RCBC SECURE DOCUMENT EXCHANGE (SDE) CHANNEL
TERMS AND CONDITIONS Ver. No. 1

1. RCBC SECURE DOCUMENT EXCHANGE
   1. The RCBC Secure Document Exchange Channel (the "Channel") refers to the use by clients, both corporate and retail (the "CLIENTS"), of a channel owned by Rizal Commercial Banking Corporation (the "BANK") where client information, instructions, requests and/or related documents for certain banking transactions can be submitted, provided and uploaded, for implementation by the BANK.
   2. The Channel will be available to all clients on the BANK's website to enable the clients to submit, provide and upload client information, instructions, requests and/or related documents for certain banking transactions.
   3. No banking transactions shall be implemented, using the client information, instructions, requests and/or related documents submitted, provided and uploaded through the Channel, until the same has been verified by the BANK in accordance policies and procedures.
   4. By using the Channel, the CLIENT agrees to the following terms and conditions, which shall serve as the BANK's Terms and Conditions for the use thereof, as well as those applicable to the account/s the CLIENT transacts upon through the Channel, and which the CLIENT signed when it/he/she opened its/his/her account(s).
   5. The term "CLIENT" hereunder will refer to all users of the Channel.
2. Use of the Channel
   1. To access the Channel, the CLIENT must go to the RCBC website and accept these Terms and Conditions.
   2. By using the Channel, the CLIENT hereby warrants that all information, representations, instructions, requests and/or related documents it/he/she makes, submits, provides and uploads through the Channel to the BANK are true, accurate, complete, and up to date.
   3. The CLIENT agrees that its/his/her use of the Channel shall require the use of the email address and/or mobile phone number it/he/she submitted/provided to the BANK upon the opening and/or the most recent updating of its/his/her account/s for the purpose. In this regard, the CLIENT warrants and guarantees that such email address and mobile phone number are valid, active, and within its/his/her sole control, upon its/his/her use of the Channel. The BANK shall be entitled to send all information, communications, and notices related to the CLIENT's use of the Channel exclusively to such registered email address and/or mobile phone number. Any requests for the modification of such registered email or mobile number shall conform to the BANK's guidelines therefor and shall be strictly subject to the BANK's prior consent and due diligence procedures.
   4. The CLIENT acknowledges and agrees that the Channel is not for the sole and exclusive use of the CLIENT.
   5. The CLIENT acknowledges that the uploading of all information, representations, instructions, requests and/or related documents through the Channel shall be subject to the applicable file size limit and file type restriction.
   6. For corporate clients, the CLIENT agrees that its use of the Channel shall be in accordance with the CLIENT's latest existing secretary's certificate and/or board resolution on bank transaction on file with the CLIENT's branch of account. The BANK shall be authorized to rely on said secretary's certificate and/or board resolution for purposes of validating the banking transactions and implementing the same.
   7. For retail clients, the CLIENT agrees that his/her use of the Channel shall be in accordance with the CLIENT's records, specimen signature/s, email address and/or mobile phone number he/she submitted/provided to the BANK upon the opening and/or latest updating of his/her account/s.
   8. Upon each log-in, the BANK may require CLIENT to supply a One Time Password ("OTP"). The OTP is a unique code that will be sent to the CLIENT's registered mobile number, which information may be needed to complete the uploading process. The Bank reserves the right to make such other validation/s as may be necessary to implement the information, instructions, requests and/or related documents initiated through the Channel.
   9. For joint "AND" Accounts, the OTP upon access to the Channel shall be sent to both joint "AND" co-depositors while, for joint "OR", it shall be sent to the joint "OR" co-depositor specifically designated as the primary or principal accountholder during the opening of the account/s, to the exclusion of all other joint "or" co-depositor. The CLIENT/s agree/s that such access shall be understood to have been made with the consent and knowledge of all co-depositors. The CLIENT further acknowledges that any transactions made using the Channel is understood to have the consent and knowledge of all accountholders.
3. Allowable Account-Related Banking transactions
   1. Allowable banking transactions shall be based on the information, instructions, requests and/or related documents that the CLIENT submits, provides and uploads through the Channel, which shall be validated by the BANK in accordance with the authorizations granted in the CLIENT's latest existing secretary's certificate and/or board resolution on bank transaction and/or bank records on file with its/his/her branch of account and which shall still be subject to the BANK's applicable policies, regulations, procedures and controls for the specific banking transactions to be undertaken by the CLIENT.
   2. Only cleared, available, and withdrawable balances may be used for all banking transactions initiated through the Channel. In case of banking transactions chargeable against an account with insufficient balance, the BANK shall automatically cancel such banking transaction and shall have no obligation to inform the CLIENT of said cancellation and/or to make any further attempts to complete the same. The BANK shall not be liable for any failed banking transaction due to insufficient funds and/or CLIENT's failure to abide the BANK's transaction limits, cut-off periods, Channel fees, and other applicable policies for the same.
4. Fees

   The CLIENT agrees to pay all relevant fees and charges prescribed by the BANK for the use of the Channel or any transaction undertaken, using the same. Such fees and charges shall be automatically debited from any of CLIENT's account(s) as they fall due, without need of any further notice to and/or consent from the CLIENT. The BANK reserves the right to impose new fees and change existing fees in relation to the use of the Channel. The BANK may give reasonable notice to the CLIENT of any such changes or new fees.

5. CLIENT's Responsibilities and Warranties
   1. The CLIENT shall provide such information, instructions, requests and/or related documents as the BANK may reasonably require in order to implement the banking transactions undertaken through the Channel. The CLIENT warrants that all the information, representations, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel are true, accurate, complete and up to date.
   2. The CLIENT shall keep all information, instructions, requests and/or related documents, including those that may be provided by the BANK in the course of the CLIENT's access of the Channel, such as but not limited to the OTP, private and shall not disclose the same to unauthorized persons.
   3. The Client confirms that the Bank is authorized to debit or transfer from the Client's account/s such amount/s as shall be specified in the information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel, or believed by the Bank to have been submitted and/or made, by the Client.
   4. The Client hereby agrees and confirms that the Bank need not receive any paper-based document containing the information, instructions, or requests, or original documents with the wet signatures of the CLIENT (for retail clients) and/or its authorized signatories (for corporate clients), in order for the Bank to implement said information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel and/or related banking transaction/s. The CLIENT, however, hereby commits to submit such paper-based, original documents with wet signatures, as may be required by the BANK.
   5. The CLIENT undertakes to notify the BANK immediately of any failure or delay in execution of any transaction or information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel, by writing, visiting, or calling its/his/her branch of account or the BANK's Customer Care hotline.
   6. The CLIENT agrees that any agreement, transaction, or business between it/him/her and any person/s other than the BANK, including all pertinent correspondence, offers, promises, and terms, shall be deemed a private contract strictly between the CLIENT and such other person/s, notwithstanding CLIENT's use of the Channel to give information, instructions, requests, or make any representation, and/or submit, provide or upload related documents for the purpose of sending or receiving funds or payments to or from such third person/s and that, in case of any disputes in relation to such private contract, such dispute shall be strictly between CLIENT and such third person/s, and the BANK shall have no liability whatsoever to either party.
   7. The CLIENT undertakes and warrants that its/his/her use of the Channel, specifically, any information, representation, instruction, request and/or related document submitted, provided and/or uploaded through the same to implement withdrawal banking transactions or any payment, transfer, and/or receipt of funds, relate to legitimate and lawful banking transactions and does not and will not violate the applicable provisions of the circulars of the Bangko Sentral ng Pilipinas, the Manual of Regulation of Banks, the Anti-Money Laundering Act, its amendments and implementing rules and regulations, and other pertinent laws, government rules or regulations.
   8. The CLIENT hereby authorizes the BANK or its duly authorized personnel to disclose to any of the offices, branches, subsidiaries, agents and representatives of the BANK and third parties selected by the BANK or duly authorized personnel, wherever situated, for use in connection with the information, instructions, requests and/or related documents submitted, provided and/or uploaded through Channel or any banking transaction relating to the CLIENT's account(s) (including data processing and storage, anti-money laundering monitoring, reviewing and reporting, statistical and risk analysis purposes). In addition to the foregoing, the CLIENT hereby authorizes the BANK and any branch, subsidiary, affiliate, agent, representative, third party or its duly authorized personnel to transfer or disclose to the Bangko Sentral ng Pilipinas, Philippine Deposit Insurance Corporation, Anti-Money Laundering Council, Bureau of Internal Revenue, Financial Action Task Force, the U.S. IRS, or such other relevant regulatory agency and their duly authorized representatives, any information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel in relation to the Account/s with the BANK as may be required by law, regulation, or agreement.
   9. Likewise, the CLIENT hereby authorizes the BANK or its duly authorized personnel to disclose to its foreign and local correspondent banks the information, instructions, requests and/or related documents submitted, provided and/or uploaded through Channel (and such other additional information provided to the BANK by the CLIENT), including the identity and details of the payee/s and the transaction or destination account, for purposes of (i) processing the authorized banking transaction/s using the information, instructions, requests and/or related documents submitted, provided and/or uploaded through Channel, and (ii) satisfying the requirements of the BANK, as well as the foreign and local correspondent banks, in relation to the processing, anti-money-laundering monitoring review, investigation, and audit of the banking transactions on the CLIENT's present and future accounts.
   10. Likewise, the CLIENT hereby authorizes the BANK or its duly authorized personnel to disclose the information, instructions, requests and/or related documents submitted, provided and/or uploaded through Channel (and such other additional information provided to the BANK by the CLIENT) to third party tie-ups and other institutions if the CLIENT avails of the BANK's remittance channels.
   11. It is agreed and understood that any unintended disclosure of the CLIENT's account, transaction, or information, together with the information, instructions, requests and/or related documents submitted, provided and/or uploaded through Channel, due to the CLIENT's fault or negligence or causes not attributable to the fault or negligence of the BANK, shall not be considered as, and cannot be the basis for any complaint or prosecution of the BANK for violation of any law, rule, or regulation guaranteeing or protecting the secrecy and privacy of the CLIENT's accounts, banking transactions, and information, instructions, requests and/or related documents with the BANK.
   12. The CLIENT shall keep records of its/his/her banking transactions, review and reconcile its/his/her banking transactions history details and statements for any errors. Unauthorized entries or banking transactions should be immediately reported to the BANK.
   13. The Client nonetheless agrees that the Bank's records of the contents of received information, instructions, requests and/or related documents submitted, provided and/or uploaded through Channel, and other details (including but not limited to payments made or received) submitted and/or made through the Channel shall, as against the Client, be deemed to be conclusive evidence of such information, instructions, requests, related documents and such other details, including the banking transactions undertaken and/or implemented pursuant thereto.
   14. The Client likewise acknowledges that the print-out of its/his/her information, instructions, requests and/or related documents submitted, provided and/or uploaded through Channel shall be considered to be an original of the same under the existing Revised Rules of Evidence and shall be treated as such. The Client hereby agrees that the print-out of the information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel, or other output readable by sight or other means which is shown to reflect the data accurately, shall be sufficient for purposes of confirming the validity and/or authenticity of the said information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel.
   15. The Client agrees and acknowledges that the Bank shall not be liable for any inaccuracy or omission of any data, information or message in the information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel, or for any delay in the transmission or delivery thereof, or for any consequential loss or damage arising from such inaccuracy, omission, and/or delay. Neither shall the Bank be liable for any force majeure event (such as flood, natural disasters, fire, war, labor dispute, accident, power failure, equipment malfunction, pandemics or lockdowns) or any other cause beyond the control of the Bank.
   16. The Client agrees that the Bank may, from time to time, suspend the access to the Channel and/or acceptance of information, instructions, requests and/or the submission and uploading of related documents through the Channel even without prior notice to the Client. The Bank's decision to suspend access to the Channel and/or allow the acceptance of information, instructions, requests and/or submission and uploading of related documents through the Channel in the event of an emergency or for security or maintenance reasons shall be conclusive in this respect. The Bank shall not be liable to the Client for any suspension and/or unavailability of the Channel, whether or not due to circumstances beyond the BANK's control, and/or for any damages or losses suffered or costs incurred by the Client due to such suspension and/or unavailability.
   17. The CLIENT irrevocably warrants and assumes full and unconditional responsibility for the correctness and validity of the account details provided herein. Thus, for and in consideration of the BANK's acceptance and implementation of the information, instructions, requests and/or related documents submitted, provided and uploaded through the Channel, the CLIENT hereby accepts, agrees and recognizes that:
       1. The BANK shall not be liable for any loss which the CLIENT may suffer in the event that the BANK shall, in good faith, act upon the information, instructions, requests and/or related documents submitted, provided and uploaded through the Channel, wherein one or more of the signatures have been forged or is otherwise unauthorized or where there has been internal fraud within the CLIENT's own household, business or organization;.
       2. The BANK shall have no responsibility for the occurrence of any such circumstances or for any action, claim, loss, damage or cost arising or incurred by the CLIENT as a result of, or in connection with, any such circumstances or the giving of any such information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel. As the CLIENT is well aware of the risk involved, it/he/she hereby agrees and undertakes to indemnify and forever and irrevocably hold free and harmless the BANK, its stockholders, directors, officers, employees and representatives against any and all loses, claims, actions, proceedings, demands, damages, costs and expenses incurred or sustained by the BANK of whatever nature and howsoever arising out of or in connection with its compliance with the information, instructions, requests and/or related documents submitted, provided and uploaded through the Channel or the related banking transactions or the manner or means of communication adopted therein, including, but not limited to, possible liabilities under any of the bank secrecy laws (R.A. 1405 and R.A. 6246, as amended) for leakages of information concerning the account.
       3. The BANK, in recognizing the authority herein granted, is doing the same merely by way of accommodation. As such, the BANK has the absolute discretion to refuse, at any time, to comply with the information, instructions, requests and/or related documents submitted, provided and uploaded through the Channel without incurring any liability for said refusal.
6. CLIENT's Liability
   1. The CLIENT acknowledges that all banking transactions made using the Channel are duly authorized him/her (for retail clients) and/or by its board of directors and are undertaken in accordance with its corporate documents (for corporate clients).
   2. The CLIENT shall be responsible for all consequences arising from or in connection with its/his/her use of the Channel, such as but not limited to, all banking transactions processed and implemented by the BANK using the information, instructions, requests and/or related documents submitted, provided and uploaded through the Channel, whether or not processed with the CLIENT's knowledge or authority.
   3. The CLIENT undertakes to ensure, and accepts full responsibility, for indicating the correct account number/s, amounts, and other pertinent details of the banking transaction/s initiated through the Channel. In no case shall the BANK be liable for any erroneous banking transaction/s arising out of or relating to wrong or incomplete information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel by the CLIENT.
   4. The CLIENT is aware and understands that its/his/her account that may be compromised through internal fraud within its/his/her own household, business or organization and/or phishing, which will enable unauthorized person/s to withdraw/transfer money from its/his/her accounts using the CLIENT's information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel, in any of the following means: (a) response to an email request for account information via a fake RCBC website; (b) use of email or internet facility (other than the secured RCBC website) through which the CLIENT provided account information; or (c) internal fraud within the CLIENT's own household, business or organization over which the BANK has no control and/or participation; or (d) any other analogous means/situations. The CLIENT undertakes to cooperate, through all reasonable means, with the BANK's efforts to prevent such internal fraud and/or phishing and, accordingly, the CLIENT shall exert all means to prevent disclosure of its/his/her account details, information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel. The CLIENT acknowledges that it/he/she is responsible for any and all withdrawals from the account/s that may result from internal fraud, as described above, and/or phishing, and shall hold the BANK and its stockholders, directors, officers, employees, subsidiaries, affiliates, assigns, and agents (collectively, "BANK Indemnitees") free and harmless against any and all losses, damages, expenses, liability and costs of any kind arising there from.
7. The BANK's Liability
   1. The BANK shall only be obliged to act on any information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel.
   2. The BANK represents that it has applied a range of security controls to protect its system from unauthorized access. Nonetheless, the BANK makes no representations or warranties as to the security of any information, transaction, or instruction transmitted through the Channel. The BANK shall not be responsible for any loss of security or information or any loss or damage suffered or incurred by the CLIENT arising from or in connection with such information, transaction, or instruction transmitted through the Channel, notwithstanding the CLIENT's use of any additional security protocols that may be requested or prescribed by the BANK.
   3. Except if due to the gross negligence or willful default of the BANK, and only to the extent of direct loss and damage arising directly and solely therefrom, or the amount of the banking transaction (whichever is less), BANK Indemnitees shall not be liable to the CLIENT or any other person for any loss or damage arising from or in connection with:
      1. The CLIENT's Use of the Channel;
      2. Any transaction processed through the Channel, including withdrawals, fund transfers, additional account opening, time deposit placements, requests for transaction histories or statements of account; any fraudulent or unauthorized utilization of the Channel for any reason whatsoever; any unauthorized disclosure, theft, or unauthorized use of the CLIENT's information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel or the CLIENT's account, transaction, or personal information; any violation of other security measures, with or without the CLIENT's participation;
      3. any loss of access, misuse, or the inability to use and access the Channel or any feature or portion thereof;
      4. any violation of any of these terms and conditions or representations and warranties hereunder, whether or not committed by the CLIENT or any other person;
      5. any fraudulent, wrongful, or unauthorized access or alteration made by any person to the CLIENT's account(s) or information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel, whether or not caused or arising from the CLIENT's fault or negligence;
      6. the BANK's use, publication, processing, storage, and reliance on any information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel by the CLIENT;
      7. any loss, misuse, or unauthorized disclosure of any information, instructions, requests and/or related documents as submitted, provided and uploaded through the Channel by the CLIENT;
      8. Any interruption, suspension, delay, loss, unavailability or any other failure in providing the Channel, or any portion thereof, whether due to maintenance work, network or systems failure, act or omission of third party Channel providers, malfunction, power failure, breakdown or inadequacy of equipment or any other causes beyond the reasonable control of the BANK, or any law, regulation, government or court order;
      9. Disruption, failure or delay relating to or in connection with any banking transactions made through the Channel due to circumstances beyond the control of the BANK, fortuitous events such as, but not limited to, prolonged power outages, breakdown in computers and communication facilities, typhoons, floods, public disturbances and calamities, pandemics, lockdowns, and other similar or related cases;
      10. Inaccurate, incomplete or delayed information received due to disruption or failure of any communication facilities used for the Channel;
      11. Improper, unauthorized use of the Channel or recklessness or accident in connection thereof.
      12. Any adverse consequences whatsoever on the CLIENT's connection to, or use of, the internet or CLIENT's use of an internet connection in violation of any law, rule, or regulation or violation of the intellectual property rights of another.
   4. If, notwithstanding the foregoing, BANK Indemnitees become impleaded or otherwise involved in any case, suit, action or proceeding of whatever kind or nature in relation to the CLIENT's use of the Channel and/or the actions of the BANK as regards the foregoing, the CLIENT shall promptly and fully cooperate with the BANK Indemnitees in such manner as they may require, including, but not limited to, the execution and/or delivery of any sworn statements, judicial affidavits, documents, materials, or testimony, verbal or otherwise. In relation to any such case, suit, action, or proceeding, the CLIENT hereby waives any and all of its/his/her rights to confidentiality of its/his/her account, transaction, or personal information under Republic Act No. 1405 (The Law on the Secrecy of Bank Deposits), Republic Act No. 6426 (Foreign Currency Deposit Act of the Philippines), Republic Act No. 8791 (The General Banking Law), Republic Act 10173 (the Data Privacy Act of 2012), and any other applicable and analogous law, rule, or regulation which may now or hereafter be in effect, and authorize the BANK to make such disclosures as it may be deem necessary to protect its or the CLIENT's interests, or which may be requested from it by any person, entity, court of law, and/or government office, agency, or representative.
   5. The provisions of this Section shall survive the termination, suspension, or closure of the CLIENT's account(s) or access to the Channel.
8. Amendments

   The BANK shall have the absolute discretion to amend or supplement any of the terms and conditions pertaining to the Channel at any time, without need of any prior notice to or consent from the CLIENT, unless the same is required by any applicable law, rule, or regulation. The CLIENT is responsible for regularly reviewing these Terms and Conditions, including amendments thereto, as may be posted on the BANK's website or in the Channel.

   By continuing to use the Channel, the CLIENT shall be deemed to have accepted any such amended Terms and Conditions. In case the CLIENT wants to discontinue using the Channel, it may submit the relevant request to its Branch of Account, subject to the BANK's policies and procedures.

9. Privacy Policy

   Pursuant to the Data Privacy Policy of the BANK, the CLIENT understands and agrees that the BANK may process the CLIENT's data for purposes not contrary to the Data Privacy Act of 2012, its implementing rules and regulations, and other issuances of the National Privacy Commission.

10. Miscellaneous
    1. The CLIENT understands and agrees that, use of or connection to the internet is inherently insecure, and that such a connection provides an opportunity for unauthorized access by third parties to the CLIENT's computer systems, networks and any and all information stored therein. All information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel and related banking transactions, as transmitted, processed or received through the internet, are subject to unauthorized interception, diversion, corruption, loss, access, and disclosure. The BANK shall not be liable for any adverse consequences whatsoever on the CLIENT's connection to, or use of, the internet, and shall not be responsible for the CLIENT's use of an internet connection in violation of any law, rule, or regulation or violation of the intellectual property rights of another.
    2. All records maintained by the BANK, whether in electronic or documentary form, of the CLIENT's information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel, including the banking transactions, and any other details in the availment of any other banking channel offered by the BANK, shall, as against the CLIENT, be deemed to be conclusive.
    3. The BANK may suspend or withdraw the availability of the Channel, or any feature or portion thereof, without need of any further notice to the CLIENT, for any reason whatsoever.
    4. The BANK, at any time, may temporarily or permanently suspend, cancel, or terminate the CLIENT's access to the Channel or any portion thereof or any banking transaction or any information, instructions, requests and/or related documents submitted, provided and/or uploaded through the Channel, with or without prior notice, if any of the CLIENT's account/s with the BANK become closed, suspended, or mishandled, the opinion of the BANK being conclusive in this respect, or for any reason whatsoever.
    5. Customer Concerns: For any clarifications, concerns or complaints in using the Channel, the CLIENT may communicate with its Branch of Account or contact the BANK Customer Care. When required by the BANK, the CLIENT shall provide, within 24 hours, details of its concern or complaint in writing or comply with any instructions as the BANK may prescribe.
    6. The CLIENT hereby acknowledges and agrees that all notices, communication, and reminders sent to it/him/her through the Channel, or its/his/her latest registered email address or mobile number, shall conclusively deemed to have been received by it/him/her.
    7. Each of the provisions of these Terms and Conditions is severable. If any or some of the terms and conditions is declared invalid or unenforceable, the rest of the provisions will not be affected thereby.
    8. No failure to exercise and no delay in exercising, on the part of the BANK, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or power. The rights and remedies herein provided shall be cumulative, may be exercised concurrently and shall not be exclusive of any rights or remedies of the BANK hereunder or granted by law.

CLIENT ACKNOWLEDGEMENT