Business Online Banking Agreement
The following information represents the Business Online Banking Agreement between you and Florence Bank (“Bank,” “we,” “our,” “ours,” “us”). This Business Online Banking Agreement, including any related Enrollment Form completed by a Business or Cash Management Company (“Enrollment Form”) and any applicable Service Agreement and other instructions and the terms and conditions contained herein relating to specific services that may be provided in connection herewith (collectively, this “Agreement”), sets forth the terms and conditions governing the provision of Business Online Banking and Cash Management services (“Services”) to you or anyone authorized by you (collectively, “Company,” “you,” “your,” “yours”) and describes your and our rights, responsibilities and obligations. The Enrollment Form and any subsequent maintenance forms are incorporated herein by reference and are made an integral part of this Agreement. By clicking the “I agree” button at the end of this Agreement and /or using one or more of the Services, you are electronically signing this Agreement, which shall be considered the same as your authorized written signature constituting your binding agreement to all of the terms, conditions, and notices contained or referenced in this Agreement. Bank, in its sole discretion, may not permit Company to use the Service until Bank has determined that Company has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of the Service, and until Bank has had a reasonable opportunity to review the Enrollment Form and activate the Service. In any event, Company agrees that the use by Company of any Service shall, without any further action or execution or acceptance of any documentation on the part of Company, constitute Company’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service as may be in effect as of the time of such usage, whether set forth in this Agreement, any applicable Service Agreement or otherwise prescribed by Bank. You acknowledge and agree that your account maintained with Bank is an integral part of the Services offered by Bank and that all transactions and Services initiated or processed pursuant to this Agreement are subject to the terms and conditions of the Account Agreement governing accounts in effect from time to time between you and Bank. The Account Agreement is expressly incorporated herein by reference. In the event of a conflict between the terms of this Agreement and those of any Enrollment Form, Service Agreement, Account Agreement, or User Guide, the terms of the Enrollment Form, Service Agreement, or User Guide, as applicable, shall govern and control with respect to the Service at issue. In order to activate this Service, you must have at least one Account with us linked to the Service.
Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and Bank, intending to be legally bound, do hereby agree as follows:
I.Definitions. The following terms and definitions apply when used in this Agreement.
“Account” or “Accounts” means one or more checking, savings, money market deposit or loan account that you have with us for business use.
"Account Access" means your ability to access account and transaction information on Accounts and transfer funds between Accounts through the Internet.
"Account Agreement" means the agreement between you and us that governs the use of your Account including the business deposit account agreement, any funds availability agreement, electronic funds transfer agreement or disclosure, line of credit agreement, and our schedule of fees and charges.
“Bill Payment” or “Payment” means the remittance of funds, initiated through Business Online Banking, from a Bill Payment Account to a Payee.
"Bill Payment Account" means the Account(s) you have authorized us to debit for payment made to Payee(s) in connection with Business Online Banking.
"Bill Payment Service" means our service that allows you to pay or transfer funds to designated Payees based upon your instructions to us via electronic device.
“Business Day(s)” means 8 a.m. to 5 p.m. Monday through Friday. Federal Holidays are not included. Some online transaction deadlines may vary from this definition.
“Cash Management Company” means a Company that has been designated as a Cash Management Company in the Enrollment Form.
“Business Online Banking” or “Service” means the service(s) described in this Agreement.
“Electronic” means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.
“Electronic Device” means personal computer (including any personal data assistant or other wireless access device) and/or a Mobile Device that meets the requirements for use of Business Online Banking.
“Mobile Device” means a device that is mobile, including but not limited to a mobile phone, smartphone, tablet, any personal data assistant or other wireless device.
“Password” means the confidential identification number or other code assigned to you by us or selected by you for identification purposes in connection with the use of our Business Online Banking.
“Payee” means any individual, financial institution, educational institution, company, merchant or other entity you wish to pay using Business Online Banking.
“Transfer” means a transfer of funds, initiated through Business Online Banking, from one eligible account to another.
“User Guide” or “Operating Instructions” means the help pages within Business Online Banking or any of the document(s) provided by Bank to Company in conjunction with a specific Service selected by Company that further defines the Service or any requirements related to the Service.
Other definitions may be set forth elsewhere in this Agreement.
II.Setup and Use of Business Online Banking.
A. Eligibility. You must have at least one eligible deposit or loan account with us. If you have more than one account or other relationship with us, we will "link" the relationships together upon your request. You must designate, or Bank will designate a User ID which will be required to gain access to the Service. Prior to your first use of Business Online Banking, Bank may assign a Password (the User ID and Password collectively are referred to as the “Access Codes”), required to gain access to Business Online Banking. If Bank assigns a password, the Business Online Banking system will require you to change your Password the first time that you use the system.
B. Security Procedure. The use of the Access Code is a security procedure established by Bank to authenticate the identity of the person attempting to gain access to the Service. The security procedure is not designed for the detection of errors. You acknowledge and agree that it is your responsibility for changing your Access Code on a regular basis. We may require you to change your Access Code from time to time for security reasons. You should keep your Access Code in a secure location. Any person having access to your -Access Code will be able to access these Services and perform all transactions, including reviewing Account information and making Transfers to other Accounts and to other persons. You are responsible for safeguarding the Access Codes. Providing these Access Codes to another person effectively constitutes a grant of authority to access your accounts.
1. You acknowledge and agree that Bank’s Security Procedures are commercially reasonable. You agree to comply with the Security Procedures, including any other Security Procedures that Bank directs you to use, either by written notice, by posting on Bank’s web site or other electronic means, or any other way Bank deems appropriate, and you acknowledge and agree that such Security Procedures, including (without limitation) any code, password, personal identification number, user identification technology, token, certificate, or other element, means, or method of authentication or identification (collectively are referred to as “Security Devices”) used in connection with another Security Procedure, constitute commercially reasonable security procedures under applicable law for the initiation of the Services Company utilizes, including without limitation, transfers and access to confidential Company information. Any Security Devices issued in connection with the Security Procedures set forth herein are the property of Bank and are to be returned upon cancellation or termination of this Agreement. You authorize Bank to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us, according to notification procedures prescribed by us, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than you and until we have had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction or instructions using applicable Security Procedures constitutes sufficient authorization for Bank to execute such transaction or instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to this Agreement or your deposit account maintained with Bank, and Company agrees and intends that the submission of transaction and instructions using the Security Procedures shall be considered the same as your authorized written signature in authorizing us to execute each such transaction or instruction. You acknowledge and agree that you shall be bound by any and all transactions initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law. You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or transaction initiated hereunder, and that you bear the sole responsibility for detecting and preventing such error.
2. You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential. You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. You also agree that Users shall not share Security Devices with each other. Where you have the ability to change or modify a Security Procedure from time to time (e.g., a Password or User ID), you agree to change Security Procedures frequently in order to ensure the security of the Security Device. You agree to notify us immediately, by calling our Customer Service Center at (413) 586-1300 or (800) 644-8261, if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to an authorized person(s) or if you believe that any transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD BANK HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS OR EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES, CAUSED BY YOUR, YOUR EMPLOYEES’, OR AGENTS’ FAILURE TO KEEP THE SECURITY PROCEDURES OR SECURITY DEVICE CONFIDENTIAL AND SECURE.
3. You agree to notify us immediately, according to notification procedures prescribed by us, if the authority of any authorized user(s) shall change or be revoked. You shall recover and return to us any Security Devices in the possession of any of your User(s) whose authority to have the Security Device has been revoked.
4. We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in our discretion. We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.
5. Additional Security Procedures are provided for your protection and meet or exceed the standards for multifactor authentication.
C. Users and Administrators.
1. If you are not a Cash Management Company, all Users must be an authorized signatory on the account.
2. If you are a Cash Management Company, you agree to appoint and designate an administrator (the "Administrator") who will be authorized and responsible for creating and maintaining subsequent User IDs, Passwords and tokens on your behalf, including assigning and revoking access privileges for persons to use the Service, (“User”), including setting limits for initiating certain transactions and providing new and subsequent Security Devices to those Users.
3. Company understands that the Administrator has the capability of providing administrative privileges identical to that of the Administrator to any User, including the ability to create and maintain subsequent User accounts and assigning and revoking access privileges. If these privileges are granted by the Administrator to a User, that User will also be considered an Administrator. Company will be required to use the Security Device each time it accesses the Services.
4. Company acknowledges that any Administrator shall have the ability to control security levels such as Service access and Service transaction limits, including without limitation the ability to assign dollar amount limits to transfers of funds. You also agree that the Administrator or any User shall also have the authority on behalf of Company to electronically accept and approve any and all agreements and amendments to agreements by and between Bank and Company, including but not limited to this Agreement.
5. It is Company’s responsibility to notify Bank whenever the Administrator leaves Company’s employ or Company changes the designation of the Administrator. Bank may rely on all designations until it has received written notification of the revocation of a designation and has a reasonable time to act on such notification. Whenever any User or Administrator leaves Company, it is Company’s responsibility through the Administrator to terminate that User’s access to the Services.
D. Access. Services are generally accessible 24 hours a day, seven days a week, except that the Services may be inaccessible for a reasonable period on a daily basis for system maintenance. We are not liable under this Agreement or any applicable Service Agreement for failure to provide access due to a system failure, system maintenance or due to other unforeseen acts. We may modify, suspend, or terminate access to the Services at any time and for any reason without notice or refund of fees you have paid. Bank may change the terms and conditions of this Agreement or any applicable Service Agreement from time to time to conform with changes or advancements in our services, or as required by law or regulation. All such changes will be made according to the procedures outlined in Article VII. Use of Business Online Banking after the effective date of such changes will constitute your consent to the changes.
E. Equipment Requirements. In order to use the Services, you must first obtain your own electronic device with Internet connection capability and related equipment (the “Hardware”). You also must provide the type of Internet access required by the Hardware and or Software. Once the Hardware has been properly connected and any required Internet access has been established, you will be able to access the Services’ website. You are and will remain solely responsible for the purchase, hookup, installation, loading, operation and maintenance of the Hardware, Software, and the Internet access service to your Electronic Device, and for all related costs. You are solely responsible for virus protection and maintenance of your Electronic Device. Bank shall have no responsibility for failures, interruption or other defects in the Services, which are occasioned by incompatible, improperly installed or improperly maintained hardware and software. Bank may add to, modify, or replace software programs used in conjunction with providing the Services under this Agreement or any Service Agreement at its sole discretion and without notice, provided Services rendered to you are not substantially negatively affected or obligations altered. From time to time Bank may deem it necessary to hold training or retraining classes for you. You agree that you will require appropriate personnel to participate in such training.
III. Business Online Banking Services.
Services offered include, but are not limited to: view accounts, obtain account balances, view check copies, make transfers between Accounts you may have with us, make loan payments, make payments to a payee from your Account(s) (“Bill Payment Service”), receive eBills, suspend/release debit card, temporarily increase debit card limit, reorder a debit card, enroll for eDocuments, place stop payments on checks, send email messages to us, create alerts, access via mobile app, originate ACH entries*, submit wire transfers*, positive pay/account reconciliation* and line of credit advances*.
*You must execute the applicable Service Agreements to use these services.
These activities are limited to the extent noted herein and in the agreements governing your various accounts with us. Your ability to transfer funds from savings and money market deposit accounts are subject to the limitations described herein and/or in the applicable account agreements. You should refer to these agreements for restrictions and service charges.
Bank may introduce new online services from time to time. By using these Services when they become available, you agree to be bound by the terms and conditions contained in this Agreement or separate agreements covering these Services. We reserve the right to determine your eligibility for any product or service.
In most cases you may use Business Online Banking to gain access to deposit accounts in which you have an unrestricted right to withdraw funds. However, Bank, as it may determine at any time and from time to time in its sole discretion, may deny Business Online Banking account access, restrict Business Online Banking account transactions, or place limits on the specific dollar amount of funds that may be withdrawn or transferred from any account.
IV. Additional Information about the Services.
A. Account Transfers. Transfers from your Account will be deducted on the date that you instruct us to process them, subject to processing times detailed in section B below. We may refuse to act on your Transfer instructions if sufficient funds, including funds available under any overdraft protection plan, are not available in your Account on the date you want us to make the Transfer.
B. Processing Fund Transfers. A transfer may be processed at any time for immediate processing except for Transfers to pay a loan. Transfers to pay a loan made after 7:00 pm EST, on a weekend, or a federal holiday will be posted to your account the next business day. This may result in payment after the due date creating a late charge. Immediate transfers occur once you click the “Confirm” button. The transaction cannot be cancelled or stopped. If you schedule a Transfer for a future date, we will process the transaction on the date you specified. You are fully obligated to provide to us sufficient funds for any transfers you make or authorize to be made. If we complete a transfer that you make or authorize and we subsequently learn that you have insufficient funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other deposit account(s) you have with us to the extent permissible by the applicable law and the terms of any other relevant agreements.
If there are insufficient funds in your Account to make a Transfer, we may refuse to make the Transfer or we may make the Transfer or Payment and overdraw your Account. In either event, you are responsible for any overdraft charges that may apply.
C. Limitations. Your use of these Services is subject to the following limitations:
1. Dollar Amount. There may be a limit on the dollar amount of the transactions you can make using these Services. Security reasons limit the dollar amount of transactions and these limits are subject to change from time to time. Transfers can only be made with U.S. currency.
2. Frequency. In addition to the Federal banking regulations that restrict the number of transfers and withdrawals, there may be limits on the number of transactions you can make using these Services. These limits are for security reasons and are subject to change. Additional limitations may be contained in this Agreement or the applicable Service Agreement. Your ability to initiate transactions may also be limited by the terms of other agreements you have with Bank or by applicable law.
3. Canceling Transfers. You may cancel a pending Transfer via Business Online Banking no later than 11:59PM the day prior to the scheduled Transfer date.
D. E-Mails. Bank will not immediately receive e-mail that you send. Therefore, you should not rely on e-mail if you need to communicate to Bank immediately. For example, to report an unauthorized transaction from one of your accounts, you should contact Bank immediately by calling the Customer Service Center at 413-586-1300 or 800 644 8261. Bank will not take actions based on your e-mail requests until Bank actually receives your message and has a reasonable opportunity to act.
E. Bill Payment Service. A $25,000 per transaction limit applies. Please see the Bill Pay Terms of Service for additional restrictions.
F. Stop Payments. Stop Payment Services under Business Online Banking enables you to electronically issue stop payments on checks you have issued. Unless otherwise specified in any applicable Service Agreement or Operating Instructions, any stop payments which Company places on a check drawn on an Account that is the subject of this Service or is otherwise related to this Service shall be placed in accordance with Bank's normal stop payment procedures and provisions for other accounts in effect at that time. Company acknowledges that Stop Payments may not be placed on any items other than checks issued by Company. Any Stop Payments on ACH debits must be placed by calling our Customer Service Center at (413) 586-1300 or (800) 644-8261.
V. Parties’ Responsibilities.
A. Your Responsibility
1.Physical and Electronic Security.
i. You are solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control. We are not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an online system. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and Bank is not responsible for any damage to your computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems. Bank is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems.
ii. You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” or “pharming”). You agree to educate your representative(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. You acknowledge that Bank will never contact you by e-mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information. In the event you receive an e-mail or other electronic communication that you believe, or have reason to believe, is fraudulent, you agree that you shall not respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail. To the extent allowed by law, you agree that Bank is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or internet fraud.
iii. In the event of a breach of the Security Procedure, you agree to assist Bank in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing Bank or Bank’s agent access to your hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. You further agree to provide to Bank any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party. Your failure to assist Bank shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by Bank.
2. Reporting Unauthorized Transactions. You should notify us immediately if you believe your User ID or Password have been lost or stolen, that someone has gained access to the Security Device, or that someone has transferred or may transfer money from your Account without your permission or if you suspect any fraudulent activity on your Account. To notify us, contact our Customer Service Center at 413 586 1300 or 800 644 8261 during a Business Day.
3. Duty to Inspect. You shall inspect all transaction history and other material evidencing the output of the Service(s) performed by Bank. You must report all errors to Bank for Services performed and indicated in the transaction history and other material evidencing the output of the Service(s) or otherwise reported to you daily by the close of business on the business day following the day on which the Service(s) is rendered. You must report all other errors within a reasonable time not to exceed thirty (30) days from the date that the error is made. Failure of you to promptly report errors within such specified time shall preclude you from asserting against Bank any claims arising from the error or any loss caused by the error.
4. Data and Information Supplied by You. You shall transmit or deliver data and other information in the format and on the media as provided for in the Service Agreement and the Operating Instructions if applicable or as otherwise required by Bank in conjunction with rendering the Service(s) selected by you. You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. You acknowledge and agree that Bank shall not examine the data for correctness and Bank shall not have any responsibility for detecting errors in the data transmitted by you. The data transmitted by you must be legible, correct and complete. Bank shall not process, and Bank shall not be liable to you for failure to process, the data if it is not in the format specified by Bank or if the data is incomplete. Bank shall not be liable for errors or omissions caused by data that is rejected as the result of your failure to provide the data in accordance with the standards specified in the Agreement or any applicable Service Agreement and the Operating Instructions.
5. Financial Information. Bank may from time to time request information from you in order to evaluate a continuation of the Service(s) to be provided by Bank hereunder and/or adjustment of any limits set by this Agreement. You agree to provide the requested financial information immediately upon request by Bank, in the form required by Bank. If you refuse to provide the requested financial information, or if Bank concludes in its sole discretion that your credit risk is unacceptable, Bank may terminate the Service according to the provisions hereof. You authorize Bank to investigate or reinvestigate at any time any information provided by you in connection with this Agreement or any Services and to request reports from credit bureaus and reporting agencies for such purpose.
6. Payment for Services. You agree to pay Bank the fees established by Bank for rendering the Services under the terms of this Agreement and any applicable Service Agreement as set forth in our current Business Fee Schedule. Depending on which services you subscribe to through Business Online Banking, you will be charged the applicable fees as set forth in our Business Fee Schedule hereby incorporated by reference and made a part hereof. Once you have subscribed, you will be charged the applicable Fee(s) whether or not you use Business Online Banking.
7. Use of Services. You will use the Services only for your own internal business use in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, you agree not to make the Services available or allow use of the Services in a computer bureau service business, timesharing, or otherwise disclose or allow use of the Service by or for the benefit of any third party. FURTHER, YOU REPRESENT AND WARRANT THAT NONE OF THE ACCOUNTS HAVE BEEN ESTABLISHED OR ARE BEING OR WILL BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND THAT YOU ARE NOT A "CONSUMER" UNDER REGULATION E – ELECTRONIC FUNDS TRANSFER ACT (HEREIN, "REG. E").
B. Bank’s Responsibilities. Bank agrees to use ordinary care in rendering Services under this Agreement and any applicable Service Agreement. You recognize and agree that ordinary care does not mean error free. You agree to pay all attorneys’ fees, costs and expenses Bank may incur in collecting any sums you owe to Bank for overdrafts, service charges or otherwise or in enforcing any rights Bank may have under the terms of this Agreement and any applicable Service Agreement or applicable law, rule or regulation applicable to your account(s) or the Services rendered by Bank under this Agreement and any applicable Service Agreement. You also agree to pay all attorneys’ fees, costs and expenses that Bank may incur as the result of defending any claim or action made against Bank by you or on your behalf where Bank is found not to be liable for such claim. In no event shall Bank be liable to you for attorneys’ fees incurred by you in any action brought by you against Bank.
Our sole responsibility for an error in a transfer will be to correct the error. Without limiting the generality of the forgoing, we will not be responsible for the following matters, or for errors or failures of our Services as result of:
1. Access. We will not be liable under this Agreement or any applicable Service Agreement for failure to provide access or for interruptions in access to our Services due to a system failure, system maintenance or due to other unforeseen acts or circumstances.
2. Your Computer Equipment & Your Software. We will not be responsible for any errors or failures from any malfunction of your computer or any computer virus or other problems related to your computer equipment used with our Services.
We are not responsible for any error, damages or other loss you may suffer due to malfunction or misapplication of any system you use, including your browser, your Internet service provider, your financial management or other software, or any equipment you may use (including your telecommunications facilities, computer hardware and modem) to access or communicate with the Business Online Banking.
Bank has reasonable cause not to honor any Transaction or instruction that: (a) exceeds your collected and available funds on deposit with Bank; (b) is not in accordance with any condition indicated by you and agreed to by Bank; (c) Bank has reason to believe may not be authorized by you; (d) involves funds subject to hold, dispute, or legal process preventing their withdrawal; (e) would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (f) is not in accordance with any other requirement stated in this Agreement and any applicable Service Agreement or any Bank policy, procedure or practice; or, (g) for the protection of Bank or you.
Either you or Bank may terminate this Agreement, any applicable Service Agreement, and your Business Online Banking Services at any time upon giving written notice to the other party. If you terminate Business Online Banking, you authorize Bank to continue making transfers you have previously authorized and continue to charge monthly fees until such time as Bank has had a reasonable opportunity to act upon your termination notice. Once Bank has acted upon your termination notice, Bank will make no further transfers from your accounts, including any transfers you have previously authorized. If Bank terminates your use of Business Online Banking, Bank reserves the right to make no further transfers from your accounts, including any transactions you have previously authorized.
Notwithstanding the foregoing, Bank may immediately terminate this Agreement and/or any applicable Service Agreement without notice if, (a) you do not use Business Online Banking for an extended period of time, (b) you or we close your Account(s), (c) in Bank’s sole discretion, Bank determines that you have abused Business Online Banking or Bank believes that it will suffer a loss or other damage if the Agreement and/or applicable Service Agreement is not terminated.
Bank’s election to terminate this Agreement and/or any applicable Service Agreement is in addition to any and all other remedies that may be available to Bank and will not affect any obligations you may have to Bank. Any reinstatement of the Service under this Agreement and/or any applicable Service Agreement will be at Bank’s sole discretion and must be agreed upon in writing by an authorized representative of Bank.
Upon termination of this Agreement and/or any applicable Service Agreement, any property or rights of a party in the possession of the other party, tangible or intangible, shall be returned to owner thereof within thirty (30) days after the later to occur of (i) termination of the Agreement and/or any applicable Service Agreement or (ii) the last date that such party receives any such property or rights.
Upon termination of this Agreement and/or any applicable Service Agreement, (i) you will promptly pay to Bank all sums due or to become due under this Agreement and/or applicable Service Agreement, (ii) you shall have no further right to make use of the Service or any system or software which may have been provided in connection with the Service.
VII. Changes in Terms and other Amendments.
Bank may amend the terms of this Agreement and any applicable Service Agreement and alter, change, or modify the Services provided under the terms of this Agreement and any applicable Service Agreement (including the fees and charges for Services listed) or any supplemental agreement at any time in its sole discretion by giving written notice to you. We may deliver to you any required disclosures and other notices concerning these Services or your Accounts by email or other appropriate electronic means in accordance with Bank’s E-Sign Agreement. If required by agreement or by applicable law, notice will be given for the required applicable number of days in advance of such amendments. Your continued use of the Services shall constitute your agreement to such amendment. No amendments requested by you shall be effective unless expressly agreed to in writing by Bank.
VIII. Other Provisions.
A. Ownership of Website. The content, information and offers on our website are copyrighted by us and the unauthorized use, reproduction, linking or distribution of any portions is strictly prohibited. You agree not to copy, display, distribute, download, license, sub-license, modify, publish, repost, reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or business purposes, the information and materials on the sites, except as provided in this Agreement, without our express written permission. Unless otherwise noted, all other trademarks, service marks, and logos used on Bank’s Business Online Banking sites are the trademarks, service marks or logos of Bank, or others as indicated.
B. Geographic Restrictions. The Services described in this Agreement and any Enrollment Form for credit and deposit services available at our web site are solely offered to citizens or residents of the United States of America residing within the United States of America, or companies doing business in the United States of America. Citizens or residents may not be able to access these Services outside the United States of America.
C. Contact Information. In case of questions about your electronic transactions contact our Customer Service Center during a Business Day at (413) 586-1300 or (800) 644-8261. Or contact us in writing at:
Attn: Customer Service Center
85 Main Street
Florence, MA 01062
D. Effective Dates. The effective date of this Agreement shall be the date you click the “I Agree” button relating to this Agreement within Business Online Banking.
E. Internet Disclaimer. For any Service(s) described in the Agreement utilizing the Internet, Bank does not and cannot control the flow of data to or from Bank's network and other portions of the Internet. Such flow depends in large part on the performance of Internet Services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). Bank cannot guarantee that such events will not occur. Accordingly, Bank disclaims any and all liability resulting from or related to such events and in no event shall Bank be liable for any damages (whether in contract or in tort) that are attributable to the public Internet infrastructure, your ability to connect to the Internet, or Bank's ability to connect to the Internet on your behalf.
F. Limitation of Liability.
1. YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO YOU UNDER THIS AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH.
3. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN “AS IS” BASIS.
4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.
5. BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE.
G. Compliance with Laws, Rules, and Regulations. You agree to comply with all existing and future instructions used by Bank for processing of transactions. You further agree to comply with and be bound by all applicable state or federal laws, rules and regulations affecting the use of checks, drafts, fund transfers, and ACH transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission (FTC), the Board of Governors of the Federal Reserve, the National Automated Clearing House Association (NACHA) and any other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound. These laws, procedures, rules, regulations, and definitions shall be incorporated herein by reference.
H. Relationship of Parties. You and Bank acknowledge and agree that the relationship of Bank and you under this Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between them.
I. Force Majeure. Bank shall not be responsible for any liability, loss, or damage resulting from Bank's failure to perform any Service or to perform any other obligations under this Agreement and any applicable Service Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or third parties and their personnel; criminal acts; or generally any cause reasonably beyond Bank's control.
J. Indemnification. In addition to other indemnification and liability provisions elsewhere in this Agreement and any applicable Service Agreement, to the fullest extent allowed by law, you will be liable for, hold harmless, and will defend and indemnify Bank, and its officers, directors, shareholders, agents, employees, and affiliates from and against all claims of any sort by third parties or others arising out of this Agreement and any applicable Service Agreement, including all losses, costs and expenses (including attorneys’ fees) incurred by Bank arising out of your failure to report required changes, transmission of incorrect data to Bank, or failure to maintain compliance with all laws, regulations and rules. Except for those losses caused directly by Bank’s failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) arising from or related in any way to (i) any Services performed in connection with this Agreement, (ii) Bank’s action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Bank to be an authorized representative of you or Authorized User, (iii) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Agreement and any applicable Service Agreement, and/or (iv) your breach of applicable laws, rules or regulations.
K. ARBITRATION AND WAIVER OF JURY TRIAL. YOU AND BANK AGREE THAT THE TRANSACTIONS PROCESSED UNDER THIS AGREEMENT OR ANY SERVICE AGREEMENT INVOLVES “COMMERCE” UNDER THE FEDERAL ARBITRATION ACT (“FAA”). ANY CONTROVERSY OR CLAIM BETWEEN YOU AND BANK, OR BETWEEN YOU AND ANY OF BANK’S OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTITIES, THAT ARISES OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS AGREEMENT OR ANY SERVICE AGREEMENT, WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT (COLLECTIVELY, ANY “CLAIM”), WILL BE SETTLED BY BINDING ARBITRATION UNDER THE FAA. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (“THE ARBITRATION RULES”). IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) YOU WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL;(B) YOU WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) YOU WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE; (D) THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; (E) THIS AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY EXIST BETWEEN YOU AND BANK. THIS AGREEMENT TO ARBITRATE DISPUTES WILL SURVIVE THE CLOSING OF YOUR ACCOUNT AND THE TERMINATION OF THIS AGREEMENT OR ANY SERVICE AGREEMENT.
L. Governing Law. These terms and conditions of this Agreement and any applicable Service Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions, and applicable federal law.
M. Enforcement. In the event a dispute arises under this Agreement, the prevailing party shall be entitled, subject to applicable law, to payment by the other party of its reasonable attorney’s fees and costs, including fees for any arbitration, appeal, or bankruptcy proceedings, and any post-judgment collection actions, if applicable. If there is a lawsuit, you agree that it may be filed and heard in the Commonwealth of Massachusetts, if allowed by applicable law.
N. Miscellaneous Provisions.
1. Headings. The headings and captions contained in this Agreement and any applicable Service Agreement are included only for convenience of reference and do not define, limit, explain, or modify this Agreement and any applicable Service Agreement or its interpretation, construction, or meaning.
2. Severability. The holding of any provision of this Agreement and any applicable Service Agreement as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Agreement and any applicable Service Agreement, which shall remain in full force and effect.
3. Waiver. No waiver by Bank (whether or not in writing) of any term, condition, or obligation of you under this Agreement and any applicable Service Agreement shall bind Bank to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver.
4. Binding Effect. This Agreement and any applicable Service Agreement shall inure to the benefit of and be binding upon the successors, trustees, and permitted assigns of the parties hereto.
5. Entire Agreement. This Agreement and any applicable Service Agreement constitute the entire agreement between the parties hereto concerning the subject matter hereof. All contemporaneous agreements or understandings concerning the subject matter hereof, whether oral or written, are merged into this Agreement.
6. Transfers and Assignments. You cannot transfer or assign any rights or obligations under this Agreement and any applicable Service Agreement without Bank's written consent. Bank may assign its rights and delegate its duties under this Agreement and any applicable Service Agreement to a company affiliated with Bank or to any other party.
BY CLICKING ON THE “I AGREE” BUTTON RELATING TO THIS AGREEMENT WITHIN BUSINESS ONLINE BANKING, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THAT YOU ACCEPT THIS AGREEMENT WITHOUT MODIFICATION, AND THAT YOU WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT JUST AS IF YOU SIGNED THE AGREEMENT. YOU AGREE TO THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT AND SUCH TERMS AND CONDITIONS AS MAY BE AMENDED IN THE FUTURE.