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The terms of this Master Online Banking Agreement consist of this cover page, the Additional Terms and Conditions to Master Online Banking Agreement, any Client representation regarding external financial institution accounts "Client Representation”, any addendum to this Master Online Banking Agreement, whether one or more, and any additional or supplemental addenda, schedules or amendments which are incorporated by this reference (collectively the "Agreement"). This Agreement relates to one or more Online Banking Accounts.
This cover page contains terms which are in addition to the Additional Terms and Conditions, attached.
Definitions. "We", "us", "Compeer" or "Association" means Compeer Financial, ACA and its subsidiaries, Compeer Financial, FLCA and Compeer Financial, PCA, "Governing Documents" means certain legal documents evidencing and securing loan(s), and/or lease(s) or other legal documents with us related to insurance, investment bonds, financial services, funds held or other activities.
Transfer Transaction Types and Limitations. You may use Online Banking, our Mobile Device App, and your Mobile Device Web Browser to access your Accounts, subject to any out of band or other authentication requirements, to:
1. view or inquire regarding your Association Accounts;
2. make a payment to your Association Accounts from an External Fl Account;
3. disburse proceeds of your Association Accounts for eligible purposes to an External Fl with whom you maintain one or more External Fl Accounts;
4. transfer amounts between your Accounts with us and AgriBank, FCB;
5. modify or terminate any of your External Fl Account Transfer Transactions; and
6. direct payment for eligible purposes from your eligible revolving loan using Bill Payment service.
If you sign up for SMS Text Messaging transactions, you may use SMS Text Messaging to:
1. Receive balance information for available Accounts;
2. Receive limited transaction history for available Accounts; and
3. Change your Personal Identification Number (PIN).
You may be required to provide additional information to us or enter into additional agreements to activate some of the transfer types disclosed above. We reserve the right to terminate or suspend Online Banking access privileges for all Accounts applicable to a Customer Number if any Account under that Customer Number becomes delinquent, is declared to be in default, becomes subject to litigation or other court proceedings, is restructured, or is accessed in violation of applicable law or this Agreement. We will make a reasonable attempt to notify you if your Online Banking access is terminated or suspended for any reason.
Electronic Transfer Transactions with Third Party Fl Accounts. By entering into this Agreement, you hereby authorize electronic Transfer Transactions to or from your External Fl Account(s) according to your instructions. You understand that you may be required to provide additional documentation or authentication or enter into additional agreements regarding such transactions before to initiate your ability to make such transfers.
Contacting Us. If you believe your Password has been lost or stolen or that someone has transferred or may transfer money from your Account without your permission, or if you need to contact us regarding any other
Transfer Transaction, contact us immediately at:
• Phone: 1-800-705-6603
• or write:
Attn: Compeer Compass - Client Service Center 1921Premier Drive
Mankato, MN 56001
• Email: [email protected]
See attached Additional Terms and Conditions to Master Online Banking Agreement.
Additional Terms and Conditions to Master Online Banking Agreement
A. Additional Definitions. In addition to the definitions contained on the first page of this Agreement, the following terms have the meanings provided below. "You" means the Client or Authorized User of the Services, as applicable. "Client" means the person accepting this Agreement. "Accounts" means one or more loan accounts of the Client with the Association that are evidenced by the Governing Documents. "ACH" means automated clearinghouse transactions. "Authorized User" means any person to whom Client has granted access to the Services or to whom Client provided Clients Password. "Consumer" has the meaning given in Section 6 of this Agreement. "Customer Number" or "CIF Number" means the unique identifier number assigned to a customer holding an Account or an External Fl Account. "Dual Control Authorization" means your ability to have any Transfer Transaction subject to the approval of both the person initiating the Transfer Transaction and another Authorized User prior to the Transfer Transaction being initiated by us. "EFTA" means the Electronic Funds Transfer Act. "External Fl" means a bank or other financial institution (other than us) at which you have one of more deposit or loan accounts. "External Fl Account(s)" means deposit or loan accounts owned by the Client that are held by third party financial institutions and that may be accessed by electronic means for purposes of initiating and completing Transfer Transactions. "Online Banking" or "Service(s)" means all the various online services available to the Client and Authorized Users for purposes of making Transfer Transactions and all additional services to which Client may subscribe. The Services may change and Services may be added or removed from time to time. "Mobile Device" means a compatible and supported mobile telephone, smart phone, tablet computer or similar compatible and supported computer or telecommunications devices that are used in connection with the Services. "Mobile Device App" means the software application provided by us for purposes of accessing th e M obil e Services through your Mobile Device. "Mobile Device Web Browser" means the Internet web browser that is installed on your Mobile Device. "Mobile Services" means the Services that are accessed through use of the Mobile Device App or your Mobile Device Web Browser. "Online Banking" means the Services that are access through the Website. "Rules" has the meaning given in Section 1.B. below. "Transfer Transactions" means all electronic funds transfers to Clients
Accounts or from Clients Accounts provided through the Website or through our Client Service Center, including, without limitation, ACH transfers and wire transfers. "Website" means the online banking website made available by the Association to the Client and located at www.compeer.com.
B. Use. Your use of Online Banking is subject to this Agreement and also to the following, which are considered part of this Agreement, and all which are collectively referred to in this Agreement as the "Rules" - the terms or instructions appearing on a screen when using the Service;
• our rules, procedures and policies, as amended from time to time, that apply to the Services and each Account;
• the terms of any supplemental agreements;
• the then-current rules and regulations of any funds transfer system, automated clearinghouse, payment system or wire transfer network or other third party service provider ("Payment System") rules used in connection with an Account; and state and federal laws and regulations, as applicable.
Your use of Online Banking represents your consent and confirmation of your ability to receive notices that we may provide in an electronic format. Your use of Online Banking is conditioned on your acceptance of all terms of this Agreement.
C. Governing Documents. In addition to this Agreement, as our Client you have entered into Governing Documents related to your Accounts. This Agreement, and the financial or other legal relationship between you and us, shall be and remain subject to the terms and conditions of the Governing Documents, except to the extent specifically provided to the contrary in this Agreement.
D. Electronic Disbursement. At your request, subject to any required authentication, either directly or through our service provider, which may be AgriBank, FCB or another provider, we will electronically transfer funds to an Account you have identified, an External Fl Account owned by you that you have identified, or to an External Fl Account of some other person or entity you have identified. Any amount disbursed by us will be charged as a disbursement from the Account you specify. All such disbursements will be treated and repaid in accordance with the terms and conditions of the Governing Documents.
E. Preauthorized Electronic Transfer Transactions. We will, subject to any required authentication, at your request, electronically transfer funds from your External Fl Account to an Account you specify. To initiate such a Transfer Transaction, you must provide us with authorization to make a transfer together with specific Transfer Transaction information and information regarding the External Fl Account each time that you request a specific Transfer Transaction. That information is specified herein and subject to the terms and conditions of this Agreement.
A. Use. You authorize us to provide electronic access to your Accounts through Online Banking, and you agree that you or your Authorized Users must have a user name, password and personal identification number (collectively, "Password") and any other required authentication software/hardware that may be communicated or provided by us to you and software as described on this Website. Each time you use Online Banking, your use constitutes your continuing agreement to use Online Banking according to this Agreement and for you and your Authorized Users to be legally bound by all its terms, as these terms are now or as they may change in the future. You agree:
• To use Online Banking only for those Accounts for which you have authorized access and use.
• To use Online Banking to perform authorized Transfer Transactions only in accordance with this Agreement, applicable laws, our procedures, and the Rules.
• To comply with any user requirements as they may be provided by us.
• To promptly pay all fees and charges that may apply to your use of Online Banking either now or in the future (presently, basic Online Banking is free but certain advanced or special services do have fees). You agree that we may charge your Account for the amount of any fees incurred related to Transfer Transactions.
• To remain bound by the terms and conditions of all of your Governing Documents, and these Governing Documents shall not be changed by any Online Banking Transfer Transaction and without our express written consent.
• All terms of this Agreement shall apply to every Online Banking Transfer Transaction, to the extent applicable.
• Electronic funds transfers shall be requested only by Client or Authorized Users. You agree that Authorized Users are authorized to conduct Transfer Transactions for all Accounts and External Fl Accounts. You agree that Authorized Users have your full authority to conduct Transfer Transactions of all types permitted for your Accounts.
• You will establish appropriate security procedures for accessing Online Banking and the Mobile Services and will comply with applicable security procedures required by us.
• We shall have full authority to act without question on any Transfer Transaction request for any Account or External Fl Account if the security procedures for that Account or External Fl Account have been satisfied.
• Except to the extent otherwise provided by the EFTA, our disbursement is complete, and you are irrevocably obligated to repay a disbursed amount according to the Governing Documents, when we initiate an Online Banking Transfer Transaction specified in your instructions and the receiving external financial institution accepts the Transfer Transaction.
• Except to the extent otherwise provided by the EFTA and the Rules, once the External Fl accepts outgoing transferred funds, your only recourse is with the External Fl.
• We are not liable for loss or damage if a company or person does not accept your drafts for any reason, including error or omission on our part.
• We are excused from delay in actin g, or not actin g, on your Transfer Transaction inst ructions when our delay or inaction is due to legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions, disruptions in the internet, in the Payment Systems or in the Online Banking service or due to any other circumstances beyond our control (individually or together a "Force Majeure ").
• No instructions limiting our acceptance of your Online Banking Transfer Transactions shall be binding upon us unless we have previously agreed to them in writing.
• We have complete discretion to select the means for transmission of your Online Banking request and we will make reasonable commercial efforts to give effect to your Online Banking Transfer Transaction request, but we do not guarantee results.
• We are not responsible for incoming Online Banking Transfer Transactions until settlement has occurred and the External Fl has provided us proper External Fl Account information allowing us to properly post the Transfer Transaction to your Account.
• If any Transfer Transaction requiring prompt completion cannot be made or concluded through Online Banking or the Client Service Center, you should contact us in the manner indicated on the cover page.
• Neither you nor any Authorized User will use the Services for fraudulent purposes or with intent to commit fraud or to gain unauthorized access to the accounts of others.
• You are the legal owner of the Accounts and the Third Party Fl Accounts and that you are authorized to access all of the information that may be accessed through the Services.
• All of the information you provide to us in connection with the Services is accurate, current and complete, and that you have the right to provide such information to us.
• You have not and will not misrepresent your identity or your Account information to us or any other person or entity.
• You will keep your Account information current and up to date.
• You will not use the Services to infringe the copyrights, trademarks or other intellectual property of any person.
B. Transfer Transaction Types and Limitations. Online Banking is provided as a privilege and convenience to Clients and Clients Authorized Users. You will generally be able to access this Website 7 days-a-week, 24 hours-a-day, except for certain times this Website may not be available due to system maintenance or Force Majeure circumstances. We reserve the right to terminate some or all of the Services or access to any Account at any time and without prior notice.
3. Proprietary Rights. Other than your personal Account information, we and certain third parties, where applicable, are the absolute owners of all intellectual property and rights applicable to the Website, the Mobile Services and Online Banking. You agree that the Website contains proprietary trademarks, data, text, information, programs and materials (collectively, "Information") protected by copyright, trademark and other forms of ownership protection under the laws of the United States of America which you do not own. Except as specifically authorized in this Agreement, you do not have permission to copy, use or re-publish in any form any Information found on the Website. You are only authorized to view the Information available on the Website for personal use and informational purposes only, and you may create an electronic copy of the Information for your personal use. You also agree that your right to use the Website is derived solely from, and is expressly limited by, this Agreement.
4. Transfer Transaction Posting. Unless we inform you otherwise, Transfer Transactions will be posted to your Account as follows: An internal Transfer Transaction (between your Accounts with us) initiated before 3:00 PM Central Time will be effective that same day. An internal Transfer Transaction (between your Accounts with us) initiated after 3:00 PM Central Time will be effective the next business day. An external Transfer Transaction (between your Account and an External Fl Account) initiated before 3:00 PM Central Time will be effective the next business day. An external Transfer Transaction (between your Account and an External Fl Account) initiated after 3:00 PM Central Time will be effective in two business days. A "business day" is every day except Saturdays, Sundays and holidays.
A. Information Required. You certify that you have the authority necessary to deposit and withdraw funds from each External Fl Account from which or to which you initiate transactions using Online Banking. It is your responsibility to provide us with complete and correct information required to initiate and complete Online Banking Transfer Transactions to or from your External Fl Accounts. In addition to your transfer instructions, at a minimum you must provide us with the following correct information:
• Your name(s) as they appear on the External Fl Account
• Your Online Banking Login ID, which will be used to determine your CIF
• External Fl name and routing number
• External Fl Account number
We have no obligation to determine whether any information you provide to us is correct, even if we may have reason to know or suspect that certain information may not be correct, and we may rely without question on all information you provide us. We are not liable for problems resulting from incorrect information, or discrepancies between the account names and account numbers you provide. You are responsible for the completeness, truth, accuracy, correctness and suitability of all information you provide to us. As a convenience to you, we may obtain the External Fl routing number, but we will have no liability for any inaccurate information we obtain on your behalf.
B. Information Available. By adding an External Fl Account to Online Banking, you understand that such account information is viewable on the Online Banking system with respect to your CIF Number and all accounts associated with such CIF Number.
5. Processing Restrictions. We will not process your Transfer Transaction or other instruction if:
• Your Account does not have sufficient funds to cover the Transfer Transaction or the Transfer Transaction would cause you to exceed the Account limit.
• Your Transfer Transaction violates a term or condition of this Agreement or any applicable Governing Documents.
• A legal order prohibits us from making the Transfer Transaction.
• We terminated your Online Banking Account access.
• We terminated this Agreement.
• You (or anyone you allow to use the Account) commits or attempts to commit fraud or violates any law or regulation.
• The electronic terminal, telecommunication device, Internet access service or any Payment System required for the Transfer Transaction is not working properly.
• You do not provide complete and accurate information required for the Transfer Transaction.
• You do not follow all applicable Online Banking instructions.
• We have reason to believe the Transfer Transaction may not be authorized by you or any other user whose authorization we believe is necessary, or it involves funds subject to a hold, dispute, restriction or legal process we believe prevents the Transfer Transaction or instruction.
• It would violate any risk control program of the Federal Reserve or of any financial regulator, or any applicable regulation of any other federal or state authority, or any Rules.
• You do not provide any required authentication.
• It would violate our internal risk controls.
You agree that we have no obligation or liability to you with respect to of any of the above events.
6. Additional Provisions Applicable to Consumer Transfer Transactions.
A. Applicability. The provisions in this Section 6 apply only to Transfer Transactions to or from an Account or External Fl Account held or owned by an individual for a personal, family or household purpose ("Consumer") and are subject to the Electronic Funds Transfer Act and Regulation E of the U.S. Consumer Financial Protection Bureau. We may, when applicable, rely on any exceptions to the provisions in this Section 6 that are provided in Regulation E. All terms not defined in this Agreement which are defined in Regulation E will have the same meaning when used in this Section 6.
B. Consumer Liability for Unauthorized Online Banking Transfer Transactions. Tell us AT ONCE if you believe your Password has been lost or stolen, or if you believe that a Transfer Transaction has been made without your permission. Telephoning is the best way of keeping your losses down. You could lose all the money in your External Fl Accounts. Your liability for unauthorized Online Banking Transfer Transactions involving your External Fl Accounts will be determined as follows:
If you tell us within 2 business days, you can lose no more than $50 if someone used your Password without your permission.
If you do NOT tell us within 2 business days after you learn of the loss or theft of your Password, and we can prove we could have stopped someone from using your Password without your permission if you had told us, you could lose as much as $500.
Also, if your statement shows transactions that you did not make, tell us at once. If you do not tell us within 60 days after the statement was sent to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.
If you believe your Password has been lost or stolen or an unauthorized Transfer Transaction has occurred, call 800-705-6603, write to Compeer Financial, Attn: Compeer Compass, 1921 Premier Drive, P.O. Box 4249, Mankato, MN 56001-4249, or email to [email protected]
C. Business Days. Our business days are Monday through Friday, excluding holidays.
D. Error Resolution Notice - In Case of Errors or Questions about Your Electronic Transfers. Telephone us, write us or email us at the telephone number or address listed in the Contacting Us section on page 1 of this Agreement as soon as you can, if you think your statement is wrong or if you need more information about a Transfer Transaction listed on the statement. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
You must do the following:
1. Tell us your name and Account number,
2. Describe the suspected error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information,
3. Tell us the dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days. We will tell you whether an error occurred within 10 business days after we hear from you and will correct any error we find promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Account within 10 business days for the amount you think is in error, so you have use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your Account.
We will tell you the results within 3 business days of completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
E. Corrections. You authorize us to adjust entries to correct errors in Transfer Transactions, and you agree that we will not be liable for any fees you incur as a result from these adjustments, unless our actions caused the error. If you request that we stop a Transfer Transaction, or amend, alter or change a Transfer Transaction, we are not responsible to cause those results, and if we attempt to accommodate your request, our attempt will not create any such responsibility or duty.
F. Periodic Statements. You will get a monthly statement after your first Transfer Transaction under the Governing Documents. Statements will only be available online after you enroll in Online Banking, and there may be a delay after Enrollment before you can begin viewing statements and imaged checks/drafts online.
G. Insufficient Balance. If we receive any Transfer Transaction instruction that exceeds the balance available in your specified Account held with us, you agree that we may decline to make the requested transfer. We will notify you by telephone or secure messaging if we are unable to execute your Transfer Transaction request or instruction relating to an Account held with us. We have no obligation to re-send a Transfer Transaction if we have complied with your original request.
H. Our Liability. If we do not complete a Transfer Transaction on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:
• If, through no fault of ours, you do not have enough money in your account to make the Transfer Transaction.
• If the transfer would go over your credit limit.
• If you, or anyone you allow, commits any fraud or violates any law or Rules.
• If any part of the Online Banking system or Payment System is not working properly.
• If you have not properly followed the instructions for using Online Banking.
• If Force Majeure circumstances (including handling of payments by a third party) prevent the Transfer Transaction, despite reasonable precautions we have taken.
• Any other exceptions to which we have agreed in writing.
I. Notice of Change in Amount. If you authorize a person or company to regularly debit your Account and the amount varies from the previous amount debited, the person debiting your Account is required to tell you, at least 10 days before each debit, when the debit will be made and how much it will be.
J. Preauthorized Credits. If you have arranged to have payments made to your Account at least once every 60 days from the same person or company, you can call us at the telephone number in the Contacting Us section on the cover page of this Agreement to find out whether or not the payment has been made.
K. ACH Stop Payment Procedure. If you have told us in advance to make regular payments out of your Account, you can stop any of these payments. To stop a payment contact us at address or telephone number listed in the Contacting Us section on the cover page of this Agreement, or submit an Online Banking Stop Payment request, in time for us to receive your request 3 business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these payments 3 business days or more before the Transfer Transaction is scheduled, and we do not do so, we will be liable for your damages.
• Doing so is necessary to complete your Transfer Transactions,
• Doing so is necessary in order for us to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant, or
• Doing so is necessary in order for us to comply with government agency or court orders, or you give us your written permission.
By accepting this Agreement, you authorize us to take the above actions and consent to our making the above disclosures.
M. ESIGN Consent. This section addresses the circumstances under which you agree to receive communications from Compeer Financial electronically. Unless otherwise specifically required by applicable law, in the event that we are required to provide a notice, statement, disclosure, or other communication to you in writing (together the "Disclosures"), you agree that any present or future Disclosures provided pursuant to the terms of this Agreement or required by law, including electronic fund transfer disclosures, may be delivered electronically to you via the Internet or by email to the email address that you provide to us and that we have for you in our then current records.
You may obtain a paper copy of this Agreement and any future Disclosures at any time and at no cost to you by either printing them from the Website or by submitting your written request for a paper copy of this Agreement or each Disclosure individually to Compeer Financial, Attn: Compeer Compass - Client Service Center, 1921Premier Drive, Mankato, MN 56001.
Your consent to receive Disclosures electronically applies to all present and future Disclosures relating to or arising from your use of the Services, including those required by law. If you consent and change your mind later, you may withdraw your consent to have Disclosures provided or made available in electronic form at any time by sending written cancellation instructions to Compeer Financial, Attn: Compeer Compass - Client Service Center, 1921 Premier Drive, Mankato, MN 56001, or by calling Compeer Compass - Client Service Center at 1-800-705- 6603. However, withdrawing such consent may result in delays in the acceptance and processing of your transactions through the Services, and we may restrict access to the Services, until we deliver Disclosures to you on paper.
You may update your contact information at any time through the Services; by sending written notice to Compeer Financial, Attn: Compeer Compass - Client Service Center, 1921Premier Drive, Mankato, MN 56001, or by calling our Compeer Compass - Client Service Center at 1-800- 705-6603.
You must have computer hardware and software capable of accessing the Website through the Internet in order to access and retain any electronic Disclosures. You must have access to the Internet. Access to the Website is provided through the world wide web of the Internet. You are solely responsible for the setup, installation, operation, and maintenance of the equipment you use to access the online services and for providing your own access to the Internet through the Internet Service Provider "ISP") of your choice. You must use a web browser similar to Microsoft Internet Explorer or Mozilla Firefox that supports at least 128 bit encryption. We are not responsible for the cost of upgrading your computer hardware, mobile devices or software to stay current with the Services. We are not responsible for any errors or failures from any malfunction of your computer, your ISP or any internet, telecommunications or similar infrastructure. Compeer is not responsible for any computer virus or related problems that may be associated with the use of your computer or access to and retention of any electronic Disclosures.
You agree and consent to the use of electronic delivery or posting of Disclosures relating to or arising from use of the Services. You will be required to consent to the electronic delivery of Disclosures when you first access the Services electronically and to verify that you are able to read the Master Online Banking Agreement and Disclosures using your computer, mobile device (if applicable) and software.
7. Additional Provisions Applicable to Non-Consumer Online Banking Transfer Transactions.
A. ACH and Wire Transfers. For Online Banking Transfer Transactions that are not subject to the Electronic Funds Transfer Act or Regulation E of the Consumer Financial Protection Bureau, this Agreement, other than Section 6, is, to the extent applicable, subject to Article 4A of the Uniform Commercial Code - Fund Transfers as adopted in the state of our headquarters. If we receive a credit to your Account by wire or ACH, we are not required to give you any notice of the credit.
B. Unauthorized Transfer Transactions. Client acknowledges the Transfer Transactions it originates comply with the laws of the United States and the Rules. Client is liable for all losses relating to unauthorized Transfer Transactions which do not result solely from our negligence or intentional misconduct.
C. Authorized Representatives. If you are a non-Consumer Client or Authorized User of the Account, you represent and warrant that you are authorized, on terms, conditions, and agreements of this Agreement and the Governing Documents, to do the following:
• enter into this Agreement, as amended;
• access each Account of the Client in any manner and for any purpose available through Online Banking, or this Website, now or in the future.
D. Managing Authorized Users. Authorized Users may not further delegate rights to view your Accounts or to make Transfer Transactions on your Accounts. You may terminate access for any Authorized User at any time by using the Services provided on the Website. If you choose to provide access to an Authorized User, you are solely responsible for ensuring that person only uses information for the purpose for which you provided access. You are responsible for ensuring that each Authorized User keeps his or her Password or login identification confidential.
E. Duty to Report Unauthorized and Erroneous Online Banking Transfer Transactions. You agree to exercise ordinary care to determine whether a Transfer Transaction from your Account was either erroneous or not authorized. You further agree to notify us of the facts within a reasonable time, not exceeding 30 days after the earlier of the date you receive notice of the Transfer Transaction or the date your Account is debited. You agree that if you do not notify us of an unauthorized or erroneous Transfer Transaction within such period of time, you will be precluded from asserting any claim against us related to such erroneous or unauthorized Transfer Transaction.
F. Erroneous Transfer Transactions. We have no obligation to detect errors in any of your Transfer Transactions, including, without limitation, erroneous instructions to pay a beneficiary not intended by you, or the erroneous transmission of a duplicate Transfer Transaction previously sent by you. Should we detect an error on one or more occasions we are not obligated to detect errors in any future Transfer Transactions.
8. Online Statements.
A. Description of Online Statements. We offer online statements for certain Accounts, allowing you to supplement or, in some cases, replace your paper statement with an electronic version that you can view on, or save or print from, the Website. We may from time to time add, modify, or delete features of online statements in our sole discretion.
B. Enrollment for Online Statement Delivery. The online statement Service is available to certain Clients who have enrolled in Online Banking, added their Accounts to the online statement Service, and provided us with their valid email address for the Service (together "Enrollment").
C. Accessing Your Online Statements. Following Enrollment, online statements and imaged checks/drafts will be presented on the Website. You will need to ensure that your computer software meets the requirements provided on the Website in order to view, print, and/or save your online statements and imaged checks/drafts. You confirm that you have the appropriate software and hardware to access on line statements. There may be a delay after Enrollment before you can begin viewing statements and imaged checks/drafts online. Depending on the type of Account, your statements will be available online for up to a maximum of 8 years and check/draft images will be available for 15 months online.
D. Email Address Maintenance. It is your responsibility to provide us with a valid email address. Unless otherwise prohibited by the Rules, if our email to you is returned as undeliverable, we may discontinue sending email messages to you, discontinue future online statements and switch your statements to paper statements sent by U.S. Postal Service until you provide us with a valid email address.
E. Change Statement Delivery Method. Following your Enrollment, at any time and at no charge, you will be able to change the way we send your Account statements by changing your delivery preferences on the Website. When you change your statement-delivery option, the change will take effect in your next statement cycle. When you tell us to stop sending paper statements, we'll send you an email every statement cycle to let you know that your current statement is ready to be viewed online. By providing us your email address you confirm that you have the ability to receive emails sent to that address. Changing the way we send you statements also authorizes us to send you other notices, disclosures, and our quarterly and annual reports using the same method. We always reserve the right to communicate with you in writing using the
U.S. Postal Service, no matter what other option you have chosen. For Accounts that are in default or subject to the automatic stay in bankruptcy, we may, at our sole option, elect to discontinue delivering online statements. Either you or we may terminate delivery of online statements for Accounts without notice.
F. Consumer Accounts. Notwithstanding anything to the contrary herein, if an Account is held for a consumer purpose, this Section 8 is subject to the requirements of Section 6 of this Agreement and the EFTA with respect to such Account.
9. Additional Terms of Mobile Services.
A. In order to use the Mobile Services, you must enroll in the Mobile Services, activate your Mobile Device and maintain your enrollment in the Mobile Services. You may be required to accept or acknowledge additional terms, provisions, and conditions in order to use certain features or functionality of the Mobile Services. Such terms, provisions, and conditions related to the Mobile Services constitute a part of the terms and conditions of this Agreement. By enrolling and activating the Mobile Services and each time you use the Mobile Services you affirm your agreement to this Agreement and the Mobile Services in effect at that time.
B. When you enroll in the Mobile Services, your Accounts will, subject to the limitations of the Mobile Services, be accessible through the Mobile Services. You authorize us to follow any instructions given through the Mobile Services using your Password. You agree that the use of your Password is the agreed security procedure for accessing the Mobile Services and conducting transactions through the Mobile Services.
C. You understand that the Mobile Services will not work unless you use them properly. You agree to ensure that you understand how to use the Mobile Services and to only use the Mobile Services in accordance with this Agreement, the Governing Documents, the Rules, applicable law, and the procedures and rules regarding the Mobile Services in effect from time to time and made available to you from time to time through the Mobile Services and/or the Website. You are solely responsible for the proper use your Mobile Device and the Mobile Services software.
D. We may change the functionality of or upgrade the Mobile Services from time to time without prior notice to you. In the event of such changes or upgrades, you are responsible for ensure that you understand how to use the Mobile Services as changed or upgraded.
E. Except to the extent otherwise specifically provided by this Agreement, or as otherwise required by applicable law, we will not be liable to you for any losses caused by your failure to properly use the Mobile Services or your Mobile Device. We reserve the right to refuse to make any transaction you request through the Mobile Services as provided in this Agreement.
F. The Mobile Services may not be available through all mobile service providers, and some mobile phones and other mobile devices may not be supported Mobile Devices in connection with the Mobile Services. You are responsible for ensuring that your Mobile Devices satisfy all technical requirements for using the Mobile Services. You agree and understand that the Mobile Services may from time to time be inaccessible or may have limited availability over some mobile networks (e.g., while roaming).
G. Dual Control Authorization for Transfer Transactions is not currently available for Mobile Services. You acknowledge and agree that notwithstanding anything to the contrary in any other agreement, if you initiate a Transfer Transaction through use of the Mobile Services, that dual control will not be available when using the Mobile Services and we will not be liable to you or any other person for any Transfer Transaction that occurs without Dual Control Authorization despite your use of Dual Control Authorization for Transfer Transactions using Services other than the Mobile Services.
10. Notices and Communication.
A. Generally. Except as expressly provided otherwise in this Agreement, we will provide you notices and other information regarding your Account or the Service through mail, electronically, or by other means available. This information will be sent to the postal or electronic address ("E-Address") of the Client of the applicable Account as reflected in our records. If there is more than one Client on your Account, we may send Account information to any one of them and you agree that, except to the extent otherwise specifically required by law, any notice or disclosure delivered to any Client who is a party to the applicable Account shall be deemed to be notice or disclosure to all Clients who are parties to such Account.
The E-Address may be an e-mail address, other Internet address, text messaging number, or other electronic access address provided to us by Client in accordance with this Agreement. The person receiving the notice is responsible for providing copies of all Account information to all other Clients who are parties to the Account, joint owners, Authorized Users or other persons with access to the applicable Account. We reserve the right at all times to communicate all Account information to you through the U.S. Postal Service or overnight courier, at our sole option and discretion. Any notice or Account information we send you will be effective when mailed, sent electronically or otherwise made available to you. You agree that we may make telephone calls and send text messages to you in order for us to service your Accounts, collect any amount you may owe, or discuss our relationship, products and services with you. Any notice you send us will not be effective until we actually receive it and have a reasonable opportunity to act on it. You assume the risk of loss in transit of any notice you send to us.
B. Legal Notices and Disclosures. By accepting this Agreement, you consent and agree that any legal notices, our annual or quarterly reports, or disclosures that normally accompany your mailed statement or that we would otherwise deliver to you by U.S. mail concerning your Account may be delivered to you electronically. We may, at our option, offer you additional delivery options and preferences for communications related to your Accounts or Services. In addition, you have the right to withdraw your consent for electronic disclosures by following the procedure on the Website.
C. Returned or Unclaimed Account Information. Unless otherwise prohibited by the Rules, this sub-section applies if two or more Account information documents are returned to us or an electronic notice is returned to us as undeliverable. This means we may discontinue sending Account information to you until you provide a valid postal address or E-Address to us. Additionally, we may, at our sole option:
• destroy Account information that is sent to you and returned to us as undeliverable,
• hold the Account information for you to pick-up, or
• discontinue sending the Account information through the delivery channel generating returns and utilize an alternative delivery channel.
If we hold Account information for you to pick-up and it remains unclaimed for 60 days, you agree we may send the Account information to the address reflected in our records for your Account or destroy it, in our sole discretion.
D. Address Changes. You agree that you will promptly notify us in the event of a change to your address or E-Address. Address changes may be initiated:
• at your request. You may instruct us to change the address or E-Address to which we send notices or information concerning your Account at any time;
• if we receive an address change notice from the U.S. Postal Service; or
• if we receive information from another party in the business of providing correct address information that the address in our records no longer corresponds to your address.
We may act on any instruction regarding a change of your address or E-Address purportedly made on your behalf within a reasonable time after we receive such instruction. Unless you instruct us otherwise, we may in our sole discretion change the postal or E-Address only for the Accounts you specify or for all or some of your other Accounts.
E. Third Parties. Support and services relating to Online Banking are provided by third parties other than Compeer, and you agree that Compeer may contract with third parties to provide such support and services and you further authorize Compeer to share with such third parties such information as it deems appropriate regarding your Accounts, Authorized Users and you.
11. Disclaimer of Warranties. We DO NOT WARRANT that Online Banking will be accurate, complete or timely; or free from faults or interruptions in service; or that data or information will be error-free. You agree that neither we nor our service providers will be liable for any errors, omissions or delays in account information provided, or for any actions taken in reliance thereon. You understand and agree and we are not providing any equipment or hardware to you to be used in accessing the Services, that you are solely responsible for any hardware and equipment that you select and purchase or use, and that we do not warrant that any equipment or hardware that you acquire and/or use to access the Services will work or be error-free and we specifically disclaim all implied warranties of merchantability or fitness for a particular purposes with regard to such equipment and hardware. You understand and agree that you use of any software for purposes of accessing the Services is subject to a separate license agreement. Any warranties related to such software will be addressed in such license agreement.
12. Passwords and Security. You are responsible for protecting the security and confidentiality of your Password. You agree to follow our security procedures and recommended security practices regarding Passwords, and to maintain the security of your Password at all times. Any person with whom you share your Password will be deemed to be authorized to use the Services on your behalf. We shall be entitled to act on all instructions provided through Online Banking, including the Client Service Center, which are authorized using the correct Password for that Account. Except as otherwise specifically provided in the EFTA, we are not liable for any unauthorized Transfer Transaction or access to your Account, or for any damages resulting from unauthorized access to your Accounts or unauthorized Transfer Transactions, if such action was initiated using your Password. If your Password is ever lost, stolen or improperly disclosed, or you notice any irregularity in your Account, you agree to report this fact immediately to the Client Service Center or by secure messaging to us, and to immediately change your Password. Password changes may be made online.
You are also solely responsible to maintain the security of your Mobile Device and to implement appropriate security measures on your Mobile Device to prevent unauthorized access to the Mobile Services. Neither we nor any of our service providers assumes responsibility for the operation, security, functionality or availability of any Mobile Device or mobile network which you utilize to access the Mobile Services. If your Mobile Device is lost or stolen, you should immediately notify us. We will take reasonable steps to try to prevent further transactions using the Mobile Services. You may also access the Website and de-authorize your Mobile Device or deactivate your enrollment in the Mobile Services or Online Banking from the Website. You agree that we may terminate the Mobile Services after receiving notice of the loss or theft of a Mobile Device and are entitled to a reasonable time after notice of loss or theft of a Mobile Device in which to take action. Except as otherwise provided in Section 6.B. of this Agreement, we are not liable for any unauthorized transfers that occur as a result of the loss, theft or unauthorized use of your Mobile Device.
13. Records. You agree that when you use Online Banking, the information you enter and transactions you conduct may be electronically recorded, and we may keep those records for as long as we consider appropriate. Except to the extent otherwise provided by applicable law, if our internal account records about a Transfer Transaction are different than your records, our internal account records will govern. You understand that the records of Transfer Transactions shown on the Website may be incomplete.
14. Provisional Payment. You acknowledge and agree that pursuant to the Rules, credits of any Online Banking Transfer Transaction to your Accounts are provisional until we have received final settlement of such transfer. You agree that if such settlement is not received, we are entitled to a refund of the amount of the Transfer Transactions for which final settlement is not received.
15. No Foreign Funds. Funds transfers are made only in U.S. dollars and only with financial institutions within the United States.
16. Indemnification and Liability. Except to the extent otherwise provided by the EFTA, other applicable law or this Agreement, the following apply:
A. Indemnification. You agree to indemnify, defend and hold us harmless from any damage, loss or liability of any kind, including without limitation, reasonable attorney's fees and court costs, which may result, directly or indirectly, in whole or in part, from the actions taken or Services rendered by us under this Agreement pursuant to your instructions or the information you provide.
B. Your Liability. You shall be liable for any loss or damages in all cases where:
• we have followed the security procedures applicable to your Account;
• we have followed the Transfer Transaction instructions provided to us;
• you fail to notify us within a reasonable time, not to exceed 30 days after receipt, of any discrepancy in your statement regarding a Transfer Transaction, or
• you or your current or former Authorized Users attempt or commit unauthorized, fraudulent, or dishonest acts.
Your liability includes, but is not limited to, instances where a former Authorized User, representative or employee or anyone else initiates a Transfer Transaction to your detriment by obtaining access to your transmitting facilities or your Password or security information, regardless of how that access or information was obtained and regardless of whether the obtaining of such access or information is your fault. We are under no obligation to know that instructions may be erroneous, improper or unauthorized.
C. Disclaimer of Liability. By accepting this Agreement and using Online Banking, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY, CLAIM, LOSS, EXPENSE OR DAMAGES, INCLUDING PROPERTY DAMAGE OR BODILY INJURY, ARISING FROM OR IN CONNECTION WITH
THE USE OF ONLINE BANKING, AND REGARDLESS OF CAUSE. WE WILL NOT BE RESPONSIBLE FOR ACCESS FAILURES OR ERRORS DUE TO FORCE MAJ EURE CIRCUMSTANCES.
IN NO EVENT WILL WE BE LIABLE FOR LOST PROFITS OR FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR ECONOMIC DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR RELATED TO THE USE OF ONLINE BANKING, OR ARISING FROM ANY LOSS OF USE OR LOST DATA OR PROFITS DUE TO ANY COMPUTER VIRUS, SYSTEM OR NETWORK FAILURE OR INTERNET FAILURE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DAMAGES, UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEBSITE, OR THE INFORMATION OR SERVICES PROVIDED HERE, OR THE INABILITY TO USE THE INFORMATION OR MATERIALS PROVIDED HERE.
ANY OF OUR LIABILITY UNDER THIS AGREEMENT OR ARISING FROM THE USE OF ONLINE BANKING SHALL BE LIMITED TO THE REASONABLE COST OF TAKING CORRECTIVE ACTION REGARDING THE CIRCUMSTANCE GIVING RISE TO THE LIABILITY BEING CLAIMED. SUCH LIMITATION SHALL BE THE MAXIMUM EXTENT OF OUR LIABILITY, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST US, AND THIS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH LIABILITY.
D. Indemnification and Disclaimer of Liability. For purposes of this Section 16, "we", "us" or "Association" shall mean us and all of our past, present and future directors, employees, contractors, agents, third party service providers and any person or entity involved in the creation, production or delivery of this Website or the information provided here.
19. Viruses and Links. We disclaim all responsibility and liability for any damages caused by viruses contained within any electronic files we deliver to you by means of the Website or other electronic delivery method or by your accessing this Website. While this Website contains links to other Web sites we believe may be of interest to you, we are not responsible for the functioning, content or accuracy of these linked sites. It is recommended that you install and maintain industry standard and up to date anti-virus and anti- malware software and other software appropriate to secure your computer from unauthorized access.
21. Changes to This Agreement. Subject to the requirements of applicable law, we reserve the right to change the terms of this Agreement in our sole discretion at any time. If any changes are made, the revised Agreement will be updated and posted on the Website. Generally, a change in terms will become effective 30 days after the date notice is posted on the Website. By continuing to use Online Banking after the effective date, you agree to be bound by this Agreement, as amended from time to time by the new terms. To the extent permitted by law, if we determine, in our sole discretion, that any change is needed immediately, we will post notice on this Website that such change becomes effective immediately. You are always free to reject any change in the terms of this Agreement by closing Online Banking access to your Accounts.
22. Termination of This Agreement. We reserve the right to terminate your access under this Agreement or Online Banking at any time and without prior notice. In the event we decide to terminate this Agreement, we will make a reasonable attempt to notify you. You may terminate this Agreement's applicability to your Accounts at any time, and without any fee or penalty, by closing your Account's Online Banking access through this Website and terminating your use of Online Banking. You must do this by contacting us.
23. Arbitration of Disputes. You and we mutually agree that any disputes, claims or disagreements not satisfactorily resolved between we and you arising out of or related to this Agreement, or arising out of or related to Online Banking or any of its Services, including all actions and Transfer Transactions made by or through Online Banking (the "Claims"), shall be submitted to final and binding arbitration in the state of our headquarters or any other mutually agreed location. Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) in effect on the date of the request for arbitration, unless we and you shall mutually agree to different rules or procedures. Additionally, if the Claims relate to any Consumer Transfer Transaction, the then effective Supplementary Procedures for Consumer-Related Disputes to the Commercial Arbitration Rules and the Consumer Due Process Protocol shall apply. You agree that the term "Claims" is to be broadly interpreted. Except to the extent otherwise required by the Supplementary Procedures for Consumer-Related Disputes, we and you shall each bear our own costs connected with arbitration. You and we shall each comply promptly with any award or ruling of the arbitrator. Except to the extent otherwise required by the AAA, the prevailing party in arbitration shall have the right to enter, without contest by the other party, an order reflecting the arbitrator's decision in any court of competent jurisdiction.
CONSUMER ARBITRATION NOTICE: This agreement provides that all disputes between you and the Association will be resolved by BINDING ARBITRATION. You thus GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (EXCEPT for matters that may be taken to SMALL CLAIMS COURT). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIM IT ED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. FOR MORE DETAILS check the American Arbitration Association website at www.adr.org.
24. Governing Laws. This Agreement is governed by and will be interpreted under the laws of the United States of America, including applicable federal laws, and the laws of the state of our headquarters applicable to contracts executed and performed entirely in, and by residents of that state.
25. Customer Number. You'll find your customer number on your statement. It is toward the upper right hand corner of your statement and is labeled as "Customer Number" or "Customer #". All you need to enter into the Online Banking enrollment screen is this number. If you have Governing Documents under different names with different Customer Numbers, you need to enroll separately for each Customer Number. Or you can contact us for authorized access for your Authorized Users with the primary Customer Number used for Enrollment in Online Banking.
26. Relationship to Other Agreements. You agree that when you use the Services, you remain subject to the terms and conditions of all your existing agreements with us (including, without limitation, the Governing Documents) and that except to the extent otherwise specifically provided herein, this Agreement and the applicable rules regarding the Services do not amend or supersede any of those agreements. This Agreement will not affect any agreement you may have with our affiliates and/or any unaffiliated service providers, including, without limitation, your mobile service provider. You understand and agree that other agreements you may have with us, our affiliates, or any unaffiliated service providers may provide for fees, limitations, and restrictions which might affect your use of the Services, including, without limitation, restrictions on data access, available minutes, and fees for SMS text messaging.
You agree to pay all amounts owed pursuant to such agreements and further agree that we are not responsible to you or any other person for any fees or liability you incur pursuant to such agreements or for the inability to complete transactions as a result of any limitations or restrictions contained in such agreements or your failure to comply with the terms and conditions of such agreements. You agree that we are not responsible for the products and services offered by your mobile service provider.
27. Limited Software License Agreement. Subject to the terms and conditions of the Mobile Services and this Agreement, you are hereby granted a personal, limited, non-transferable, non-exclusive license (the "License") to download, install and use the application needed to access the Mobile Services through your Mobile Device within the United States. This License shall be revoked immediately upon (i) termination of the Mobile Services, (ii) termination of this Agreement or your right to use one or more of the Mobile Services, or (iii) notice of termination delivered to you by us at any time, with or without cause. The revocation of the License shall not affect your obligations under the Governing Documents or this Agreement, which shall survive.
REMOTE DEPOSIT ENROLLMENT AGREEMENT
By enrolling in the Compeer Financial Remote Deposit Enrollment Agreement and Mobile Transfer Services Agreement, (hereinafter "Agreement"), activating your Mobile Device and/or maintaining your enrollment in the Agreement you accept and acknowledge the applicable terms, provisions, and conditions in order to use certain features or functionality of the Agreement. Such term s, provisions, and conditions related to the Agreement include the terms and conditions of the Master Online Banking Agreement as well as this Agreement. By enrolling and activating the Agreement and each time you use the Agreement you affirm your acceptance and acknowledgment of this Agreement and the terms and conditions in effect at that time.
1. Description of Mobile Transfer Service, (hereinafter the "Service"). The Service enables you to use a Mobile Transfer application and the type of hardware we designate (such as a smartphone or other mobile device) to transfer single-item transactions to your Account(s) by creating electronic images of the front and back of certain Paper Items using the camera feature of the device, and transmitting those images and other information to us for review and processing in accordance with this Agreement. "Electronic Item" means the electronic image of each Paper Item and other information captured from the Paper Item. A "Paper Item" is an Item that is in paper form. An "Item" includes a check, a substitute check, draft, demand draft, preauthorized draft, image replacement document, money order, cashier's check or traveler's check.
2. Your Use of the Service. Accounts that have been established for use are determined by the Association and are for business or agricultural purposes, and none are utilized for consumer purposes (personal, family, or household purposes.) On each Business Day that you transmit an Item, you will supply us with all required Item information through a mobile application we designate for your use ("Mobile App"). Such information shall include, without limitation, the Account number, the draft or check number, the issue date, the magnetic ink character recognition ("MICR") line, and the face amount. You will be responsible for the accuracy and completeness of all information provided to us. If you transmit your Electronic ltem(s) prior to 3:00 PM CT ("Cut-off Time") on any Business Day, we will review and process your Electronic ltem(s) on that Business Day. If you transmit your Electronic ltem(s) after the Cut-off Time on any Business Day, we will review and process your Electronic ltem(s) on the next Business Day.
The Association will credit Client's Accounts as soon as funds become available to the Association. Client acknowledges and agrees that such amounts applied shall be provisional until Association has received final settlement of such deposits. Client agrees that if such settlement is not received by the Association, the Association is entitled to reverse the entry to Client's Account(s) as of the date it was applied.
Deposits are limited to $100,000 per day, per account. Variations from this amount can be authorized with appropriate credit review. To request a variation of the deposit limit, please contact us at 800-705- 6603 or via email at [email protected]
Deposits will be applied as Regular Payments on the loan or account specified. Deposits will be applied according to the following general guidelines:
• Deposit will be applied to billed amount first (interest first, principal second). Any deposit amount above the billed amount will be applied toward accrued interest. If deposit is greater than the sum of billed amount and accrued interest, it will be applied to special principal. Any remaining or excess funds after that will be placed into Farm Cash Management or entire deposit may be returned to client or held for specific handling instructions.
We may make modifications to how funds are applied with notification to you. For specific information on how deposits will be applied to your account contact us by phone at 800-705-6603 (7:30am to 5pm on normal business days).
3. Our Processing. In reliance on the information provided by you, after review and other than for Exception Items described herein, we will apply the amount of the Electronic Item received to your designated Account.
4. Hardware. In order to use the Service you must use the type of hardware that we designate. We are not responsible for and will not be liable for any failure or malfunction of the equipment or software you use for the Service, or any actions or omissions of any party providing you with an internet browser, internet access, or on line services.
5. Creating and Transmitting Electronic Items. The following items may not be transmitted using this Service: remotely created checks, checks drawn against a consumer line of credit, or cash. Only checks, money orders, drafts, cashier's checks, or travelers checks drawn on or payable at or through a U.S. bank, can be transmitted using the Service. Additionally, only Items that are made payable to and endorsed by you may be transmitted through the Service.
6. Exception Items. We will use commercially reasonable efforts to review each Electronic Item and to reject any Electronic Item that we in our sole discretion determine to be ineligible for the Service (each, an "Exception Item"). Exception Item includes an Electronic Item that (a) is illegible or contains MICR data that is not machine-readable, (b) was previously processed as an Electronic Item, or (c) is drawn on banks located outside the United States and is not payable at or through a bank located within the United States. We will notify you of each Exception Item through email or otherwise. Our failure to identify an Exception Item shall not preclude or limit your obligations to us under this Agreement.
7. Security Procedures. Your Authorized Users shall access the Service by using your Password or code ("Password"). FAILURE TO PROTECT YOUR HARDWARE AND PASSWORD MAY ALLOW AN UNAUTHORIZED PARTY TO ACCESS THE SERVICE AND TRANSMIT AN ELECTRONIC ITEM. ALL USES OF THE SERVICE THROUGH YOUR PASSWORD WILL BE DEEMED TO BE USES AUTHORIZED BY YOU AND BE BINDING UPON YOU. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF YOUR PASSWORD. YOU AGREE TO (i) EXERCISE RESPONSIBLE BEHAVIOR WHEN USING THE SERVICE, (ii) FOLLOW THE INSTRUCTIONS AND RECOMMENDATIONS THAT WE PROVIDE YOU WITH RESPECT TO THE SERVICE AND (iii) USE MAXIMUM CAUTION IN PROTECTING YOUR HARDWARE AND PASSWORD FROM UNAUTHORIZED ACCESS. YOU AGREE TO NOTIFY US IMMEDIATELY IF YOU BECOME AWARE OF ANY LOSS OR THEFT OF, OR ANY UNAUTHORIZED USE OF THE SERVICE OR YOUR PASSWORD.
8. Your Warranties to Us. You represent and warrant to us that:
A. You will use the Service only for Paper Items that are payable to, and endorsed by you.
B. You will properly secure all hardware you use in connection with the Service, including, but not limited to, securing the hardware with Passwords and other security features to prevent unauthorized use. You will maintain control over and be responsible for secure retention, storage, and destruction of original Paper Items for which you have created an Electronic Item. After transmitting the Electronic Item to us, you will retain the original Paper Items for a minimum of five (5) calendar days and maximum of fourteen (14) calendar days from the transmission date ("Retention Period"). You are responsible for retaining and securing scanned checks in a manner that will prevent unauthorized access or other violation of this Agreement. Upon our request, you agree to provide us with the original Paper ltem(s). After the Retention Period, you are responsible for securely destroying or otherwise voiding the original Paper It ems from which you have previously created and transmitted an Electronic Item.
C. You will not transmit any individual Electronic Item to us more than once.
D. You will not transmit any original Paper Item from which you have previously created and transmitted to us an Electronic Item, unless we have notified you that the Electronic Item is an Exception Item.
E. You will transmit only Electronic Items that are suit able for processing, including, but not limited to Electronic Items that are legible and contain machine -readable MICR data.
F. You will review and verify for accuracy the information contained in any Electronic Item before you transmit it to us.
G. You will be responsible for all third party charges in connection with the Service, including without limitation all charges imposed by your mobile device service provider.
9. Termination. You or we may terminate the Service at any time.
10. Right to Audit. We may periodically audit and verify your compliance with this Agreement. You agree to cooperate and provide information and documents, at your expense, as may be reasonably requested by us in the course of such audit.
We shall not have any liability or responsibility to you or any other person as a result of any audit or if we do not perform an audit. Any audit we perform is solely for our benefit.