Business Online Banking Service Disclosure
1. Business Online Banking Service. Subject to the terms of this disclosure, Bank agrees to provide a business online banking service for Customer (the “Business Online Banking Service”). The Business Online Banking Service is an Internet-based service that allows Customer to electronically receive information about activity in Customer’s accounts and to initiate certain electronic transactions as agreed upon by Bank and Customer. The Business Online Banking Service consists of information reporting, transaction initiation and instruction entry services supporting those services. Any applicable service requirements, such as hardware compatibility and the User Guides and Operating Procedures for Customer use, have been or will be provided to Customer and are incorporated as part of this Disclosure without further action of the parties.
2. Limitations on Use of Business Online Banking Service. Customer agrees that: (i) it shall not use the Business Online Banking Service in connection with any activity other than those permitted by the terms of this disclosure unless Customer obtains the prior written approval of Bank; (ii) Customer will not use, and will prohibit its Customer Representatives from using, any electronic communication feature of the Business Online Banking Service for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening; and (iii) it shall immediately cease any and all use of the Business Online Banking Service upon termination of the Service Agreement, or upon termination of access to the Business Online Banking Service by Bank.
3. Personal Accounts. Upon your written Request, we may permit you to use the Services to access and effect certain banking transactions from Personal Accounts. Your Request to permit such access to Personal Accounts constitutes your acknowledgment and agreement that any Authorized User shall have access to such Personal Accounts. TRANSFERS FROM PERSONAL ACCOUNTS THAT ARE INITIATED BY AUTHORIZED USERS DO NOT CONSTITUTE UNAUTHORIZED USE OF PERSONAL ACCOUNTS AND THE BANK WILL NOT BE LIABLE TO YOU OR TO ANY OWNER OF A PERSONAL ACCOUNT FOR ANY LOSS RESULTING FROM SUCH TRANSACTION.
4. Service and Performance Levels; Limitations.
(a) Instructions and other communications from Customer or any of its Customer Representatives received by Bank through the Business Online Banking Service on or before the Cutoff Times designated by Bank from time to time shall be processed or otherwise acted upon the same day, and those received after such Cutoff Time shall be processed or otherwise acted upon on the next day that is a Business Day of both Bank and its applicable service provider, unless (i) such instruction or communication specifies another date, (ii) processing is not feasible due to Customer’s or a necessary third party’s unavailability, or (iii) by its nature, the instruction or communication does not anticipate or require such processing.
(b) To the extent made available by Bank’s service provider(s) from time to time, Bank may provide Customer alternative access to the Business Online Banking Service features on a “commercially reasonable efforts” basis. Bank shall notify Customer promptly of any system interruption in such manner as Bank may deem reasonable. If notification on the Business Online Banking Service website accessible to Customer is feasible, that manner of notification shall be deemed reasonable for all purposes. Customer also agrees that telephone or e-mail notification by Bank shall also be deemed reasonable if either of those methods is selected by Bank.
(c) The balance and the activity information that Customer obtains through the Business Online Banking Service are current as of the time the information is sent by Bank’s system to Bank’s service provider. Nonetheless, balance information may not reflect all current transactions due to delays in transmissions of data with segments of Bank’s system or updates of data between Bank and its service provider or between the service provider and the Customer. For example, there may be delay or lag between the time information is sent from Bank’s other data systems to a service provider and the time it is received at the Customer’s computer, and the information may change during that time delay. Some transactions are provisional, and these will be identified as current day transactions.
(d) Bank shall make good faith efforts to notify Customer in advance of any update releases or other changes in the existing Business Online Banking Service that may reasonably be expected to affect Customer’s use of the Business Online Banking Service.
(e) BANK DOES NOT WARRANT THAT THE BUSINESS ONLINE BANKING SERVICES WILL BE MERCHANTABLE OR SUITABLE FOR ANY INTENDED PURPOSE OF CUSTOMER, OR DOES NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ALL SUCH SERVICES ARE OFFERED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER, EXCEPT SOLELY AS MAY BE EXPRESSLY PROVIDED IN THIS SERVICE AGREEMENT.
5. Access to Business Online Banking Service. The Business Online Banking Service may be accessed through the use of an Internet-enabled device, an Internet Service Provider, and a “Company ID”, “User ID”, and password. The Business Online Banking Service generally will be available 24 hours per day, 7 days per week, except during times that Bank is performing maintenance, upgrades, or other services. Except as otherwise provided in this Disclosure, transactions entered in accordance with this Disclosure. will be processed on the Business Day they are received by Bank, provided that transactions received after any applicable Cutoff Time or at any time on a Saturday, Sunday, or Bank holiday will be processed on the next Business Day.
6. Authorized Users; Security.
(a) All transactions shall be effected by the System Administrator designated by the Customer or by a Subordinate User authorized by the System Administrator. Only the System Administrator can authorize or terminate the authorization of a Subordinate User. The System Administrator and all Subordinate Users shall be deemed to be Authorized Representatives of the Customer with respect to all transactions effected through the Business Online Banking Service.
(b) Bank will provide a Company ID, User ID and a temporary password to the System Administrator who shall use it to enter the Business Online Banking Service. The System Administrator will be prompted to change the password upon initial entry. System Administrator shall select a User ID and temporary password for each Subordinate User. Subordinate User shall enter the information provided by the System Administrator to access the Business Online Banking Service. He/she will be prompted to change the temporary password upon initial entry. BANK SHALL BE ENTITLED TO RELY ON THE APPARENT AND/OR IMPLIED AUTHORITY OF ANY PERSON WHO ACCESSES THIS SERVICE USING A VALID PASSWORD. EXCEPT TO THE EXTENT PROHIBITED BY LAW, CUSTOMER WILL INDEMNIFY BANK AND BANK’S AGENTS AND SERVICE PROVIDERS, AND HOLD EACH OF THEM HARMLESS FOR ANY LOSS OR EXPENSE CAUSED BY ANY PERSON WHO ACCESSES THE BUSINESS ONLINE BANKING SERVICE USING ANY PASSWORD ISSUED PURSUANT TO THIS SERVICE AGREEMENT.
(c) All users will be automatically prompted to change their password every ninety (90) days. (Note: In the event the System Administrator wants or needs to change their password they will need to contact the Support Center and Subordinate User would need to contact their System Administrator.)
(d) Service providers used by Bank may require additional sign-on protocols, user identifications and passwords as a condition to Customer’s access to certain of the Business Online Banking Services. Customer agrees to abide by any special terms and conditions imposed in connection with multi-level security requirements.
(e) Data transferred via the Business Online Banking Services is encrypted in an effort to provide transmission security. Notwithstanding efforts by Bank and its service providers to insure that the Business Online Banking Services are secure, Customer acknowledges and agrees that the Internet is inherently insecure and that all data transfers (including transfer requests, bill payment instructions and electronic mail) occur openly on the Internet. This means that the data transfers potentially can be monitored and read by others. Bank and its service providers cannot and do not warrant that all data transfers utilizing the Business Online Banking Services will not be monitored or read by others. Customer agrees not to use e-mail to transmit confidential information to Bank or its service providers. Bank and its service providers may disregard any e-mail from Customer or any of Customer’s employees, representatives or agents that seeks to accomplish a transfer to or from an Account or otherwise to transact on an Account.
7. Fees. Customer agrees to pay the fees assessed by Bank from time to time for Business Online Banking Services. The initial Fee Schedule for the Service has been provided to Customer in connection with establishing this Service. Bank may deduct and setoff any Business Online Banking Service fees, when due, from any account maintained by Customer with Bank from time to time.
8. Bill Payments; Funds Transfers; Foreign Exchange.
(a) If Customer and Bank agree on bill payment services as part of the Services, Customer agrees to be bound by any additional terms imposed by Bank and applicable to such Services, or, to the extent applicable, the other provisions of this Service Agreement regarding funds or wire transfers.
(b) The foreign exchange rate applicable to transfers denominated in currency other than United States Dollars shall be Bank’s selling rate for the designated currency at close of business on the day Bank receives the Customer’s instructions. If Customer becomes entitled to a refund as the result of a modification or cancellation of the instructions or otherwise, the exchange rate applicable to the refund shall be Bank’s buying rate for the foreign currency to be refunded at the close of business on the day Bank makes the refund.