ERO Agreement

 
This agreement (the “Agreement”) is made between Fort Knox Financial Services Corporation d/b/a Refund Advantage
(the “Company”) and the tax preparer, electronic return originator or electronic return transmitter, as the case may be
(the “ERO”), in order to govern the ERO’s participation in the Electronic Refund Program (the “Program”) offered by the
Company. The Company will utilize the services of the Ohio Valley Bank Company (the “Bank”) to facilitate the
provision of certain products to taxpayers under the Program.
 
The initial and continued right of the ERO to participate in the Program is subject to the approval by the Company.
 
The parties agree as follows:
 
1. 1.           Term. This Agreement shall become effective when the ERO is notified that their request to participate in
the Program for the calendar year 2010 has been accepted by the Company and shall remain in effect until
12/31/2010, or the Company or ERO otherwise terminates this Agreement pursuant to the terms hereof. The
signatures of the parties shall not be required to render this Agreement binding as the terms and conditions are
agreed upon with the performance of the parties as set forth.
 
2. 2.           The Program. A qualified taxpayer, acting with the ERO, as the taxpayer’s agent, may apply for a financial
product offered through the Program by submitting a taxpayer application (the ‘Application’) in such form as is
specified by the Company from time to time. The ERO shall review the Application in its entirety with the taxpayer
and ensure the Application is signed and is properly completed in all respects. It is understood by the ERO that
the taxpayer Application may be denied for any reason by the Company or by the Bank, and that the maximum
allowable amount for a RAL shall be determined by the Company and the Bank on an annual basis.
 
3. 3.           Representations and Warranties of ERO. The ERO represents and warrants to the Company and to the
Bank as follows:
 
3.1 3.1       The ERO will fully and accurately oversee the completion of the Application and will deliver copies of the
application and all disclosures required by the Company or the Bank to the taxpayer.
 
3.2 3.2       The ERO will comply with applicable state and federal laws, regulations, and circulars with respect to the
Program and to tax preparation for taxpayers and will use reasonable due diligence by following all IRS e-file rules and
requirements, as described by IRS Publication 1345, to ascertain the accuracy of all Applications and tax returns prepared.
 
3.3 The ERO is in material compliance with all federal and state laws and rules, regulations and administrative
orders of all state and local commissions, agencies and authorities, which are applicable to the ERO, and the
operation of the ERO’s business. Furthermore, the ERO possesses all permits, memberships, contracts, licenses
and identification numbers, including an Electronic Filing Identification Number (“EFIN”), necessary to conduct its
business.
 
3.4 The execution, delivery and performance of this Agreement by the ERO has been fully authorized, and will not
result in any violation of, conflict with, or result in a default under, any agreement, instrument, undertaking,
judgment, decree, order, statute, role or governmental regulation applicable to the ERO.
 
4. 4.           Agreement of the ERO.
 
4.1 4.1       If the ERO or any of its officers, directors, shareholders, or employees (or similarly situated persons) has
ever been, or subsequently is denied its request by the Internal Revenue Service (“IRS”) for an Electronic Filing
Identification Number (“EFIN”), the ERO shall immediately notify the Company. In addition, the ERO may not share or lend
its EFIN to another tax preparer.
 
4.2 4.2       The ERO will utilize the software package developed by the Company in order to participate in the Program.
The ERO hereby agrees to be bound by and comply with all the terms and conditions with regard to the use of the software
package, which may be required by the Company. The ERO acknowledges that the Company makes no representation or
warranty regarding the accuracy or completeness of any information furnished to the ERO as part of the software package,
including but not limited to reports and other databases. Neither the Company nor the Bank shall have any liability to the
ERO or its clients by reason of any information contained within or created by the software package being incomplete or
inaccurate. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WITH RESPECT TO THE
SOFTWARE PACKAGE. THE COMPANY’S LIABILITY IN CONNECTION WITH THE SOFTWARE PACKAGE SHALL IN
NO EVENT EXCEED THE AMOUNT PAID BY THE ERO FOR THE LICENSE TO THE SOFTWARE PACKAGE AND IN NO
EVENT SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES, LOST PROFITS, SPECIAL
DAMAGES OR ANY OTHER DAMAGES OR EXPENSES (EVEN IF THE COMPANY HAD BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES). THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
 
4.3 4.3       The ERO agrees to follow the policies and procedures existing from time to time regarding the Program,
including the Users Manual and Getting Started Guide (the “Guidelines”), a copy of which will be provided to the ERO, the
provisions of which are made a part of this Agreement. The Company reserves the right, in its sole discretion, to amend or
supplement the Guidelines from time to time and to establish additional or alternative policies and procedures relating to the
Program. The Company will communicate such amendments or supplements to the ERO electronically in written form.
 
4.4 4.4       The ERO agrees to take all training courses required by the Company regarding the Program and to require
all of the ERO’s employees, contractors or affiliates, who will be offering or discussing the Program and the products offered
in conjunction with tax preparation services, to take all training courses required by the Company as to the Company’s
policies and procedures regarding the Program, including the Guidelines. Additionally, the ERO warrants to the Company
that the ERO and all employees will be trained on the Company’s policies and procedures regarding the Program, including
the Guidelines, before offering or discussing the Program and the products offered in conjunction with tax preparation
services with any taxpayer.
 
4.5 4.5       The ERO agrees to serve as agent to its taxpayer clients who apply for a Product and to obtain all required
consent from its taxpayer clients to submit the Application and other required information to the Company.
 
4.6 The ERO shall operate only those locations and use those EFINs approved by the Company and shall not use
any drop off collection points for the Application without the written authorization from the Company.
 
4.7 The ERO shall not assist anyone in fraudulently obtaining a Product or in fraudulently completing a tax return,
and shall notify the Company immediately of any attempt to obtain a Product by fraud, whether or not such fraud is
in the Application or a taxpayer’s tax return. The ERO, its officers, directors and employees (or similarly situated
persons) shall be jointly and severally liable to the Company and to the Bank for any losses, expenses or costs
(including reasonable attorney fees) incurred by the Company or by the Bank for the failure of the ERO to use all
reasonable fraud prevention measures.
 
4.8 The ERO shall provide that the fees, which are withheld from the taxpayer’s refund (or RAL) and paid to the
ERO on behalf of a taxpayer, are charged in accordance with the Guidelines, listed on the Application in the
correct location, authorized by the taxpayer to be deducted from the taxpayer’s refund or RAL, and are solely
related to the preparation or filing of the tax return.
 
4.9 The ERO agrees to practice reasonable due diligence in submitting Applications. Additionally, the ERO
agrees that the Company may withhold any and/or all of the ERO’s fees and incentives to indemnify the Company
for any fraud losses, expenses or costs resulting from ERO’s failure to use reasonable due diligence and fraud
prevention measures. Reasonable due diligence and fraud prevention measures that shall be exercised by the
ERO include, but are not limited to, those outlined in the Guidelines.
 
4.10 4.10  The ERO agrees to provide the taxpayer an opportunity to read and understand the Application, to
explain the application to the taxpayer in its entirety and ensure the Application is understood by the taxpayer.
Additionally, the ERO agrees to ensure each taxpayer signs and properly completes the Application, in all
respects, as determined in the sole discretion of the Company.
 
4.11 The ERO agrees that it shall supply the Company with original copies of the Application signed by the
taxpayer upon the request of the Company, the Bank, or its auditors within (3) three business days of the request,
and will comply with any request for access to ERO’s premises and records for audit purposes by the Company,
the Bank, its auditors or regulatory agencies. Further, the ERO will retain all Applications and related taxpayer
documentation in a safe, secure and confidential manner pursuant to the retention, security and confidentially
requirements set out in the Guidelines. Pursuant to the retention requirements set out in the Guidelines, ERO shall
maintain records for a period of (5) five years.
 
4.12 The ERO must inspect at least one government-issued picture identification for each client named on the
Application and keep a copy of the identification in the client’s file for a period of (5) five years. The ERO must also
verify the social security number for both the primary and secondary filers and all dependent children listed on the
tax return and retain a copy of such documentation in the client’s file.
 
4.13 Upon the earlier of (i) the termination of this Agreement, or (ii) the cessation by the ERO of submission of
Applications, the ERO shall promptly return to the Company any Confidential Information (as hereinafter defined)
of the Company, including all forms and documents designed or used in connection with the Program, and shall
shred all voided, damaged, unused documents and checks. Such obligations shall survive the termination of this
Agreement.
 
 4.14 The ERO acknowledges that it will have custody of ERC checks, RAL checks, overage checks, blank checks,
voided checks, and other checks, and agrees to keep a detailed log accounting for each voided, damaged, and
lost check. Such log shall be furnished to the Company upon request. The ERO agrees to keep check stock and
Debit Card supplies in a locked safe, drawer or cabinet with reasonable access and security safeguards in place.
ERO shall reimburse the Company the amount of each check that is stolen by an employee of ERO, given to the
incorrect client, duplicated, or reported lost and/or voided by the ERO’s office if (i) the check is cleared by the Bank
and (ii) the Company is otherwise unable to recover such funds. The ERO further agrees that only authorized
personnel will be allowed access to checks and Debit Cards and that the ERO will use, complete, handle, and
disburse checks strictly in accordance with the requirements set forth in this Agreement and in the Guidelines. In
addition, the ERO shall not deliver duplicate checks of the same amount to the taxpayer. ERO agrees that the
Company may withhold any and/or all of the ERO’s fees and incentive to indemnify the Company for any potential
losses, expenses and costs if ERO releases any duplicate checks.
 
4.15 4.15  Checks handed out to taxpayers must have the check stub attached. The ERO will only deliver a RAL
check to the taxpayer if the Itemization of Amount Financed is attached and printed and all ERO’s fees are
accurately disclosed thereon. Furthermore, ERO will only deliver an ERC check to the taxpayer if the Itemization
of Fees is attached and printed and all ERO’s fees are accurately disclosed thereon. In the case where a taxpayer
is applying for a RAL, the Truth-In-Lending Disclosures must be presented by ERO to and signed by the taxpayer
along with completion of the Application.

4.16 The ERO shall be responsible for assisting the Company or the Bank in the event the Company or the Bank
wish to make contact with the taxpayer.
 
4.17 The ERO agrees that the Company, at its discretion, may request a credit report and/or background
information of the ERO or its officers, directors, owners or representatives to determine eligibility for acceptance or
continuation of the ERO with the Program.
 
4.18 The ERO agrees that if its relationship with the Company is in conjunction with ERO’s affiliation with a
service bureau or tax preparation software provider, the Company may share information regarding the ERO with
such service bureau or tax preparation software provider.
 
5. Covenants of the Company
 
5.1 The Company shall promptly respond to inquiries of the ERO and its employees regarding the Program and
the status of any of the financial products offered through this Program. The Company shall reasonably assist the
ERO by providing information on how to complete the Application and participate in the Program.
 
5.2 Fees withheld from taxpayers for services performed by the ERO, and any incentives will be paid directly to
the ERO unless there is an agreement or understanding between a Service Bureau and an ERO that such ERO
fees and charges, and incentives be paid to the Service Bureau. Fees withheld on ERO's behalf will be deposited
according to the instructions from the ERO (or Service Bureau, if applicable). ERO fees and incentives may be
withheld by the Company to offset against potential or actual losses, expenses and costs (including reasonable
attorney fees) attributed to negligence or fraud by the ERO. The fees due from the taxpayer to the ERO shall be
paid to the ERO (or Service Bureau, if applicable) upon the funding of a RAL, or after the refund is received from
the IRS or state taxing authority, provided however, the amount of the total fees paid to the ERO may be limited to
$600 per taxpayer. The ERO understands and acknowledges that its fees are the obligation of the taxpayer, not
the Company or the Bank, and that the ERO shall look solely to the taxpayer to recover any fees in excess of the
amount withheld from the RAL proceeds, or the amount of the refund received from the IRS or state taxing
authority.
 
6. 6.           Status of the Parties.
 
6.1 6.1       In performing their responsibilities pursuant to this Agreement, the relationship between the Company and
the ERO is that of independent contractors. This Agreement shall not be constructed to create a relationship of partner or
joint venture or other relationship hereto as employee or agent of the other. No party hereto shall represent that its
relationship with the other is anything but that of an independent contractor.
 
6.2 6.2       Any third parties used by the ERO in the performance of its responsibilities under this Agreement shall be
deemed to be an agent of the ERO and not an agent of the Company. The ERO shall be fully responsible for the acts or
omissions of any such third party with respect to their services and performance. Furthermore, the ERO shall be fully
responsible to assure that such service or performance is in compliance with the terms of this Agreement, the Guidelines
and Program requirements.
 
7. 7.           Termination.
 
7.1 7.1       The Company may, without any liability to the ERO or its taxpayer clients, suspend, terminate, or change the
Program, in its entirety, or partially, at any time, for any reason whatsoever, including, but not limited to legal, regulatory or
operational problems, or any combination thereof, make the Program economically impractical or infeasible in whole or in
part.
 
7.2 7.2       The Company may, without any liability to the ERO, withhold any fees, payments or incentives otherwise
due to the ERO for any one or more of the following: (i) If the ERO or any of its officers, directors, shareholders or
employees (or similarly situated persons) has ever been denied a request to the IRS for an Electronic Filing Identification
Number and a reasonable explanation for such denial, judges in the sole discretion of the Company has not been furnished
to the Company; (ii) a violation by the ERO of any provision of this Agreement or any policy or procedure contained herein or
in the Guidelines; (iii) the ERO elects to wind up or dissolve its operations or is involuntarily wound up and dissolved, or
becomes insolvent, incurs a material adverse change in its financial condition, makes an assignment for the benefit of
creditors, files a voluntary petition in bankruptcy for its reorganization or is adjudicated as bankrupt or insolvent; (iv)
termination of the Program by the Company; (v) if any fraudulent returns are submitted for payment under the Program by
the ERO; or (vi) ERO misappropriates or fails to deliver any funds to the Company, Ohio Valley Bank Co., or to any
taxpayer.
 
7.3 7.3       The Company may, without any liability to the ERO, terminate this Agreement at any time and without notice
to the ERO. The ERO may terminate this Agreement by giving at least 30 days written notice to the Company of its intent to
do so., provided, however, that this agreement shall remain in effect until all transactions initiated under the Program have
been finally completed for the applicable tax-filing year. Amounts owed from the ERO to the Company shall remain due
and payable after termination by either party.
 
7.4 7.4       In the event of termination of the Agreement, the ERO shall be responsible for, and shall in all cases
indemnify and hold the Company harmless from any losses, expenses or costs (including attorney fees), resulting from the
ERO’s failure to adhere to the terms of this Agreement and/or the Guidelines.
 
7.5 7.5       Upon the termination of this Agreement, the ERO agrees to return all Confidential Information, including, but
not limited to, all Applications, checks, forms and documents designed or used in connection with the Program, and shall
shred all voided, damaged and unused documents and checks. Such obligations will survive the termination of this
Agreement.
 
8. 8.           Confidential Information.
 
8.1 8.1       In performing its obligations pursuant to this Agreement, the ERO may, with or without consent, gain access
to certain confidential proprietary information about the Program, including, but not limited to, the Company’s marketing
philosophies and objectives, competitive advantages and disadvantages, technological development, sales volumes,
information relating to the Company’s software, names, addresses of the Company’s and the ERO’s customers, or other
information which the Company reasonably considers confidential and/or proprietary (collectively referred to herein as
“Confidential Information”). ERO agrees to maintain as proprietary and confidential all such Confidential Information and
further agrees not to use such Confidential Information, nor to disclose such Confidential Information to any third party,
except in performing its obligations pursuant to this Agreement and as authorized by taxpayers. Section 501(b)(3) of the
Gramm-Leach-Bliley Act states that information security standards must include various safeguards to protect against not
only “unauthorized access to” but also the “use of” Confidential Information relating to taxpayers that could result in
“substantial harm or inconvenience to any customer.” Confidential Information includes, but is not limited to, taxpayer’s
names, social security numbers, dates of birth, addresses, number of months at address, phone numbers, financial
information, bankruptcy information, employer names and phone numbers.
 
8.2 8.2       ERO warrants to the Company that it is in compliance with all security policies and procedures, as set forth
in the Guidelines, and such reasonable and appropriate safeguards are and will remain in place. Furthermore, the ERO
agrees to protect all Confidential Information by utilizing appropriate means including, but not limited to, firewalls, anti-virus
software, intrusion protection systems, encrypted data transfer, and software security controls (computer and software logon
passwords) and such appropriate physical security methods including, but not limited to, storage of all Confidential
Information not in use, and appropriate access and security measures for its office location(s). The ERO will provide training
to all employees and contractors as to such electronic and physical security measures. The ERO shall, at no time, allow
public access to Confidential Information. The ERO agrees to keep all Confidential Information maintained in physical paper
form in a locked filing cabinets and/or behind a locked door at all times, and shall shred and then safely dispose of
Confidential Information that is not required to be retained. Furthermore, the ERO shall not take any Confidential
Information in any form out of the United States.
 
8.3 8.3       ERO will immediately provide the Company notice of any breach resulting in unauthorized intrusion(s), loss
or theft of the Confidential Information and shall specify the corrective action taken by ERO to regain possession or limit
disclosure of the Confidential Information. ERO shall assess the nature and scope of an incident and specifically identify the
Confidential Information that has or may have been lost or stolen and potentially improperly accessed or misused. ERO
shall take appropriate steps to contain and control any incident of breach of security relating to the Confidential Information,
assist the Company with all reasonably requested steps needed to make all notifications required of any such breach,
prevent harm or inconvenience from such breach and agrees, upon request, to indemnify the Company for any loss or costs
associated with any breach of security or unauthorized disclosure. This provision shall survive termination of this
agreement.
 
9. 9.           Miscellaneous.
 
9.1 9.1       The Company may, without any liability to ERO, withhold any fees, payments or incentive amounts which
may be due the ERO and/or terminate this Agreement should the Company, through either Bank audits or their own
knowledge after sufficient investigation, determine that the ERO has violated any provision of this Agreement or any policy
or procedure contained herein or in the Guidelines or if any fraudulent returns are submitted for payment under the Program
by ERO. The ERO shall be responsible for, and shall in all cases indemnify and hold the Company and the Bank harmless
from, any losses, expenses or costs (including attorney fees), resulting from ERO’s failure to adhere to the terms of this
Agreement.
 
9.2 9.2       Each Party to this Agreement will bear all expenses connected with its performance of its obligations under
this Agreement, and no party will have the right to incur any expense or liability on behalf of any other party.
 
9.3 9.3       The Company shall not be liable to the ERO or its clients or agents for any consequential, incidental, indirect
or special damages, or the loss of profits, income or other benefits, arising out of or in connection with this Agreement or the
services performed hereunder.
 
9.4 9.4       The ERO shall indemnify, hold harmless and reimburse the Company, the Bank, and their respective
officers, directors, employees and agents, for all expenses and costs, reasonable attorney fees, judgments, penalties,
damages, direct expenses and other payments in connection with any claims, disputes, controversies or litigation with
respect to, as determined in the sole discretion of the Company, (i) anything wrongfully done or not done by the ERO, (ii) the
violation of any laws, rules or regulations applicable to the ERO in connection with the submission of the Application, or (iii)
the ERO’s violation of this Agreement, whether or not this Agreement is terminated by the Company.
 
9.5 The Company reserves the right to share ERO information with other RAL lenders. ERO information includes,
but is not limited to, EFIN, EFIN owner’s name, business name, business owner’s name, associated Service
Bureau, and current and prior tax year statistics and performance. Further, ERO agrees that certain information,
including but not limited to taxpayer funding data, may be shared with the Company by ERO’s software company
and/or Service Bureau.
 
9.6 9.6       The Refund Advantage trademark name and logos shall not be used in conjunction with any
advertising, with the exception of those materials provided by or purchased from the Company, without written
permission from the Company. ERO agrees to submit any and all marketing material that includes financial
products provided as part of this Agreement to the Company for prior written approval.

9.7 During the term of this Agreement and following its termination, all completed Applications shall continue to be
the property the Company and the rights, agreements, representations and warranties of the parties pursuant to
this Agreement, shall survive termination.
 
9.8 This Agreement and its rights and duties may not be assigned by any party without prior written consent of the
other party.
 
9.9 If any provision of this Agreement shall be prohibited by or deemed invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity; the remainder of such provisions or the
remaining provisions of this Agreement shall remain enforceable. Any headings or captions are intended solely for
convenience or reference purposes and shall not constitute part of this Agreement.
 
9.10 This Agreement will be governed by federal law and the law of the Commonwealth of Kentucky without regard
to the conflict of laws provisions hereof, and shall be binding upon the parties and their respective successors and
assigns, and shall inure to the benefit of both parties and their respective successors and permitted assigns. The
parties to this Agreement agree to submit exclusively to courts of jurisdiction in the commonwealth of Kentucky for
all purposes of enforcing or construing this Agreement, or commencing any actions to enforce or construe this
Agreement. No waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or
condition of the Agreement shall operate as a waiver of, or an estoppel with respect to, any subsequent or other
failure.
 
9.11 This Agreement contains the entire understanding of the parties hereto with respect to the subject matter of
this Agreement. There are no restrictions, promises, warranties, covenants or undertakings other than those
expressly set forth herein. This Agreement supersedes all prior agreements and understandings between the
parties with respect to such matter.
 
 9.12 Except as otherwise provided herein, the remedies provided herein shall be cumulative and shall not
preclude the assertion by either party of any rights or any other remedies against the other party. Neither party
shall be deemed to have waived, not be stopped from asserting, any of its rights, powers or remedies under this
Agreement unless such waiver is approved in writing by the waiving party.
 
9.13 The Bank is an intended third-party beneficiary of ERO’s agreements, duties and obligations under this
Agreement.