTAIN THROUGH THE USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BANKWELL OR THROUGH OR FROM YOUR USE OF THE MBS WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THESE TERMS.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NON-PERFORMANCE OF THE MBS (INCLUDING ANY SOFTWARE OR THEIR MATERIALS SUPPLIED IN CONNECTION WITH THE MBS) SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE APPLICABLE MOBILE BANKING SERVICE. Some jurisdictions do not allow the exclusion of certain warranties, so the above exclusions may not apply to you. You may also have other legal rights, which vary by state.

INDEMNIFICATION. EXCEPT AS OTHERWISE REQUIRED BY LAW OR REGULATION, YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES, EXPENSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES) CAUSED BY OR ARISING FROM YOUR USE OF THE MBS, OR THE USE OF THE MBS BY ANY OF YOUR CO-DEPOSITORS OR ANY OTHER PERSON WHOM YOU HAVE PERMITTED TO USE THE MBS, YOUR BREACH OF THIS AGREEMENT, YOUR INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND/OR YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT.

11. Miscellaneous.

a) Consent to use of Data. You agree that the Bank may collect information about your Mobile Device, system and application software in connection with offering and operating the MBS and to enhance your experience when using the MBS. To read our privacy statement, visit the Website.

b) We reserve the right to block access or delete the MBS software from your Mobile Device if we or our agents or the MBS service providers have reason to believe you are misusing the MBS or otherwise not complying with this MBS Agreement or the Agreement, or have reason to suspect your Mobile Device has been infected with malicious software or virus.

c) The Bank is not responsible for translating any of the information contained within the MBS to any other language and we are not responsible for the accuracy of any third party translating services.

d) For assistance with our Mobile Bank Service visit the Website, call (877) 715-3265 or visit a local branch of the Bank. Do not attempt to communicate with a Bank representative via SMS Text Messaging or any form of unencrypted electronic message.

e) The Bank may provide links to third party websites without endorsing the accuracy or safety of the third party service, and the Bank disclaims all liability for any linked sites or their content. It is important for you to take necessary precautions to ensure appropriate safety from viruses, worms, Trojan horses, and other potentially destructive items. When visiting external websites, you should review those websites' privacy policies and other terms of use to learn more about how they collect and use any personally identifiable information.

f) The Bank reserves the right to employ "cookie" technology as a prerequisite for your use of the MBS. You must allow the use of "cookies" or the MBS may not function as intended.

g) You are responsible for the acquisition, upkeep and management of your Mobile Devices. Further, you are responsible for procuring network or cellular connections. The Bank does not provide internet or cellular connectivity or the devices associated with the use of this Service.

h) You are responsible for the accuracy of your data entry and use of the application when accessing Mobile Accounts and conducting transactions. The Bank is not liable for errors caused by your misuse or error. This includes any error caused by "pre-filling" or automated entry done on your behalf by the device, system or application software.

i) You are responsible for keeping all Mobile Account and login information private and ensuring that you do not download viruses or malicious software that could put your confidential information at risk.

j) The Bank maintains the right to contact you via your Mobile Device as a means to relay important Mobile Account information or information about the use of the MBS for as long as you are enrolled in the MBS.

k) We specifically do not warrant that the MBS will function in any foreign countries.

l) The Bank locations are provided to you as a convenience and we are not liable for the accuracy or effectiveness of the information. We are not liable for death or damage as it relates to the use of such location services.

m) The Bank shall not be liable for any failure to perform its obligations under this MBS Agreement or the Agreement due to the occurrence of an event beyond our control (including without limitation as fire, flood, power outage, acts of God, government or civil authority, civil or labor disturbance, war, riots, or the failure of our service providers to perform).

12. Third Party Beneficiaries.

You agree that our MBS service providers (including any provider of the Mobile Application or other MBS software) may rely upon your agreements and representations in this Agreement, and such service providers are third party beneficiaries of such agreements and representations, with the power to enforce those provisions against you, as applicable and as the circumstances or context may require.

SECTION B

END USER LICENSE AGREEMENT TERMS FOR THE DOWNLOADABLE APP

To be Agreed to by End User Prior to Use of the Downloadable App

1. Ownership. You acknowledge and agree that a third party provider or licensor to your financial services provider ("Licensor") is the owner of all right, title and interest in and to the downloaded software to be used for access to mobile banking services from your financial services provider and the computer programs contained therein in machine readable object code form as well as any accompanying user documentation along with all subsequent copies, updates or versions thereof which are made available to you (if any), regardless of the media or form in which they may exist (collectively the "Software").

2. License. Subject to the terms and conditions of this Agreement, you are hereby granted a limited, nonexclusive license to use the Software in accordance with the terms of this Agreement. All rights not expressly granted to you by this Agreement are hereby reserved by the owner of the Software. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the Software. This Agreement may be terminated at any time, for any reason or no reason. Upon termination, you agree to immediately destroy all copies of the Software in your possession or control.

3. Restrictions. You shall not: (i) modify, revise or create any derivative works of the Software; (ii) decompile, reverse engineer or otherwise attempt to derive the source code for the Software; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or (iv) remove or alter any proprietary notices, legends, symbols or labels in the Software, including, but not limited to, any trademark, logo or copyright.

4. Disclaimer Warranty. THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. NO WARRANTY IS PROVIDED THAT THE SOFTWARE WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. YOUR USE OF THE SOFTWARE AND ANY OTHER MATERIAL OR SERVICES DOWNLOADED OR MADE AVAILABLE TO YOU THROUGH THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE.

5. Limitations of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR , THE PROVIDER OF ANY FINANCIAL SERVICES AVAILABLE THROUGH OR RELATED TO THE SOFTWARE, ANY OF THEIR CONTRACTORS OR PROVIDERS OR ANY OF EACH OF THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, LIABILITY OF LICENSOR OR ANY OF THE OTHER PERSONS OR ENTITIES DESCRIBED IN THE PRECEDING SENTENCE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE SHALL NOT EXCEED IN THE AGGREGATE THE LESSER OF $10.00 OR THE SUM OF THE FEES PAID BY YOU FOR THIS LICENSE.

6. U.S. Government Restricted Rights. The Software is commercial computer software subject to RESTRICTED RIGHTS. In accordance with 48 CFR 12.212 (Computer software) or DFARS 227.7202 (Commercial computer software and commercial computer software documentation), as applicable, the use, duplication, and disclosure of the Software by the United States of America, its agencies or instrumentalities is subject to the restrictions set forth in this Agreement.

7. Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement will be governed by and construed in accordance with the laws of the state of California excluding that body of laws pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions will remain effective and enforceable. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of California and the parties expressly consent to jurisdiction and venue thereof and therein. The parties confirm that this Agreement and all related documentation are and will be in the English language. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly waived and excluded.

8. Content and Services. Neither Licensor nor the provider of the wireless network is the provider of any financial services available through or related to the Software, and neither Licensor nor the provider of the wireless network or any contractor of the provider of the financial services available through or related to the Software, is responsible for any of the materials, information, products or services made available to you via the Software.

BILL PAYMENT SERVICE AGREEMENT

This Bill Payment Service Agreement (the "Bill Payment Agreement") is by and between Bankwell Bank, (hereinafter referred to as "the Bank") and any individual or business entity that consents to be bound by this Bill Payment Agreement ("Customer"). The Bank's bill payment service (the "Service") is a service of the Bank's electronic banking service ("Electronic Banking"). The Service permits you to make payments to third parties from certain accounts you maintain at the Bank. This Bill Payment Agreement is incorporated by this reference into the Electronic Banking Access Agreement ("Electronic Banking Agreement") by and between Bank and Customer. As used in this Bill Payment Agreement, the terms "we," "us," "our" and "Bank" refer to Bankwell. The terms "you" and "your" mean Customer and each user of the Service, and anyone else to whom Customer grants access to the Service. By signifying your consent to this Bill Payment Agreement and by using the Service, you acknowledge that you have read and understand the terms and conditions of this Bill Payment Agreement and the Electronic Banking Agreement.

1. ACCESS TO THE SERVICE. You will access the Service through Electronic Banking, which can be accessed from the Bank's web site. To register to use the Service, Customer must complete any documentation or registration process required by Bank. Customer authorizes the Bank, directly or through an agent, to obtain Customer's credit report in connection with Customer's request for access to the Service and, in the Bank's sole discretion, on subsequent dates in connection with Customer's ongoing use of the Service and Electronic Banking. The Bank may, at its sole discretion (but without obligation), limit the dollar amount of Customer's bill payments. Subject to applicable law, the Bank reserves the right, at its sole discretion (but without obligation), to modify, suspend or terminate access to all or any part of the Service or Electronic Banking at any time without notice or refund of previously incurred fees.

2. DEFINITIONS.

  1. "Payee" is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be.
  2. "Payment Instruction" is the information provided by you to us for a bill payment to be made to the Payee (such as, but not limited to, Payee name, Payee account number, and Scheduled Payment Date).
  3. "Payment Account" is the checking account from which bill payments will be debited. You will designate your Payment Account during the set-up process for the Service.
  4. "Billing Account" is the checking account from which all Service fees, if any, will be automatically debited. You will designate your Billing Account during the set-up process for the Service.
  5. "Business Day" is every Monday through Friday, excluding Federal Reserve holidays.
  6. "Scheduled Payment Date" is the day you want your Payee to receive your bill payment unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day.
  7. "Due Date" is the date reflected on your Payee statement for which the payment is due. It is not the late date or grace period.
  8. "Scheduled Payment" is a payment that has been scheduled through the Service but has not begun processing.

3. PAYMENT SCHEDULING. Payment transactions may begin processing two (2) Business Days prior to your Scheduled Payment Date. Therefore, Electronic Banking will not permit you to select a Scheduled Payment Date less than two (2) Business Days from the current date. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Payee statement unless the Due Date falls on a non-Business Day. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates should be prior to any late payment date or expiration of any grace period established by a Payee.

4. THE SERVICE GUARANTEE. Due to circumstances beyond the Bank's control, particularly delays in handling and posting payments by Payees or financial institutions, some transactions may take longer to be credited to your account with the Payee. We will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines described under "Payment Scheduling" in this Bill Payment Agreement.

5. PAYMENT AUTHORIZATION AND PAYMENT REMITTANCE. By providing us with names and account information of Payees to whom you wish to direct payments, you authorize us to follow the Payment Instructions that we receive through Electronic Banking. In order to process payments more efficiently and effectively, the Service may edit or alter payment data or data formats in accordance with Payee directives. When the Service receives a Payment Instruction, you authorize us to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize us to credit your Payment Account for payments returned to us by the United States Postal Service or Payee, or payments remitted to you on behalf of another authorized user of the Service. We will use reasonable efforts to make all your payments properly. However, we shall incur no liability and any Service Guarantee shall be void if Electronic Banking is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

  1. If, through no fault of ours, your Payment Account does not contain sufficient funds to complete the transaction;
  2. The payment processing center is not working properly and you know or have been advised by the Service about the malfunction before you execute the transaction;
  3. You have not provided the Service with the correct Payment Account information, or the correct name, address, phone number, or account information for the Payee; and/or,
  4. Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and we have taken reasonable precautions to avoid those circumstances.

Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Payee which does not comply with your Payment Instructions, we shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Payee any previously misdirected transactions, and, if applicable, for any late payment related charges.

6. PAYMENT METHODS. We reserve the right to select the method in which to remit funds on your behalf to your Payee. These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft payment.

7. PAYMENT CANCELLATION REQUESTS. You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within Electronic Banking, which are incorporated into this Bill Payment Agreement. There is no charge for canceling or editing a Scheduled Payment. Once the Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.

8. STOP PAYMENT REQUESTS. The Service's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Customer Service at the telephone number or address provided in Section 14. Although we will make every effort to accommodate your request, we will have no liability for failing to do so. We may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.

9. PROHIBITED PAYMENTS. Payments to Payees outside of the United States or its territories are prohibited through the Service.

10. EXCEPTION PAYMENTS. Tax payments and court ordered payments may be scheduled through the Service; however, such payments are discouraged and must be scheduled at your own risk. In no event shall we be liable for any claims or damages resulting from your scheduling of these types of payments. The Service Guarantee as it applies to any late payment related charges is void when these types of payments are scheduled and/or processed by the Service. We have no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be the sole responsibility of you and not us.

11. BILL DELIVERY AND PRESENTMENT. The Service's electronic bill delivery and presentment feature is for the presentment of electronic bills (or statements) only and it is your sole responsibility to contact your Payees directly if you do not receive your bills or statements. In addition, if you elect to activate one of the Service's electronic bill options, you also agree to the following:

  1. Information provided to the Payee. You cannot use the Service to update or change the personal information such as, but not limited to, name, address, phone numbers and e-mail addresses, that your Payee has on file for you. Any changes will need to be made by contacting the Payee directly. Additionally, it is your responsibility to maintain all usernames and passwords for all electronic Payee sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill.
  2. Activation. Upon activation of the electronic bill delivery and presentment feature, you agree that we may notify the Payee of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Payee to Payee and may take up to sixty (60) days, depending on the billing cycle of each Payee. Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the Payee. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Payee reserves the right to accept or deny your request to receive electronic bills.
  3. Notification. We will use reasonable efforts to present all of your electronic bills promptly. In addition to notification within the Service, the Service may send an e-mail notification to the e-mail address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically log on to the Service and check on the delivery of new electronic bills. The time for notification may vary from Payee to Payee. You are responsible for ensuring timely payment of all bills.
  4. Cancellation of electronic bill notification. The electronic Payee reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Payee to Payee. It may take up to sixty (60) days, depending on the billing cycle of each Payee. The Service will notify your electronic Payee(s) as to the change in status of your account and it is your sole responsibility to make arrangements for an alternative form of bill delivery. We will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.
  5. Non-Delivery of electronic bill(s). You agree to indemnify and hold us harmless should the Payee fail to deliver your bills or statements. You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Payee directly.
  6. Accuracy and dispute of electronic bill. We are not responsible for the accuracy of your electronic bill(s). We are only responsible for presenting the information we receive from the Payee. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Payee directly.

This Agreement does not alter your liability or obligations that currently exist between you and your Payees.

12. SECURITY PROCEDURES. Access to the Service requires the use of the User Name and User Password you use to access Electronic Banking. All terms and conditions in the Agreement relating to User Names and User Passwords for the Electronic Banking service apply to the use of your User Names and User Passwords for the Service.

13. LIABILITY AND DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT OR THE ELECTRONIC BANKING AGREEMENT, BANK SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND BANK'S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF (i) CUSTOMER'S ACTUAL DAMAGES OR (ii) THE TOTAL FEES PAID BY CUSTOMER TO BANK FOR THE SERVICE FOR THE PERIOD OF SIX MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ALLEGED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF CUSTOMER IS A CONSUMER (NOT A BUSINESS), THE BANK'S LIABILITY SHALL BE GOVERNED BY THE APPLICABLE PROVISIONS CONTAINED IN THE ELECTRONIC BANKING AGREEMENT. IN NO EVENT SHALL BANK OR ANY PROVIDER BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, OR LOSS OF DATA) ARISING OUT OF, OR RELATED TO, THE USE BY CUSTOMER OF THE SERVICE OR ANY OTHER SERVICE OR THE FAILURE OF BANK OR ANY PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER, EVEN IF BANK OR SUCH PROVIDER(S) HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES.

CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE SERVICE SHALL BE AT CUSTOMER'S SOLE RISK, AND THAT THE SERVICE IS PROVIDED BY BANK ON AN "AS IS" BASIS.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, IN LAW OR IN FACT, TO CUSTOMER OR TO ANY OTHER PERSON, AS TO THE SERVICE OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY, AND BANK HEREBY DISCLAIMS ANY AND ALL OF THE SAME. CUSTOMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR THE SERVICE TO BE PERFORMED PURSUANT HERETO.

EXCEPT AS STATED IN THIS AGREEMENT, BANK MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, IN LAW OR IN FACT, TO CUSTOMER OR TO ANY OTHER PERSON AS TO ANY COMPUTER HARDWARE, SOFTWARE OR EQUIPMENT IN CONNECTION WITH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, CUSTOMER'S COMPUTER SYSTEMS OR RELATED EQUIPMENT, CUSTOMER'S SOFTWARE, OR CUSTOMER'S INTERNET SERVICE PROVIDER OR ITS EQUIPMENT, OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK'S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT CUSTOMER USES, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

14. ERRORS AND QUESTIONS. In case of errors or questions about your transactions, you should as soon as possible notify us via one of the following:

  1. Telephone us at (877) 715-3265 during customer service hours;
  2. Contact us by using Electronic Banking's e-messaging feature; and/or,
  3. Write us at: Bankwell 208 Elm Street New Canaan, CT 06840

Resolution of Questions and Errors about Electronic Funds Transfers (Consumer Accounts)

The provisions of this Section of the Agreement apply only to electronic fund transfers that debit or credit a Consumer Account and that are covered by the federal Electronic Funds Transfer Act and Federal Reserve Board Regulation E. In general, Regulation E applies to accounts established by a natural person primarily for personal, family or household purposes. We may, when applicable, rely on any exceptions to the provisions of this Agreement that are provided in Regulation E. All terms not otherwise defined in this Section of the Agreement that are defined in Regulation E shall have the meanings assigned to them by Regulation E.

In case of questions or errors about electronic funds transactions through Electronic Banking contact us as soon as possible in any of the following ways: (1) Contact us by electronic mail (e-mail) at our designated e-mail address Ebanking@mybankwell.com; (2) Fax us at (203) 966-7473; (3) Telephone us at (877) 715-3265; or (4) Write to Bankwell Electronic Banking Department at 208 Elm Street, New Canaan, CT. 06840.

Do this as soon as you can if you think your statement, any transaction record or confirmation is wrong, or if you need more information about a transaction listed on a statement or transaction record or confirmation. We must hear from you no later than sixty (60) days after we have sent the first statement on which the problem or error appeared.

Tell us your name and account number (if any).

Describe the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) Business Days. If your complaint or error inquiry is about a Consumer Account, we will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not provisionally credit your account.

We will tell you the results within three Business Days after completing our investigation. If we decide that there was no error, we will revoke any provisional credit and send you a written explanation. You may ask for copies of the documents that we used in our investigation.

15. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES. It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make ONLY in the following situations:

  1. Where it is necessary for completing transactions;
  2. Where it is necessary for activating additional services;
  3. In order to verify the existence and condition of your account to a third party, such as a credit bureau or Payee;
  4. To a consumer reporting agency for research purposes only;
  5. In order to comply with a governmental agency or court orders;
  6. If you give us your written permission; or,
  7. As stated in our privacy policy, which you may obtain from our website.

16. SERVICE FEES AND ADDITIONAL CHARGES. Any applicable fees will be charged regardless of whether the Service was used during the billing cycle. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize us to deduct the calculated amount from your designated Billing Account for these amounts and any additional charges that may be incurred by you. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider.

17. FAILED OR RETURNED TRANSACTIONS. In using the Service, you are requesting that we make payments for you from your Payment Account. If we are unable to complete a transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction will not be completed. In some instances, you will receive a return notice from the Service. In such case, you agree that:

  1. You will reimburse us immediately upon demand the transaction amount that has been returned to us;
  2. For any amount not reimbursed to us within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed;
  3. You will reimburse us for any fees imposed by your financial institution as a result of the return;
  4. You will reimburse us for any fees it incurs in attempting to collect the amount of the return from you; and,
  5. We are authorized to report the facts concerning the return to any credit reporting agency.

18. ALTERATIONS AND AMENDMENTS. This Bill Payment Agreement, applicable fees and service charges may be altered or amended by the Bank from time to time. In such event, we will provide notice to you. Any use of the Service after we provide you a notice of change will constitute your agreement to such change(s). Further, we may, from time to time, revise or update Electronic Banking, the Service, and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Bill Payment Agreement, the Electronic Banking Agreement and/or related material. We may also limit access to only the Service's more recent revisions and updates.

19. ADDRESS OR BANKING CHANGES. It is your sole responsibility to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made by contacting Customer Service at the telephone number or address provided in Section 14. Any changes in your Payment Account should also be made in accordance with the procedures outlined within Electronic Banking's Help files. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. We are not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information.

20. SERVICE TERMINATION, CANCELLATION, OR SUSPENSION. In the event you wish to cancel the Service, you must contact customer service via one of the following:

  1. Telephone us at (877) 715-3265 during customer service hours; and/or
  2. Write us at: Bankwell 208 Elm Street New Canaan, CT 06840

Any payment(s) the Service has already processed before the requested cancellation date will be completed by us. All Scheduled Payments including recurring payments will not be processed once the Service is cancelled. We may terminate or suspend Service to you at any time. Neither termination nor suspension shall affect your liability or obligations under this Bill Payment Agreement.

21. PAYEE LIMITATION. We reserve the right to refuse to pay any Payee to whom you may direct a payment. We will notify you promptly if we decide to refuse to pay a Payee designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Bill Payment Agreement.

22. RETURNED PAYMENTS. In using the Service, you understand that Payees and/or the United States Postal Service may return payments to us for various reasons such as, but not limited to: Payee's forwarding address expired; Payee account number is not valid; Payee is unable to locate account; or Payee account is paid in full. We will use reasonable efforts to research and correct the returned payment and return it to your Payee, or void the payment and credit your Payment Account. You may receive notification from the Service.

23. DISPUTES. In the event of a dispute regarding the Service, you and we agree to resolve the dispute by looking to this Bill Payment Agreement. You agree that this Bill Payment Agreement, as well as all other agreements into which this Bill Payment Agreement is incorporated, is the complete and exclusive statement of the agreement between you and us which supersedes any proposal or prior agreement, oral or written, and any other communications between you and us relating to the subject matter of this Bill Payment Agreement. If there is a conflict between what any statement by an employee of the Bank and the terms of this Bill Payment Agreement or any other agreement between us, the terms of this Bill Payment Agreement will prevail.

24. ASSIGNMENT. You may not assign this Bill Payment Agreement to any other party. We may assign this Bill Payment Agreement to any future, directly or indirectly, affiliated company, or to our successor. We may also assign or delegate certain of its rights and responsibilities under this Bill Payment Agreement to independent contractors or other third parties.

25. NO WAIVER. We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by the Bank. No delay or omission on the part of the Bank in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

26. CAPTIONS. The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Bill Payment Agreement.

27. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts of laws provisions.