1. General Information

This Commercial Internet Banking Service Agreement (this "Agreement") explains the terms and conditions governing your use of the basic internet banking service offered by Industrial and Commercial Bank of China, New York Branch, as described below (the "Internet Banking Service"). Throughout this Agreement, (a) the words "we", "our", "us" and "Bank" mean to Industrial and Commercial Bank of China, New York Branch; (b) the words "you", "your" and "Customer" mean an accountholder of the Bank that submits an Application for access to the Internet Banking Service and that is approved by the Bank, and any person authorized by such accountholder to access the Internet Banking Service on the accountholder's behalf; and (c) the words "party" and "parties" mean either or both you and/or us, as the context requires.

Nothing in this Agreement shall be deemed to modify or supersede the terms and conditions that govern your Account(s). In addition, your Account(s) and your use of the Internet Banking Service are also subject to any product- or service-specific terms and conditions or instructions provided to you in connection with any product or service you access through the Internet Banking Service.  Whenever you submit an Application for use of the Internet Banking Service, or you use the Internet Banking Service or permit any other person to use the Internet Banking Service (each, an "Authorized Person"), you and each Authorized Person agree to be bound by the terms and conditions of this Agreement and any additional rules, regulations, and/or operating policies appearing on the Website at the time you or an Authorized Person uses the Internet Banking Service, as may be in effect from time to time.  You agree that any terms and conditions applicable to the Internet Banking Service that are provided to you electronically (including, if applicable, this Agreement) shall be legally binding to the same extent as if such terms and conditions were presented in writing and signed by both parties.  We encourage you to print and retain for your records a copy of any applicable terms and conditions provided to you electronically.

If at any time you do not agree to be bound by this Agreement or any additional rules, regulations, and/or operating policies appearing on the Website, you and all Authorized Persons must immediately terminate use of the Internet Banking Service and you must notify us of such termination.  If you violate (or an Authorized Person violates) any of the terms or conditions of this Agreement or such additional rules, regulations, and/or operating policies, your permission to use the Internet Banking Service, and to permit Authorized Persons to use the Internet Banking Service on your behalf, automatically terminates.

2. Definitions

The following terms when used in this Agreement shall have the following meanings:

"Account" shall mean a corporate banking account(s) maintained by you at the Bank which you request, and the Bank agrees to permit you, to access through the Internet Banking Service;

"Application" shall mean all forms and/or documentation required by the Bank for purposes of requesting access to the Internet Banking Service, including the Corporate Internet Banking Service Customer Application Form;

"Electronic Data" shall mean any information and/or data sent and received between you and us through the Internet in connection with the Internet Banking Service;

"Website" shall mean one or more website(s) maintained by the Bank for provision of the Internet Banking Service.

3. The Internet Banking Service

The Internet Banking Service will permit you to access the Website, where you may view certain information regarding your Account(s), such as balance information and recent transactions, and initiate select transactions, including but not limited to funds transfers. We may, from time to time, impose dollar value or other limits on the transactions you can conduct through the Internet Banking Service, as we deem appropriate. New Internet Banking Service functions may be added from time to time and we may modify the features or functions of the Internet Banking Service from time to time.  Any new or modified Internet Banking Service features or functions will be described on the Website. In connection with your use of the Internet Banking Service, you authorize the Bank to send you emails from time to time relating to your use of the Internet Banking Service.

You acknowledge that the Internet Banking Service provided to you under this Agreement is for business purposes only and is not intended for personal, family or household use.  You shall ensure that the Internet Banking Service is not used on your behalf for any purpose which is illegal, improper, or which is not authorized under this Agreement.

We reserve the right, at any time and from time to time, to modify or discontinue (either temporarily or permanently) the Internet Banking Service or any part thereof, or to suspend your use of the Internet Banking Service, without notice to you and for any reason. The Bank shall not be liable to you or any third party for any such modification, suspension, or termination of the Internet Banking Service.  We will endeavor to make the Internet Banking Service available to you at all times.  However, we do not guarantee that the Internet Banking Service will be available at all times and we shall not be liable to you or any third party for interruptions in the Internet Banking Service.

4. Your Computer and Software

To access the Internet Banking Service, you must have a computer with access to the internet and an internet browser that is compatible with the Website.  To receive electronic communications that we may send to you from time to time relating to the Internet Banking Service, you must have the ability to receive and read email, including a valid email address that you provide to us.  To print or download information accessed via the Internet Banking Service or electronic communications received from us, you must also have a printer connected to your computer or sufficient hard drive space to store such information or electronic communications.  By accessing the Website, you confirm that you have the necessary equipment, software, and internet connection described in this paragraph.

It is your responsibility to maintain, at your expense, the equipment, software, and internet access described in this Section.  We are not responsible for errors or failures resulting from any malfunction of your equipment, software, or internet access or for any computer virus, worms, Trojan horses or other similar harmful components that may affect or cause damage to your equipment, software, or internet access that may result, directly or indirectly, from your use of the Internet Banking Service.  Nor are we responsible for providing any maintenance or support for any equipment, software, or your internet connection.  We reserve the right to update, terminate, discontinue, or change these equipment and software requirements.

5. Access Mechanisms

To permit you to access the Internet Banking Service, we will issue to you one or more authentication mechanisms, which may include user names, passwords, and digital certificates that may be in forms including card certificates, disk certificates, or USB-key certificates. 

You agree to be solely liable for any misuse (including, but not limited to theft, burglary, robbery, and misappropriation) of any access or authentication mechanism used to access the Website, including any password and/or key, except where such misuse: (1) occurs after you report to the Bank that such access or authentication mechanism is lost or stolen and the Bank has a reasonable opportunity to act on your report, or (2) arises from the willful misconduct or gross negligence of the Bank.

6. Digital Certificate

(i) Application for Digital Certificate.

a) You hereby authorize the Bank to apply, on your behalf, for a digital certificate from a third-party certification authority. If you request renewal of the digital certificate, you authorize the Bank to cancel your existing digital certificate with the certification authority and apply for the new digital certificate.

b) For joint Accounts, you may elect separate digital certificates for each person or a joint digital certificate for use by all persons. Each person listed on a joint Account will be liable for all transactions posted to that Account. Each person on a joint Account hereby authorizes all transactions made by any other person on the Account, and agrees to be liable for the actions of the other person(s) on the Account.

c) If you request common use of the digital certificate by multiple Authorized Persons on your Account(s), such request constitutes your authorization of such digital certificate sharing and you agree that the Bank need not obtain separate written consent from you for such digital certificate sharing.

d) You hereby authorize the Bank to debit from your Account all fees associated with the issuance, cancellation or extension of a digital certificate and, where applicable, any installation service expenses.

(ii) Use of Digital Certificate; Liability.

a) Any instructions received and transactions initiated using your digital certificate, including instructions and transactions by any Authorized Person or any person authorized by an Authorized Person, shall be deemed to be the legal, valid and fully binding instructions or transactions of the Customer. The Bank shall have no liability to the Customer or any third party for such instructions or transactions, whether or not authorized by the Customer.

b) The Bank is entitled to act upon instructions received and transactions initiated through the Internet Banking Service under your digital certificate and bears no responsibility for identifying any person using your digital certificate or determining the validity of any transaction arising from the use of your digital certificate.

c) Any losses arising from the use of the digital certificate by any person, including unauthorized or fraudulent use, will be borne solely by you. The Bank shall not have any liability to you or any other person resulting from the use of a digital certificate unless (i) occurring after you reported to us the loss or theft of the digital certificate and we have a reasonable opportunity to act on your report, or (ii) and solely to the extent, arising from the willful misconduct or gross negligence of the Bank.

(iii) Safeguarding Your Digital Certificate.  You acknowledge that no person from the Bank will ever ask for your digital certificate and that the Bank employees do not need your digital certificate. You and your Authorized Person(s) agree never to provide your digital certificate to anyone, under any circumstances, including anyone claiming to represent the Bank.  You acknowledge that if you or any Authorized Person gives your digital certificate to any unauthorized person or fails to safeguard its secrecy, you do so at your own risk since anyone with your digital certificate can have access to your Account(s).  You agree to notify the Bank immediately in the event your digital certificate is lost or stolen or is otherwise compromised by calling us at 1-212-838-7799. At any time, you may ask the Bank to disable your digital certificate by calling us at the telephone number listed in the preceding sentence.

7. Transmission of Electronic Data and Instructions

In connection with your uses of the Internet Banking Service, you may send to the Bank, or receive from the Bank, from time to time, Electronic Data or instructions.

(i) Transmission of Electronic Data. You are responsible for the accuracy and authenticity of the Electronic Data and any instructions given to the Bank. If the Bank considers an instruction to be inconsistent or contradictory, the Bank may seek clarification from you before acting on it. You acknowledge that your transmission of Electronic Data to the Bank cannot be withdrawn, revoked, amended or revised once sent. 

You acknowledge that some instructions may take time to process and may only be processed during normal banking hours on a business day, even though the Internet Banking Service may be accessible outside such hours.

(ii) Non-Execution of Electronic Data or Instructions.

You acknowledge that the Bank may decline to process or execute any Electronic Data or instructions received by the Bank for any reason, including in the following circumstances: 

a) The Bank is unable to verify the content of the Electronic Data or instruction;
b) The Bank has reasonable doubts about the accuracy of the Electronic Data or instruction;
c) The processing of Electronic Data or instructions by the Bank might violate applicable law or regulation;
d) You do not have sufficient funds or available credit in your Account to allow the Bank to process your instruction;
e) The funds in your Account are subject to legal process, lien or other claim restricting such transfer;
f) The Bank's systems were not working properly and you had actual or apparent knowledge of the inoperability before you transmitted the Electronic Data;
g) One or more of your access or authentication mechanism(s) has/have been reported lost or stolen;
h) The instruction could not be completed due to your mistake;
i) The Bank has good reason to believe the instruction is unauthorized;
j) An Account holder is deceased;
k) A force majeure event described in Section 13 prevents the transfer or instruction from being processed; or
l) You have not paid the fees due to the Bank or have otherwise breached this Agreement.

You acknowledge that this list is non-exclusive and there may be other instances in which the Bank would determine not to process or execute Electronic Data or instructions received from you, including as provided by applicable law, or in the agreements, disclosures and instructions governing your Account(s) provided by us, as amended or modified from time to time.  When the Bank does not execute the Electronic Data or instructions received from you, the Bank shall inform you of such non-execution.

(iii) Errors in Electronic Data. You agree that the Bank is not liable for, and has no responsibility for correcting, any error in the Electronic Data not caused by the Bank. The Bank agrees to provide to you commercially reasonable assistance in your efforts to rectify any such errors. The Bank shall be responsible for rectifying any errors in the Electronic Data that are caused by the Bank, but shall have no liability to you or any third party for any incidental and/or consequential damages resulting from such errors.

(iv) Accuracy; Authority.  As of each time you transmit Electronic Data or instructions to the Bank, you represent and warrant to the Bank that such Electronic Data is current, accurate, and complete and such instructions are correct and that you possess all necessary authority to transmit such Electronic Data or instructions to the Bank in connection with the Internet Banking Service.

(v) Authenticity; Security Procedures.  You acknowledge and agree that the Bank has no obligation to verify the authenticity of any Electronic Data or instructions received from you, or purported to have been received from you, other than to verify your authentication mechanisms in accordance with this Agreement.  By using the Internet Banking Service, you acknowledge and agree that this Agreement and any additional instructions we give you regarding your authentication mechanisms set forth security procedures for electronic banking transactions that are commercially reasonable given the typical size, type and frequency of your transactions.  You agree to be bound by Electronic Data and instructions, whether or not authorized by you, which we process in compliance with such security procedures, unless you have given us prior notice of possible unauthorized use in accordance with this Agreement and we have had a reasonable opportunity to act on such notice.

8. Additional Responsibilities of the Parties

(i) You agree that you and your Authorized Person(s) shall properly secure all access and authentication mechanisms relating to your access to the Internet Banking Service (including any user code, password, digital certificate identification code, and digital certificate issued by the certification authority), as well as the hardware and software you use to access the Internet Banking Service, and all related documents provided by the Bank, and shall take reasonable steps to prevent unauthorized use of the foregoing.  If you learn of any unauthorized attempt to access or use, or any other suspicious activity involving, any of the foregoing, you agree to immediately inform the Bank by calling us at 1-212-838-7799.  In each case, we may suspend your access to the Internet Banking Service.  You agree to assist us and law enforcement authorities in our efforts to recover any losses arising from any such unauthorized use.  You agree that we may disclose information about you and your Account(s) to law enforcement authorities and/or other third parties if we determine that such disclosure will help prevent or recover losses.

(ii) Both parties shall take reasonable efforts to ensure the security of electronic transmissions pursuant to this Agreement, and prevent unauthorized or illegal access to the Internet Banking Service, or tampering with or destruction of records and information relating to the Accounts.

(iii) If we provide any hardware and/or software to you to facilitate your access to the Internet Banking Service, you agree to use the same solely to access the Internet Banking Service and not to transfer, lend or deliver any such hardware and/or software to any third party in any manner. You shall return all the such hardware and/or software upon the termination of your right to access the Internet Banking Service.  If you install other software for computer operations which you use simultaneously with the software and hardware provided by the Bank, you must comply with any installation instructions provided by the Bank, and you assume sole responsibility for all associated costs and risks, including any adverse effect on the software and hardware provided by the Bank.  You shall be solely liable for any damage to such hardware and/or software or the violation of the intellectual property rights or other rights of the Bank or any third party resulting from your improper use or of the hardware and/or software provided by the Bank.

(iv) Prior to using the Internet Banking Service, you agree to access the Website to confirm the Website address and familiarize yourself with the Website. If you have any questions about the Website, you should call us at 1-212-838-7799.

(v) Transaction Validation: You agree to validate all transactions made through the Internet Banking Service. We will provide monthly statements to you by email, postal mail or another format agreed to by us and you for months in which you initiated transactions through the Internet Banking Service. You agree to review such statements and, if you detect or discover any discrepancies or erroneous or suspicious transactions, to notify us immediately by calling 1-212-838-7799 or writing us at: Industrial and Commercial Bank of China, New York Branch, 725 Fifth Avenue, 20th Floor, New York, NY 10022, USA. You shall bring any unauthorized transactions or errors to our attention, or request more information about a transaction listed on a statement, no later than sixty (60) days after we sent or otherwise made available to you the first statement reflecting such transaction or error.

9. Fees and Expenses

You agree to pay to the Bank the standard service charges and other fees prescribed by the Bank from time to time with respect to the Internet Banking Service, and you authorize the Bank to debit such fees automatically from your Account as and when due.  Fees and charges are set forth in the disclosure documents and fee schedules provided to you by the Bank or posted on the Website, and may be amended from time to time by the Bank.

You acknowledge that third parties may impose service charges and other fees as a result of transactions you enter into through the Internet Banking Service.  You agree to pay such service charges and other fees, and you agree that the Bank is not liable whatsoever to you or any third party for such service charges and other fees.

10. Change of Address

You must promptly notify the Bank in writing if you change your name, address, email address, or any other contact information.

11. Indemnity

You agree to defend, indemnify and hold the Bank and its affiliates harmless against all losses and damages arising from: (a) your (or your Authorized Person's) Electronic Data, instructions or transactions received or initiated through, and other use of, the Internet Banking Service; and (b) any unauthorized access to your Accounts or the Internet Banking Service using your authentication mechanisms for which you are liable under this Agreement.

12. No Warranties; Limitation of Liability

THE INTERNET BANKING SERVICE IS PROVIDED "AS IS" AND, EXCEPT AS EXPRESSLY STATED HEREIN OR PROHIBITED BY LAW, BANK, ITS AFFILIATES, AND ITS SERVICE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE INTERNET BANKING SERVICE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANK AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER, WITHOUT REGARD TO THE FORM OF ACTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE INTERNET BANKING SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. 

13. Force Majeure

Bank makes no guarantee that the Internet Banking Service will be available at all times and shall not be liable if you are unable to access the Internet Banking Service for any reason.  Without limiting the preceding sentence, you agree that the Bank shall not be liable for any default or delay in processing any Electronic Data or executing any instructions received from you, or any disruption in the Internet Banking Service, if and to the extent such default, delay or disruption is caused, directly or indirectly, by fire, flood, elements of nature or other acts of God, any outbreak or escalation of hostilities, war, terrorism, riots or civil disorders, strikes or work stoppage, utility or telecommunications failures or fluctuations, or any other similar cause beyond the reasonable control of the Bank.

14. Maintenance of Records

The Bank may retain records of the Electronic Data and instructions received from you in any form the Bank deems appropriate.  In the event of any dispute, the Bank's records shall be conclusive evidence of the Electronic Data transmitted and transactions effected through the Internet Banking Service in the absence of clear proof that the Bank's records are inaccurate or incomplete.

15. Changes in Terms

The Bank may change the terms and conditions set forth in this Agreement or otherwise applicable to the Internet Banking Service.  You will be informed of any such changes to the terms of this Agreement at least thirty (30) days before they take effect, unless the changes are required by law to be implemented sooner.  We may provide you notice of any such changes by posting notice at the Bank's premises, posting notice on the Website, or by other means determined by the Bank to be appropriate in the circumstances. If you access the Internet Banking Service anytime later than thirty (30) days after such notice is posted or otherwise provided, you will be deemed to have accepted such change. 

16. Assignment

You may not assign any of your rights or obligations under this Agreement, or transfer your permission to access the Internet Banking Service, to any person at any time without our prior written consent. 

17. Entire Agreement

This Agreement, together with the Application and any other agreements or terms and conditions governing individual features of the Internet Banking Service (whether provided to you in print or on the Website), constitute the entire agreement between you and the Bank regarding the Internet Banking Service, and supersede any prior discussions and agreements between you and the Bank regarding your use of the Internet Banking Service, including any marketing or other similar material pertaining to the Internet Banking Service delivered to you in writing, verbally or obtained at the Website.

18. Severability

In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Agreement, all of which shall remain valid, legal and enforceable.

19. Governing Law

The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provision.

20. Termination

This Agreement will remain in effect until terminated by you or the Bank.

Your Right to Terminate: You may cancel your access to the Internet Banking Service at any time by providing written notice to us at: Industrial and Commercial Bank of China, New York Branch, 725 Fifth Avenue, 20th Floor, New York, NY 10022, USA. Your access to the Internet Banking Service will be terminated on the first business day following our receipt of such notice. Terminating your access to the Internet Banking Service will not affect completed transactions or transactions already in process that were initiated through the Internet Banking Service.  You will remain responsible for all outstanding fees and charges incurred and transactions initiated prior to the date your access to the Internet Banking Service is terminated.

Bank's Right to Terminate: We can terminate or limit your access to the Internet Banking Service with or without notice to you, for any reason, including if: (a) you or any Authorized Person breach the terms of this Agreement or any other agreement between you and the Bank; (b) the Bank has reason to believe there has been or will be unauthorized use of your access or authentication mechanisms; or (c) you have insufficient funds in any one of your Accounts.