Effective May 28, 2025
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING BUSINESS ONLINE BANKING, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS
This Digital Online Banking Terms and Conditions (the "Terms and Conditions" or this "Agreement") governs the access and use of the business online banking services ("Business Online Banking" or the "Services") provided by Fremont Bank (the "Bank" and also referred to as "us", "we", or "our") to the business customer of the Bank identified in that certain Acceptance pursuant to the Enrollment Form, as defined below, and its authorized signers ("Client", "you" and also referred to as "your" as the context may require). You may access Business Online Banking through various applications via desktop or mobile, which shall be governed by the Terms and Conditions. This Agreement includes a number of product & service specific terms and conditions, to which you agree to be bound by using such product or service, as applicable. This Agreement is effective as of the date you click "Accepted and Agreed To" (the "Effective Date").
The parties have agreed that we will provide Business Online Banking to you on the terms set forth in this Agreement. Therefore, in consideration for the commitments set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree as follows.
Business Online Banking, as well as the terms of the Accounts (defined below) that you maintain with the Bank are also governed by one or more account agreements. In the event of any conflict, the terms of the Terms and Conditions shall govern.
DEFINITIONS
In addition to the capitalized terms that are defined above or elsewhere in the Terms and Conditions, the following capitalized terms shall have the meanings ascribed below.
"Administrator" shall mean any person designated by Client to act on its behalf
"Account" shall mean any deposit, loan, or any other account Client maintains at the Bank where the Bank provides financial services to you now or in the future
"Communication" shall mean any instruction, order, request, notices, or other message by, to, or from you and the Bank
"Downloaded Software" refers to any software, including drivers, applications, or other executable programs, that you download, install, or use in connection with the Bank's services. This includes, but is not limited to, software provided directly by the Bank or through authorized third parties to enable access to or enhance the functionality of Business Online Banking or related services. Downloaded Software may reside on your computer, mobile device, or other electronic equipment
"DAA" shall mean the deposit account agreement governing your Account.
"Enrollment Form" shall mean that certain Business Online Banking Enrollment Form you completed to register and gain access to Business Online Banking
"Master Treasury Agreement" means the Master Treasury Management Services Agreement which was included in the Enrollment Form
"Security Devices" shall have the meaning provided in the Master Treasury Agreement, and any supplemental authentication tools that are made available by the Bank and used by Client
"Service Provider" shall mean company(ies) that we have engaged (and their Affiliates) to render some or all of the Service to you on our behalf
"User" or "Users" means the person(s) the Administrator gives access to your Business Online Banking
"Wireless Access Device" refers to any device that can connect to a network or the internet through a wireless connection. This includes, but is not limited to, smartphones, tablets, laptops, smartwatches, and other mobile or portable devices capable of accessing our services via Wi-Fi, cellular data, Bluetooth, or other wireless technologies.
CERTIFICATION
By accepting and/or using any of the Business Online Banking features, you hereby certify that you have reviewed and consent to the Terms and Conditions. You hereby further certify that you have the authority to bind the Client, and no further approval by you or any third party is required to authorize your acceptance to this Agreement, and that no other action is required to evidence your acceptance to the Terms and Conditions. You certify you are a duly formed entity, operating in the United States.
REGISTRATION OF BUSINESS ONLINE BANKING
To register for Business Online Banking, you must submit a completed Enrollment Form and consent to the Master Treasury Agreement. The Master Treasury Agreement is incorporated herein. In the event of conflicts, the terms of the Terms and Conditions shall be control.
To the extent Client is enrolled in the Funds Transfer Service, Positive Pay & ACH Filtering/Blocking Service, the ACH Service, the SFTP Service, or the RDC Service, Client's use of those services will also be subject to the terms and conditions of the separate Funds Transfer Service Description, the Positive Pay & ACH Filtering/Blocking Service Description, the Automated Clearing House (ACH) Service Description, SFTP Service Description, and the Remote Deposit Capture Service Description, as applicable. In the event of conflicts between the Terms and Conditions and the terms of such preceding agreements, the terms of the Terms and Conditions shall control.
In addition to our DAA with you, by using Business Online Banking, you further agree to the terms in this Agreement.
Client may need to designate certain Accounts for specific purposes in connection with Business Online Banking. For example, if Client links more than one checking account to certain transactional services, Client will need to specify the Account from which transfers should be made. The Bank is not obligated to establish access to any or all of Client's Accounts, and not all Business Online Banking is available with all Accounts.
AVAILABILITY OF BUSINESS ONLINE BANKING
You will generally have access to Business Online Banking Services seven days a week, 24 hours a day.
However, a specific or all of the Services may not be available at a given moment in time due to scheduled system maintenance, necessary repair, or circumstances beyond our control. Additionally, any of the Services may be added, removed, limited, or otherwise amended at any time or from time to time with or without cause or notice, except as required by law. We reserve the right to discontinue any or all of the Services at any time.
ACCESS TO BUSINESS ONLINE BANKING
Computer and Software Requirements. To use Business Online Banking, you must, at your own expense, have sufficiently powerful computer hardware and appropriate software as described. Business Online Banking may require Client to download software from the Bank's website. In some cases, the Bank may place software on Client's computer as part of the Bank's security and/or user verification tools.
Cloud Software. Access to and use of Business Online Banking may require the use of certain cloud-based software and services ("Cloud Software"). For purposes of this Agreement, Cloud Software refers to the internet-hosted applications, services, and technology components that support and enable various features of the Business Online Banking platform. You may use the Cloud Software solely as part of your access to Business Online Banking for your business banking needs, and only in accordance with the terms and conditions of this agreement.
Your ID and Password. You shall take reasonable steps to prevent unauthorized access to Business Online Banking, including without limitation, by protecting your passwords and other log-in information. You shall not provide your Business Online Banking passwords or other log-in information to any third party. You shall notify us immediately of any known or suspected unauthorized use of Business Online Banking or breach of its security and shall use your best efforts to stop said breach.
SERVICES PROVIDED BY BUSINESS ONLINE BANKING
Business Online Banking includes the services described herein. Business Online Banking is an internet-based service that enables Client to access certain Accounts and to facilitate certain electronic services online, as identified in and subject to the Terms and Conditions and any other agreements governing certain services, as applicable. Bank reserves the right, without prior written notice to Client, to place, from time to time, limits on Client's right to use Business Online Banking. Subject to the Bank's prior approval and system limitations, your Business Online Banking may include the following:
Additional features to Business Online Banking may be added to or removed by the Bank from time to time. Some features of Business Online Banking may not be available without a particular application, additional approval by the Bank, certain limitations to specific types of Accounts, and/or may require Client to agree to additional terms and conditions.
Not all Accounts at the Bank are eligible for Business Online Banking. An "eligible" Account refers generally to a checking account, a money market account, a savings account, or a time deposit, as those terms are defined in your agreement related to your Account(s) at the Bank. In some cases, we may allow loans and lines of credit to be linked. All other terms stated therein shall remain unchanged.
Consumer or Person Accounts
This Agreement is for business Accounts only. This Agreement is not intended for use by consumer accounts and any regulatory consumer protections provided to consumer accounts will not apply to commercial Accounts under this Agreement.
In the event you do have a consumer Account that is linked to Business Online Banking, you acknowledge and agree to first consent and agree with the terms and conditions that apply to those consumer Accounts. You agree that your consumer Account(s) accessed through Business Online Banking will be governed by such consumer terms and conditions, and not this Agreement. The account owner(s) assume full liability for all transactions conducted with their credentials, passwords, and security codes. Further, the protections provided in this Agreement and by consumer financial regulations do not apply to any commercial use of Business Online Banking.
Digital Live Chat. We may provide you with a digital live chat service ("Live Chat"), which includes voice calls, video calls, co-browsing, and screen share services. In using Live Chat, you are expected to express your opinions and questions in a professional and courteous manner when communicating with the Bank. We will operate in good faith, and use just cause when evaluating potential abuse, but we will not accept any liability from failure to read, understand, or follow these terms. Language and gestures that exhibit potential harm, condescending messages, obscenities, or are otherwise inappropriate are strictly prohibited and will result in ending the current session and/or a ban from future use of Live Chat. When using a Live Chat function that has a video component and that video component is active, you are expected and required to be dressed appropriately, meaning that your attire should be consistent with acceptable apparel for visiting a public bank branch. We do not take any responsibility for, nor accept any liability from, your actions and resulting circumstances if you are using Live Chat while driving, operating heavy machinery, or engaging in any other activity that carries with it a potential for causing harm to yourself or others. By using Live Chat, you understand that all risks, injury, and harm associated with doing so are your Responsibility, and are not our responsibility.
Live Chat may be monitored or recorded for training, verification, and validation purposes. By using Live Chat, you acknowledge and agree to audio and video recording of your interactions with us, as may be applicable.
ADMINISTRATOR; USER(S)
Client may appoint an Administrator. The Administrator will be able to designate an additional User or Users, and remove any existing User. The Administrator may also determine what Business Online Banking features will be available to any particular User, when to change passwords, and any limitations on the use of Business Online Banking by any User.
You will require the Administrator and any and all Users to comply with all provisions of the Terms and Conditions, and all other applicable agreements.
YOUR RESPONSIBILITIES RELATED TO ADMINISTRATOR AND ANY USER
By using Business Online Banking and appointing the Administrator, you acknowledge and consent to this administrative capability. Client understands that the Administrator and each User may utilize Business Online Banking (including inquiries, transfers and account verification) without regard to any restrictions otherwise applicable to an Account. For example, the Administrator and each User will be able to utilize Business Online Banking regardless of whether they are also an authorized signer on the Client's signature card. Dual control is highly recommended by the Bank. Client agrees to manage and oversee the Administrator and User designations and actions. The Administrator and any User designated or authorized by the Administrator are the Client's agents for the purpose of utilizing Business Online Banking, each authorized to act individually or in concert.
Whenever the Administrator or any User leaves your employ or you otherwise wish to revoke the authority of the Administrator or any User, you must take such action in Business Online Banking. The Bank shall not be liable for any losses, damages, or repercussion arising from such actions.
Client hereby assumes full responsibility for any action or inaction taken by the Administrator and/or any User. Client further agrees to indemnify and hold the Bank harmless from any and all claims, liabilities, or expenses arising from or related to the action or inaction by the Administrator and/or any User. The Bank does not have any control or oversight over the Administrator function. The fact that the Bank is, or may be made aware of, or could have discovered, any limitation on access to Business Online Banking does not make the Bank obligated to enforce or attempt to enforce any limitation. We shall have no responsibility or liability for the accuracy of data uploaded to Business Online Banking by you, the Administrator or any User.
PROHIBITED USES.
You agree not to:
In no event shall we or our Service Providers be liable for any claims or damages resulting from your prohibited use of Business Online Banking. We have no obligation to research or resolve any claim arising out of prohibited use. All research and resolution relating to prohibited use will be your sole responsibility and not ours. We encourage you to provide notice to us of any violations of the Terms and Conditions.
CLIENT WARRANTY
You represent and warrant that: (i) you have the full right and authority to enter into, execute, and perform your obligations under the Terms and Conditions and that no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform your obligations as required by the Terms and Conditions, (ii) you are not a minor, and (iii) you have accurately identified yourself and have not provided any inaccurate information about yourself to us.
DISCLAIMER OF WARRANTY BY THE BANK
TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY AGREE THAT THE USE OF BUSINESS ONLINE BANKING AND ANY SOFTWARE RELATED THERETO BY ANY MEANS IS AT YOUR SOLE RISK, THAT BUSINESS ONLINE BANKING IS PROVIDED "AS IS," AND THAT WE DO NOT MAKE ANY WARRANTIES WHATSOEVER WITH RESPECT TO BUSINESS ONLINE BANKING OR ANY SOFTWARE RELATED THERETO, INCLUDING WITHOUT LIMITATION, WARRANTIES, EITHER EXPRESS OR IMPLIED, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
Clients expressly acknowledge that encryption of data transmissions does not guarantee privacy. Data transferred via Business Online Banking is encrypted in an effort to provide transmission security. Notwithstanding the Bank's efforts to ensure that Business Online Banking is secure, Client acknowledges that the internet is inherently insecure. The Bank cannot and does not warrant that any data transfers utilizing Business Online Banking will not be monitored or read by unauthorizes persons.
You expressly acknowledge that any wireless access to Business Online Banking initiated by you may not be secure and, in such cases, you assume the risk associated with unauthorized access to Business Online Banking and any information contained therein, resulting from such wireless connectivity.
From Business Online Banking, Client may be able to access uploaded content provided or operated by third parties. Unless the Bank tells the Client otherwise in writing, the Bank does not operate or control any such content or any of the information, products or services on such linked websites. Client acknowledges and agrees that: (I) Client accesses such content and linked sites at Client's own risk; (ii) the Bank makes no representation or warranty, and assumes no responsibility for, content on the Bank's website and any linked site or the actions or omissions of its/their owners, operators or providers (iii) the Bank makes no endorsement of, and assumes no responsibility for, content uploaded to the Bank's website or goods or services offered on or advertising on or by any other website; (iv) by using other websites and services, Client may be exposed to content that is offensive, indecent or objectionable; and (v) although the Bank may have a contractual or other relationship with the operators of a linked website or the providers of content, the Bank will not be responsible for the content, accuracy, integrity, availability, timeliness or operation of their website or content. Client agrees to hold Bank harmless in connection with all of the foregoing.
The Bank reserves the right, but shall have no obligation, to reject, move, or delete content that the Bank, in the Bank's sole discretion, believes violates the Terms and Conditions, or contains content, including viruses, that may interfere with the operation of the Bank's website. The Bank may, but has no obligation to, monitor, and/or retain copies indefinitely of, uploaded content, message boards, chat rooms or other forums or review content, or messages posted at such locations, to confirm their compliance with these guidelines. The Bank shall have the right, but not the obligation, to disclose content to any third party if required or permitted by law, or if the Bank believes reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any content violates rights of third parties; or (d) protect the Bank's rights, properly, or personal safety, or those third parties.
SECURITY DEVICES; SECURITY
Security Devices shall include but not be limited to any Security Devices used to access Accounts and to use Business Online Banking.
The Bank may offer to Client or require Client to use additional authentication tools or methods from time to time (for example, one-time password from a token, challenge questions and phrases for employees). If Client chooses not to implement supplemental authentication tools, Client's access to some or all of the Services may be limited.
Client has the responsibility of ensuring that Client has the current security patches installed and configured, Client maintains up-to-date virus detection program(s), and that Client regularly scans for the existence of malware and spyware and takes appropriate action if found.
We may block, reverse, or otherwise prohibit use of the Service that involve donations or payments to unauthorized charities or non-profit organizations, in our sole discretion. We reserve the right, but not the obligation, to monitor for, block, cancel, reverse, or otherwise disallow prohibited uses as described above.
If we suspect any breach or foresee an immediately impending breach of any of the requirements of the Terms and Conditions, including without limitation by the Administrator or any User, we may, in addition to such other remedies as we may have, immediately suspend your access and use of Business Online Banking without advance notice. The Terms and Conditions does not require that we take any action against you, the Administrator, or any User or other third party for violating the terms of this Agreement, but we are free to take any such action we see fit.
You are responsible for providing and maintaining your Security Devices and any other equipment necessary for access or use of Business Online Banking, such as telephones, terminals, modems, and computers. You agree to use equipment compatible with Business Online Banking, programs, systems, and equipment, which we may change. We assume no responsibility for the defects or incompatibility of any computers or software that you use in connection with Business Online Banking, even if we have previously approved their use. For security purposes, you agree to keep your browser and operating system up to date. You agree to install and maintain appropriate security system and anti-virus software on any equipment you use to access Business Online Banking, and to protect your data when connected to the internet. Except to the extent limited by applicable law, you assume sole responsibility for any and all loss, damage, or injury arising with respect to any failure of your equipment, software not provided by us, the disruptions or unavailability of connectivity, viruses, spyware, malware, or worms affecting your equipment or software.
You agree to maintain the confidentiality of any security code provided to you by the Bank for accessing the Services at all times, and not to provide access to them to anyone that you do not authorize to access your Accounts through Business Online Banking.
1. DATA
Data Analytics
You acknowledge that in connection with your use of Business Online Banking (including Mobile Banking Services, among others described below), we and our Service Providers, including, but not limited to, Q2 e-Banking and Fiserv, Inc., and their respective affiliates, may receive data about your usage of the Online Banking Services (such as session length, number of transactions, and geolocation), and other data and information provided by you or from other sources in connection with Business Online Banking, and any software. We and our Service Providers will maintain reasonable safeguards to protect the information from unauthorized disclosure or use, but reserve the right to use and disclose this information as reasonably necessary to deliver Business Online Banking, perform analytics to improve the Business Online Banking, and as otherwise permitted by law, including compliance with court orders or lawful instructions from a government agency, to protect the personal safety of subscribers or the public, to defend claims, and as otherwise authorized by you.
Harm to Computer Systems; Harm to Data
You agree that we will not be liable for viruses, worms, Trojan horses, or other similar harmful components that may enter your computer system by downloading information, software, or other materials from our Online Banking Services or Platform. We will not be responsible or liable for any indirect, incidental or consequential damages that may result from such harmful components.
Mobile Subscriber Information
You authorize your wireless carrier to disclose information about your account, such as subscriber status, payment method, and device details, if available, to support identity verification, fraud avoidance and other uses in support of transaction for the duration of your business relationship with us. This information may also be shared with other companies to support your transactions with us and for identity verifications and fraud avoidance purposes.
Device Data
We may share certain personal information about you with a third party who will compare and add device data and fraud data from and about you to a database of similar device and fraud information in order to identify and block access to the applicable service or website by devices associated with fraudulent or abusive activity. We will not share with service providers any information that personally identifies the user of the applicable device.
PRIVACY NOTICE
Fremont Bank collects and uses your information in accordance with this Agreement and our Privacy Policy (the "Privacy Policy"). Our Privacy Policy, which explains how we collect, use, share, and protect your personal information, can be found here.
Generally, we use your Data only to the extent necessary to provide you with access to Business Online Banking Services, which may require the sharing of your Data with third parties and Service Providers. Your use of Business Online Banking indicates your acceptance and consent to the sharing of your Data. In some cases, we may use or allow third parties to use your Data for performance analytics. In all cases, we shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of your Data, and we shall comply with all Privacy & Security Laws that are applicable both specifically to us and generally to data processors in the jurisdictions in which we do business and operate physical facilities.
Notwithstanding anything to the contrary in this Agreement, we may disclose your data as required by applicable law or by proper legal or governmental authority. If disclosure is required, we shall give you notice of any legal or governmental demand for disclosure as permitted by law and we shall reasonably cooperate with you in any effort to seek a protective order or otherwise to contest such required disclosure, at your expense.
ELECTRONIC RECORDS & SIGNATURES; ELECTRONIC STATEMENTS; COMMUNICATIONS
Electronic Records & Signatures
Before using the Services, you acknowledge your consent to that certain E-SIGN Consent and Agreement to use Electronic Records and Signatures. You acknowledge that you may not use the Services without first consent to the foregoing agreement.
Any instruction or other Communication you provide to us, or we to you, via Business Online Banking shall be deemed to have been made by you in "writing" and authenticated by you for purposes of any law in which a writing or written signature is needed or required.
All electronically signed Communications shall be deemed to have been "signed" and to constitute an "original" when printed from records established and maintained by use or our authorized agent in the normal course of business.
You agree not to contest the authorization for, or validity or enforceability of, our electronic records or documents, or the admissibility of copies 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 business 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.
Communication Templates. Depending on the service requested, Client may be assigned a free-form service template to initiate Communications, including transfer and other requests. Client may also be granted rights and permissions to create predefined service templates to use for repetitive or recurring Communications. If the Bank authorizes Client's use of service template(s) with maintenance authority, the designated Administrator may create service templates through Business Online Banking and assign such templates to other Users. In the event Client is not assigned free-form service templates or service template maintenance authority, Client's use of Business Online Banking will be subject to the service requirements, as applicable. Access to service templates or service template maintenance authority does not constitute a waiver by the Bank to require Client's compliance with applicable security procedure or other service requirements. The Bank strongly recommends Client set up Alerts as described in the Alerts section of this agreement.
Electronic Statements. If Client elects to receive electronic statements, you agree and acknowledge that the Bank may discontinue sending paper statements and make periodic statements available to Client in electronic form only. This includes, but is not limited to, ongoing terms currently provided on the back of Client's paper statement, notices posted as messages on the face of the statement, and all notices or other communications that accompany mailed statements. Each electronic statement will be available for viewing, downloading or printing for a period of 36 months from the date that it is made available to Client through Business Online Banking. Client agrees to review Client's electronic statements in a timely manner, just as Client would paper statements, and to promptly notify the Bank of any errors, unauthorized activity or other problems, as provided in the Bank's agreement with Client. Client will be deemed to receive electronic statements when they are made available to Client via the Services. Any time within which Client must notify the Bank of any problems or errors reflected on Client's statement(s) will begin on the date the Bank makes the electronic statement available to Client, regardless of when it is actually viewed by Client. The Bank reserves the right to determine from time-to-time which accounts are eligible for electronic statements. Client's valid email address may be required by the Bank to notify you that your statement is ready for your review. If Client fails to maintain a valid email address with the Bank, Client acknowledges and agrees that any electronic statement shall nevertheless be deemed to have been provided to Client if notified to the email address the Bank has on file for Client. The Bank reserves the right, in its sole discretion, to discontinue providing statements in electronic form and provide the same in paper form only. If Client receives images of checks or receives cancelled checks with Client's paper statements, Client understands that paper copies of these items will not be available once Client elects to receive electronic statements. Electronic images of these items will be available for a limited time, subject to system limitations, through Business Online Banking. It is highly recommended that Client download and securely save statements for future reference. Bank may charge a research fee to recreate electronic statements older than 36 months. If Client cannot access, print or view an electronic statement, Client agrees to contact Customer Service as described in the Customer Support and Assistance section of this Agreement. Client agrees to periodically log on and review their electronic statements.
Communications to, and from, the Bank via Business Online Banking. We may act on any Communications, requests for information, or requests to facilitate any Business Online Banking requested on or associated with a linked Account, from any Account owner (including an account joint-owner), their authorized representatives, any account authorized signer, the Administrator, and/or any User.
Our Communication to You
Our duty to respond to Communications from you will be limited to the extent expressly provided in the DAA, and the Terms and Conditions, and as otherwise required by applicable law or regulation.
No Obligation to Monitor or Correct Error
Nothing contained in the Terms and Conditions will be construed to require us to detect and correct or report errors in information or transmissions received from you. You acknowledge and agree that you will comply with your obligations to timely review and report errors or unauthorized activity in statements and communications made available from us regarding your Accounts, including routine periodic statements, as provided in the DAA.
Information about You; Contact Information
You authorize us to obtain information about you from others (including credit reporting agencies) as part of our review of your Enrollment Form and from time to time thereafter. You agree to provide us with information we may request from you, from time to time within a reasonable period of time.
It is your sole responsibility, and you explicitly agree, to ensure that the information in your user profile and/or enrollment in Business Online Banking is current and accurate. This includes, but is not limited to, name, physical address, phone numbers, and e-mail addresses. In certain circumstances, you may be permitted to make changes to this information through Business Online Banking. Alternatively, you may update or change this information by contacting Customer Service as described in the Customer Support and Assistance section of this Agreement. We are not responsible for any processing errors, including payments or transfers to the wrong location, or fees incurred if you do not provide accurate account, transfer, or contact information
Records Retention
You agree to maintain a record of your Business Online Banking Communications and transactions to enable us to reconstruct activity for a reasonable period of time, as may be needed by us from time to time.
Business Online Banking Information Accuracy
Account information provided using Business Online Banking may not reflect all information currently available, including, but not limited to, funds that are not currently available, as well as funds that are pending processing and that may change before final posting, among many other types of information. Some information may not become available until the following business day.
In the event of a conflict between the Account information provided using Business Online Banking and our internal records, our internal records will control. You may confirm any Account information provided while using Business Online Banking by contacting Customer Service as described in the Customer Support and Assistance section of this Agreement.
We assume no responsibility for any loss you may incur arising from incomplete or inaccurate information or from any interruption in your access to Business Online Banking.
Communications After Cut-Off Times
Communication received by us through Business Online Banking after the cut-off time, as defined under the agreement for each financial service provided, may be treated by us as if it were received on the next business day in our sole discretion. There may be a delay between the time a communication is transmitted and when it is received by us, and in the event the difference of time is relevant to our treatment of a communication, the time the communication is received by us will control.
Notice; Text Messages, Calls, and/or Electronic Mails to You
Your e-mail or other electronic message may, at our discretion, be acted upon by us if received in a manner and in a time that would provide us with a reasonable opportunity to act. Nevertheless, unless otherwise provided in the Terms and Conditions, DAA, electronic messages will not serve as a substitute for any requirement imposed on you to provide us with "written" notice.
Alternatively, our e-mails to you will satisfy any notice requirements we may have under this Agreement, or any other agreement you may have with us, to the extent permissible by applicable law. We may provide you with such notice by posting it on Business Online Banking, sending you an in-product message within Business Online Banking , E-Mailing to an E-Mail address that you have provided us, mailing it to any postal address that you have provided us (including as an attachment to a regular or periodic mailing of an account or loan statement, or other document), or by sending it as a text message to any mobile phone number that you have provided us, including, but not limited to, the mobile phone number you provided us when setting up Online Banking Services or when otherwise using the Platform
All notices by any of these methods shall be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) Business Days after it is mailed. You may request a paper copy of any legally required disclosures and you may terminate your consent to receive required disclosures through electronic communications by contacting us as described herein. We reserve the right to terminate your use of the Services if you withdraw your consent to receive electronic communications.
If you fail to update or change an incorrect e-mail address of other contact information, you understand and agree that any E-Mail shall nevertheless be deemed to have been provided to you if the E-Mail was sent to the E-Mail or other contact, we have on file for you.
By using Business Online Banking, you agree that we, or our agents, may contact you at any telephone number or E-Mail Address you provide to us, including any mobile phone number. You consent and authorize us to call, E-Mail, or send you text messages. You acknowledge and agree that such telephone calls include, but are not limited to, text messages, live telephone calls, prerecorded or autodialed calls to any telephone number(s) you provide, regardless of whether or your phone number is on any Do Not Call list. This consent is your express written consent as may be required by the Telephone Consumer Protection Act (TCPA), or other relevant rules or regulations related to us, or our agents, calling, emailing, or texting you. Your service provider may impose a charge for those calls/messages. You understand that consent is not a condition of our providing any financial services to you, and you may opt out at any time.
While access to the Bank through the secure email function of the Services is "on-line," messages sent to the Bank through email or secure message are not reviewed by the Bank immediately. If immediate attention is required, Client must contact the Bank by telephone or in person. The email function is not intended for use by Client to initiate a transaction on Client's Account(s), including check stop payment orders. Further, if Client sends the Bank an email message outside of the secure logon feature within Business Online Banking, Client's communication will not be secure and the Bank's receipt and response to the email may be further delayed. Client agrees not to rely on any form of email communication for any matter requiring immediate attention.
Client's secure email messages may be acted upon by the Bank if received in a manner and in a time providing the Bank a reasonable opportunity to act. Nevertheless, unless otherwise expressly provided herein, e-mail messages will not serve as a substitute for any requirement imposed on Client to provide Bank with "written" notice.
Secure Messages
In certain circumstances, we may provide you with access to our Secure Message Service. This service provides you with a secure method to submit inquiries about your Account, request information, communicate with us, or otherwise engage with certain Business Online Banking features. Our Secure Message Service, if provided, will be accessible to you after you sign on with your Login Credentials. In order to increase security, we strongly recommend that you use the Secure Message Service when made available over traditional E-mail. When we send you a message though the Secure Message Service, you will need to login to the Secure Message Service to see our reply. You may or may not receive an E-Mail alert whenever there is a new message from us within the Secure Message Service.
You agree that information or messages made available to you via the Secure Message Service will be deemed received by you when first posted on our website or made available to you. You agree to access the Secure Message Service from time to time, but in no event less than monthly, to access this information or messages.
BUSINESS ONLINE BANKING LIMITATIONS
Subject to system limitations, Client can obtain balance and other Account information through Business Online Banking. Since certain information and transactions may not be processed by the Bank until after the close of the Bank's business day, some transactions may not be reflected Business Online Banking until the next banking day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Certain balances also may not be subject to immediate withdrawal. The Bank assumes no responsibility for any loss arising from incomplete information or for any temporary interruption in the System. If Client is unable to access Business Online Banking for any reason, Client may contact Customer Service as described in the Customer Support and Assistance section of this agreement.
Account Transfer Limitations. All transfer limitations to and from an Account will be subject to the terms and conditions applicable to the Account as set forth in the DAA, including but not limited to transfer limitations. For example, federal regulations may limit certain types of transactions/transfers from a money market or savings account. If Client exceeds these limits, the Bank may impose a fee, close or convert Client's Account, limit Client's use of Business Online Banking, or any combination of the foregoing. In addition, there may be other transfer limits addressed in the supporting documents.
Book Transfers. Transactions posted to Client's Account as of a certain business day may not be reflected in account balances reported by Business Online Banking until the following business day. Information on Book Transfers to or from Client Accounts with the Bank will be reflected within Client's periodic statements. The Bank does not provide any other notice of the receipt or processing of Book Transfers.
Scheduling Fund Transfers. Client may instruct us to initiate single or recurring Book Transfers on any business day (the "Transfer Process Date"). If the Transfer Process Date for an automatic transfer falls on a weekend or holiday, the transfer may be sent the following business day. To initiate a Book Transfer, Client must specify the Account to be debited, the Account to be credited, the transfer amount, and the Transfer Process Date. Although you may instruct our online system to make transfers between your Accounts at any time on any day, transfers occurring after our service cutoff hour or on non-banking days may not be posted until the next business day.
Changing or Cancelling Transfer Instructions. For same-day Book Transfer requests, once submitted, the transfers cannot be cancelled through Business Online Banking. For future dated Book Transfers, the transfers can be cancelled through Business Online Banking up to 8PM one business day prior to the Transfer Process Date.
Inconsistencies. If a beneficiary of any request through Business Online Banking, including but not limited to Bill Payments, Fund Transfer Service requests, ACH Service transmissions, payment orders or other money transactions, or any other Communication from Client (collectively, "payment order"), is identified by both name and account number, payment may be made by the Bank and by any other financial institution based on the account number even if the name and the account number are not consistent or identify different parties. If an intermediary bank or a beneficiary's bank is identified on a payment order by both name and account number, Bank and other financial institutions may rely on the account number even if the name and the account number are not consistent or identify different parties
Loan Payment. Client can use the Loan Payment (defined below) feature to make one time, futured dated or recurring "on-us" loan Account payments ("Loan Payment(s)"). The Loan Payment will be processed on the Loan Payment processing date ("Loan Payment Processing Date"); provided that the Loan Payment Processing Date selected by Client is a business day and Client submits the one-time Loan Payment instruction prior to the Loan Payment cutoff hour for that date. If Client selects a Loan Payment Processing Date that is not a business day or submit your Loan Payment instruction after the Loan Payment cutoff hour for that date, then the Loan Payment Processing Date may be the next business day.
Client may designate the Loan Payment as a regular installment or a principal only payment. If funds transferred will be applied as a reduction in principal only, funds will be applied as unscheduled reductions of principal and as such will not satisfy the installment obligations under the payment schedule for the loan Account or pay accrued interest. If funds transferred will be applied as a regular installment payment, Client is responsible for ensuring that Client initiates a Loan Payment instruction in time for the payment to be received by Bank before Client due date. The Bank is not responsible for any damages, costs or fees Client may suffer if Client does not allow sufficient time between the Processing Date and the due date. Client agrees that the relevant loan agreement, note or other document is modified to the extent necessary to allow the transfers or other Business Online Banking features that may be utilized pursuant to the Terms and Conditions. The Bank may process transactions involving loan Accounts without regard to access limitations in any loan documentation or agreements.
Loan Payment Changes and Cancellation. For same-day Loan Payment requests, once submitted, the transfers cannot be cancelled through Business Online Banking. Client may change or cancel a Loan Payment instruction via Business Online Banking for future dated and recurring payments only as long as Client submits the change or cancellation request by the applicable cutoff hour, prior to the Loan Payment Processing Date for the Loan Payment instruction and Client follows the Loan Payment instructions provided by the Loan Payment feature for changes and cancellations.
Provisional Credit. Client agrees that any credit by the Bank to Client for any Loan Payment is provisional until the Bank has received final settlement for such Loan Payment. The Bank may delay availability of provisional credit at the Bank's discretion. If final settlement is not received, the Bank is entitled to, and the Client agrees to pay a refund of the amount credited; the Bank may charge your account for the amount due.
Line of Credit Advances. Any draw, advance, or disbursement (each, an "Advance") from any Line of Credit to deposit Accounts are subject to approval. The Bank may allow any particular Advance to be obtained or not obtained in the Bank's sole discretion without notice to you. There is no guarantee that the Bank will allow such Advances to be processed through Business Online Banking.
Any Advance made under a Line of Credit from the Bank constitutes indebtedness outstanding under that Line of Credit. Such indebtedness must be repaid in full if the Bank made such Advance in good faith reliance on instructions or requests made by an actual or apparent authorized agent using Business Online Banking, even if the Advance was requested fraudulently, without your knowledge, inconsistently with our instruction, or it was made by an unauthorized person.
Initiate Advances from eligible loans to your accounts if the eligible loan allows for such advances and there is availability on such loan. We strongly recommend that you impose a dual control environment in connection with transfers from a Line of Credit. You acknowledge the heightened risks you assume by allowing any person to request and Advance using Business Online Banking. You acknowledge that the authorized agents named in any agreement you have with us may differ from the authorized agents you name to create Advances through Business Online Banking. You agree that the Bank may rely on the information stated in any agreement relating to the Line of Credit in evaluating whether a person is your authorized agent. You agree to keep the Bank up to date and provide accurate information on your authorized agent(s).
You agree that you will ensure that all Advances will be properly requested to be disbursed to a demand deposit account at the Bank owned by the borrower under the relevant Line of Credit. You are responsible for monitoring such Advances, and you must notify us immediately upon discovery of any unauthorized Advance. Further, you must fully cooperate with us at your cost if we choose to investigate any Advance alleged or believed by any person to be unauthorized or improper.
The terms stated herein are subject to both the Line of Credit Agreement and your DAA, and any other agreement governing your ACH, all of which may contain important information incorporated herein regarding the Bank's ability to hold funds, and to take a security interest in any Account, among other terms.
USE OF ACH
To the extent that your use of Business Online Banking involves the use of the Automated Clearing House Network ("ACH Network"), they are subject to the ACH Network and the National Automated Clearing House Association ("NACHA"). You agree to be bound by the operating rules of the ACH Network, including the rule making payment to the recipient provisional until receipt by the recipient's bank of final settlement of the credit transaction. If final settlement is not received, you will not be deemed to have paid the recipient the amount of the electronic transfer.
Furthermore, you agree that any payment by us to you for any returned credit entry or credit reversal is provisional until receipt by us or final settlement for such entry. If final settlement is not received, we are entitled to a refund from you of the amount credited, and we may charge your account for the amount credited. We may refuse to permit the use of any amount credited for a credit reversal if we believe that ether may not be sufficient funds in your account to cover charge back or return of such reversal.
ALERTS
Alerts. Your enrollment in Business Online Banking includes enrollment to receive transaction alerts and notifications ("Alerts"). Alerts are electronic notices from us that contain transactional information about linked Account(s). Account Alerts must be managed and/or added through Business Online Banking. We may add new alerts from time to time or cancel old alerts. We usually notify you when we cancel alerts but are not obligated to do so. The Bank reserves the right to terminate its alerts service at any time without prior notice to you.
The Alerts feature is a convenience tool that permits Client users to request automated notification in specific situations. Alerts do not replace the standard of communications Client receives from the Bank concerning Client's linked Accounts. An alert does not constitute a bank record for the Account to which it pertains. We strive to provide alerts in a timely manner with accurate information. Receipt of Alerts may be delayed or prevented by factors affecting Client's access, including Internet service provider(s), phone operator(s), and other relevant entities. The Bank guarantees neither the delivery nor the accuracy of the contents of any Alert. The Bank, its directors, employees, agents and service providers will not be liable for losses or damages, including attorney's fees, that may arise, directly or indirectly, in whole or in part from (I) non-delivery, delayed delivery, or wrong delivery of any Alert; (ii) inaccurate or incomplete content in an Alert; or (iii) Client's use or reliance on the contents of any Alert for any purpose. The Bank reserves the right to terminate any request from Client for any Alert, at any time. The information in any Alert may be subject to certain time lags and/or delays. Client may stop or suspend Alerts at any time.
Methods of Delivery. We may provide alerts through one or more channels ("endpoints"): (a) a mobile device, by text message, (b) an email account, by an e-mail message; or (c) message inbox via Business Online Banking. You agree to receive alerts through these endpoints, and it is your responsibility to determine that each of the service providers for the endpoints described in (a) through (c) above supports the email, push notification, and text message alerts provided through the Alerts service. Please be advised that text or data charges or rates may be imposed by your endpoint service provider. Alert frequency varies by account and preferences. You agree to provide us with a valid mobile phone number or email address so that we may send you Alerts. If your email address or your mobile device's number changes, you are responsible for informing us of that change. Your alerts will be updated to reflect the changes that you communicate to us with regard to your primary and secondary email addresses or mobile device number.
Alerts via Text Message. To stop receiving alerts via text message, reply "STOP" to any alert message at any time. Alerts sent to your primary email address will be unaffected by this action. You may restore alerts on your mobile phone through Business Online Banking. For help with SMS text alerts, reply "HELP" to any Alert message. In case of questions please contact Customer Service as described in the Customer Support and Assistance section of this Agreement. Our participating carriers may include (but are not limited to) AT&T, T-Mobile®, U.S. Cellular®, Verizon Wireless, MetroPCS.
Alert Information. As alerts delivered via SMS, email and push notifications are not encrypted, we will never include your passcode or full account number. You acknowledge and agree that Alerts may not be encrypted and may include your name and some information about your Accounts, and anyone with access to your Alerts will be able to view the contents of these messages.
DOWNLOAD SERVICE
The Download Service is compatible with QuickBooks® and certain other financial management software programs ("Programs"). The Bank will not control or oversee any administrator, user or similar function that may be made available through the Programs. The fact that the Bank is, or may be made aware of, or could have discovered, any limitation on access to the Download Service as imposed by Client through the Programs, or otherwise, does not make the Bank obligated to enforce or attempt to enforce any limitation. Client understands that the Program(s) may be utilized without regard to any restrictions otherwise applicable to an Account. For example, the Program(s) may be utilized regardless of whether an individual user is also an authorized signer on Client's Account signature card.
Access to Account Data. Clients can download balance and other Account information through the Download Services. Since certain information and transactions are not processed by the Bank until after the close of the Bank's business day, some transactions may not be reflected in Business Online Banking until the next banking day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Certain balances also may not be subject to immediate withdrawal. Bank assumes no responsibility for any loss arising from incomplete or inaccurate information, or for any temporary interruption in the System, or unauthorized access to information once it has been accessed by the Program(s).
Software, Equipment and Third-Party Content. The Client is responsible for obtaining and maintaining any software, including QuickBooks® or other compatible software and equipment that is necessary for the Download Service to interface with the Program(s). Through the Program(s), Client may be able to access content provided or operated by third parties, including content that was originally sourced from data downloaded from Business Online Banking ("Third Party Content"). Unless the Bank tells the Client otherwise in writing, the Bank does not operate or control any such Third-Party Content or any of the information, products or services accessed or uploaded through the same. Client acknowledges and agrees that: (I) Client accesses Third Party Content at Client's own risk; (ii) the Bank makes no representation or warranty, and assumes no responsibility for Third Party Content provided or operated by third parties, actions or omissions of third parties, operators or providers; (iii) the Bank makes no endorsement of, and assumes no responsibility for, Third Party Content uploaded to the Bank's system or Client's hardware, or goods or services offered on or advertising on or by any other party; (iv) by using third party services or software, Client may be exposed to material that is offensive, indecent or objectionable; and (v) although the Bank may have a contractual or other relationship with the operators of a linked website or the providers of Third Party Content, the Bank will not be responsible for the Third Party Content, accuracy, completeness, integrity, availability, timeliness or operation of their website or the Third Party Content provided. Client agrees to hold the Bank harmless in connection with all of the foregoing.
BILL PAYMENT SERVICE
The Bill Payment Service is subject to additional, separate terms and conditions made available within the Bill Payment Service.
CHECK STOP PAYMENT SERVICE
Client may stop payment on a check by providing Bank with timely, complete and accurate information on the number of the Account in question; the date of the item; the item number; the payee information and the EXACT amount of the item (dollars and cents), and other information as Bank may reasonably request. If any information is incomplete or incorrect, the Bank will not be responsible for failing to stop payment on the item. Requests come out when the Bank has had a reasonable opportunity to confirm their receipt and has verified that the item has not been paid for. Client may use Business Online Banking to stop payment on checks that Client has written against Client's Accounts. To confirm whether a stop payment has been placed on a check, Client agrees to communicate with the Bank by telephone. System messages regarding the Bank's receipt of Client's stop payment order, or other system communications may not be relied on by Client to confirm whether a stop payment order has been placed.
Client may not use this check stop payment service to stop payment on any electronic fund transfer (EFT) transaction, point-of-sale EFT transfer; any cashier's check, certified check or other official institution check that Client has purchased from the Bank or any check which Bank has guaranteed. Client understands that its stop payment request is conditional and subject to Bank's verification that the check has not already been paid, or any Business Online Banking action has not already been performed, or that stopping payment may subject the Bank to risk of loss or damages under any law or regulation (including clearing house or other processor rules).
All Stop Payment orders, renewals and revocations of stop orders will be subject to the Bank's current policy on stop payment orders. From time-to-time, the System may be inoperable. If that occurs, Client's request can be communicated to Bank by telephone. Telephone requests will expire unless confirmed in writing within 14 days. A check stop payment order is effective for six (6) months only and will expire automatically, at which time Client is responsible for any renewal desired by Client for another six (6) month term. There will be a fee assessed for each stop payment request processed.
MOBILE BANKING SERVICE.
Mobile Banking Services may be added to or removed by the Bank from time to time. Some Mobile Banking Services may not be available without special application to and approval by the Bank, may be limited to specific types of Accounts, and may require Client to agree to additional terms and conditions which may be presented online at the time the feature is activated. In addition to the Terms and Conditions of the Services generally, additional terms provided in this section apply to Mobile Banking Services and Mobile Deposit.
Access and Use of Mobile Banking Service. A client's access to the Mobile Banking Service is subject to the Bank's prior and ongoing approval. Once Client enrolled in Business Online Banking, Client will need to download applicable software to their Wireless Access Device. Once Client is enrolled in the Mobile Banking Services, designated accounts linked to Client's Business Online Banking security codes will be accessible through Client's Wireless Access Device. Additionally, to access and utilize the Mobile Banking Service, Client will need a compatible Wireless Access Device. To access the Mobile Banking Service and functions, Client's Wireless Access Device must be Internet enabled and connected to the Internet through Client's mobile communications service provider. In order to properly use the Mobile Banking Service, Client should review and follow the instructions provided within Business Online Banking. Client accepts responsibility for making sure that Client, and anyone acting on Client's behalf, knows how to properly use the Wireless Access Device. If Client obtains a different Wireless Access Device, Client will be required to download and install software, to that different Wireless Access Device, under the same terms set forth in the Terms and Conditions, as amended. Client agrees to delete all such software from Client's Wireless Access Device promptly if the licenses or this Service Description terminate for any reason. The Bank reserves the right to change, add to, or terminate services with Bank's third-party software providers, to substitute different software providers, and to enter into or arrange for the provision Mobile Banking Services by other licensors and third parties.
Client agrees to exercise due care in preserving the confidentiality of any user identification, password, test key, or other code or authentication method provided by the Bank or otherwise required for use of the Mobile Banking Service and shall further prevent the use of the Mobile Banking Service by unauthorized persons. Client assumes full responsibility for the consequences of any missing or unauthorized use of or access to the Mobile Banking Service or disclosure of any confidential information or instructions by Client, or anyone acting on Client's behalf.
EMAIL MESSAGING. Client expressly authorizes the Bank to send emails to Client regarding Client's accounts and financial transactions, in connection with the Mobile Banking Services.
Hardware and Software. Client is responsible for obtaining and maintaining the compatible Wireless Access Device required to use the Mobile Banking Service. To the extent the Bank, in the Bank's sole discretion, provides any hardware in conjunction with the Mobile Banking Service, the hardware will at all times remain the sole property of the Bank. Upon termination of the Mobile Banking Service, Client must promptly return any hardware that Bank provided to Client.
To the extent the Mobile Banking Service involves the Bank's having granted Client software license ("software") usage rights, such grant shall be a personal, non-exclusive, non-transferable right to access and use the Mobile Banking Service in connection with Client's use in accordance with this Service Description. The Mobile Banking Services do not involve the sale of software. Nothing in this Service Description will entitle the Client to receive technical support, telephone assistance regarding the software, or updates to the software. Upon termination, Client agrees to immediately destroy all copies of any software which had been downloaded to Client's Wireless Access Device or otherwise in Client's possession and control as part of Client's access and use of the Mobile Banking Service. Client acknowledges that Client's license to use any software that may be required for the Mobile Banking Service is directly from the software provider, pursuant to the license agreement that appears when any such software is electronically accessed by Client or otherwise provided to Client. By enrolling in portions of the Mobile Banking Service relating to those software systems and programs, and by downloading and installing Mobile Banking software, Client will be evidencing Client's acceptance of the terms and conditions of those licenses. The Bank may also condition Client's use of the Mobile Banking Service upon Client affirming such licenses by the use of "I Accept" or similar dialogue box acknowledgements, or by other affirmative or use-based acknowledgement and agreement systems.
Mobile Banking Service Limitations. The availability, timeliness and proper functioning of the Mobile Banking Service depends on many factors, including Client's Wireless Access Device location, wireless network availability and signal strength, and the proper functioning and configuration of hardware, software, and Client's Wireless Access Device. Neither the Bank nor any of the Bank's service providers warrant that the Mobile Banking Service will operate without interruption, and neither the Bank nor the Bank's service providers shall be liable for any loss or damage caused by any unavailability of the Mobile Banking Services, including service interruptions, delays, or loss of personalized settings. Neither the Bank nor any of the Bank's service providers assume responsibility for the operation, security, functionality or availability of any Wireless Access Device or mobile network which Client utilizes to access the Mobile Banking Service.
THE MOBILE BANKING SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY OTHER WARRANTY AS TO PERFORMANCE, ACCURACY OR COMPLETENESS.
Client agrees to exercise caution when utilizing the Mobile Banking Service on Client's Wireless Access Device and use good judgment and discretion when obtaining or transmitting information.
Client's Service Providers. Client agrees that, when Client uses Mobile Banking Services, Client remains subject to the terms and conditions of Client's existing agreements with any unaffiliated service providers, including, but not limited to Client's mobile service provider. Client understands that those agreements may provide for fees, limitations and restrictions which might impact Client's use of the Mobile Banking Services, and Client agrees to be solely responsible for all such fees, limitations and restrictions. Client also agrees that only Client's mobile service provider is responsible for its products and services. Accordingly, Client agrees to resolve any problems pertaining to Client's Wireless Access Device or mobile services with Client's provider directly.
Security of Data in Transition and Storage. Client expressly acknowledges that any wireless access to Client's accounts may not be secure and, as such, Client assumes the risk associated with unauthorized access to the Mobile Banking Service and any information contained therein, resulting from such wireless connectivity. Client assumes all risk that any information Client downloads or otherwise stores on Client's Wireless Access Device may be accessed by unauthorized third parties. Without limiting the foregoing, Client acknowledges that Client's Wireless Access Device may become subject to unauthorized tracking, "hacking" or other manipulation by spyware, viruses or other malicious code ("malware"). The Bank is not responsible for advising Client of the existence or potential effect of any malware. Client's use of Client's hardware and software is at Client's own risk.
The Bank is not responsible for the security and confidentiality of information when Client: (I) uses wireless connections to download Client's account information, in which case Client acknowledges such connection may permit other persons to access the information being downloaded, or (ii) allows other persons access to Client's Wireless Access Device. Client agrees that any account information that Client downloads is done at Client's own risk, and Client is solely responsible for any damage that might occur to the electronic device to which Client downloads any information, or any loss or corruption of data that might occur as a result of the downloading or its storage on an electronic device.
Business Online Banking; Service Providers. To use Mobile Banking Services, you may need to acquire equipment from or access or download certain software made available by Service Providers. We will have no responsibility or liability for Service Provider equipment or software or your use of it, or for any information about the equipment or software provided to you by the Service Providers. We make no warranties about Service Provider software, equipment or information, all of which is provided to you "as is" and "as available." To use Mobile Banking Services, you may be required to enter into separate agreements with Service Providers including additional terms and conditions related to their equipment and software and for those services. You agree that we have the right under this Agreement to delegate to Service Providers all of the rights and performance obligations that we have under this Online Banking Services Agreement, and that the Service Providers will be third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us. Our ability to provide certain Services may depend upon our ability to obtain or provide access to third-party networks. In the event any third-party network is unavailable or we determine in our sole discretion, that we cannot continue providing any third party network access, we may discontinue the related Service(s) or may provide the Service(s) through an alternate third-party network. In such situations, we will have no liability for the unavailability or delay of access, in addition to our limited liability otherwise described in this Agreement. Notwithstanding the limitations described above pertaining to third-parties, if you authorize a third-party to access the Online Banking Services on your behalf, you will be solely responsible and liable for all actions and inactions of said third-party. You expressly assume the risks associated with providing access to the Business Online Banking for the third-party, vendor, or agent, including, but not limited to, the risk of unauthorized or erroneous transactions. We will not be responsible, nor have any liability whatsoever, for any services you receive from your agents, third-parties, or vendors. We reserve the right to require you to agree to additional terms and conditions as a condition precedent to your use of any agent or third-party vendor in connections with your access to Business Online Banking.
a. MOBILE DEPOSIT
Mobile Deposit Requirements. Each image must provide all information on the front and back of the original check at the time of transmission, including the information set forth on the check as presented to you by the drawer. You agree to place the words "For Mobile Deposit at Fremont Bank Only" and your account number above the endorsement on the reverse side of all checks you deposit through the Mobile Banking Service.
Mobile Deposit Limits. You agree not to exceed the transaction limits we establish from time to time for this Service. Note: Transactions occurring on a Saturday, Sunday or holiday will be combined with transactions on the next business day for this purpose. We may change these limits from time to time. Unless we advise you otherwise, revised limits will be effective immediately upon notice to you.
Receipt of Mobile Deposit. When you send an image, you should confirm whether it has been received by us. You can do this through our online banking website or the Mobile Banking Service on the business day following the day of your deposit. If your deposit cannot be confirmed through Business Online Banking, it may mean that we did not receive your transmission or that there was a problem with some of the information. If check information received by us is not complete or otherwise cannot be processed by us, we may reject the deposit, notwithstanding our receipt of your transmission, and charge the amount back against any provisional credit to your account.
Following receipt, we may process the image by preparing a paper "substitute check" or clearing the item electronically.
We may refuse any check for deposit, with or without cause, or may elect to take a check on a collection basis only. Please see your account agreement for other terms related to deposits.
Your Responsibility Related to Mobile Deposit. You are responsible if you, intentionally or unintentionally, submit incorrect, duplicate or illegible images to us or if the Mobile Banking Service is used by authorized or unauthorized persons to submit fraudulent, unauthorized, inaccurate, incorrect or otherwise improper or unusable images to us.
Original Checks. After you confirm that we have successfully received an image, you must securely store the original check for at least 5 days, but not more than 14 days after the date of your transmission, at which time you must thoroughly destroy it (e.g., by marking it "VOID" and cutting it into small pieces). At our request, you must provide us with the original check (if it is still in your possession) or a legible copy within five business days. If you fail to do so, we may reverse the amount from your account.
You agree that you will never transfer or present the original check (or a copy) once it is processed by us. You agree to indemnify and hold us harmless if anyone is asked to make a payment based on an original check that has already been paid (or any copy or other reproduction of that check).
Availability of Funds Deposited Through Mobile Deposit. If we receive your deposit information on a business day before our Mobile Banking Service cutoff hour, we will consider that day to be the day of your deposit. If we receive your transmission after our cutoff hour or on a non-business day, we may treat the deposit as received the next business day. If the drawee of a check or another third party makes a claim against us or seeks a re-credit with respect to any check deposited through this Mobile Banking Service, we may provisionally freeze or hold aside a like amount in your account pending our investigation and resolution of the claim. We also may charge your account for any check that is returned, whether or not the return is timely or proper. If a check is returned to us for any reason, we may return it to you in the form of a substitute check. If you decide to redeposit the returned item, you may only redeposit the substitute check in person at one of our branches; you may not deposit the original check without advising us that it was previously deposited electronically and obtaining our written approval.
Mobile Deposit Client Warranties. You make the following warranties and representations to us with respect to each check you deposit through the Mobile Banking Service: (a) You assume responsibility for any check that is transmitted which for any reason is not paid; (b) You are a person entitled to enforce the original check. You have the legal right to accept the check for deposit and negotiation, regardless of the name of the payee shown on the check; (c) Each image is a true and accurate rendition of the front and back of the original check, without any alteration, and the drawer of the check has no defense against payment of the check; (d) The amount, payee(s), signature(s), and endorsement(s) on the image and on the original check are legible, genuine, and accurate; (e) You will not transfer, deposit or otherwise endorse to a third party the original check and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the original check or a paper or electronic representation of the original check such that any person will be asked to make payment based on an item that has already been paid; (f) The original check was authorized by the drawer in the amount and to the payee(s) stated on the original check, as reflected in the image sent to us; (g) You have possession of the original check and no party will submit the original check for payment; (h) You have not taken any action that would obscure, alter or impair the capture or transmission of information on the front or back of the check or that otherwise may prevent us or another bank from capturing or processing such information; (i) You make all warranties that would otherwise apply to the check if it had been a paper item deposited with us. For example, you warrant that the check has not been altered; (j) You make all encoding, transfer, presentment and other warranties that we are deemed to provide to others (e.g., as a reconverting bank) under any law, regulation, operating circular, clearing house rule, or image exchange network rule or agreement to which we are a party; (k) Once we confirm our receipt of the check, you will not attempt to deposit it again; and (l) You will only use this Service for lawful purposes and in compliance with our instructions and applicable law.
You agree to take reasonable steps to ensure that files and images transmitted to us do not contain viruses or any other disabling features that may have an adverse impact on our network, data, or related systems.
CUSTOMER SUPPORT AND ASSISTANCE
If you need help with your Business Online Banking or Mobile Online Banking services, including updating account information, assistance using our services, or resolving technical issues-you may contact our Customer Service team using any of the following methods:
Calls may be monitored or recorded for quality assurance and training purposes.
In certain cases, we may need to work with a third-party Service Provider to assist with specific features or services. While we will make reasonable efforts to assist you, Fremont Bank is not responsible for resolving issues related to software or services provided by third-party Service Providers.
All support services-whether provided by Fremont Bank or a Service Provider-are subject to the limitations of liability and disclaimers included in this Agreement.
The Bank may send these messages to any e-mail address the Bank has in the Bank's records for Client or Client's Account.
INTELLECTUAL PROPERTY & FEEDBACK
We retain all rights, title, and interest in and to Business Online Banking, including without limitation all software used to provide Business Online Banking and all graphics, user interfaces, logos, and trademarks reproduced through Business Online Banking. The Terms and Conditions does not grant you any intellectual property license or rights in or to Business Online Banking or any of its components, except to the limited extent that the Terms and Conditions specifically sets forth your license rights to Downloaded Software or Documentation. You recognize that the Platform and its components are protected by copyright and other laws.
We have not agreed to and do not agree to treat as confidential any Feedback (as defined below) that you, the Administrator or any User provide to us, and nothing in the Terms and Conditions or in the parties' dealings arising out of or related to this Terms and Conditions will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you or the User in question. You hereby grant us a perpetual, irrevocable right and license to exploit Feedback in any and every way. Feedback will not constitute your trade secret. ("Feedback" refers to any suggestion or idea for improving or otherwise modifying the Platform or any of our products and services.)
Downloaded Software. We hereby grant you a personal, nonexclusive, nontransferable, and revocable license to reproduce and use the Downloaded Software during your use of the Services as necessary for you to access the Services you have chosen, only for your business purposes and solely as a component of the Services, provided you comply with the restrictions set forth below in this subsection and any other restrictions set forth herein by the Terms and Conditions and any other agreement you may have with us. Such individual purposes do not include use by any third party (other than Services Providers we allow to access or interface with the Services), and you shall not permit any such use. we allow to access or interface with the Services), and you shall not permit any such use.
Copies of the Downloaded Software created or transferred pursuant to this Agreement are licensed, not sold, and you receive no title to or ownership of any copy or of the Downloaded Software themselves. Furthermore, you receive no rights to the Downloaded Software other than those specifically granted in this subsection above. Without limiting the generality of the foregoing, you shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Downloaded Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Downloaded Software; or (c) use the Downloaded Software in any way forbidden by this Section or any subsection therein below. We grant the license stated above under copyright and, solely to the extent necessary to exercise such rights, under any other appliable intellectual property rights we may have.
You shall host and manage the Downloaded Software as required in this Agreement. We will have no responsibility or liability for any failure of the Platform resulting from your failure to comply with those requirements.
Refusal or Delay in Processing of Business Online Banking
With respect to any Business Online Banking service, we may delay or refuse to process any request or communication from you relating to the Online Banking Services. We may do so for any reason or for no reason. We may provide notice to you, but we are not obligated to do so. Some reasons for why we may delay or refuse processing your request or communication include, but are not limited to: (a) processing would or may exceed the available funds in your account; (b) the communication or request is not authenticated to our satisfaction, or we believe it may not have been authorized by you; (c) the communication or request contains incorrect, inconsistent, ambiguous, or missing information; (d) processing would or may involve funds which are subject to lien, security interest, claim, hold, dispute, or legal process prohibiting withdrawal; (e) processing would or may cause a violation of any law, policy, agreement, or rule applicable to you or to us; or (f) for any other reason under this Agreement.
We shall be excused from failing to transmit or delaying the transmission of an entry, request, transfer or other communication if such transmittal would result in our having exceeded any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines, or in our reasonable judgment, would otherwise violate any provision of any present or future risk control program of the Federal Reserve or any rule or regulation from any other U.S. governmental regulatory authority.
You agree that we will have no liability to you or to any other person for any loss, damage, or other harm caused by or arising out of any such delay or refusal.
TERMINATION
You may terminate your use of Business Online Banking by contacting us at the number provided herein. We may suspend or terminate your access to Business Online Banking at any time, without advanced notice, as determined in the Bank's sole discretion.
All sections of the Terms and Conditions that should survive by their nature shall continue to survive after termination.
If one of your Accounts with us is closed for any reason, including termination of the Terms and Conditions, you will no longer have access to Business Online Banking for the closed Account. Any transfers you have scheduled from that Account will be handled in accordance with this Agreement.
We may terminate this Agreement, for any reason or no reason, at any time without prior notice.
We may permanently erase your online profile if your account is delinquent, suspended, or terminated for 30 days or more, without limiting our other rights or remedies. In the event that you have not logged into, or have other user-initiated activity in, Business Online Banking for a continuous period of six (6) months or more, we may disable your Business Online Banking account and/or permanently delete your user profile settings.
COMPLIANCE WITH APPLICABLE LAWS & REGULATIONS
You agree to comply with all local, state, and federal laws, rules, and regulations applicable to you, to your use of, and for the Administrator and any User's use of, Business Online Banking. You also agree to abide by this Agreement, any other agreement you entered with us and any other system you use to interact with Business Online Banking. You acknowledge and agree that the software you use to access Business Online Banking may be subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations. You agree and certify that neither the software nor any direct product thereof is being or will be used by you for any purpose prohibited by these Acts, Regulations, or other applicable law.
You further agree that you are independently responsible for complying with all applicable laws, regulations, and terms of use, including but not limited to, any and all laws related to privacy and security, in all activities related to your use of Business Online Banking, regardless of the purpose of the use, and for all communications, transmissions, or other interactions you send, submit, or relay through Business Online Banking. You further agree that you are responsible and liable for the actions and omissions of the Administrator and any User as if these actions and omissions are your own. We and our Service Providers have the right, but not the obligation, to monitor and remove activities, communications, or content that we find in our sole discretion to be objectionable in any way.
Nothing in the Terms and Conditions, or any other agreement you may have with us, relieves you of any obligation you may have under any applicable law, regulation, or term of use. The Terms and Conditions is hereby deemed modified to the extent necessary to allow you to comply with any law or regulation.
You shall implement and maintain procedures, including retention or legal, compliance, or other professional services, as may be necessary, to ensure your compliance with all current and future laws, regulations, and terms of use, including any changes that may occur.
We are not obligated to provide information, updates, or notice of any laws, regulations, terms of use, or any changes to these, even if we are aware of them and their potential for a material impact on you or your use of Business Online Banking. Your indemnification and other obligations to us are not relieved or reduced by our act or omission in providing you with such information regarding the appliable laws, regulations, or terms of use. If we do elect to provide you with such information, update, or notice, we are not responsible for the accuracy of such information, update, or notice, and we may discontinue doing so at any time.
THIRD PARTY CONTENT AND Q2 MARKETPLACE
The Bank may receive, process, and make available to Client content that the Bank receives from Client and others. This includes third-party services and applications available through the Q2 Marketplace integrated into our digital banking platform. In this regard, the Bank is merely a passive conduit for such content, although Bank reserves the right to block or remove any content that Bank believes violates this Service Description. Bank assumes no responsibility for determining the accuracy, reliability, timeliness, ownership, legality, appropriateness, or completeness of any information that Client or others, including third-party providers in the Q2 Marketplace, provides to Bank, nor for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity on such sites or services. By using any third-party service through the Q2 Marketplace, Client acknowledges and agrees that:
Client is responsible for reviewing and accepting the terms and conditions of each third-party service.
Client's use of these services is at their own risk.
The Bank does not endorse, guarantee, or assume responsibility for any third-party service. To enable functionality of Q2 Marketplace services, certain personal and financial information may be shared with third-party providers when Client uses their services.
Client authorizes the Bank to share such information as necessary for the provision of the selected services. The Bank will not have a duty to interpret or evaluate any content transmitted to the Bank or through the Bank's website, the Online Banking Services, or the Q2 Marketplace, except to the limited extent, if any, set forth in this Service Description. The Bank will not be required (by means of any security procedure or otherwise) to detect errors or illegality in the transmission or content of any content the Bank receives from Client or third parties, including those in the Q2 Marketplace. The Bank will not have a duty to notify Client about any inaccuracy, unreliability, ownership, incompleteness, or other problem that may be associated with third party content on the Bank's website or services available through the Q2 Marketplace, even if the Bank has reason to know of its existence. Use of any content Client obtains from the Bank's website or through the Q2 Marketplace is at Client's own risk. The Bank shall not be liable for any loss, damage, or other issues arising from Client's use of third-party services accessed through the Q2 Marketplace. Any disputes should be addressed directly with the third-party service provider.
Limitation on Bank's Liability.
THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US, OUR AFFILIATES, SERVICE PROVIDERS, AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE SERVICE OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THE SERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE SERVICE, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS INTERNET DISRUPTION OR OTHER REASONS.
IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE CAUSED BY OR ARISING OUT OF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE.
IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL, LOSS OF BUSINESS OR LOSS OF PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE SERVICE, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND NOTICE WAS GIVEN REGARDING THEM.
IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN ARBITRATION PROCEEDING AS DESCRIBED IN THIS AGREEMENT WITHIN ONE (1) YEAR OF THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.
OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES AND SERVICE PROVIDERS AND THE OFFICERS, EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to cooperate with us in any loss recovery efforts we undertake to reduce any loss or liability that arises in connection with Business Online Banking. You acknowledge that Business Online Banking fees have been established in contemplation of: (A) these limitations on our liability, (B) your agreement to review statements, confirmations, and notices promptly and to timely notify us of any discrepancies or problems; and (C) your agreement to assist us in any loss recovery effort.
In addition to our right to reject transactions and our other agreements with you, we will not be obligated to honor, in whole or in part, any transaction or instruction or Communication which:
Collection
If we initiate collection proceedings against you in an effort to recover any amounts owed, you agree to reimburse us for all costs and expenses, including attorneys' fees. "Attorneys' fees" includes reasonable charges for the time expended by in-house counsel.
YOUR INDEMNITY OBLIGATION
In addition to any indemnification obligations you have under any other agreement you have with us, or as otherwise provided herein, and except to the extent expressly prohibited by applicable law, you agree that you will indemnify, defend, and hold harmless the Bank, its subsidiaries and/or its affiliates, our officers, employees, agents, and our Service Providers against any and all damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and other legal expenses) arising from or related any third party claim or actions arising from or related to: (i) any fine, penalty or sanction imposed on us by, any clearing house, or any governmental entity, arising out of or connected with any Imaged Item processed by us for you or at your instruction; (ii) actions by third parties, such as the introduction of a virus that delay, alter or corrupt the transmission of an Imaged Item to us; (iii) any loss or corruption of data in transit from you to us; (iv) any claim by any recipient of a substitute check corresponding to a check processed by you under the Terms and Conditions, that such recipient incurred loss due to the receipt of the substitute check instead of the original check; (v) your wrongful acts or omissions, or any person acting on your behalf in connection with your use of the Services; (vi) any act or omission of ours that is in accordance with the Agreement and instructions from you; (vii) any claims, loss or damage resulting from your breach of, or failure to perform in accordance with, the terms of the Agreement and/or your use of the Site or the applicable Service; (viii) any claims by any Users or Administrator; (ix) claims related to infringement or violation of a copyright, trademark, trade secret or privacy or confidentiality right by written material, images, logos, or other content uploaded to the Services through your account, including without limitation your data; (x) claims that use of the Services through your accounts, including by Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising; and/or (xi) any unauthorized disclosure of, access to, or use of your data.
This indemnity will survive the termination of the Agreement.
REMEDIES
If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in this Agreement or have otherwise breached your obligations under this Agreement, we may terminate, suspend or limit your access to or use of the Service; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide our services to you in the future; and/or take legal action against you. In addition, we, in our sole discretion, reserve the right to terminate this Agreement, access to and/or use of the Service for any reason or no reason and at any time. We may be eligible for other remedies under this Agreement, by law or otherwise, and the Bank does not waive any such right to pursue further remedy.
DISPUTES
In the event of a dispute regarding the Service, you and we agree to resolve the dispute by looking to this Agreement.
ARBITRATION
Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the System, the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in Alameda County, California. The arbitration will be conducted by the Judicial Arbitration and Mediation Services ("JAMS"), the American Arbitration Association ("AAA"), or an established alternative dispute resolution (ADR) administrator mutually agreed upon by the parties.
(a)Procedure. (1) The arbitration may be conducted telephonically, online and/or be solely based on written submissions, at the election of the party initiating the arbitration; (2) the arbitration shall not involve any personal appearance by the parties, their representatives or witnesses unless otherwise mutually agreed by the parties; (3) discovery shall not be permitted; (4) the matter shall be submitted for decision within ninety (90) days of initiation of arbitration, unless otherwise agreed by the parties, and (5) the arbitrator must render a decision within thirty (30) days of submission. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(b)Deadline for Bringing Claims. Neither we (including our affiliates and Service Providers) nor you will be liable for any claim that is not submitted to arbitration in writing within two years following the event giving rise to the claim.
(c)Limitations on Claims. You agree that You shall bring any claim, action or proceeding arising out of or related to the Agreement in Your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM, INCLUDING WITHOUT LIMITATION CLASS-WIDE ARBITRATION AND PRIVATE ATTORNEY-GENERAL ACTIONS.
CHOICE OF LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the state of California, except where preempted by federal law.
RELEASE
You release us, our affiliates, Service Providers, and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with any dispute that may arise between you or one or more other users of the Service or the applicable Service. This release is understood to be intended to cover, and does in-fact cover, all claims or possible claims of every nature and kind whatsoever related to this Agreement, Business Online Banking, whether known or unknown, suspected or unsuspected, or hereafter discovered or ascertained In addition, if applicable to you, you waive California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor. By agreeing to these terms through your use of Business Online Banking, you hereby waive the above stated protections of California Civil Code § 1542.
NO WAIVER
We shall not be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
MISCELLANEOUS
Entire Agreement. You agree that the Terms and Conditions is the complete and exclusive statement of the agreement between us, sets forth the entire understanding between us and you with respect to Business Online Banking and the portion of the site through which Business Online Banking is offered and supersedes any proposal or prior agreement, oral or written, and any other communications between us. If there is a conflict between the terms of the Terms and Conditions and something stated by an employee or contractor of ours (including but not limited to its customer care personnel), the terms of the Terms and Conditions will prevail.
Relation to Other Agreements. The Terms and Conditions is in addition to other agreements between the Bank and you, including but not limited to (as applicable), your checking, savings, and other account agreements, as may be modified from time to time. If there is a conflict between the Terms and Conditions and those contained in the other agreements between you and us, the Terms and Conditions will control.
Amendment of this Agreement. We may amend, add to or change this Agreement and any applicable fees and charges or Business Online Banking at any time by posting a revised version on the site. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in the revision. Any use of Business Online Banking after a notice of change or after the posting of a revised version of the Terms and Conditions on the site will constitute your agreement to such changes and revised versions. Further, we may, from time to time, revise, update, upgrade or enhance Business Online Banking and/or related applications or material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the Service, and/or related applications and material, and limit access to only the Service's more recent revisions, updates, upgrades or enhancements.
Headings and Survival. The headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of the Terms and Conditions. Any terms which by their nature should survive, will survive the termination of this Agreement.
Assignment. You may not transfer or assign any rights or obligations you have under the Terms and Conditions, and any effort by you to do so is unenforceable at our election. We reserve the right to transfer or assign the Terms and Conditions or any right or obligation under the Terms and Conditions at any time to any party. We may also assign or delegate certain of our rights and responsibilities under the Terms and Conditions to independent contractors or other third parties.
Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
Severability. Wherever possible, each provision of the Terms and Conditions shall be interpreted in a manner which makes the provision effective and valid under applicable law. If applicable law prohibits or invalidates any part or provision of the Terms and Conditions, that particular part or provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Terms
Force Majeure No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party's reasonable control and Conditions.
Message & Data rates may apply to the Service. In case of questions please contact Customer Service as described in the Customer Support and Assistance section of this Agreement.
CLIENT AGREES TO TERMINATE THE MOBILE BANKING SERVICE OR DISABLE CLIENT'S REGISTERED WIRELESS ACCESS DEVICE FROM THE MOBILE BANKING SERVICE IMMEDIATELY IN THE EVENT CLIENT'S REGISTERED DEVICE BECOMES LOST, STOLEN OR IS NO LONGER IN USE BY CLIENT.
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