BANK MIDWEST, COMMUNITY BANKS OF COLORADO, HILLCREST BANK, AND BANK OF JACKSON HOLE, DIVISIONS OF NBH BANK (the “Bank”)
ONLINE BANKING AGREEMENT
This Online Banking Agreement (the “Agreement”) governs each person (“you”, “your”) who uses the Bank’s (“we”, “us”, “our”) Online Banking Service (“Service”) regardless of the method or means of access. It also contains important disclosure information relating to electronic funds transfers made through the Service. By subscribing to the Service or using the Service to access Account information, or to make any transfer between Accounts or payments to a third party (“Payee(s)”), you agree to the terms of this Agreement. Your use of any new Services that are made available shall indicate your acceptance of any terms and conditions that we communicate to you concerning the Services. Access to Account information, transfers between Accounts, and payments to Payees drawn on or debited against your Accounts, are referred to as “Transactions”.
“Account(s)” mean the Checking, Money Market, Savings, or other Accounts owned by you and designated by you for access through the Service, including your designated Account for Transactions (“Payment Account”). In our sole discretion, we may refuse to include, or may exclude from continued use, an Account in the Service.
“Banking Day” means that part of any Business Day on which we are open to the public for carrying on substantially all of our banking functions.
“Business Days” are Monday through Friday, except federal holidays. You can use the Service 24 hours, 7 days a week, except during maintenance periods; however, we only process Transactions on Business Days. Transaction processing is subject to our cutoff times as noted in literature at Bank locations or within literature provided within the Service, during establishment of the Service, or during training for the Service. Cutoff times may change from time-to-time.
“Home Page” refers to the main website address for each of the Bank’s divisions.
We encourage you to keep this Agreement for your records. If you have any questions, ask any Client Services and Solutions Specialist for assistance.
GOVERNING LAWS AND RULES
Our relationship with you is regulated by state and federal law, including the Uniform Commercial Code, and regulations of the Federal Reserve System, other regulatory agencies and clearinghouse associations, hereinafter collectively referred to as “Law(s)”. These Laws, as well as the terms of the Agreement, may change from time to time without notice to you unless notice is required by Law. Your continued use of the Service following receipt of the Agreement or notice of a change is considered acceptance of the Agreement or change. Notice of a change may be made by mail or electronically. Other agreements that apply to your Accounts with us, including, but not limited to, The Deposit Account Agreement and Disclosure and Privacy Notice received when opening an Account and The Estatement Enrollment Customer Notification Agreement received upon Estatement enrollment, apply to all Transactions made on the Accounts through the Service and are incorporated by reference into this Agreement.
PROTECTING YOUR PRIVACY
The importance of maintaining the confidentiality and privacy of the information provided by our clients is one of our highest priorities. Our clients’ information is collected and disclosed in accordance with the Bank’s Privacy Notice. You can review the Bank’s Privacy Notice on our website by clicking the Privacy Notice link on the Home Page. You should carefully review our Privacy Notice before you formally enroll in the Service.
Confidentiality and Security
We maintain physical, electronic, and procedural safeguards that comply with federal regulations to protect your personal and financial information. Our associates do not access your personal or financial information unless they have a business reason to have access to this information. On an ongoing basis we educate and train our associates on the importance of maintaining the confidentiality and security of your personal and financial information.
Privacy Information Specific to Internet Usage
1. We collect and store information about “hits” on our website for internal review purposes only. Such information may include the name of the domain from which you access the Internet (such as Compuserve.com or att.net),), the date and time you access our website, and the Internet address of the website from which you linked to us. This information enables us to see how you use our website and keep our website user-friendly.
2. Our website does not require you to disclose any personally identifying information. However, if you do provide personal information, such as your mailing and email address, telephone and fax numbers, or demographic and client identification, we will not disclose (share, sell, or divulge) it to persons outside our family of banks except as identified in the DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES section of this Agreement.
3. In order to provide better service, we will occasionally use a “cookie.” A cookie is a small piece of information, which a website stores on your PC for later retrieval. The cookie cannot be read by a website other than the one that set the cookie. None of the cookies will contain information that will enable anyone to contact you via telephone, email, or regular mail. In addition, web browsers can be set to inform you when cookies are set or to prevent cookies from being set.
4. We do not knowingly solicit information from children and we do not market specifically to children.
A Privacy Notice will be provided to each new client at the time the client relationship is established. Additionally, anyone may receive a copy of our Privacy Notice upon request or on our website by clicking the Privacy Notice link on the Home Page. If you do request a Privacy Notice, it will be mailed within 10 days of the request.
Protecting Online Applications
When you apply online for Accounts or Services, or enroll in the Service, you provide personal information that is necessary for us to process your application. We, along with the outside companies with which we work, if applicable, may keep the information you provide to us, along with information we collect from outside sources, so that we can offer you Accounts and Services related to your financial needs.
You may access other websites that have been selected by the Bank from our website through a hypertext link. When leaving the Bank’s website through a hypertext link, the Bank cannot attest to the content or accuracy of information provided by these linked sites, and does not provide, endorse or accept responsibility for the product, service or overall content available on third party websites. These links are provided solely for client convenience and are only offered for your use at your own discretion.
How We Handle Email
We preserve the content of your email, your email address and our response in order to efficiently handle any follow-up questions, and to meet legal and regulatory requirements. If we think that a particular Bank Account or Service might apply to your situation, we may occasionally contact you at your email address to inform you of potential benefits and availability.
For security purposes, your emails with sensitive or personal information should be sent to us through our Contact Us page. Since our response back to you is not secure, we will not include confidential Account information in the response. You may also contact us by phone, U.S. mail or by visiting your nearest banking center. See our Contact Us link and our banking center locator web pages for additional information about contacting us.
What We Do with Online Surveys
The information you provide on surveys and promotions on our website will be used for internal marketing purposes, including developing website information and Services that you may find helpful. In addition, we may inform you of new Accounts and Services we may offer in the future based on the information you provide to us.
No Data “Capture” with Planning Tools
Planning tools are available throughout the website to help you make the financial decisions that are right for you in the privacy of your home. We encourage you to try all of your “what-if” scenarios as often as you like. Examples include the mortgage principal and interest calculator and the savings goal calculators.
When you use various planning tools on our website, the calculations run on your computer or our server. We do not capture the personal information you provide on these planning tools.
CONSOLIDATION SITES: Please use caution when using consolidation sites. Consolidation Sites are Internet sites which offer the ability to collect all of your personal information on one site. For example, you may be encouraged by the Consolidation Site to provide your personal authentication information, such as your User Code, computer Password or PIN for the Service. NEVER PROVIDE THIS INFORMATION TO A SITE THAT YOU DO NOT RECOGNIZE AND FULLY TRUST.
We are committed to making sure that the Service is safe and secure. With our security infrastructure in place, we are confident that access to your accounts is private and secure. We are unable to provide similar assurances for other websites. While we work to protect your banking privacy, you also play a role in protecting your Accounts. Only provide your User Code when your browser shows a secure connection directly to the Bank website or to another site you have investigated and fully trust.
Information may also be exchanged with credit bureaus and similar organizations, provided when legally required or permitted, or in connection with a fraud investigation, an acquisition, or the sale of your Account to another financial institution.
Count on Our Commitment to your Privacy
You can count on us to keep you informed about how we protect your privacy and limit the sharing of information you provide to us – whether it’s at a banking center, over the phone or through the Internet.
The Bank reserves the right to change the Bank’s Privacy Notice at any time.
Questions: If you have questions concerning the privacy of your information at the Bank, send an email to email@example.com or visit www.nbhbank.com. You may also call: Bank Midwest 800.867.2265, Community Banks of Colorado 877.877.0395, Hillcrest Bank 855.629.7618, or Bank of Jackson Hole 877.877.0397.
If you send email to us, please remember that email is not secure against interception. If your email contains information that is very sensitive or includes personal information such as your Account numbers, credit/debit card number, or social security number, please send the email through our Contact Us page.
Regardless of whether you are using a public computer, your own private computer, tablet, mobile device (i.e. smartphone), or any other device used to access your Account information or this Service (“Access Device(s)”); you are responsible for protecting the confidentiality of your User Code and Password. It is your responsibility to protect your Account information.
Passwords and/or Personal Identification Number(s) (“PIN(s)”) are provided for your use and protection. You must change the Temporary Password and/or PIN to a unique number at the time you first use the Service. You agree to: (a) not disclose the Password and/or PIN or otherwise make it available to anyone else; (b) use the Password and/or PIN as instructed; (c) immediately notify us of any loss or theft of the Password and/or PIN by means provided for in the Notification section of this Agreement; and (d) be liable for the Password and/or PIN and for its authorized use and for its unauthorized use as described in this Agreement. Unless you notify us as provided in this Agreement, you acknowledge that we are entitled to rely on the use of your Password and/or PIN as your authorization for any Transaction through the Service. You are responsible for all Transactions you initiate or authorize using the Service. If you permit any other person to use the Service or your Password and/or PIN, you will have authorized that person to access your Accounts and you are responsible for all Transactions that person initiates or authorizes from your Accounts.
Internet connections can be insecure and may provide the opportunity for the unauthorized interception, diversion, access or disclosure of your private information. Access Devices are regularly subjected to attacks by third-parties attempting to obtain unauthorized access to your private information through malicious software, spyware or other electronic means. You are responsible for maintaining protection against unauthorized third-party access to your private information stored on or transmitted to and from your Access Device which you choose to use. Except as otherwise provided in our Deposit Account Agreement and Disclosure, we are not responsible for any loss, financial loss, injury or damage, whether direct or indirect, special or consequential, arising in any way out of the installation, use or maintenance of your Access Device or related software, including without limitation that use of any information obtained by a third-party from your Access Device by any means including that obtained by the use of any malicious computer code or program.
You agree that you are responsible for the security of your Access Devices and applicable software used in conjunction with the Services. You agree to adhere to reasonable security standards including, but not limited to, ensuring Access Devices and software security updates are applied in a timely manner, and using current anti-virus software and virus signatures to protect all Access Devices. You agree that you are responsible for maintaining backups of data files, report files and programs used in conjunction with the Services.
We provide commercially reasonable security including, but not limited to, the enforcement of User Codes, Passwords, and layered security; however, we are not responsible for unauthorized access to your Access Devices or for maintaining backups and contingency plans of your data files, report files and programs used in conjunction with the Services. We shall not be obligated to act on a communication not transmitted in accordance with the security procedures and guidelines as referenced in this Agreement if we reasonably doubt its authorization, contents, or origin.
We use encryption technology to protect the integrity of your transactions with us. Even though this technology provides secure transaction processing, it is possible for unauthorized persons to gain access to your computer systems, networks, and any and all information stored therein. If unauthorized persons gain access to your personal information, you understand and agree that we are not responsible for any adverse consequences related to your connection to or use of the Internet. Furthermore, we are not responsible for any use by you of an Internet connection in violation of any law, rule, or regulation or any violation of the intellectual property rights of another.
We reserve the right to implement additional security including, but not limited to, limiting the frequency and dollar amount of Transactions from your Accounts and implementing new security technology as it becomes available in the industry.
Notify us immediately if your User Code, Password and/or PIN have been lost or stolen. If you believe your User Code, Password and/or PIN is subject to unauthorized use or that someone has transferred or may transfer money from your Account without your permission, call the telephone number listed in the Notification section of this Agreement.
ACCESS AND LIMITATIONS TO SERVICES
Upon request, you may use the Service to:
Access your Accounts Online. You may obtain Account balances and Transaction information including access to your periodic statements for your Accounts.
Transfer funds between your Accounts. A request to transfer funds between Accounts may not result in an immediate transfer or immediate funds availability because of the time required to process the files. If there are not available funds in the Payment Account from which a transfer is being made at the time the transfer is processed, the transfer will be canceled and we will not make the transfer at a later date. You may schedule transfers for future dates. Requests made after 6:00 p.m. Central Time or on a non-Business Day will be considered made for the next Business Day.
Send electronic mail (email) to us and receive email from us. We may not immediately receive email that you send. We must have a reasonable opportunity to act, before taking action and responding to your email requests. You cannot use email to make a bill payment, Account inquiry or funds transfer. You may not use email to perform a stop payment, report unauthorized use of your Password and/or PIN, or report an unauthorized Transaction. You must notify us in accordance with the Notification section of this Agreement.
Online Bill Payment
You hereby authorize us to make payments from your designated checking Payment Account in the amounts you request to persons or businesses in the United States (each, a “Payee”). You further authorize us to make payments on your behalf by Bank check (“Check Payments”) or electronic funds transfers (“EFT Payments”) drawn on or debited against your Payment Account. We will decide, in our sole discretion, which payment method to use on a case-by-case basis.
You may choose to schedule payments to occur at regular intervals (a “Scheduled Payment”). If the payment is not a Scheduled Payment, it will be a “one-time payment.”
You must specify the date (“Payment Date”) by which you want the payment to arrive at the Payee. That day can be any Business Day up to 365 days in the future. When scheduling payments, you must select a Payment Date that is no later than the actual due date reflected on your biller statement unless the due date falls on a non-Business Day. If the actual due date falls on a non-Business Day, you must select a Payment Date that is at least one Business Day before the actual due date. Payment Dates must be prior to any late date or grace period. While you may enter a Payment Date that is the same as the due date on your bill, you are encouraged to select a Payment Date in advance of the actual due date because of the potential for unforeseeable delays in payment delivery or receipt by the Payee. For most electronic payments, we can deliver your payment the next Business Day. If we send the payment by check, it can take up to four days for the Payee to receive it. Further delays may occur due to the actions of the Payee or a third party, including but not limited to the Payee’s failure to timely retrieve the mail containing a check or shipping delays by a mail courier. You agree such circumstances are out of our control and we are not liable to you for failure to deliver the payment in these cases. If checks written and/or EFT Payments initiated by you are presented on a Payment Date, we will, in our sole discretion, determine the order in which these payments are processed.
When the use of the Service generates items to be charged to your Account, you agree that we may debit your Account without requiring any signature on the item and without prior notice to you, even if your Account otherwise requires two signatures to authorize Transactions. Any Transactions resulting from your instructions that we receive under your User Code shall be deemed to have been made in writing, and authenticated by you in writing. All records of Transactions under your User Code maintained by us shall be deemed to have been signed and to constitute an original when printed from records established and maintained by us or our authorized agent in the normal course of business. You agree not to contest the authorization for, or validity or enforceability of, the records and signed documents, or the admissibility of copies or digital images thereof, under any applicable law relating to whether certain agreements, files or records are to be in writing or signed by the party to be bound thereby. Records and signed documents, if introduced as evidence on paper in any judicial or other proceedings, will be admissible to the same extent and under the same conditions as other documentary records. Upon our written request, you agree to manually sign or place your signature on any paper original of any record or signed document which we provide to you containing your purported signature.
While most Payees can receive payments through the Service, we reserve the right to refuse to allow you to designate any particular Payee or classes of Payees. You may not make a payment of alimony, maintenance, child support, taxes, securities purchases or other governmental fees, court-directed payments, or payments from marijuana related transactions through the Service. We shall have a reasonable opportunity to act before changes to your Payee list are effective. Funds are available for transfers and payments in accordance with our Funds Availability Policy contained in The Deposit Account Agreement and Disclosure. If there are not sufficient available funds in the Payment Account to make payments you have authorized, we may either refuse to honor payment requests or may make the payment and thereby overdraw the Payment Account. In either event, you will pay on demand the negative balance and be responsible for any insufficient funds and return item charges. If you overdraw your Account with us, and transfer funds from another Account to cover the overdraft, you are bound by the rules and regulations which apply to that transfer or credit privilege. If we refuse to honor a payment request due to insufficient available funds, that particular payment will be canceled.
It is your responsibility to transmit your bill payment authorizations in such a manner that your bills are paid on time. You are responsible for any late payment charge, finance charge, penalty or default that may result from your failure to transmit payment authorizations in sufficient time.
We will make our best efforts to process all your payments through the Service timely and properly. However, we will not be liable to you if a Payee cannot or will not accept a payment made through the Service. We will not be liable to you for circumstances beyond our reasonable control, such as courier delivery delays in the case of mailed paper checks, or any other actions or omissions by third parties or Payees that delay payment delivery. You agree to notify us promptly if you receive notice from a Payee that a payment you made using the Service has not been completed or remains unpaid. We will not be liable to you for any damages to the extent that your failure or delay in notifying us that a bill payment was not made prevents us from avoiding or alleviating such damages. You understand and agree that we do not guarantee the timely or proper delivery of any payments made through the Service.
The Bank reserves the right to cancel the Service at any time for any reason. Upon termination of your use of the bill payment Service, you will be responsible for making arrangements to pay any future payments.
We may obtain information regarding your accounts with Payees in order to facilitate proper handling and crediting of your payments.
Electronic Alert Notifications
We provide electronic alert notifications (“eAlerts”) through the Service. Some eAlerts are automatic notices that you do not need to activate. Voluntary eAlerts are also available. The voluntary eAlerts will need to be activated by you. You can cancel these voluntary eAlerts at any time. eAlerts are subject to the following:
1. We may add new eAlerts or cancel old eAlerts from time to time. We usually notify you when we cancel eAlerts, but are not obligated to do so.
2. eAlerts will be sent to the email address you have provided for the Service. If your email address changes, you are responsible for informing us of that change.
3. You understand and agree that your eAlerts may be delayed or prevented by a variety of factors. We neither guarantee delivery nor the accuracy of the contents of any eAlerts. You agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of an eAlert. We shall not be liable for any errors in the content of an eAlert or for any actions taken or not taken by you or any third party in reliance on an eAlert.
4. Because eAlerts are not encrypted, we will never include your Password or full Account number. However, your eAlerts may include your name and some information about your Accounts. Anyone with access to your email will be able to view the contents of these eAlerts.
Subject to available Deposit Account balances, funds transfers and bill payments can be completed. There are no limitations on the number of Transactions that can be made during any time period to or from any Account, except as provided by federal regulations limiting pre-authorized transfers. By Law, you are limited to six (6) pre-authorized or automatic transfers or checks during any calendar month if the Account is a Money Market Deposit Account or a Savings Account. Online bill payments and transfers between your Deposit Accounts are considered pre-authorized transfers.
The use of the Service(s) often requires the use of an internet browser or application. Not all browsers are supported. You are responsible for maintaining and using a supported browser or application to access the Service. A list of supported browsers is located on our website.
ACCURACY AND TIMELINESS OF INFORMATION
We will use reasonable efforts to provide information requested through the Service in a prompt fashion, but shall not be liable for temporary failure to provide timely information. If the Service is unavailable, you shall be responsible for carrying out banking business through alternative delivery channels. We shall not be liable for any inaccurate or incomplete information with respect to Transactions which have not been completely processed or posted to our system prior to being made available pursuant to the Service. Information with respect to all Transactions is provided solely for your convenience and we shall have no liability to you resulting from your use of such information.
All information provided to you prior to completion of our end-of-day processing is not final and is subject to change. Account balances and other information will be provided to you for the current day and past days. Images of items deposited to your Accounts and checks drawn on your Accounts will be made available for a period of time. Historical information for activity conducted via the Service will be made available to you for a period determined by the Bank.
CHARGES FOR TRANSACTIONS OR RIGHT TO MAKE TRANSACTIONS
No monthly or Transaction fees are incurred for use of the Service. Depending on the Access Device used to access Services, there may be costs associated with your third party provider. Check with your third party provider to make sure you understand any applicable charges.
Fees may be assessed for optional Services selected. We may change or add fees without notice unless required by Law. A current fee schedule can be obtained at any banking center location. Fees in our Deposit Account Agreement and Disclosure brochure also apply.
DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES
We may disclose information to third parties about your Account or the Transactions you make including:
1. When it is necessary or helpful to enable you to use the Service for completing Transactions;
2. In order to comply with government agency or court orders, or to give information to any governmental entity having legal authority to request such information;
3. If you give us your written permission in a separate writing or through signing other Bank documents giving us permission, such as enrolling in Identity Theft Protection;
4. To verify the existence and condition of your Account for a third party, such as a credit bureau or merchant;
5. To persons who provide us with products or Services that help us furnish banking Services to you such as check printers, and appraisers;
6. As permitted by our Privacy Notice; or,
7. As required or allowed by the Law.
RIGHT TO RECEIVE DOCUMENTATION OF TRANSACTIONS
You will receive a monthly statement if you have an Account upon which checks or drafts may be drawn. You will receive a savings statement quarterly, unless there are electronic Transactions during the month. A savings statement will be provided monthly for Accounts with electronic Transactions.
STOP PAYMENT REQUESTS
You may request us to stop payment on any item payable against your Account, whether issued or authorized by you or any other account holder or authorized signer; however, once requested, a stop payment may only be released or canceled by the person who requested the stop payment. You may be charged a fee for any stop payment request. Please refer to the current Service Fee Schedule.
A stop payment request is effective only if we receive it at such time and in such manner as to afford us a reasonable opportunity to act upon it before our cutoff time. Our acceptance of a stop payment request does not constitute a representation that the item has not already been paid or that we have a reasonable opportunity to act upon the request.
We will confirm in writing to you our receipt of your stop payment request. The written confirmation will specify the length of time for which the stop payment is effective. We will not give you notice that a stop payment request has expired. A stop payment request may be renewed for additional periods at any time prior to its expiration.
In order to request us to stop payment on an item, you must give us your Account number, the date, amount and number of the item and the name of the payee on the item. You must be precise in the information you give us and you agree that we will not be liable for failing to stop payment on an item if the information you give us is incorrect or incomplete. Moreover, we are not obligated to re-credit your Account if we pay an item over a valid and timely stop payment request unless you are able to demonstrate the fact and amount of your loss. If we do re-credit your Account after paying an item over a valid and timely stop payment request, you agree to transfer to us all of your rights against the payee or other holder of the item and to assist us in any legal action we may later take against that person. If we comply with any stop payment request you give us, you agree to defend, indemnify and hold us harmless from and against any Claims or Costs resulting from or relating in any way to that stop payment request.
You may not request us to stop payment on any item we have accepted, which we are obligated to pay (such as a money order or an official, certified, cashiers or teller’s check) or for which we have otherwise become accountable. In addition, you may not request us to stop payment on items governed by any separate agreement we have with you, such as a check guaranty agreement.
Stop Payment Rights
If you have arranged in advance to make regular electronic fund transfers out of your account(s) for money you owe others, you may stop payment of pre-authorized transfer from your account. You must notify us by calling the TeleBank 24 number listed in this Agreement and Disclosure or write us at 1111 Main, Kansas City, MO 64105 in time for us to receive your request three (3) business days or more before the scheduled date of the transfer. If you call, we may also require you to put your request in writing and provide it to us within fourteen (14) days after you call. We will charge $30.00 for each stop-payment order.
You agree that we may respond to you by email with regard to any matter related to the Service, including responding to any claim of unauthorized electronic funds transfer that you make. Any such email sent to you by the Bank shall be considered received within 5 days of the date sent by us, regardless of whether or not you sign on to the Service within that time frame.
Contact us to report any of the following:
• lost/stolen Password/PIN notification;
• if you believe your Password/PIN is subject to unauthorized use;
• errors or questions about your electronic Transaction;
• terminate your Account; or
• any other reason relating to this Service or your Account.
Write to us at:
NBH Bank, 1111 Main, Kansas City, MO 64105
Call TeleBank 24 at:
Bank Midwest 1.800.867.2265
Community Banks of Colorado 1.877.877.0395
Hillcrest Bank 1.855.629.7618
Bank of Jackson Hole 1.877.877.0397
INDEMNIFICATION AND LIMITATION OF LIABILITY
Unless finally determined by a court or arbitrator of proper jurisdiction to have been caused exclusively by our gross negligence or intentional misconduct, you agree to defend, indemnify and hold us, our officers, associates and agents harmless from any and all claims and costs arising in connection with your use of the Services furnished under this Agreement, and you further agree to defend, indemnify and hold us, our officers, associates and agents harmless from any and all claims and costs arising out of actions we take or omit in good faith in reliance upon instructions from you. You also agree to defend, indemnify and hold us harmless for failing to act on your instructions when we believe such actions would cause us to be exposed to civil or criminal liability. You agree that if we fail to properly complete a Transaction according to the Agreement, we will only be liable for your actual damages resulting from that failure (but in no event for more than the amount of the Transaction), and we will not be liable if circumstances beyond our control prevent the Transaction, or the funds in your Account are or may be subject to legal process or other claims. In the event that our liability is established for your actual damages, in no event will we be liable to you for special, consequential or punitive damages arising out of or in connection with the Services furnished under this Agreement, regardless of whether we may have been advised of the possibility of such damages unless required by applicable law. The limitations and exclusions in this paragraph apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and will survive the termination of the Agreement and all of your business with us. Any action or proceeding by you to enforce an obligation, duty or right arising under the Agreement or by law with respect to your Account or any Service contemplated by the Agreement must be commenced against us within one year after the cause of action accrues. If we reimburse you for any losses or damages, you agree to transfer all of your rights relating to the Transactions in question to us and to assist us in any efforts or legal action that we may take to recover those amounts from any third party.
You hereby release us from any liability and agree not to make any claim or bring any action against us for honoring or allowing any actions or Transactions where you have authorized the person performing the action or Transaction to use your Account(s) and/or the Service and/or you have given User Codes to such person, or, in the case of a jointly held Account such person is one of the owners of the Account. You agree to indemnify and hold us harmless from and against any and all liability (including but not limited to reasonable attorney fees) arising from any such claims or actions.
You agree to promptly notify us in writing as directed in the NOTIFICATION section of this Agreement of any error in connection with any Service and any discrepancies between any records maintained by you and any notice you received from us with respect to the Service, and shall provide us with any information it may reasonably request in connection therewith. You also agree that your failure to promptly notify us of any such error or discrepancy may relieve the Bank from liability to you on Account thereof.
Except as otherwise provided in the Agreement, all notices required to be sent to you will be effective when we deliver them to your last known mail or email address that we have for you in our records. You agree that we may send or provide by electronic communication any notice, communication, amendment or replacement to the Agreement, or disclosure required to be provided orally or in writing to you. You agree to receive any electronic messages sent to you and will not attempt to avoid receiving any messages. You are deemed to have received any electronic messages when they are sent to you. Except as otherwise provided in this Agreement, any notice that you send to us shall be effective five Business Days after our receipt of your notice.
You may not assign the Agreement to any other party. We may assign the Agreement or delegate any or all of our rights and responsibilities under the Agreement to any third parties.
No delay or omission by us in exercising any rights or remedies under the Agreement shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy shall not preclude further exercise of any other right or remedy. No waiver shall be valid unless signed in writing by us.
AMENDMENT AND CANCELLATION RIGHTS
You understand that we reserve the right to amend this Agreement at any time by providing you notice of those amendments. We reserve the right to modify or discontinue this Service at our sole discretion. By using the Service after you have been notified of any amendment(s) that have been made, you are agreeing to the terms in the revised Agreement. You will be notified of any amendment or any change in a term or condition disclosed in the Agreement via email to the email address we have on file, or by any other method chosen by the Bank. The most current version of this Agreement is available within the Service.
TERMINATION OF THIS AGREEMENT
You may terminate your use of the Service at any time by notifying us at the address listed in the Notification section of this Agreement. We may terminate your use of the Service, in whole or in part, at any time without prior notice. Your access to the Service will be terminated automatically if the Account is closed, or access to the Account is restricted for any reason. If you terminate the Service, you authorize us to continue making transfers and payments you have previously authorized until such time as we have had a reasonable opportunity to act upon your termination notice, not to be less than five (5) Business Days. Once we have acted upon your termination notice, we will make no further transfer or payment from your Account, including any transfer or payment you have previously authorized. If we terminate your use of the Service, we reserve the right to make no further transfers or payments from your Accounts, including any Transactions you have previously authorized. If you would like to transfer the Service to a different Account with us, you must provide ten Business Days advance written notice. Termination will not affect your liability or obligations under the Agreement.
Unless you are paying a monthly service charge to us for the Service, we may convert your Account to inactive status if you do not sign on to the Service or have any Transactions scheduled through the Service during any consecutive 180 day period. If your Service is converted to inactive, you must contact us to have the Service activated before you will be able to schedule any Transactions through the Service.
The Agreement shall be governed by the Laws of the state in which your Accounts were opened and applicable Federal laws and regulations. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
ACCEPTANCE OF TERMS AND CONDITIONS
By selecting “Accept”, you agree that you have read and understood the terms and conditions set forth in this Agreement and you accept this Agreement without modification. By accepting this Agreement, you consent to the terms of the Service. You understand this agreement is effective at the date and time of the Bank’s receipt of this electronic Agreement and signature.
The Agreement is the complete and exclusive agreement between you and us relating to the Service.