BUSINESS ONLINE AGREEMENT
Business Online/Mobile Banking Agreement, Cash Management Services Master Agreement & Business Online Banking Services Appendix
SECTION 1: BUSINESS ONLINE BANKING AGREEMENT
1. LendingClub Bank Online Banking Agreement
This Agreement governs the use of your LendingClub Bank, National Association (the “Bank” or “LendingClub Bank”) Online Banking Service. Use of the Service is expressly conditioned on your acceptance of this Agreement. By using the Services, you acknowledge that you have read and agree to abide by the terms and conditions of this Agreement. If you decide not to agree to the terms and conditions discussed herein, you may not use the Service. Online Banking allows you to access the following online services: banking, Bill Payment and eBills, eStatements, external funds transfers and other banking services offered through Online Banking. You agree you must have a LendingClub Bank account open and in good standing to use Online Banking. You agree each person or entity that enrolls for Online Banking and any person authorized to use Online Banking agrees to the terms and conditions of this Agreement. You agree each person that enrolls for Online Banking or that is authorized to use Online Banking will be assigned a unique User ID and password. Please read this Agreement carefully, and retain a copy for your records. You may print this Agreement or download the Agreement to your computer. You may also request a copy of this Agreement and other agreements governing your accounts and Online Banking Service with LendingClub Bank by calling us toll free at 1-800-242-0272 or visiting our website www.bank.lendingclub.com. The terms, conditions, and disclosures for each of your LendingClub Bank accounts and loans continue to apply, notwithstanding anything to the contrary in this Agreement. The headings used throughout this Agreement are for convenience only and shall not govern the interpretation of the provisions. In the event of a dispute regarding Online Banking, you agree that it will be resolved by looking to the terms and conditions contained herein and, except for business customers, in the “Important Information About Deposit Accounts Agreement” provided to you. By clicking on the “ACCEPT” button you elect to enroll in this service and you acknowledge you have read, understand and agree to the terms in this agreement.
2. Governing Law Section
This Agreement is governed by the laws of the Commonwealth of Massachusetts and applicable federal law. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable; additionally, all remaining provisions shall remain in full force and effect.
As used in this Agreement, the words “you” and “your” refer to the person(s) or entity(ies) subscribing to or authorized to use Online Banking. The words “we,” “us,” and “our” refer to LendingClub Bank. The term “business day” means Monday through Friday, and excludes Saturday, Sunday, and all banking holidays. The word “account” refers to all of your deposit and credit accounts to which you requested and obtained online access at LendingClub Bank. Our website is defined as www.bank.lendingclub.com and subsequently hyperlinked pages owned and controlled by LendingClub Bank.
4. Warranty Disclaimer
The software related to Online Banking is provided “as is” without warranty of any kind. The entire risk as to results and performance of the software related to Online Banking is assumed by you. We do not warrant, guarantee, or make any representations regarding the use of, or the results of the use of, the software related to Online Banking in terms of correctness, accuracy, reliability, or otherwise. Neither we nor our suppliers make any representations or warranties of any kind regarding use of the software related to Online Banking, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, unless disclaiming such warranties is prohibited by law.
5. Limitation of Liability
We will not be liable for failure to provide access or for interruptions in access to Online Banking due to a system failure, other unforeseen acts or circumstances or a malfunction of your computer equipment or any system you use, including your browser, Internet Online Banking provider or other software you use. Under no circumstances and under no legal theory, tort, contract, or otherwise, shall we or our suppliers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character, including, without limitation, damages for loss of goodwill, loss of use, data, profits, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. We are also not responsible for any electronic virus or viruses that you may encounter. We suggest that you routinely scan your PC using a virus protection product. An undetected virus may corrupt and destroy your program, files, and hardware.
6. LendingClub Bank’s Right to Terminate
LendingClub Bank reserves the right to terminate this Agreement and your access to Online Banking, in whole or in part, at any time, in our sole discretion without prior notice.
7. Your Right to Terminate
You may cancel your Online Banking at any time by providing us with written notice by postal mail, secure email through Online Banking, or fax, in accordance with the instructions set forth in Section 25 below. If you have designated a joint account as one of the accounts you may access with your Online Banking and you notify us that you wish to terminate your Online Banking, only your Online Banking, your User ID and password will be suspended. Other joint account holders must notify us to suspend their own Online Banking, User ID and password.
Your access to Online Banking will be suspended within 3 business days of our receipt of your instructions to cancel Online Banking. You will remain responsible for all outstanding fees and charges incurred in connection with Online Banking.
If all accounts enrolled in Online Banking are closed, your access to Online Banking will terminate. You will no longer have access to any electronic requests or records made through Online Banking, including but not limited to messages, account history, statements, or stop payment requests. If requested, we will make our best effort to provide you with copies of any information which would no longer be available to you, but do not guarantee our ability to provide all information.
You may request that we no longer provide you with access to the Bill Payment and eBills feature by providing us notice in the manner required under the section of the Terms and Conditions (as hereinafter defined) entitled “Termination or Discontinuance”.
8. Authorization to Obtain Information
You agree that we may, from time to time, obtain and review your credit report from authorized credit bureaus.
9. Amendments to Terms and Conditions
At any time, we may change the terms of this Agreement. We will notify you of changes in the manner required by applicable law. If advance notice of the change is not required, and disclosure of said change does not jeopardize the security of an account or of Online Banking, we will notify you of said change within 30 days of the change becoming effective. To the extent permitted by applicable law, if you have previously agreed to receive notices and disclosures electronically, we will forward such notices to you by e-mail or post such notices on our website and alert you by e-mail of the posting of such notice.
Your use of any or all features of Online Banking after the effective date of the notice indicates your acceptance of the change in terms.
10. Requirements for Use
To use Online Banking, you must have at least one LendingClub Bank account, access to Internet Online Banking, recommended Internet browser software as described in the section of this agreement named Computer Requirements, and an e-mail address.
11. What to Do In Case of Errors or Questions about Your Electronic Transfers, Including Bill Pay
Refer to the “Important Information About Deposit Accounts Agreement” previously provided to you and also available on our website under “Terms & Conditions” In case of errors or questions about your Electronic Transfers, call us at +1 (855) 920-9907, send us a secure email through your Online Banking account or write us at the address listed in your previously disclosed “Important Information About Deposit Accounts Agreement” brochure as soon as you can, if you think your statement, passbook or receipt is wrong or if you need more information about a transfer listed on the statement, passbook or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the problem or error appeared or, if the only transfer possible is a direct deposit to your passbook account, no later than 60 days after the problem or error was FIRST reflected in your passbook or statement. Please include the following information when you contact us:
12. Your Liability for Unauthorized Transfers
You should notify us immediately if you believe your password has been lost or stolen or if you believe there have been any unauthorized transactions on any of your accounts. To notify us, call +1 (855) 920-9907, Monday through Friday, between 8:30 a.m. and 5:00 p.m. Eastern Standard Time, or send us notice by e-mail, fax, or mail as described in Section 25 below. For a discussion of your liability for unauthorized transactions, refer to the “Important Information About Deposit Accounts Agreement” previously provided to you and also available on our website under “Terms & Conditions.”
13. Our Liability for Failure to Make a Transfer
Refer to the “Important Information About Deposit Accounts Agreement” previously provided to you.
Upon successful enrollment in Online Banking, you will be provided with a password that will grant you access to Online Banking. You will be asked to change this password the first time that you access Online Banking. You are solely responsible for ensuring the confidentiality of your password. We recommend that your password not be easily associated with any personal information, such as your address, date of birth, or anniversary. Your password should be memorized, and never written down. We also recommend that you change your password regularly.
If you are a business customer, you agree that use of a password is a commercially reasonable method of providing security against unauthorized electronic transactions. It is the responsibility of your business to protect the confidentiality of your password. Whether your business has requested a single password or multiple passwords, it is your business’s responsibility to require that these passwords be kept confidential and be used only by authorized persons.
You agree that we are authorized to act on any and all instructions received under your password. You agree never to share your User Name, password, or Passmark security features with any third party. You are responsible for any and all transactions that occur or are initiated using your User Name and password. We are not responsible for unauthorized use of your passwords.
We may require additional security or verification procedures to be completed before initiating or finalizing any transaction requested through Online Banking. We may choose not to honor or accept any request initiated through Online Banking, even when the User Name and password are successfully entered into Online Banking.
Should you enter your password incorrectly on three (3) consecutive attempts, you may be blocked from accessing Online Banking. If this should happen, please follow the screen prompts or call us toll-free at +1 (855) 920-9907.
15. Hours of Access
You may access your accounts through Online Banking seven (7) days a week, 24 hours a day. However, at certain times, some or all features of Online Banking may not be available due to system maintenance. We will post notice of any extended periods of non-availability on our website.
16. Fees and Charges
By using Online Banking, you agree to pay the associated fees and charges, as set forth in the most current “Schedule of Fees” (for non-business customers) and/or “Business Banking Schedule of Fees” (for business customers) brochure. Applicable fees, as disclosed in the most current “Schedule of Fees” and/or “Business Fee Schedule” brochure will be charged to your payment account. If the payment account has insufficient funds to cover fees, the Bank may deduct the fees from any other account linked to Online Banking. If the fee cannot be paid, we may cancel the Bill Payment and Presentment Online Banking.
Applicable fees include normal account fees and service charges, and may include non-sufficient funds fees or specific fees for transactions initiated through Online Banking. Use of the service may also result in charges from third parties for telephone or internet provider services. LendingClub Bank is not responsible for providing telephone, internet or other access, and is not responsible for any and all charges incurred in obtaining those services.
17. Accessible Accounts
Online Banking may be used to provide services related to the following types of accounts:
Not every service described in this agreement or available in Online Banking is available for all types of accounts, or for every customer. If you own or have access to more than one account, access to Online Banking must be requested in writing for each account individually, generally done at time of account opening. A request to access any eligible account via Online Banking after the account is open must also be received in writing. If any designated account is a joint account, then all account owners must sign the Enrollment Form to subscribe to Online Banking.
18. Permissible Transactions
In most cases, you may use Online Banking to access deposit accounts in which you have an unrestricted right to withdraw funds, and credit accounts from which you have an unrestricted right to borrow money. When you use Online Banking to transfer funds from your credit account, you agree that the Bank may take any action required to obtain cash advances on your behalf without obtaining your signature. LendingClub Bank reserves the right to, in its sole discretion; deny LendingClub Bank account transactions.
You may use Online Banking to complete the following:
In addition to the above, business account owners may:
These features are limited to the extent, subject to the terms noted herein and in any Additional Agreements that apply to you. Not every service will be available to every customer. For certain loan products, you will only be able to view specific information and will not be able to engage in online transactions. Service availability and any restrictions that might be applied to that service can be applied to any customer group or individual as we see fit. For certain of your accounts, you may be able to hyperlink from the Online Banking Site to another site relating to such accounts, where you may be able to access features, information, transactions or other services pertaining to those accounts that you cannot access directly on the Online Banking Site (and thus not deemed a part of the Services). We will make our best effort to provide notice of change or restrictions to any service accessing via Online Banking, but we are not required to provide notice except where governed by applicable law.
LendingClub Bank may, from time to time, introduce new features to Online Banking. We may, but are not required to, notify you of the existence and availability of such new features. By using these features when they become available, you agree to be bound by the terms of the Agreement governing such features.
19. Transaction Limits
Transactions initiated through Online Banking may be limited in number or dollar amount. LendingClub Bank reserves the right to limit the amount or number of any type of transaction for any customer at any time. We may limit the amount and or the number of transactions for any specific customer group or entity and not others as we see fit. Additional information regarding limitations on the amount of transfers can be found the “Important Information About Deposit Accounts Agreement” (for non-business customers) and the “Business Account Agreement” (for business customers). Any transaction limitation that is disclosed in these documents, in other areas, or is part of the account schedule of fees or conditions may be applied to any and all transactions initiated in Online Banking. We may choose to amend, change, or abolish limits of either kind at any time. We will make our best effort to disclosure such changes ahead of time, but are not bound to do so except where governed by applicable law.
All transactions are subject, in addition to any limitations on dollar amount or amount, to internal review by LendingClub Bank, including but not limited to factors such as the sending account, receiving account, the amount of the specific transaction, the aggregate amounts of other transactions processed or ordered by the customer, fraud screening, and other factors that LendingClub Bank deems applicable. If we determine that there are risks associated with the transaction, we may delay or cancel the transaction. We may request additional information regarding the transaction before it is finalized or any funds are released.
You agree to initiate or schedule all transfers or payment services only when there is or will be a sufficient balance in the account for that transfer or payment. The completion of any transfer or payment order is subject to the availability of sufficient funds in the account at the time the transaction is posted. We may cancel or delay any transaction when the funding account does not have sufficient funds at time of posting. We may also choose to complete the transaction and overdrawn the account. In either case, the account can be charged a Non-Sufficient Funds fee as outlined in the Schedule of Fees and your deposit agreement. We are not required to provide notification to you in any form that the transfer or payment order was not honored, and it is your responsibility to make other arrangements to facilitate the processing of the transaction or payment by other means, which may include rescheduling or reinitiating the transaction in Online Banking.
20. Initiation of Transactions
LendingClub Bank will make reasonable efforts to see that transactions initiated through Online Banking occur as detailed below:
If the status of any transfer or transaction in Online Banking is Processed or In Process, the transaction cannot be cancelled via Online Banking or by request to LendingClub Bank. It is your responsibility to arrange with the recipient or external institution for the re-credit or re-deposit of any funds moved at your request through Online Banking outside of the timeframes noted above.
21. Stop-Payment Requests
You may initiate stop-payment requests within the Online Banking service. These stop-payments will be in effect immediately after submission via that service and a fee, if such fee is applicable, will be assessed to the account within one business day. The stop payment may not be effective if the item on which the stop is requested is already in process or has been paid, regardless of whether the item appears in the transaction list or other detail with online banking.
To be effective, your stop-payment request must provide your account number, the name of the payee, the check number, the amount of the check, and the date of the check.
You may also initiate stop-payment requests by calling us at 1-800-242-0272. Such stop-payments may only be initiated for paper checks you have written on your accounts (not bill pay payments or electronic payments).
If you make a stop-payment request using the telephone option, we will also require you to put your request in written form and to submit this form to us. This written request must be forwarded to us within 14 days of the date of your online or telephone request. When we receive your written request the stop payment will be in effect for a period of 6 months. If we do not receive your written request within 14 days, the stop payment will no longer be in effect. You will incur stop-payment charges as disclosed in the most current version of the “Schedule of Fees” (for non-business customers) and/or the “Business Banking Schedule of Fees” (for business customers) brochure.
23. Periodic Statements
All of the payments and transfers made through Online Banking will appear on your monthly account statement(s).
24. Bill Payment and Presentment Feature
Online Bill Payment is provided to you for your convenience through the Bill Pay feature. You must enroll in the service through Online Banking prior to using it. Each account owner, regardless of the type of ownership held on an account (joint, sole, etc) must enroll separately to use the service. The Bill Pay Service is intended for the personal use of each individual enrollee. Any attempt or use of the service to process payments for third parties is prohibited and can result in termination of the service. Joint owners of a single account must have enrolled separately, and the payment history and payee information for each enrollee will not be shared or accessible by any other enrollee, even at the request of either party.
The actual payment of such bills is handled by an independent third party, Metavante Corporation. Enrollment in the Bill Payment services includes separate Terms and Conditions which you will be required to accept as a condition for using the Bill Payment feature, and will be displayed for review and agreement during the Bill Payment service enrollment process. To the extent that the Terms and Conditions are inconsistent with this Agreement, this Agreement shall govern the respective rights and obligations of us and you. Except as is otherwise provided by this Agreement or by applicable law, we cannot and will not guarantee, or have any responsibility whatsoever for the completion or accuracy of transactions performed through the Bill Payment feature, including electronic fund transfers that you request be performed by Metavante. Payments initiated through this service which are paid via paper check may appear to be drawn on a third-party processor and not LendingClub Bank.
LendingClub Bank hereby publishes the following terms and conditions for your use of bill payment services through the bank’s Online Banking Web site. LendingClub Bank reserves the right to modify these terms and conditions at any time. Your use of the bill payment services constitutes your acceptance of these terms and conditions and any modifications thereof.
LendingClub Bank or its authorized agent is responsible for processing your requests. However, we will not be liable:
LendingClub Bank offers opt-in alerts. Online Banking users have the ability to subscribe to Alerts that deliver information about their accounts via email. Each user of Online Banking is required to subscribe to the Alerts service and designate which Alerts to receive. Joint account owners must subscribe to Alerts separately, and may choose any selection of Alerts to receive, separate and distinct from those selected by any other account owner. LendingClub Bank may also send security Alerts as part of the Online Banking service. You accept that these security Alerts are not optional.
Alerts will be delivered by email to the primary email address listed for each subscribed user in Online Banking. By subscribing, you understand and agree that alerts will be delivered to you by this channel. You also agree that the delivery of alerts may be delayed or prevented by a variety of factors. LendingClub Bank will make our best effort to deliver alerts in a timely manner and with information accurate as of the time the alert is generated. We do not guarantee the delivery or the accuracy of the information contained in any alert. We are not responsible for any action taken or not taken by an account holder or third party on the basis of information contained in an alert.
The email channel used to deliver Alerts is not secure, and LendingClub Bank will not include any full, sensitive information such as account number or password. Limited account information such as balance or amount of a transfer can be included. By subscribing to the Alerts feature, you understand and agree that anyone with access to the designated email account will be able to access and read this information. LendingClub Bank is not responsibility for the security of any information provided in the reply to an alert, as that channel is not a secure method of communication with us.
It is your responsibility to provide LendingClub Bank with an accurate email address for Alerts delivery. LendingClub Bank will not be liable or responsible for any information which is delivered to an email address which is not accessible by you, or is accessible by someone other than yourself until we have been provided the accurate email address via the Online Banking Alerts section, and have had a reasonable time in which to make the change.
26. Address Changes
You are responsible for notifying LendingClub Bank immediately of any change to your physical, mailing, or email address. Address changes may be initiated via written and signed request, or via a secure message sent to us via the Online Banking messaging feature.
Upon receipt of a request through the Online Banking secure messaging feature, LendingClub Bank may immediately apply the change of address to the account specified in the message. However, we may also require additional confirmation from an account holder or holders at our discretion prior to effecting the change on the account.
LendingClub Bank is not responsible for the loss or delay in delivery of any information or notification if it results from a change of address order entered under the account holder’s User Name and password.
27. Business Customers
Sections 11, 12, and 13 do not apply if you are a business customer. We have no liability to business customers for the failure to process transactions for any reason.
If you are a business customer and you have reason to believe that your password or any other security code has been lost or stolen, or that an unauthorized person has used or attempted to use Online Banking without your permission, you must notify us within 24 hours. As a business customer, you are fully responsible for any online transactions (including, without limitation, any advances under the overdraft protection feature of your account, if any). You agree to reimburse us immediately for any loss, claim or damage which we sustain as a result of either authorized or unauthorized use of Online Banking. We shall have no liability for any loss, claim or damage which you sustain as a result of the use of Online Banking. This is true even if the use of Online Banking is unauthorized and even if you notified us of the unauthorized use within 24 hours. Once we have been notified of a loss, theft or unauthorized use of a password and we have had a reasonable opportunity to act on that notice, however, you will not be responsible for further transactions initiated with that password unless we can prove that you could have avoided the unauthorized access.
Other existing agreements and contracts you may have with us cover certain features and functionality available through Online Banking. For example, the terms and conditions of any “Wire Transfer Agreement” and “Automated Clearing House Agreement” remain in-force and prevail in instances where those Agreements and this Agreement conflict.
You agree that the security procedures we have established for the use of Online Banking are commercially reasonable.
LendingClub Bank may allow the designation by any duly authorized account representative of a business or non-retail account of an Online Banking Administrator. This Administrator may or may not be a signer of any authority on the account itself. The Administrator may be granted all rights and privileges associated with Online Banking use, or may be limited, at the discretion of the account owner(s) and LendingClub Bank. Once established, any transaction or other order received under the User Name and password of that Administrator will be considered authorized and may be acted upon by LendingClub Bank. It is the responsibility of the account owner(s) to monitor any and all actions of the Administrator. It is also the responsibility of the account owner(s) to notify LendingClub Bank immediately if the designated Administrator is not longer authorized by the account holders to transact business within Online Banking. LendingClub Bank assumes no liability or fault for transactions or payments authorized under an Administrator’s User Name and password unless we have been notified and have had a reasonable time to act in removing or restricting the access of that Administrator.
The Administrator may have the ability to establish User names and password for other members of the business as he sees fit. The Administrator may assign rights and privileges of each user up to and including all rights and privileges that are accessible by the Administrator. LendingClub Bank assumes and has no liability or responsibility in monitoring the authorization of those users, and we may act on any transaction or order entered into Online Banking by any of those users, within the rights and privileges assigned to them by the Administrator.
28. Third Party Links
When you leave LendingClub Bank’s website and enter an external website that is not hosted by LendingClub Bank you will no longer be subject to, or under the protection of, the privacy and security policies of LendingClub Bank’s website. LendingClub Bank is not liable for information, content or transactions, nor does it guarantee the services provided at other sites. This service is provided by one of our reliable partners, however, we encourage you to read and evaluate the privacy and security policies on the site you are entering, which may be different from those of LendingClub Bank.
LendingClub Bank has no responsibility for any external website, nor makes any warranty, expressed or implied.
29. Computer Requirements
The browser specifications for LendingClub Bank’s website are as follows: Internet Explorer 5.5 or higher or Netscape 4.6 or higher. Please be advised that AOL is currently not supported. To provide the highest degree of confidentiality and to protect the security of your financial information, you must have an Internet browser that supports 128-bit encryption and secure sockets layer version 3.0 or higher. Use of the Services with lower than 128-bit encryption is strictly prohibited. To the extent you are able to access the Services using lower than 128-bit encryption, we specifically disclaim any and all responsibility for losses resulting from your use of such lower encryption. We may change these requirements from time to time. You agree that we shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your Computer by downloading information, software, or other materials from the Online Banking Site or any other LendingClub Bank Site.
APPENDIX I: BUSINESS ONLINE BANKING SERVICES
THIS BUSINESS ONLINE BANKING SERVICE APPENDIX (hereinafter, this “Appendix”) is made by and between LendingClub Bank, National Association (the “Bank” or “LendingClub Bank”) and the above-named corporation, partnership, sole proprietorship or other commercial entity (the “Customer”) and is incorporated by reference into the parties’ Cash Management Services Master Agreement (hereinafter, the “Agreement”). This Appendix governs Customer’s use of Bank’s Business Online Banking Service (“Online Banking Service” or “Online Banking”). All capitalized terms used herein without definition shall have the meanings given to them in the parties’ Agreement. Except as otherwise expressly provided in this Appendix, to the extent that this Appendix is inconsistent with the provisions of the Agreement, this Appendix and any amendment here to from time to time shall control, but only to the extent necessary to resolve such conflict. This Appendix shall be effective when signed by both parties, and such date shall be as reflected above.
TERMS AND CONDITIONS
1. Definitions. In addition to the definitions set forth in the Agreement, certain terms used in this Appendix are defined in the specific portion of this Appendix where they are used. The following terms are also used throughout this Appendix and have the meanings indicated:
“Administrator” or “Senior Administrator” means Customer’s employee(s) or other person(s) that Customer (or any Administrator designated by Customer) designates on the application, enrollment and/or similar form(s) associated with use of Online Banking as being Customer’s Authorized Representative or as authorized to act on Customer’s behalf with respect to the administration of the Online Banking Service.
“Authorized User” or “Designee” means any person that Customer’s Administrator designates as being authorized to access or use any of the Online Banking Service on Customer’s behalf.
“Available Funds” means the balance in a Deposit Account, which includes collected funds on deposit plus any overdraft credit line balance associated with the Deposit Account.
“Bill Payment Service” means the online bill payment service offered by Bank and any associated service provider as further described in this Appendix.
“eStatements Service” means the online service offered by Bank permitting Customer to view Customer’s current Deposit Account statements via a secure website as further described in this Appendix.
2. Eligibility. Customer is eligible to use Online Banking if Customer maintains a Deposit Account (checking), has executed the Agreement, satisfies the Computer requirements associated with Online Banking and maintains an email address, and if Bank has otherwise approved Customer’s use of Online Banking as described further below.
3. Access. To use Online Banking, Customer must have a Computer, access to the Internet and an e-mail address. Customer will be required to complete and submit an application, enrollment and/or similar form(s) associated with use of Online Banking (hereinafter, “Sign-Up Forms”). Once Bank has received such Sign-Up Forms and verified Customer’s Account information, Bank will send Customer, by secure e-mail associated with the Service, confirmation of Bank’s acceptance of Customer’s enrollment, along with a Bank-provided Username and temporary password. Customer’s enrollment in Online Banking will enable Customer to access only those Accounts that Customer has designated for access with Online Banking in Customer’s Sign-Up Forms. Customer can also add or remove access to any of Customer’s Accounts through Online Banking by completing required form(s). Access to Customer’s Accounts through Online Banking will be based upon the identification of Authorized Users and authority levels specified by Customer in Customer’s Sign-Up Forms. Except as may otherwise be set forth in this Appendix, Bank shall have no responsibility or obligations whatsoever to monitor transactions through Online Banking to determine that they are made by or on behalf of Customer.
4. Administrator and Authorized Users.
4.1 Customer shall designate an Administrator(s) with Bank as set forth in certain set-up and/or the Enrollment Form(s). Customer is solely responsible for designating its Administrator.
4.2 The Administrator may designate Authorized Users. Notwithstanding the foregoing, Bank recommends, as an additional security procedure, that Customer designate only one Administrator at a time. Customer accepts as its sole responsibility the Administrator’s designation of Authorized Users. Customer understands that Administrator(s) will control, and Customer authorizes Administrator(s) to control, access by Authorized Users of the Service by instructing Bank to issue Access Devices. The Administrator(s) may instruct Bank to add, change or terminate Customer’s Authorized User(s) or de-activate an Access Device(s) from time to time and in his/her sole discretion. Bank does not control access by any of Customer’s Authorized Users to any of the Services. In the event that Customer designates more than one Administrator, Bank recommends that Customer manage its use of the Services by requiring dual approval to set up new Authorized Users. In the event that Customer designates more than one Administrator, Bank recommends that Customer manage its use of the Services by requiring dual approval to set up Authorized Users.
4.3 Customer will require each Administrator and each Authorized User to review and comply with all provisions of the Agreement, this Appendix and all other applicable Appendices and/or agreements. Customer acknowledges and agrees that it is fully responsible for the failure of any Administrator or any Authorized User to so comply. Customer is responsible for any payment, transfer and other use of the Online Banking Service and any charges incurred by any Administrator and any Authorized User, even if such Administrator or Authorized User exceeds his/her authorization as established by Customer.
4.4 If an Authorized User authorizes other persons/entities to use the Authorized User’s Access Devices in any manner, said authorization will be considered unlimited in amount and manner until Customer has notified Bank in writing as set forth in the Agreement or this Appendix, that Customer has revoked the authorization and changed, or caused Bank to change, the subject Authorized User’s Access Devices. Customer is responsible for any transactions made by such persons/entities until Customer notifies Bank that transfers by that person/entity are no longer authorized and Bank has had a reasonable opportunity to act upon the requested change. Bank will not be liable for and will not reimburse Customer for any losses that may occur as a result of this authorized use of an Authorized User’s Access Devices.
4.5 Customer shall notify Bank of any changes in access to or use of the Online Banking Service by the Administrator(s) or Authorized User(s) in accordance with the terms of the Agreement or this Appendix. Notwithstanding the foregoing, whenever an Administrator or Authorized User leaves Customer’s employ or Customer otherwise revokes an Administrator’s or Authorized User’s authority to access or use the Online Banking Service, Customer must notify Bank in writing immediately.
5. Access Devices; Security Procedures.
5.1 Upon successful enrollment, Customer can access the Online Banking Service from Bank’s designated website, using the Online Banking Service’s Access Devices and applicable security procedures applicable to Customer’s access to and use of Online Banking, as described in Schedule A attached to this Appendix and in associated Appendices from time to time (hereinafter the “Security Procedures”).
5.2 Customer accepts as its sole responsibility the use, protection and maintenance of confidentiality of, and access to, the Access Devices. Customer agrees to take reasonable precautions to safeguard the Access Devices and keep them confidential. Customer agrees not to reveal the Access Devices to any unauthorized person. Customer further agrees to notify Bank immediately if Customer believes that the confidentiality of the Access Devices has been compromised in any manner.
5.3 The Access Devices identify and authenticate Customer (including the Administrator and Authorized Users) to Bank when Customer accesses or uses the Online Banking Service. Customer authorizes Bank to rely on the Access Devices to identify Customer when Customer accesses or uses any of the Service and as signature authorization for any payment, transfer or other use of the Online Banking Service. Customer acknowledges and agrees that Bank is authorized to act on any and all communications or instructions received using the Access Devices, regardless of whether the communications or instructions are authorized. Bank owns the Access Devices, and Customer may not transfer them to any other person or entity.
5.4 Customer acknowledges and agrees that the Access Devices and other Security Procedures applicable to Customer’s use of the Online Banking Service and set forth in this Appendix and associated Appendices are a commercially reasonable method for the purpose of verifying whether any payment, transfer or other use of the Online Banking Service was initiated by Customer. Customer also agrees that any election Customer may make to change or waive any Security Procedures recommended by Bank is at Customer’s risk and that any loss resulting in whole or in part from such change or waiver will be Customer’s responsibility. Customer further acknowledges and agrees that the Access Devices are not intended and that it is commercially reasonable that the Access Devices are not intended to detect any errors relating to or arising out of a payment, transfer or any other use of the Online Banking Service.
5.5 If Customer has reason to believe that any Access Devices have been lost, stolen or used (or may be used) or that a payment or other use of the Online Banking Service has been or may be made with any Access Devices without Customer’s permission, Customer must contact its Administrator. The Administrator must instruct Bank to de-activate, and has the sole responsibility for instructing Bank to de-activate, any such Access Device(s). Customer also agrees to contact Bank in any such event. In no event will Bank be liable for any unauthorized transaction(s) that occurs with any Access Devices.
6. Eligible Accounts. Customer may use Online Banking to access and in conjunction with the following types of Accounts:
Not every Service described in this Appendix or available in Online Banking is available for all types of Accounts, or for every customer. If Customer owns or has access to more than one Account, access to Online Banking must be requested in writing for each Account individually, which generally occurs at the time of Account opening and/or enrollment in Online Banking. A request to access any eligible Account via Online Banking after the Account is opened must also be received in writing. If any designated Account is a jointly-owned Account, then all Account owners must sign the enrollment form to subscribe to Online Banking.
7. General Service Features.
7.1 Customer can use Online Banking to perform the following:
7.2 In addition to the Online Banking Service’s general features, additional features or modules related to the Online Banking Service may be offered from time to time by Bank, in its sole and exclusive discretion, including by way of example but not by limitation the following:
ACH Originations. ACH originations are subject to the terms and conditions of the Automated Clearing House (ACH) Origination Service Appendix. This Service allows Customer to initiate and approve (with pre-authorization) ACH transactions that Customer desires Bank to enter into the ACH network on Customer’s behalf.
(i) Wire Transfers. Wire transfers are subject to the terms and conditions of the Wire Transfer Service Appendix. This Service allows Customer to request certain wire transfer payment orders to be made to third parties on Customer’s behalf.
7.3 The Online Banking features are limited to the extent of and are subject to the terms noted herein and in any agreements that apply to Customer. Not every Online Banking feature or service will be available to every customer. Service availability and any restrictions that might be applied to that service can be applied to any customer group or individual as Bank deems appropriate in its sole and exclusive discretion. For certain of Customer’s Deposit Accounts, Customer may be able to hyperlink from the Online Banking website to another site relating to such Deposit Accounts, where Customer may be able to access features, information, transactions or other services pertaining to those Accounts that Customer cannot access directly on the Online Banking website (and thus not deemed a part of the Online Banking Service).
7.4 Bank may, from time to time, introduce new features to Online Banking. Bank may, but is not required to, notify Customer of the existence and availability of such new features. By using these features when they become available, Customer agrees to be bound by the terms of the Appendix or other service agreement governing such features.
8. Hours of Access. Online Banking is generally available seven (7) days a week, twenty-four (24) hours a day. Some or all features of Online Banking may not be available from time to time due to problems arising in connection with transmissions over the Internet, as well as emergency or scheduled system maintenance. Bank will post a notice of any extended periods of non-availability on the Online Banking site. Certain transactions posted outside normal business hours, such as those using the Bill Payment Service, will not take effect until the next Business Day.
9. Fees and Charges. Customer agrees to pay the Service Fees associated with Customer’s use of Online Banking as set forth in the Bank’s Fee Schedule as it may be amended from time to time. Customer agrees that all such Service Fees will be deducted from the checking Deposit Account designated as the “Primary Account” on Customer’s Sign-Up Forms. If Customer closes the Primary Account, Customer must contact Bank immediately to designate another Deposit Account as the Primary Account. Customer agrees to pay any and all additional charges for services that Customer may request which are not covered by this Appendix, another Appendix or the Agreement. Customer acknowledges and agrees to be responsible for all telephone and Internet service fees Customer may incur in connection with Customer’s use of Online Banking.
10. Overdrafts. Customer agrees to initiate or schedule all transfers or payment transactions only when there is or will be sufficient Available Funds in the Account for that transfer or payment. The completion of any transfer or payment order is subject to sufficient Available Funds in the Account at the time the transaction is posted. If Customer’s Account has insufficient Available Funds to perform any fund transfer Customer has requested for a given Business Day, Bank may either pay or return it. Bank is not required to provide notification to Customer in any form that the transfer or payment order was not honored, and it is Customer’s responsibility to make other arrangements to facilitate the processing of the transaction or payment by other means, which may include rescheduling or reinitiating the transaction in Online Banking. Customer agrees to pay the outstanding overdraft and any fee(s) associated with the overdraft in accordance with the Fee Schedule, whether the item is paid or returned. The honoring of one or more of Customer’s overdrafts, however, does not obligate Bank to honor any future overdrafts. Bank may assess a fee to Customer’s Account for processing an item that is presented for payment for which there are no funds, insufficient funds or unavailable funds. Please refer to the Fee Schedule for the amount of this fee. If Customer has an “Overdraft Protection” feature with Customer’s Deposit Account, any check or debit that overdraws such Deposit Account will be honored up to Customer’s available credit limit.
11. Limits on Amounts and Frequency of Online Banking Transactions.
11.1 Transactions initiated through Online Banking may be limited in number or dollar amount. Bank reserves the right to limit the amount or number of any type of transaction for any customer at any time. Bank may limit the amount and or the number of transactions for any specific customer group or entity as Bank deems appropriate in its sole and exclusive discretion. Additional information regarding limitations on the amount of transfers can be found the applicable Deposit Account Agreement. Any transaction limitation that is disclosed in these documents, in other areas, or is part of the Fee Schedule may be applied to any and all transactions initiated in Online Banking. Bank may amend, change, or abolish transaction limits of any kind at any time. Bank will use commercially reasonable efforts to give prior notice of such changes, but is not bound to do so except where governed by applicable law. All transactions are subject, in addition to any limitations on dollar amount or amount, to internal review by Bank from time to time, including but not limited to the review of factors such as the sending account, receiving account, the amount of the specific transaction, the aggregate amounts of other transactions processed or ordered by the customer, fraud screening, and other factors that Bank deems applicable and appropriate. If Bank determines that there are risks associated with the transaction, Bank may delay or cancel the transaction. Bank may request additional information regarding the transaction before it is finalized or any funds are released. In addition, if a hold has been placed on the deposits made to an Account from which Customer wishes to transfer funds, Customer cannot transfer the portion of the funds held until the hold expires.
12. Transaction Cut-Off Times. Bank will use commercially reasonable efforts to process Customer’s transactions that are initiated through Online Banking as set forth below, or as may otherwise be specifically set forth in any applicable service Appendix or other agreement:
If the status of any transfer or transaction in Online Banking is “Processed” or “In Process,” the transaction cannot be cancelled via Online Banking or by request to Bank. It is Customer’s responsibility to arrange with the recipient or external financial institution for the re-credit or re-deposit of any funds transferred at Customer’s request through Online Banking outside of the timeframes noted above.
13. Stop Payment Requests.
13.1 Customer may initiate stop payment requests within the Online Banking Service. These stop payment requests will be effective immediately after submission via Online Banking, and any applicable fee associated with that request will be assessed to the Deposit Account within one (1) Business Day. The stop payment request will not be effective if the item on which the stop is requested is already in-process or has been paid, regardless of whether the item appears in the transaction list or other detail within Online Banking.
13.2 To be effective, Customer’s stop payment request must include Customer’s Deposit Account number, the name of the payee, the check number, the amount of the check, and the date of the check.
13.3 Customer may also initiate stop payment requests by calling Bank at 1-800-242-0272. Such stop payments may only be initiated for paper checks that Customer has written on Customer’s Deposit Accounts (and not those made via the Bill Payment Service or that is an electronic payment).
13.4 If Customer makes a stop payment request using the telephone option, Bank will also require Customer to put the stop payment request in written form and to submit this form to Bank. This written request must be forwarded to Bank within fourteen (14) days of the date of Customer’s Online Banking or telephone request. When Bank receives Customers’ written request, the stop payment will be in effect for a period of six (6) months. If Bank does not receive Customer’s written request within fourteen (14) days, the stop payment will no longer be in effect.
14. Periodic Statements. Customer will not receive a separate Online Banking statement. Transfers to and from Customer’s Accounts using Online Banking will appear on the respective periodic statements for each of Customer’s Accounts. Statements will be provided in paper form unless Customer elects the eStatements Service in the Sign-Up Forms.
15. BILL PAYMENT SERVICE TERMS AND CONDITIONS.
15.1 The Online Banking Service’s Bill Payment Service (“Bill Payment”) allows Customer to schedule business-purpose bill payments through the Internet. Bill Payment is offered through and actual payments are handled by Bank’s third party service provider, FIS. Additional terms and conditions govern Bill Payment and are available on the Online Banking Service’s site. In addition to the terms and conditions available on the Service’s site, this Appendix, including the Bill Payment security procedures described in Schedule A, and the following additional terms and conditions shall also apply to Customer’s use of Bill Payment.
15.2 Customer is required to enroll in Bill Payment prior to using it. Each Deposit Account owner, regardless of the type of ownership held on a Deposit Account (joint, sole, business, etc.), must enroll separately to use Bill Payment. Bill Payment may be used for the business use of Customer only. Any attempt or use of Bill Payment to process payments for third parties is prohibited and can result in termination of Bill Payment. Joint owners of a single Deposit Account must have enrolled separately, and the payment history and payee information for each enrollee will not be shared or accessible by any other enrollee, even at the request of either party.
15.3 Enrollment in Bill Payment includes separate terms and conditions provided during enrollment that Customer will be required to accept as a condition for using Bill Payment. At least one (1) Authorized Representative must enroll in Bill Payment in order for it to be activated. Customer’s Authorized Representative and all Authorized Users of Bill Payment will be required to review and accept the additional terms and conditions, which will be displayed electronically during the Bill Payment Service enrollment process.
15.4 Except as is otherwise provided by this Appendix, the Agreement or by applicable law, Bank cannot and will not guarantee or have any responsibility whatsoever for the completion or accuracy of transactions performed through Bill Payment, including electronic fund transfers that Customer requests be performed by Bank’s service provider. Payments initiated through Bill Payment that are paid via paper check may appear to be drawn on a third-party processor and not Bank.
16. eSTATEMENTS SERVICE TERMS AND CONDITIONS.
16.1 This portion of the Appendix describes the terms and conditions applicable to the eStatements Service offered through Bank. If Customer completes the enrollment process for eStatements, this Service will allow Customer to view certain of Customer’s current Deposit Account statements for Customer’s Deposit Accounts on a secure website.
16.2 Consent and Authorization for Electronic Transmission of Account Statements. Customer understands that pursuant to Customer’s Deposit Account Agreement with Bank, Customer may be entitled to receive periodic Deposit Account statements in connection with Customer’s Deposit Accounts, such as checking Deposit Account statements (“Account Statements”). By enrolling in eStatements via the link on the Online Banking Service’s site, Customer authorizes Bank to discontinue sending such periodic Account Statements via postal mail service for Customer’s Deposit Account (s) and to instead deliver such periodic Account Statements to Customer electronically. Bank will send Customer an e-mail on an ongoing basis to Customer’s primary e-mail address, as indicated in Customer’s online profile with Online Banking, notifying Customer that one or more of Customer’s eStatement Account Statements are ready to be viewed on the Bank website.
16.3 Authorization. As a condition of using eStatements, Customer represents to Bank and further agrees that, if the Deposit Account used to access eStatements is a joint Deposit Account, Customer is an Deposit Account holder of the joint Account and Customer’s election to use eStatements for the Deposit Account has been authorized by each of the joint accountholders. All joint accountholders on the Deposit Account are legally bound by these terms and conditions.
16.4 Termination of eStatements. Customer election to receive subsequent Account Statements electronically is voluntary and may be terminated at any time. Customer may elect to terminate eStatements at any time in writing, by sending Bank a secure e-mail via the Online Banking Service. Subject to Bank’s confirmation of Customer’s request, such termination shall become effective no later than fifteen (15) days after receipt by Bank. Upon termination, Customer will no longer have access to Customer’s Account Statements online and Customer will receive all Account Statements in paper form via postal mail service, subject to any fee as set forth in the Fee Schedule.
16.5 Valid E-Mail Address Required. Customer must maintain a valid, active e-mail address to use eStatements. Customer must promptly notify Bank of any change in Customer’s e-mail or postal address by contacting Bank’s Customer Service Department as set forth in Section 26 of the parties’ Agreement. Bank is not liable for any third party-incurred fees, other legal liability, or any other issues or liabilities arising from eStatements or notifications sent to an invalid or inactive e-mail address or postal address that Customer has provided.
16.6 Paper Statements. Customer may also request a paper copy of any periodic regular Account Statement. A fee may be charged for any such paper copies in accordance with the Fee Schedule.
16.7 eStatement Changes. As further set forth in the Agreement, Customer acknowledges and agrees that Bank reserves the right to change the terms and conditions of this Appendix as it pertains to eStatements at any time. Bank will notify Customer in accordance with the Agreement. Accessing Customer’s eStatements after Customer receives any notice of change will constitute Customer’s acceptance and agreement to each such change. Bank reserves the right to discontinue the eStatements service at any time.
17.1 Bank offers opt-in “Alerts” associated with certain eligible Customer Accounts. Online Banking users have the ability to subscribe to Alerts that deliver information about Accounts via email. Each user of Online Banking is required to subscribe to the Alerts service and designate which Alerts to receive. Joint Online Banking users must subscribe to Alerts separately, and may choose any selection of Alerts to receive, separate and distinct from those selected by any other user. Bank may also send security Alerts as part of the Online Banking Service. Customer acknowledges and agrees that these security Alerts are not optional.
17.2 Alerts will be delivered by email to the primary email address listed for each subscribed Authorized User in Online Banking. By subscribing, Customer understands and agrees that Alerts will be delivered to Customer via this channel. Customer also agrees that the delivery of Alerts may be delayed or prevented by a variety of factors. Bank will use commercially reasonable efforts to deliver Alerts in a timely manner and with information that is accurate as of the time the Alert is generated. Bank does not guarantee the delivery or the accuracy of the information contained in any alert. Bank is not responsible for any action taken or not taken by an Account holder or third party on the basis of information contained in an Alert.
17.3 The email channel used to deliver Alerts is not secure, and Bank will not include any full, non-public personal information such as account number or password. Limited Account information such as balance or amount of a transfer can be included. By subscribing to the Alerts feature, Customer understands and agrees that anyone with access to the designated email account will be able to access and read this information. Bank is not responsibility for the security of any information provided in any reply to an Alert, as that channel is not a secure method of communication with Bank.
17.4 It is Customer’s responsibility to provide to and maintain with Bank an accurate email address for Alerts delivery. Bank will not be liable or responsible for any information which is delivered to an email address which is not accessible by Customer, or is accessible by someone other than Customer until Bank has been provided an accurate email address via the Online Banking Alerts section, and has had a reasonable time in which to process the change.
18. Customer Communications with Bank. Unless the Agreement provides otherwise, Customer can communicate with Bank with respect to Online Banking by contacting Bank’s Customer Service Department as set forth in Section 26 of the parties’ Agreement.
19. Customer Responsibilities; Security.
19.1 Customer is responsible for all transfers, payments or other Online Banking Service transactions that Customer authorizes to be made using the Online Banking Service and as otherwise set forth in this Appendix or in the Agreement.
19.2 Customer agrees not to disclose any proprietary information regarding the Online Banking Service to any third party (except to Customer’s Administrator(s) and Authorized User(s)). Customer also agrees to comply with any operating, security and recognition procedures Bank may establish from time to time with respect to the Online Banking Service. Customer will be denied access to the Online Banking Service if Customer fails to comply with any of these procedures. Customer acknowledges that there can be no guarantee of secure transmissions over the Internet.
20. Contacting Bank. Customer may telephone Bank and/or write Bank at the phone number and address provided in the Agreement to: (a) inquire about the receipt and/or amount of credits to Customer’s Account(s), (b) notify Bank if Customer’s Access Devices are lost or stolen, (c) notify Bank of unauthorized transactions appearing on Customer’s statement or (d) change Customer’s mailing or email address.
21. Joint Accounts. When Customer’s access to the Online Banking Service is linked to one or more jointly owned Accounts, Bank may act on the oral, written or electronic instructions of any joint owner of those Accounts made in accordance with the terms of the Agreement. Each owner of a Deposit Account is authorized to access all of the Available Funds held in that Deposit Account through the Online Banking Service.
22. Hyperlinks. Bank may elect to display one or more hyperlinks on the Online Banking Service website from time to time. A hyperlink is any highlighted words or phrases in a document that allows Customer to click through to another section of the same document or to another document on the Internet. A hyperlink may allow Customer to click through to a third party website over which Bank has no control. Bank disclaims any responsibility for the content, products and services provided at linked third party websites. Bank is not liable for any failure of the products or services advertised on third party websites. Customer should be aware that third party websites may have privacy policies that differ from Bank’s; it is Customer’s responsibility to review privacy policies at the linked third party websites to determine whether those policies are acceptable to Customer. The linked third party websites may provide less security than Bank’s website.
23. ERRORS OR QUESTIONS ABOUT ELECTRONIC TRANSACTIONS.
23.1 Errors or Questions.
23.1.1 Customer will call Bank or write to Bank at the number/address provided in the Agreement if Customer thinks:
(i) Customer’s statement or transaction record is wrong, or
(ii) Customer needs more information about a transaction, including one listed on the statement.
23.1.2 Bank will need to know the following:
(i) Customer’s name and account number;
(ii) A description of the error or the transfer Customer is unsure about and an explanation of why Customer believes it is an error or why Customer needs additional information; and
(iii) The dollar amount of the suspected error.
23.1.3 Bank will tell Customer the results of Bank’s investigation within a reasonable time after Bank hears from Customer and will correct any error that may be identified in accordance with the terms of the Agreement.
24. Unauthorized Online Banking Service Transactions.
24.1 Customer will notify Bank at once if Customer believes its Access Devices have been stolen or compromised. In addition, Customer will notify Bank at once if Customer believes someone has transferred or may transfer money from Customer’s Account(s) without Customer’s permission or if Customer suspects any fraudulent activity on Customer’s Account.
24.2 When Customer gives someone its Access Device(s), Customer is authorizing that person to use the Online Banking Service, and Customer is responsible for all transactions the person performs using the Online Banking Service. All transactions that person performs, even transactions Customer did not intend or want performed, are authorized transactions. Transactions that Customer or someone acting with Customer initiates with fraudulent intent are also authorized transactions. For Customer’s protection, Customer should sign-off after every Online Banking Service session and close Customer’s browser to ensure confidentiality.