TERMS AND CONDITIONS OF USE

ANOVA INTERNET ACCOUNT USER AGREEMENT,

ELECTRONIC FUNDS TRANSFER DISCLOSURE STATEMENT, TRUTH IN SAVINGS
DISCLOSURES AND AGENCY AGREEMENT (The "Agreements")

 

 

Welcome to the Anova^® Financial Corp. (the "ANOVA") Website. Access to the ANOVA Website ("Site") is governed by these Terms and Conditions of Use. By using the ANOVA website you agree to be bound by these Terms and Conditions of Use. Your use of the ANOVA Website is governed by the version of the Terms and Conditions of Use in effect on the date the ANOVA Website is accessed by you. Access to the members-only section of the ANOVA Website ("Members-Only Site") is limited to authorized employees of all entities that have entered into Written Agreements with ANOVA and is governed by the applicable Written Agreement and the Terms and Conditions of Use for the Members-Only Site (NOTE - information in electronic form is considered to be "written") . You may not obtain or attempt to obtain unauthorized access to the Members-Only Site or any other protected materials or information through any means not intentionally made available by the Network for your specific use.

 

This Agreement is in addition to any other agreements between us or disclosures we have provided to you in the past or may make to you in the future.

In this Agreement, the terms "our," "we," "us," "ANOVA," or "AnovaFunds" refers to the Anova Financial Corporation, a North Carolina financial services company. The term "you", "your" "yours", or "Depositor" refers to the Internet Deposit Customer. The Internet Deposit Customer means each person who has an interest in an account or other relationship with ANOVA which is accessible through the AnovaFunds Internet Account User Service (also referred to hereinafter as the "Service").

To access the AnovaFunds Internet Account Service, you must be an authorized user. To be an authorized user, you must read and agree to the terms of this Agreement, have an eligible account with ANOVA and have obtained an access password.

These Terms and Conditions of Use apply to all types of electronic funds transfer services and Internet accessed services provided by ANOVA. Please read these Terms and Conditions of Use in their entirety since they contain disclosures, which affect you and your AnovaFunds Account.

If you wish to have a hardcopy of this agreement, either print a copy now, by clicking button Print at the top of the page, or call an ANOVA Customer Service Representative at 1-888-266-8293.

This statement contains important information that we are required by law to provide to you. You should keep a copy for your records. If you have any questions about electronic records that are not answered, feel free to communicate with us using any of the following:

Secure "Contact Us" Form

Phone #: 888-ANOVA-Yes
Toll Free: 1-888-266-8293

Anova Financial Corporation
304 S. Broad Street
Edenton, NC 27932

You can open an account in your name alone or in your name and the name of one other person, a corporation, non-profit organization, or other qualifying entity. You "link" your AnovaFunds account to your personal or business bank checking account at your bank of origination ("Bank of Origination") which must be a FDIC insured U.S. chartered bank ("Linked Account") - that's the way you make deposits to, and withdrawals from, your account with us. When you want to make a deposit, you can either call us toll free at 1-888-266-8293 or use our website - www.anovafinancial.com. Tell us to transfer money from your Linked Account into your AnovaFunds Account. When you want to make a withdrawal, just tell us to move money out of your AnovaFunds Account into your Linked Account. Now that you understand how easy it is to use your AnovaFunds Account, here are the detailed terms and conditions that govern your AnovaFunds Account ("Terms"). Please understand that when you submit an application, open an account or use our services, you agree to be bound by these Terms.

I. Definitions

Anova Financial Corporation - is not a bank, we are a North Carolina financial services corporation having its principal place of business at 304 S. Broad Street, Edenton, North Carolina 27932. Depositors utilize ANOVA's insured deposit services by appointing ANOVA as their "Agent" on behalf of the Depositor to direct the placement of certain funds pursuant to the Agency Agreement (see Part V. of these Terms and Conditions of Use) duly adopted by the Depositor or an authorized representative of the Depositor. ANOVA agrees to act as Depositor's Agent in accordance with the terms of this Agreement.

Linked Account - this is your existing Personal or Business Checking or Savings Bank Account which has a limit of up to $250,000 of FDIC Insurance coverage. With our AnovaFunds program you don't change banks; you link your Bank Operating Account - "Linked Account" to your AnovaFunds Account to earn a higher interest rate for excess cash deposits above $250,000. Once the link has been established you can instruct ANOVA to transfer funds from your account via ACH to our network of participating banks  or withdraw funds as you need them back to your Bank Operating Account. Your ANOVA account allows you to exclude banks that you are already doing business with from receiving funds and provides a holding report so you can verify which banks your funds have been deposited into through the AnovaFunds program. ANOVA currently charges no fees associated with these deposits or withdrawals.

AnovaFunds Account - this is a Money Market Deposit Account (MMDA) which stretches your FDIC insurance coverage up to $10,000,000 through our AnovaFunds Bank Network. We aggregate your deposit with other deposit sources to enable you to earn higher interest through our FDIC-Insured, Liquid, Money Market Deposit Account. You access and manage one account while earning a higher yield due to the aggregated wholesale deposit value we bring through our network of participating banks.

AnovaFunds Service - is an electronic funds transfer service provided by ANOVA that provides our customers an alternative deposit solution with cash-like liquidity, superior rates and the security of FDIC insurance on 100% of the principal and interest for cash deposits over $250,000. With access to the Internet, your account number and your PASSWORD, you may perform the following transactions at any time:

-         Review Balance Statements for your account

-         Schedule Transfers from your Linked Account to your AnovaFunds Account

-         Obtain rate quotations and other information on your accounts

-         Review your account history

Anova Banking Network (ABN) - ANOVA maintains a network of participating banks that represent the highest quality standards, and traditions in banking. ANOVA uses a nationally recognized bank rating service as well as a review of key capital ratios in order to insure that the participating banks have sufficient financial strength to accept deposits through the ANOVA program. Through the qualifying process the bank's capital position and supervisory agreements are reviewed to highlight character and safety standards. Next, an ongoing monitoring, or early detection system, is implemented to ensure ongoing standards are met and/or exceeded regularly.

Capital ratios are available quarterly on the FDIC web site as reported by banks and verified through supervisory agencies. ANOVA's participating banks must fall into one of the two highest classifications to qualify as an ANOVA participating bank. If the bank is classified as a "Well Capitalized" bank then agreements will be executed upon review completion. If the bank is classified as an "Adequately Capitalized" bank then a waiver must be obtained from the FDIC allowing the bank to accept deposits from ANOVA before any further review is conducted.

Custodial & Fiduciary Services - All transactions will be facilitated by a Third Party Custodian - a regional or national Bank - who has a fiduciary responsibility to the Depositor for all deposit accounts. ANOVA's Custodial & Fiduciary Agreement for Services with Custodian insures the highest level of security and fiduciary responsibility to our customers and participating banks. Depositor will initiate a transaction and ANOVA will subsequently initiate an ACH of funds from their Linked Account to Custodian into accounts directed by ANOVA indicating the amount of the funds to be invested and the rate agreed to by ANOVA and Depositor. ANOVA will instruct Custodian, consistent with this Agreement, to deposit the funds into MMDA (Money Market Deposit Account) accounts ("Accounts") maintained by depository institutions insured by the Federal Deposit Insurance Corporation ("FDIC").

Fees - There are no monthly or per transaction fees for accessing your AnovaFunds Account. However, fees, described in the applicable product or account disclosure statement may apply to services ordered online and to transfers from your existing Personal or Business Checking or Savings Account (Linked Account). You may also incur fees for the telephone and Internet services you use to access the service.

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II. Terms of Use

1. Authorization to Use.
You may access and use the ANOVA Site, at your sole risk and responsibility and in compliance with applicable law, only to gain information about the possibility of using services described on the ANOVA Site ("Authorized Purposes"). For Authorized Purposes, you may (a) display the ANOVA Site on a web browser, (b) print pages of the ANOVA Site from a web browser, and (c) forward links to or pages from the ANOVA Site, electronically or in hard copy, to persons within your organization or other persons with whom you have a personal or business relationship if you believe such persons may be interested in the information, so long as you make such persons aware that you are the person who has forwarded the information and so long as you do not remove, conceal, or alter any copyright notice, byline information, disclaimer, restriction, or other notice. ANOVA may terminate your access to the ANOVA Website for any reason, without prior notice.

2. Account Ownership.
If any of your accounts are joint accounts, then any one of the owners on those accounts may access those accounts by applying for and using the service, and we are not required to provide prior notice to the other owner. In addition, none of your accounts, may be an account which requires more than one signature for transactions or which you own in a fiduciary capacity, as custodian or trustee, unless you own the account under a revocable living trust and you are the sole grantor and sole trustee.

3. No Signature Required.
You authorize us to honor all deposits and debits drawn against your AnovaFunds Account and your Linked Account without the presence of your written signature.

4. Pre-Authorized Accounts.
Any signer of the account may authorize an account to be linked for Electronic Funds Transfer. Any account that requires multiple signatures to authorize debits is not eligible.

5. Regulation D Compliance.

Federal Banking Regulations (Regulation D) place a monthly limit on the number of transfers you may make from your ANOVA Money Market Deposit Account (MMDA) without your physical presence being required. Transfers affected by this regulation therefore include: Transfers made using Online Banking; Transfers made using Telephone Banking; Overdraft transfers (made automatically to cover insufficient funds in other accounts; see below); Transfers made by a banking representative on your behalf; Pre-authorized, automatic, scheduled or recurring transfers.

You are allowed six such transfers per month, per account. ANOVA will not honor any withdrawals attempted beyond the monthly limit.

6. Business Days.

Business Days are defined as Monday through Friday excluding Federal Holidays.

For determining the availability of your transactions, every day is a business day except for Saturdays, Sundays and Federal Holidays. If you make a transaction before 12:30 P.M. EST on a business day that we are open, we will consider that day to be the date your transaction. However, if you make a transaction after 12:30 P.M. EST on a business day or on a day we are not open, we will consider that the transaction was made on the next business day we are open.

7. Limits on Use.
The ANOVA Website is protected by copyright and other laws and, except as expressly authorized by Section 1, you may not copy, display, print, or distribute all or any part of the ANOVA Website, and in no event may you broadcast, decompile, disassemble, perform, publish, rent, reproduce, reverse engineer, sell, transmit, or create derivative works from all or any part of the Website or permit any person to perform any act relating to the ANOVA Website not authorized by Section 1. As between ANOVA and you or your employer, ANOVA solely owns and shall continue solely to own all right, title, and interest, including all intellectual property rights, in and to the ANOVA Website. You may not use the ANOVA Website in any manner (i) that could damage or overburden our server(s) or any network connected to any of our servers or (ii) that would or does interfere with another party's use of the ANOVA Website.

8. Privacy.
Your use of the ANOVA Website may be monitored by or on behalf of ANOVA to protect security, confidentiality, intellectual property, or other rights or business interests of ANOVA. Without limiting the foregoing, ANOVA reserves the right to collect and use for any lawful purpose any data you enter, aggregate data derived from such data, and usage patterns such as click streams. ANOVA will follow the Privacy Policy posted or to be posted on the Public Site, as such Privacy Policy may be changed from time to time at the sole discretion of ANOVA.

The privacy of our customer's accounts, correspondence and any other dealings is of the utmost importance to us. We have taken ALL KNOWN measures to insure your security and privacy for your personal and financial dealings with ANOVA.

To protect your privacy and money, when you open your first account online, we have you select a personal password. If you open your account through the mail, we will mail you a password. You'll use your password to access your accounts(s) and you must keep it confidential. If you give your password to anyone, you will be responsible for any loss that stems from that disclosure.

Our customer privacy statement can be obtained by clicking on the following link Privacy Statement. Information on Security may be obtained by clicking on the link Security Issues.

9. Availability and Content.
ANOVA makes no representation, warranty, or covenant that the ANOVA Site will be available at all times or at any time. Various circumstances may prevent or delay availability. ANOVA at any time may discontinue the website in whole or in part, or suspend your access, for any reason or no reason. There may be errors or omissions in the ANOVA Site, and ANOVA reserves the right, but will not be required, to correct any errors or omissions. ANOVA will not be responsible for any loss, cost, damage, or liability that may result from any loss or delay of availability, any suspension of access, or any errors or omissions. In addition, ANOVA will not be responsible for the accuracy, completeness, or timeliness of the ANOVA Site (including any content on it) or for the results obtained from its use. Notwithstanding the above, ANOVA will be responsible for any losses incurred as a result of misstated interest rates or other erroneous terms applicable to deposits.

10. No Professional Advice.
ANOVA does not supply tax, accounting, investment, or legal advice or other professional advice. Without limiting the foregoing, ANOVA does not offer any professional advice regarding the nature, potential value, or suitability of any particular security, transaction, investment strategy, or other course of action.

11. Lien and Set-Off: By opening an account, you grant us a security interest (in other words, a "Lien") in your deposit accounts with us. That means that at any time and without notice to you, we can use all or any part of the money from your accounts to pay any amounts you owe us from time to time. (This is what's known as a "Set-Off"). Any Set-Off shall be a lawful and valid payment by you of amounts you owe us.

12. Attachments, and Other Court Processes: If we receive a levy, attachment, or other Court process against you or another owner of the account, we may refuse to permit withdrawals or transfers from your account until the legal action is dismissed or satisfied. Any levy, attachment, or other Court process will be subject to our rights of Lien and Set-Off (remember, we talked about these things earlier). You are responsible for any losses, costs, or expenses we incur as a result of any dispute or legal proceeding involving your account.

13. Claims Against Your Account: If we receive a claim against funds in your account, or if we know of or believe that there's a dispute over the ownership or control of funds in your account, we may, if we choose to, place a hold on your account. We can also refuse to pay out any of your funds until we're satisfied that the dispute is settled. We may also close the account and send the balance to the account holder(s) we have on record, decide to rely on our current account records, require a Court Order to act, or take any other action that we feel will protect us. We won't be liable to you for taking any such action.

14. If You Die or Become Incompetent: If you die or are declared legally incompetent, we can continue to accept and process deposits to your account until we know about your death/incompetence and have a reasonable chance to act.

15. Notices to You or Us: Any notice that you give to us will be effective when we actually receive it. Any notice that we give to you will be effective when we mail or email it to you, using the address we have on file. Notice to any one account owner is notice to all account owners.

16. Jury Trial Waiver: SUBJECT TO APPLICABLE LAW, YOU AND WE AGREE TO GIVE UP OUR RIGHTS TO A TRIAL BEFORE A JURY. Disputes will be resolved either through Arbitration or in Court, in either case, without a jury.

17. No Warranties. THE ANOVA SITE IS PROVIDED "AS IS." ANOVA MAKES NO REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER RELATING IN ANY WAY TO THE ANOVA SITE OR ANY LINKED SITES. ANOVA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH EXPRESS OR IMPLIED WARRANTIES. WITHOUT LIMITING THE FOREGOING, ANOVA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OR OF QUIET ENJOYMENT, (C) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS, AND (D) WARRANTIES OTHERWISE RELATING TO ACCURACY, PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY THE NETWORK.

Exception - ANOVA warrants that its program complies with the requirements set forth in the FDIC opinion letter, dated August 17, 2004, confirming that deposits made pursuant to and in accordance with the program described in such opinion would be covered by FDIC insurance in the event of a failure of the bank(s) holding such deposits.

18. No Liability or Damages. We'll make all reasonable efforts to give you access to your accounts and accurate information. However, you agree that we're not responsible for any interruption in service or loss caused by things that are beyond our control, such as a natural disasters, wars, riots, strikes, computer failures, or losses of power, communications or transportation facilities. We won't be responsible for any direct losses or damages resulting from use of the account, unless we were negligent or acted in bad faith.

Except as provided herein, ANOVA SHALL HAVE NO LIABILITY TO YOU OF ANY KIND RELATING TO, RESULTING FROM, OR IN CONNECTION WITH THE ANOVA SITE (INCLUDING BUT NOT LIMITED TO ANY CONTENT ON IT OR THE RESULTS OBTAINED FROM ITS USE), THESE TERMS AND CONDITIONS OF USE, OR ANOVA'S BUSINESS, OR ANY LINKED SITE, FOR ANY CAUSE WHATSOEVER, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE. NO REMEDY SHALL BE AVAILABLE AGAINST ANOVA RELATING TO, RESULTING FROM, OR IN CONNECTION WITH ANY OF THE FOREGOING. IN NO EVENT SHALL ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES AGAINST ANOVA BE ALLOWED, EVEN IF ANOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE EXCLUSIONS OF DAMAGES IN THESE TERMS AND CONDITIONS OF USE ARE INDEPENDENT OF, AND SURVIVE THE FAILURE FOR ANY REASON OF, ANY OTHER REMEDY.

19. Governing Laws and Regulations: Your accounts are subject to Federal and North Carolina state law. If any provision of these Terms is declared invalid, unenforceable, or illegal, that provision won't change the validity of any other provisions of these Terms.

20. Assignment: No part of an account may be pledged, assigned, given as a gift, or otherwise transferred to a third party without our prior written consent.

21. Changes. These Terms and Conditions of Use may be changed by ANOVA in its sole discretion by posting a notice on the ANOVA Website. You should check the ANOVA Website for notice of such changes. You and your account will be bound by the Changes as soon as we implement them. If the Change isn't in your favor, before it's implemented, we'll let you know about it as required by law. However, if applicable law requires us to make a Change, you may not receive any prior notice. We can cancel, change or add products, accounts or services whenever we want. Notice of any such changes, additions or terminations will be provided as required by law. We can waive any of our rights under these Terms whenever we want, but this doesn't mean that we'll waive the same rights in the future.

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III. Disclosure Statement Regarding Electronic Delivery of Documents

ANOVA provides you with the option to receive, electronically, certain documents related to your account that are otherwise sent in paper form by U.S. mail. Before you consent to receive these documents electronically, we want you to know:

1. You have the right or option to receive documents electronically or by paper copy delivered by U.S. mail. Both types of documents contain the same information. To initiate your account in paper form please contact an ANOVA Customer Service Representative at 1-888-266-8293.

2. If you select electronic delivery for a certain type of document, you will cease to receive a paper copy.

3. Once you have consented to receive documents electronically, you can withdraw this consent at any time at no cost to you by sending notice in writing to us at the address above or contacting an ANOVA Customer Service Representative at 1-888-266-8293. Such withdrawal will be effective within fifteen (15) business days of receipt by Anova Financial Corporation.

4. Your consent to electronic delivery of documents will apply to notices regarding electronic delivery of documents and to the categories of records and documents related to your account that you have selected from time to time, which could include account opening statements, privacy and security policies, account statements, year-end tax information, annual notices, electronic funds transfer authorizations and confirmations, change of terms of use information for your account, and other notices regarding your account and such other documents as ANOVA may make available from time to time. For each type of electronic document that we offer, you can choose electronic or paper-based delivery.

5. You may request a paper copy of any document delivered electronically at no cost by calling an ANOVA Customer Service Representative at 1-888-266-8293. Please allow ten (10) business days for processing your request. Requesting a paper copy will not affect your participation in the electronic delivery of documents.

6. In order to access documents electronically, you will need a personal computer with Microsoft Internet Explorer version 5.0 or newer, Netscape Navigator version 6.2 or newer, or America Online (AOL) version 7.0 or newer; your browser will need to have 128-bit encryption capabilities; Adobe Reader 7.0 or newer; Internet access through an Internet Service Provider (ISP); and an email address. Adobe Reader may be downloaded at no cost on the Internet at http://www.adobe.com, but all other software, hardware and systems must be provided at your cost. You are responsible for configuring your system to accommodate these requirements. All of your daily transactions, payments, and funds transfers will appear in your "Reports" section of My Account by logging in at www.anovafinancial.com. Finally, you will need a printer if you want to print copies of electronic records.

7. You must provide ANOVA with a current, valid email address. In the event you change your email address, you must notify ANOVA immediately online through the electronic delivery service by changing your delivery email address in the "User Profile-Change Settings" Tab located in your Account Overview section of your online account.

8. If we are repeatedly unable to deliver your electronic document(s) to the specified email address, ANOVA reserves the right to terminate the electronic delivery of documents service and deliver the documents to you via U.S. mail.

All terms and conditions of our Terms and Conditions of Use apply to the electronic delivery of documents.

ANOVA reserves the right to terminate this service at any time.

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IV. Truth in Savings Act

The Truth in Savings Act (also known by the acronym TISA) is a United States federal law that was passed on December 19, 1991. It was part of the larger Federal Deposit Insurance Corporation Improvement Act of 1991 and is implemented by Regulation DD. It established uniformity in the disclosure of terms and conditions regarding interest and fees when giving out information on or opening a new savings account. On passing this law, the US Congress noted that it would help promote economic stability, competition between depository institutions, and allow the consumer to make informed decisions.

 

The Truth in Savings Act requires the clear and uniform disclosure of rates of interest (annual percentage yield or APY) and the fees that are associated with the account so that the consumer is able to make a meaningful comparison between potential accounts. For example, a customer opening an ANOVA money market deposit account (MMDA) must be provided with information about ladder rates (smaller interest rates with smaller deposits) for all of the funds. ANOVA provides such rates in a format of both annual percentage yield (APY) and annual percentage rate (APR) to clearly post and identify interest earned on your account.

 

The Act is only applicable to deposit accounts that are held by a "natural person" for personal, household, or family use. Accounts owned by businesses or organizations such as churches and neighborhood associations are not subject to these rules.

1. Initial Deposit Requirement - ANOVA's minimum deposit for opening an AnovaFunds Account online is $100,000. However, ANOVA reserves the right to modify this minimum under certain circumstances. Please contact an ANOVA Customer Service Representative at 1-888-266-8293 if you would like to learn more regarding these certain circumstances.

2. Rate Information - The Interest Rate (APR) and Interest Yield (APY) on your account depends on the account balance. Your Interest Rate (APR) and Interest Yield (APY) will change monthly and you will be notified two (2) business days prior to the new month of the applicable rates, yields, and minimum balances that apply to your accounts. ANOVA posts deposit yields and rates monthly and are accessible on the ANOVA website (www.anovafinancial.com) as well as within your secure account statement posted electronically as noted above.

3. Compounding and Crediting - Interest on your account will be accrued daily and credited monthly.

4. Balance Computation Method - Interest shall be calculated on each Account by taking the average balance during each calendar month, multiplying the ratio of actual days in the given month divided by 365 days, times the agreed upon interest rate. A month shall be defined as the first day following the last banking business day of the prior calendar month, as defined by the Federal Reserve, through the last banking business day of the current month.

5. Effect of Closing an Account - If you close your account before interest is credited, you will receive the accrued interest earned through the date of closing minus any amounts you owe us as it relates to "Liens or Set-offs" as outlined above in item 11.

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V. Agency Agreement

The Depositor hereby agrees to appoint Anova Financial Corporation, a North Carolina business corporation having its principal place of business at 304 S. Broad Street, Edenton, North Carolina 27932 ("ANOVA") as its Agent ("Agent") to direct the placement of certain funds pursuant to resolutions ("Resolutions") duly adopted by the Depositor or its Board of Directors. ANOVA agrees to act as Depositor's Agent in connection with the Resolutions in accordance with the terms of this Agreement. In carrying out duties as Agent, Depositor agrees to act in accordance with the following instructions:

1. On or after the effective date of this Agreement, Depositor will initiate a transaction and ANOVA will subsequently initiate an ACH of funds to our Custodial Bank as contracted by ANOVA ("Custodian") into accounts directed by ANOVA and will simultaneously send instructions to ANOVA executed by the account owner or an appropriate officer of this Depositor (the "Instructions") indicating the amount of the funds to be invested and the rate agreed to by ANOVA and Depositor and confirmed in the Instructions.

2. With respect to funds that have been properly transferred via ACH, ANOVA will instruct Custodian, consistent with this Agreement, to deposit the funds into MMDA (Money Market Deposit Account) accounts ("Accounts") maintained by depository institutions insured by the Federal Deposit Insurance Corporation ("FDIC"). ANOVA will determine in accordance with our customary standards when acting as agent that any such Instructions are in proper form. Not less than monthly, ANOVA will instruct Custodian to forward to Depositor all interest accrued on such Accounts at the rate agreed upon in the Instructions. Interest shall be calculated on each Account by taking the average balance during each calendar month, multiplying the ratio of actual days in the given month divided by 365 days, times the agreed upon interest rate. A month shall be defined as the first day following the last banking business day of the prior calendar month, as defined by the Federal Reserve, through the last banking business day of the current month. Instructions received by ANOVA prior to 12:30 P.M. Eastern time requesting withdrawal of funds from the Accounts will be processed by ANOVA the same day and funds will be transferred via ACH to Depositor prior to 5 P.M. Eastern time. Requests received after 12:30 P.M. Eastern Standard Time will be processed and transferred via ACH the next business day.

3. Instructions for deposit or withdrawal of funds will be considered properly presented to ANOVA only when:

(a) executed by the account owner or appropriate officer of the Deposit Account; and

(b) the adequacy of the items and documents relating to such Instructions and ACH transfers have been favorably passed upon as above provided.

In addition to ANOVA's duties as Agent, ANOVA is the recordkeeping agent for the Accounts. ACH transfers to and from the Accounts will be posted to the records thereof that ANOVA maintains. Should any issue arise regarding federal income tax reporting or withholding, ANOVA will take such action as Depositor instructs in writing.

In order to allow ANOVA to fulfill our record-keeping responsibility for the Accounts, Depositor will provide ANOVA all necessary information with respect to the identity of the owner of each account maintained by ANOVA and the amount which is being transferred for each such owner to the Custodian for deposit in Accounts, and such other information as shall be reasonably necessary for ANOVA's activities under this Agreement (the "Sub-Account Records"). Depositor authorizes ANOVA, in our capacity as agent, to disclose the Sub-Account Records, if reasonably necessary in connection with the deposit of funds in the Account or the maintenance of FDIC insurance, to the Custodian or the depository banks maintaining the Accounts. Depositor acknowledges that the Custodian has no role in assuring the maintenance of FDIC insurance and keeps no cumulative individual Depositor records. ANOVA agrees that none of the information provided to ANOVA with respect to the owners of the accounts shall be made available to any third party other than the depository institutions holding such accounts and then only if required by applicable regulatory requirements governing the depository institution. And, if any of such information is so required to be provided, then ANOVA further agrees that these depository institutions shall be prohibited from utilizing such information for any purpose other than the maintenance and servicing of the accounts, which prohibition shall include, but not be limited to, any effort to solicit business from the owners of the accounts. In return, Depositor agrees not to seek to do business with such depository institutions until at least one year after Depositor has ceased doing business with ANOVA and then only after written notice to ANOVA of our intention to contact any such depository institution.

4. ANOVA will forward to Depositor, as and when requested by Depositor, reports of the then current funds represented by the Accounts (including interest at the agreed upon rate) and the then current number of Accounts maintained. In addition, ANOVA will also give, and cooperate in making available to, us such other information as Depositor may reasonably request. Such cooperation shall include, without limitation, the granting by ANOVA to representatives of the Depositor, access to those persons on the ANOVA staff who are responsible for monitoring ACH transfers to and from the Accounts.

5. At no time will ANOVA ever retain custody or physical possession of the assets of the Accounts. All ACH transfers received by the Custodian shall be sent only to the Accounts and all ACH transfers from the Accounts shall be forwarded only to the Custodian. Custodian is authorized to forward to ANOVA and deduct from any transfers such amounts as are due to you under the terms of this Agreement. Depositor acknowledges that ANOVA, in our role as Agent for the Depositor, are not providing investment advice, are not acting as a fiduciary as defined in ERISA, and are not registered as an investment advisor under the Investment Advisors Act of 1940.

6. As soon as practicable after the termination of ANOVA's appointment as Agent hereunder, ANOVA will deliver to the Depositor:

(i) all funds deposited into Accounts and the interest thereon at the rate specified in the Instructions;

(ii) an accounting prepared by ANOVA indicating the total number of Accounts opened pursuant to this Agreement and any other information reasonably requested by you as the Depositor.

7. Your appointment as Agent will terminate upon forty-five (45) days notice from Depositor; provided that ANOVA's appointment as Agent shall not be terminated during the first 180 days after the effective date of this Agreement. Upon the termination of ANOVA's appointment as Agent, ANOVA will be relieved of any further responsibility hereunder, except that ANOVA shall remain obligated to perform the duties set forth in Paragraph 2 and to forward promptly to Depositor, any funds due Depositor in the Accounts as provided in Paragraph 7.

8. As Agent ANOVA:

(a) will have no duties or obligations other than those specifically set forth herein, or as may subsequently be agreed to by ANOVA in writing;

(b) will not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you have been furnished with reasonable indemnity by Depositor;

(c) may rely on and shall be protected in acting on any certificate, instrument, opinion, notice, letter, telegram or other document, or any security, delivered to ANOVA and in good faith believed by ANOVA to be genuine and to have been authorized by the proper party or parties;

(d) may rely on and shall be protected in acting on the written or verbal instructions from the account owner or any officer of the Depositor with respect to any matter relating to ANOVA's actions specifically covered by this Agreement; and

(e) may consult with counsel satisfactory to ANOVA, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by ANOVA hereunder in good faith and in accordance with such advice or opinion of such counsel.

9. We, as the Depositor, represent and warrant to ANOVA, as our Agent:

(a) that the beneficial owners of the Accounts are eligible to have their funds deposited into Money Market Deposit Accounts.

(b) that we acknowledge that the rules and regulations of the FDIC require that deposit account records must indicate ownership in a clear and unambiguous manner, and, with respect to a claim for insurance coverage based on a fiduciary relationship, that the fiduciary relationship must be expressly disclosed in the deposit account records of the insured depository institution.

(c) that we acknowledge that the rules and regulations of the FDIC require that the interests of the parties in the Accounts must be ascertainable either from the deposit account records of the insured depository institution or from records maintained, in good faith and in the regular course of business, by the depositor or by some entity that has undertaken to maintain such records for the depositor.

(d) that we acknowledge that insurance of accounts by the FDIC is a fact-based analysis under the rules and regulations of the FDIC, and that in certain circumstances, for example, where an owner whose funds are deposited in an Account has another account at that depository bank, with a total balance in both accounts of over $250,000, all or a portion of the funds in the Accounts may not be insured by the FDIC.

(e) that you, as our Agent, have made no representation or warranty that the Accounts will be insured in full by the FDIC.

10. In the event any question or dispute arises with respect to the proper interpretation of this Agreement or ANOVA's duties hereunder, ANOVA shall not be required to act and shall not be held liable for refusal to act, until the question or dispute has been judicially settled (and, if appropriate, ANOVA may file a suit in inter pleader for such purpose) rendered by a court of competent jurisdiction, binding on all parties interested in the matter, or settled by a written document in form and substance satisfactory to ANOVA in your reasonable judgment and executed by us as the Depositor.

11. Each of us hereby covenants and agrees to reimburse, indemnify and hold the other harmless against any cost, expenses (including reasonable expenses of legal counsel), losses or damages which, in the absence of the indemnified party's gross negligence, bad faith or willful failure to perform its obligations hereunder, may be paid, incurred or suffered by one of us or to which one of us may become subject by reason of or as a result of the administration of the other party's duties hereunder or by reason of or as a result of the other party's compliance with the instructions set forth herein, or as a result of defending itself against any claim or liability resulting from the other party's actions pursuant hereto. In no case shall a party be liable under this indemnity with respect to any claim against the other party unless the other party shall be notified by the party seeking indemnity, in writing or by telephone promptly confirmed in writing, of the written assertion of a claim or shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The indemnifying party shall be entitled to participate at its expense in the defense, and if it so elects at any time after receipt of such notice from the party seeking indemnity, the indemnifying party shall assume the defense of any suit brought to enforce any such claim, in which event the party seeking indemnity shall provide the indemnifying party with all documents and assistance reasonably necessary in assuming such defense. In the event that the indemnifying party assumes the defense of any such suit, the indemnifying party shall not be liable for the fees and expenses of any additional counsel thereafter retained by the party seeking indemnity. The party seeking indemnity shall not enter into a settlement or other compromise with respect to any indemnified cost, expense, loss, damage or liability without the indemnifying party's prior written consent. If the indemnified party shall obtain a repayment of any costs, expense, loss damage or liability paid by the indemnifying party pursuant hereto, the indemnified party shall promptly pay to the indemnifying party the amount of such repayment, together with the amount of any interest received by the indemnified party on account of such repayment.

12. This Agreement shall be construed and enforced in accordance with the laws of the State of the state or as Federal Law may provide, and the obligations created hereby shall be binding upon ANOVA as the Agent and us as the Depositor, and the successors and permitted assigns of the parties hereto. ANOVA may not assign any of your rights or obligations hereunder.

13. This Agreement may be amended, modified or supplemented only by a writing signed by the parties hereto.

14. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

15. Except in those instances where telephonic notice is expressly permitted, all notices or other communications required or permitted hereunder shall be delivered consistent with the "Disclosure Statement Regarding Electronic Delivery of Documents" - either electronically or by paper copy delivered by U.S. mail or in each case to such other address or fax number as may be furnished from time to time by ANOVA or Depositor. All notices and communications hereunder sent by mail shall be effective 72 hours after deposit in the United States mail, certified, postage prepaid, addressed as aforesaid, and all other notices and communications hereunder shall be effective upon receipt; provided, however, that notice of change of address shall be effective only upon receipt.