ADDENDUM D COMERICA WEB INVOICING TERMS AND CONDITIONS

Effective 08/15/2013 ADDENDUM D COMERICA WEB INVOICING TERMS AND CONDITIONS This Addendum D is incorporated by this reference into the Comerica Web Banking Terms and Conditions ( Terms ). Capitalized terms used in this Addendum D and not defined in this Addendum D will have the meanings assigned in the Terms. Also, the terms and conditions of this Addendum D supplement and modify, to the extent provided in this Addendum D, the Terms. In the event that this Addendum D is inconsistent with the Terms, then the terms of this Addendum D will govern (to the extent of the inconsistency). This Addendum D provides the terms and conditions for our web invoicing service for small business ( Comerica Web Invoicing service ) which allows you to: (i) e-mail professional invoices to third parties with your business name and logo in order to request that one or more third parties who hold a deposit account with Comerica Bank or with another financial institution located in the United States transfer money to you for the invoiced amounts; (ii) give instruction for accepting incoming payments from third parties; and (iii) have one or more third parties who hold a deposit account with Comerica Bank or with another financial institution located in the United States request that you transfers funds to the third party. This Comerica Web Invoicing service is offered through Comerica Web Banking for Small Business. Comerica Web Invoicing Fees. The following fees apply for the Comerica Web Invoicing service: $15 monthly subscription fee. The Comerica Web Invoicing subscription fee will be imposed each month regardless of the amount of invoices you generate (subject to the applicable maximum) each month through the Comerica Web Invoicing service and regardless of whether you use the Comerica Web Invoicing service in any particular month. Comerica Bank reserves the right to modify its fees including adding new fees that were not contemplated at the time this Addendum D was executed. Any modification to the fees will be subject to advance notice and will be effective on the date indicated in the notice. You agree your continued enrollment and/or use of the Comerica Web Invoicing service after we have provided you such notice will constitute your agreement to the modified fees. Comerica Money-Back Offer. In the event that you are dissatisfied with the services provided through our Comerica Web Invoicing service, we will refund your account the Comerica Web Invoicing monthly subscription fees you have incurred as set forth above, provided that such fees do not exceed three months worth of fees (excluding any non-subscription fees, such as fees for Stop Payment) and you terminate your use of our Comerica Web Invoicing service. Specifically, you must call us at 888.444.9876 no later than the last business day in the third month of enrollment in the Comerica Web Invoicing service to request a refund under the Comerica Money-Back Offer and terminate your Comerica Web Invoicing service. For example, if you enrolled in our Comerica Web Invoicing service on January 15, 2013, then you have up until March 29, 2013 to request your refund under our Comerica Money-Back Offer. Once you have communicated your dissatisfaction of our service within the required period of time then your designated checking account should receive a credit for the refund of your Comerica Web Invoicing fees within 60 days. Only one Comerica Money-Back Offer is allowed for Comerica Web Invoicing fees per business customer. Also, you agree that Comerica Bank is not required to use any credit you may receive under our Comerica Money-Back Offer to offset any applicable fees and charges you may have otherwise incurred. Finally, Comerica Bank reserves the right to not to provide the Comerica Money-Back Offer if Comerica Bank has reason to believe you have improperly used the Comerica Web Invoicing service. Authorization for Comerica Web Invoicing Service. By requesting and using the invoicing function under the Business Tools tab of our Comerica Web Banking for Small Business services and enrolling in the Comerica Web Invoicing service, you authorize us to: (i) electronically send your customized invoices that you have created with your business name and/or logo; (ii) credit your designated checking or money market deposit account held at

Comerica Bank in order to accept incoming electronic payments from third parties who designated you as the beneficiary of their transfer requests (which may be a result of your electronic invoice); and (iii) electronically debit your account in order for you to pay a third party that sent you a request for money (commonly referred to as Request for Money from a Third Party ). You acknowledge that all of your requests for payments using the Comerica Web Invoicing service must comply with the provisions of U.S. law. Sending Invoices; Cancelling Invoices. Description of Comerica Web Invoicing Service. The Comerica Web Invoicing Service allows you to: (i) e-mail professional invoices to third parties; (ii) instruct us to credit your designated Comerica checking or money market account (commonly referred to as accepting an incoming Web Invoicing payment); and (iii) instruct us to debit your designated Comerica checking or money market account to pay a third party that has sent you a request for money via Comerica Web Invoicing. Specifically, through the Comerica Web Invoicing service you can request that a third party pay you by creating an invoice by going to the Business Tools tab of our Comerica Web Banking for Small Business service, accessing Comerica Web Invoicing, and clicking on the Send Invoices tab where you can generate an invoice. More specifically, the Comerica Web Invoicing service provides you with various templates and other tools to assist in the creation of invoices. Your invoices may generally contain the following information: (i) the name of the third party that you are contacting; (ii) the payment terms; (iii) the due date; (iv) penalties (you can add your own custom penalties); (v) product or service description, such as item name, unit cost or rate, quantity, taxes, or applicable discounts; (vi) any applicable descriptions as to what is being invoiced plus cost and whether it is taxable; and (vii) if applicable, a note by you to the recipient of the invoice. The various templates and other tools are for your convenience only and are not intended as legal or tax advice. You are solely responsible for the content and accuracy of all information you include in an invoice. If you have any questions, you should consult with your legal or tax advisor. Single or Recurring Comerica Web Invoicing. A web invoice may be scheduled at a time up to 365 days in advance of the date the invoice is to be e-mailed, (called a "Nonrecurring Invoice ), or may be set up as an automatic recurring invoice to be e-mailed at substantially regular intervals (e.g., daily, monthly, quarterly, etc.), provided that you do not exceed the applicable maximum invoices allowed, in the same amount and for the same third party (called a "Recurring Invoice"). You agree to immediately cancel all Recurring Invoices and reminders upon your customer s request. Web invoices can only be set up by accessing Comerica Web Banking for Small Business. Cancelling Comerica Web Invoices. You can cancel any web invoice that has not been paid by the recipient by clicking on the Business Tools tab of our Comerica Web Banking for Small Business service, accessing Comerica Web Invoicing, and then using online instructions provided on the Activity tab. Cancelling Electronic Payments for Request for Money from a Third Party. You can cancel any electronic payment that you are sending in response to a Request for Money from a Third Party instruction provided that it has not been processed. Specifically, you can follow the online instructions provided on our Send Payments tab. You must transmit your request to cancel your electronic payment to a third party before 1:00 a.m. ET on the next business day the electronic payment is scheduled to occur. If you do not meet this deadline, then Comerica Bank may not have sufficient time to process your cancellation instruction, which means your electronic payment may be processed as you originally scheduled it.

Business Days. For purposes of this Addendum D, Comerica Bank s business days are Monday through Friday. Holidays are not included. Codes. For purposes of this Addendum D, the term code refers collectively and individually to your password, user ID, and any required authentication information or other means to access Comerica Web Banking for Small Business or the Comerica Web Invoicing service. Contact in Event of Unauthorized Transfer. If you believe that your code has been lost or stolen, then you should call: 888.444.9876 or write: Comerica Web Banking for Small Business 1717 Main Street, MC 2325 Dallas, Texas 75201 You should also call the number or write to the address listed above if you believe a transfer has been made using your account information without your permission. Sending Web Invoices. We will send each web invoice as a PDF attachment to the e-mail address you provide for your customer. This may require additional software for your customer to open and read the invoice. The e-mail and PDF attachment are not encrypted or otherwise secure. You agree: (i) you will ask us to send an invoice only when you have authorization from your customer to use the e-mail address for this purpose; and (ii) not to include any information that may be subject to additional requirements with respect to security or confidentiality of information. Further, you agree that when you request money by sending a web invoice, the recipient of the invoice is not obligated to pay you electronically. You agree that you will not hold Comerica Bank liable for any damages resulting from a recipient's decision not to pay you for an invoice made through the Comerica Web Invoicing service. Password, Security and Your Liability for Unauthorized Payments for Business Accounts. The codes are the security procedures. You agree that we may use the security procedures to verify the authenticity of electronic payment requests delivered to us in your name through the Comerica Web Invoicing service. If we verify the authenticity of the electronic payment request using the security procedures, then we may rely on it and you will be obligated on the electronic payment request through the Comerica Web Invoicing service whether or not the electronic payment request was authorized by you. Also, if the electronic payment request was authorized by you, then you will be obligated on the electronic payment request even if we did not verify its authenticity using the security procedures and even if the security procedures would have prevented error. You agree that the security procedures are intended to verify authenticity and not to detect error. You agree to notify us in the event your use of the Comerica Web Invoicing service would necessitate or be better served by a level of security that exceeds that offered by the security procedures. If you fail to notify us, then you acknowledge and agree that the security aspects of the Comerica Web Invoicing service are appropriate for your needs and will provide you with commercially reasonable degree of security against unauthorized use for the size, type and frequency of transfers you use the Comerica Web Invoicing service to accomplish. Comerica Web Invoicing Limitations. There are limitations for how many invoices you may generate and send through the Comerica Web Invoicing service. Specifically, you may not send more than 50 electronic invoices per day and 100 electronic invoices per rolling thirty day period of time.

We will use the date each electronic invoice is sent for purposes of calculating the rolling thirty day time period. Please note that each Recurring Invoice counts as a separate invoice for purposes of this frequency limitation. Dollar Limitations. There are dollar limitations for sending invoices through the Comerica Web Invoicing service. Specifically, there are invoice dollar limits per transaction, day and month. Also, there is an overall outstanding limit for the total amount of invoices that are sent and not yet paid for the calendar month (excluding those invoices paid through the Comerica Web Invoicing service or those invoices manually marked as paid or cancelled by you within the Comerica Web Invoicing service). When you reach your applicable limit you will not be able to generate and send additional invoices via the Comerica Web Invoicing service until invoices are either paid or cancelled. The following are the dollar limitations for generating and sending invoices: Maximum amount allowed per outgoing Invoice: $7,500 Daily limit of all outgoing Invoices: $10,000 Limit on monthly * outgoing Invoices: $50,000 * monthly means a calendar month. Accepting Web Invoicing Payments. Incoming electronic funds delivered to the Comerica Web Invoicing service will be credited to your designated Comerica Bank deposit account(s). In order to deposit incoming electronic payments delivered to you via the Comerica Web Invoicing service you must designate a checking or money market account that will be used to credit the applicable incoming electronic payment sent to you from a third party. In the event you fail to designate a checking or money market account for any particular incoming electronic payment within 10 days of payment notification, then the applicable electronic payment will expire. Responding to a Request for Money from a Third Party. Comerica Web Invoicing service will allow you to respond to requests for money within 30 days of being in receipt of such request by initiating a debit to your checking or money market account in order to send money to the applicable third party. Generally speaking, a response to a request to send money requires a minimum of three business days to be completed. Also, you may respond to and pay only 30 or less Requests for Money from a Third Party per calendar month. Further, the Comerica Web Invoicing service only allows you to send money to a third party according to the following dollar limits: Minimum transaction amount for each outgoing payment: $10.00 Per transaction limit for each outgoing payment: $1,000 Daily limit on all outgoing payments: $1,000 Limit on all outstanding outgoing payments: $1,000 Limit on monthly * outgoing payments: $2,500 * monthly means a rolling 30-day period and neither a calendar month nor a statement cycle.

Frequency Limitations. In addition to those limitations for electronic payments elsewhere described, there are frequency limits that apply when transferring funds from a money market account. You may make a maximum of 6 preauthorized, automatic or telephone transfers per statement cycle on a money market account. No more than 3 of the 6 transfers may be made by check, draft, debit or similar order made by you and payable to third parties. If you exceed these limits, then Comerica Bank may close the money market account or reconvert the money market account to a non-interest bearing account. Also, Comerica Bank will impose a fee for each transfer that exceeds these limits. (See Comerica s Business Account Service Charges and Interest Information brochure for applicable fees for exceeding these limits.) Each electronic outgoing payment that you request from your money market account counts as one of the six transfers that you are permitted each statement cycle. Stop Payment. The ability to process a stop payment order on your response to send money as a result of a Request for Money from a Third Party will depend on the ACH rules, if applicable. Also, you must give us a reasonable opportunity to act on any stop payment order after you have instructed us to pay a third party. If you desire to stop any payment request that has already been scheduled then you may place a stop payment order via the Activity tab, provided it is not after the cut-off time to cancel the payment. Comerica Bank will make every effort to accommodate your stop payment order request, but Comerica Bank will have no liability for failing to do so. The charge for each stop payment order, including any payment you set up through Comerica Web Invoicing service as a result of a Request For Money from a Third Party, is $20. Provisional Payment. There is an ACH rule that makes payment of an ACH credit entry provisional until the financial institution, which holds the deposit account that is credited for the ACH credit entry, is in receipt of final settlement for such ACH entry. You specifically agree and acknowledge that you have received notice of this ACH rule. Further, if there is no final settlement, then we will be entitled to a refund from you and the third party who you invoiced will not be deemed to have paid you the amount of the ACH credit entry. For example, if you accept an incoming ACH credit entry where funds will be coming from a third party s deposit account in order to credit your deposit account held at Comerica Bank and the third party doesn t have the funds, then we may debit your deposit account in the amount of the ACH credit entry and the third party will not be deemed to have paid you. Our Right to Reject Comerica Web Invoices. We may reject a web invoice to be e-mailed through the Comerica Web Invoicing service for any reason. We will notify you of such rejection. Suspension and Reinstatement of Comerica Web Invoicing Service. In the event that we, at any time, incur a problem with your use of the Comerica Web Invoicing service, including without limitation, to collect funds with respect to any of your invoices, as described above, and without limiting any other right or remedy that we may have under the Terms, this Addendum D or otherwise, we reserve the right to suspend your right to use the Comerica Web Invoicing service, immediately and without prior notice to you. You understand and agree that such action is reasonable for us to take in order to protect Comerica Bank and you from potential losses. In the event of such suspension, you may request reinstatement of your Comerica Web Invoicing service by contacting us at 888.444.9876. We reserve the right in our sole discretion to grant or deny reinstatement of your use of the Comerica Web Invoicing service. Comerica Bank reserves the right to adjust the applicable dollar and/or frequency limitations at any time. Termination. The Comerica Web Invoicing service remains in effect until it is terminated by either you or by us. You may cancel your Comerica Web Invoicing service at any time by calling 888.444.9876. The Comerica Web Invoicing service will be cancelled after we have had a reasonable opportunity to act upon your cancellation request. You agree to use the Comerica Web Invoicing service only for bona fide and lawful purposes. We may suspend or terminate your

participation in the Comerica Web Invoicing service for any reason, at any time. We will try to notify you in advance, but we are not obligated to do so. Any incoming payments as a result of your invoices that we have already processed before the termination date will be completed. We recommend that you cancel any scheduled invoices and direct acceptance of payments from third parties to your designated checking or money market account prior to notifying us that you are terminating the Comerica Web Invoicing service. You are responsible for any invoices scheduled by you prior to termination that you have not canceled. Termination will not affect your liability or obligations under the Terms and this Addendum D. Further, regardless of how many days are left in the month in which the Comerica Web Invoicing service was terminated, you agree that you are responsible for the entire monthly subscription fee. No Obligation to Honor Payments for Web Invoices or Requests for Money from a Third Party. We shall have no obligation to honor any instruction to debit your account in order for you to pay a Request for Money from a Third Party or honor any instruction to accept an incoming payment as a result of an invoice or otherwise, in whole or in part, that:(a) is, or that we reasonably believe is used for, any illegal or improper purpose or activity; (b) we have reason to believe may not be authorized; (c) involves funds subject to a hold, dispute or legal process; (d) would violate any law, rule or regulation applicable to us, and/or the Comerica Web Invoicing service; (e) is not in accordance with any other requirement stated in the Terms or this Addendum D, or any other applicable agreement with us, or any of our policies, procedures or practices; or (f) for our protection or yours, we have reasonable cause not to honor any instruction to debit your account or to accept an incoming payment. We reserve the right to refuse to honor an instruction or suspend or terminate the Comerica Web Invoicing service, in whole or in part, at any time, with or without cause and without notice, and may immediately do so including, without limitation, if: (i) we have reason to believe that your deposit account has been compromised or mismanaged in any way, such as by unauthorized or erroneous use of your password; (ii) we believe the Comerica Web Invoicing service is not being used for its intended, bona fide and lawful purposes under this Addendum D; or (iii) your deposit account at Comerica Bank is closed or access to your deposit account is restricted for any reason. Prohibited Use. You agree not to use the Comerica Web Invoicing service in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret or proprietary rights or rights of public or privacy; (b) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to the use of Comerica Web Invoicing to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including without limitation those governing expert control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for Comerica Bank or its affiliates or cause us to lose (in whole or in part) the services of our third-party provider; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (g) may be potentially be perceived as objectionable. Other Important Information. The Comerica Web Invoicing service will be provided using technology that meets industry standards for security, including without limitation challenge questions and identity verification. These procedures are not guaranteed in any way, and we make absolutely no representation concerning the accuracy or privacy of any information supplied via email, or other systems using the Comerica Web Invoicing service. Without limiting the foregoing, you accept full responsibility for ensuring that the correct current email address of the intended recipient of each invoice is provided when you are using the Comerica Web Invoicing service. You may not be able to properly delivery an invoice if you provide an incorrect email address. DO NOT USE THE COMERICA WEB INVOICING SERVICE IF YOU HAVE ANY DOUBT ABOUT THE RECIPIENTS EMAIL ADDRESS AS YOU COULD SEND INVOICES TO AN UNKNOWN THIRD PARTY. In all cases, you bear responsibility for accepting web invoice payments to your deposit accounts at Comerica Bank.

You agree that your action of checking the box below or using the Comerica Web Invoicing service constitutes your agreement and acknowledgement of this Addendum D and the Terms. If you do not wish to be bound by this Addendum D, then do not check the box below to indicate your agreement and acknowledgement of Addendum D or use our Comerica Web Invoicing service.