INTERNET BANKING SERVICES AGREEMENT AND DISCLOSURE STATEMENT
Internet Banking Services Agreement And Disclosure Statement
USER TERMS AND CONDITIONS
1. Introduction. This Agreement sets forth the terms, conditions and rules (collectively ‘terms’) for the Internet Banking Services offered by Bank of the Orient (‘ Bank’), including electronic access to your deposit and loan accounts at the Bank through the Internet Banking System (‘System’) found at http://www.bankorient.com. (Other means of electronic access, such as through the use of a debit or ATM card or through preauthorized transfers arranged with others who will initiate periodic transfers into or take periodic payments from your deposit accounts is addressed in Bank’s Electronic Funds Transfer Disclosure Statement, a separate document.)
1.1 By signing up for the Bank’s Internet Banking Services or using or authorizing others to use the System with respect to the Bank’s Internet Services or your deposit or loan accounts with Bank, whichever occurs first, you indicate your acceptance of all of the terms, conditions and rules of this Agreement. Signing up for the Internet Banking also signifies that you have received, read and understand the terms of this Agreement and Disclosure Statement.
1.2 The terms relating to the deposits and loans contained in the separate agreements and disclosures for each of your deposit and loan accounts will continue to apply notwithstanding anything to the contrary in this Agreement, except to the extent that such terms, conditions and rules are modified by this Agreement. This Agreement is also subject to applicable federal laws and regulations and the laws of the state except to the extent this Agreement can and does vary such laws or regulations. If any provision of this Agreement is found to be unenforceable, all remaining provisions will continue in full force and effect.
2. Your Equipment. To use the System, you must have at least one deposit account at Bank, a personal computer, an Internet browser with at least 128-bit encryption, the Internet connectivity and an e-mail address. If you do not have a sufficient level browser, you may access the Microsoft or Netscape website to download a more current version. You are responsible for all costs and expenses associated with your computer, telephone charges and charges imposed by your Internet service provider.
2.1 You are responsible for the selection, installation, maintenance and operation of your computer and software. The Bank assumes no responsibility for any error or malfunctions in your equipment or software or for any computer virus or malfunction or similar problems you may encounter with the Internet or your Internet service provider. You must use equipment and software that are compatible with our system as the system may change from time to time. Notify us with any questions at the address set forth below in section15.2.
3. How to Apply for Internet Banking Services. To receive Internet Banking Services from the Bank you should sign up on line (for Business, refer to 3.2). By agreeing to obtain Internet Banking Services, you also agree that the Bank may send you notices and other correspondence by electronic mail addressed to the Internet e-mail address you furnish the Bank, and that such notices and other correspondence will have the same effect as if it had been sent to you by U.S mail on the same date as it is transmitted to your Internet e-mail address.
3.1 With regard to consumer accounts, individuals and joint applicants must apply on-line separately at www.bankorient.com.
3.2 Business applicants should submit Online Business Banking Forms and a Schedule of Fees and Charges for Internet Banking (‘Schedule of Fees’) for each legal entity requesting Internet Banking access. The Online Business Banking Forms and a Schedule of Fees are available at any Branch office.
3.3 You understand that by applying for the Bank’s internet services, you will be overriding any signature limitations reflected on the signature card(s) for your account(s).
3.4 The Bank reserves the right to limit access to any or all accounts.
4. Your Access ID and Password. You need an Access ID and a Password to access the System. You are required to change your temporary password upon your initial Access ID to the System for security purposes. This is because the Bank will not be able to determine whether or not you are the person who initiates an Internet Banking transaction if that person uses the password the Bank assigns you. It is imperative that you maintain the secrecy of your password.
4.1 For Consumers: It is important that you keep your password a secret and that you change your password frequently because the Bank will be authorized to act upon instructions received through the System after communication is established using your Access ID and password. Joint applicants with identical access capabilities and ownership on each account can share a password if you choose to do so.
4.2 For Businesses: Only your designated User will be assigned an Access ID and password to be kept a secret.
4.3 Your access to the System will be suspended if there are 3 unsuccessful attempts to use your password. To reestablish your authorization to use the System, you must contact the Bank to have your password reset or to obtain a new temporary password.
4.4 It is recommended that your password utilize both upper- and lower-case letters and that it also include numeric characters. Your password should not be associated with any commonly known personal identification, such as social security numbers, your address, your date of birth or the names of your children, although you may wish to use the name of someone you know who lives in another state and part of a telephone number of another person, provided that these people are not the same and are not likely to be associated with you by someone who might gain access to your Access ID. Your password should be memorized rather than written down. If you must write it, store this information in a very secure area away from your PC and do not identify it as a password or state its purpose.
4.5 If you give someone your password, you will be deemed to have authorized that person to use the System on your behalf, and you are responsible for all transactions the person performs using the System, whether the person to whom you have given your password stays within or exceeds the authority you have given him or her. All transactions that person performs even those transactions you did not intend or want performed will be authorized transactions. If you wish to revoke the authorization you have given to someone to use the System on your behalf, you should change your password to assure that he or she can no longer initiate transactions in your name.
4.6 For your protection and to ensure confidentiality, after every Internet Banking session sign off of the System and close your browser.
5. Consent to Electronic Communication. You agree that any notice or other type of communication provided to you pursuant to the terms of this Agreement, and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically as provided in this section. The Bank may also choose to deliver written notices. Unless a later date is specified in the notice: (1) Any notice will be deemed effective on the business day following the initiation of the transmission if it is sent by an e-mail message either containing the notice itself or, in the case of a notice from the Bank, an express reference to the notice if it is posted on the Bank’s website; (2) Any notice to either party will be deemed effective on the second business day following the deposit of the notice in the U.S. mail if it is sent in that fashion, postage prepaid; and (3) Any notice to either party will be deemed effective upon actual delivery if it is sent by other means.
5.1 Address for Notices. Notices to you will be addressed as specified on your account records at the Bank. Notices to the Bank should be addressed to the Bank at its address in section 15.2 or may be e-mailed to the Bank through the System. Either party may change the address to which notices are to be sent by notice to the other party.
6. Hours of Operation. You can access information about your deposit and loan accounts maintained at the Bank through the System 7 days a week, 24 hours a day. However, transactions will be processed only on business days. Occasionally, the System or some or all of its services may not be available due to malfunction, emergency or scheduled maintenance. Not all such occurrences can be anticipated and some short and occasional long unannounced periods of inaccessibility should be expected. Access to accounts will be based upon the identification of the users specified.
6.1 Business clients will designate Users for each account. The designated User(s) with Supervisory capabilities has full responsibility for assigning desired access rights to those users on a per account basis.
6.2 It is critical that you take steps to insure that only those you have authorized to use the System on your behalf are provided with Access ID’s and passwords, as the System can determine whether only checking the sender’s password when he or she enters the Access ID authorizes a transaction or instruction.
6.3 Using the System to send electronic mail (“e-mail”) is a way to correspond with the Bank. E-mail service through the System is provided for you to ask questions of the Bank and provide general feedback. However, no contracts, monetary transactions, or address changes may be concluded or conducted by means of e-mail. For address changes, refer to section 7. You should also be aware that, unlike monetary transactions conducted through the System, e-mail sent to the Bank will not be deemed received by Bank until it is actually read by a Bank officer, which may not occur for a significant period of time or even on the same day you send it, just as you may not read personal or business messages sent to you over the Internet until a time convenient to you.
7. Transactions through the System. You may use the System to do each of the following transactions, subject to the limitations set forth in this Agreement and any other agreement affecting the account and subject to the Bank’s available funds requirements:
7.1 Check the balances of your accounts. Balances may include funds not yet finally collected and subject to reversal if not ultimately collected. Balances may not reflect recent transactions and will not reflect bill pay transactions, which you have initiated but which have not been processed.
7.2 View recent transactions initiated through the System or at a Bank of the Orient Branch.
7.3 View current statement and previous statements.
7.4 Export transaction data to personal finance software (e.g., Quicken® or MS Money®).
7.5 Transfer funds between your eligible accounts.
7.6 Pay bills and otherwise forward funds to third parties provided that you have requested Bill Payment Service.
7.7 Cancel bill payments initiated through the System.
7.8 Place stop payment orders.
7.9 Business clients may also perform any of the following functions if elected on the Schedule of Fees:
(a) Initiate outgoing wire transfers, subject to a daily maximum dollar limit approved by the Bank (See Schedule of Fees). A separate Funds Transfer Agreement is required to utilize this service. This Agreement can be obtain at any Branch office. The System does not provide incoming wire notification. Wire Transfers are effective the same day if received by 11:30 P.M. Pacific Standard Time (PST).
(b) Initiate an external ACH Payment pursuant to an agreement with the Bank.
8. Cutoff Times. Transactions for bill payments must occur by 1 P.M. PST on a business day. Same day credits for transfers between accounts at Bank of the Orient must occur by 5 P.M. PST on a business day. The Bank must receive wires Instructions by 11:30 A.M. PST on a business day to be processed that same day.
9. Bill Payment Service. The Bank’s Bill Payment Service allows you to pay third parties and to schedule future bill payments. The Bank may send payments by check or by electronic transfer.
9.1 Create List of Payees You may designate only payees with addresses in the United States. Before the Bank may pay a bill or make a payment to a payee, you must add the payee to your Payee List. Once added to the list, the list will reflect whether the payee will be paid by paper draft or electronically through an Automated Clearing House (“ACH”). (A paper draft is like your personal check, except that the bill payer agent will issue it on your behalf and your signature will not be required.)
9.2 Payment Information. To pay a bill, you must designate the following:
1. The account from which the payment is to be made;
2. The complete name of the payee;
3. Your account number with the payee;
4. The payee’s remittance address;
5. The amount of the payment; and
6. The date you want the payment to be debited from your account. If the date you want the payment to be debited from your account is not a business day, your account will be debited on the next business day.
9.3 Authorization. By using the Bill Payment Service option, you agree that, based upon instructions received under your password, your designated account can be charged (that is, debited) and funds can be remitted on your behalf. The Bank and its bill payer agent reserve the right to refuse payment to any payee designated by you; if this occurs, you will be notified promptly.
9.4 Limitations and Prohibitions on Bill Payments. Both Consumer and Business clients will be limited to a maximum daily bill payment amount determined by the Bank. Ordinarily, the Bill Payment Service cannot be used to make tax payments, court-ordered payments or payments to payees outside of the United States.
9.5 Scheduling Payments. When scheduling payments, you should first determine whether the payment would be made by paper draft or by, “electronic” means as indicated on the Payee List.
(a) Paper drafts will be mailed to the payee no later than the 3rd business day after you specify that the payment is to be debited from your account. The mail will be sent from various processing offices throughout the United States, and you should allow ample time for the payment to be received and posted by the payee before the date it is due. This process could take 10 days or more to complete, depending upon the location of the payee, the efficiency of the mail system at the time, and your payee’s degree of attention to the payment. If a paper draft is issued to a payee and the check remains outstanding after 30 days, an e-mail will be sent to you advising you of the situation. You will be asked to provide instructions regarding the disposition of the outstanding item.
(b) Electronic payments will be processed so that the payee should receive the payment no later than the 5th business day after you specify that the payment be debited from your account. You should allow ample time for the payment to be received and processed by the payee before the date it is due.
9.6 Changing, Canceling and Stopping a Bill Payment. To cancel or change a current bill payment scheduled through the System, you must follow and complete the cancellation instructions on the pending payments screen before 1:00 P.M. Pacific Standard Time on the date the payment is scheduled to be debited from your account. If you meet this deadline, the payment will not be processed, and no stop payment order will be required. Once an electronic bill payment or paper draft has been debited from your account, it is too late to prevent the payment from being processed and sent. You cannot stop such a payment.
9.7 Errors in your Instructions. You are solely responsible for providing us with complete and accurate payment and transfer information. The Bank will have no obligation to confirm such information or to identify or reject errors or duplicate payment instructions. If you give us a payment instruction that is incorrect in any way, you agree that we may charge your account for the payment, whether or not the error could have been detected by us.
10. Limitations on Amounts, Frequency of Transfers and Payments and Incorrect Instructions. The Bank reserves the right to limit the frequency and dollar amount of transfers and payments for security reasons.
10.1 Holds. If a hold has been placed upon deposits made to the account from which you wish to transfer or pay funds, you cannot transfer or pay the portion of the funds held until the hold expires.
10.2 Federal regulations require that the Bank limit the number of preauthorized transfers from your Money Market Account and savings accounts as stated in your General Disclosure & Agreement. For these purposes, “preauthorized transfers” include the bill payments and wire payments you initiate under this Service, transfers to your other deposit accounts with the Bank, telephone transfers and personal checks you may write against your account. No more than six preauthorized transfers may be made per calendar month, and of these, no more than three may be made through the use of your personal check. If you exceed this limitation, a fee will be imposed in accordance with the Bank’s Fee Schedule, and if you exceed the limitation frequently, the Bank will be required to convert your account to a standard checking account.
10.3 You understand that the Bank will not be liable for any losses occasioned by a wire transfer or bill payment instruction that incorrectly describes the payee, the payee’s bank or an intermediary bank, and you further understand that if there is an inconsistency between the name of the payee and the payee’s account number, or between the name of the payee’s or an intermediary bank and its routing number, the payee’s bank and the system used to make the payment may make the payment based upon the account or routing number, notwithstanding the inconsistency, and you will not be excused from covering the payment even if the intended payee never receives the funds as or when you intended.
11. Canceling a Wire Transfer not Bank’s Responsibility. Business Customers agree that, unlike payments transmitted by check, once a wire is executed by the Bank it is complete and in most circumstances is irrevocable and not subject to amendment, even if it is not received by the beneficiary. If you instruct the Bank to revoke or amend a wire order, the Bank shall use reasonable efforts to follow such instructions but shall have no responsibility to Client should Bank’s efforts be unsuccessful.
12. Placement of Stop Payment Orders on Checks. You may place stop payment orders through the System for paper checks you have written apart from the System (not bill payments). You cannot use the System to stop payment on other types of debits or electronic transfers originated by others through an ACH.
12.1 To be effective, your stop payment order must precisely identify the name of the payee, the check number, the amount and the date of the check. If the information you have entered in the stop payment order is in any respect inaccurate, the order will likely not prevent the payment from being made. If you do not have all of the required information, an error message will occur. Contact the Bank by other means to request the stop payment.
12.2 Within 14 days following the order, the Bank may require you to confirm in writing any stop payment order placed over the System; otherwise, the Bank may disregard the order.
12.3 Your stop payment order will be effective to stop payment of the intended item only if it is received by the Bank early enough to allow the Bank to act upon the order before the Bank otherwise pays or settles for the item. You incur stop payment charges as disclosed in the Bank’s Schedule of Fees.
13. Available Funds Requirements. You shall maintain sufficient available balances to cover payment requests. You authorize the Bank to charge your account for each payment request the Bank reasonably believes is authorized by you. The Bank shall not be obligated to honor a payment if (1) the amount thereof exceeds available funds in the account on which the payment is drawn even if there are available funds in another account of yours, (2) it is not authenticated pursuant to, or is not otherwise in accordance with, the Agreement and these policies and procedures, (3) the Bank has reason to believe or suspect that the payment is or may not be authorized by you, (4) it is incomplete or ambiguous, or (5) it is otherwise deemed unsatisfactory to the Bank, in its sole discretion.
13.1 Overdrafts. If there are insufficient available funds in the account on which the payment is expressly drawn to cover the payment or your other obligations under the Agreement and these policies and procedures but the Bank nevertheless elects in its absolute discretion to honor the payment, the Bank may charge the excess against the account or any other account maintained by you with the Bank, whether or not such charge creates an overdraft. You shall repay such overdraft upon the Bank’s demand.
14. Fees and Charges.
14.1 Consumer’s Agreement to Pay.
14.2 Business Agreement to Pay. Please refer to “Schedule of Fees & Charges for Internet Banking”
14.3 Fees. All fees are subject to change from time to time. Additional fees, such as stop payments, wires*, overdrafts, excess transactions, etc. will be as stated in the Bank’s Current Fee Schedules.
* The fee for wires initiated through the Internet Banking System is $25.00.
14.4 Account. You can choose the checking account from which you wish to have your monthly Service charges debited. This is designated as your “Primary Account”. If you close your primary or designated account, you must contact the Bank to designate a new account.
14.5 Online Business Banking fees, if any, will be charged within the first five business days of each calendar month.
14.6 Bill payment fees, if any, will be charged within the first five business days of each calendar month.
15. Consumer Accounts. The provisions in this section are mainly applicable to use of the System in connection with accounts maintained by individuals primarily for personal, family or household purposes. Bank’s ‘business days’ are defined in section 20.3.
15.1 Statements. You will receive monthly statements for each account. The statement will provide details regarding each transaction conducted through the System, as well as transactions conducted by other means.
15.2 In Case of Errors or Questions About Your Electronic Transactions.
(a) Call the Bank at (800) 881-2686, or write to Bank of the Orient- Customer Service Center at P.O. Box 2489, San Francisco, CA 94126 AT ONCE if you think:
Your statement or transaction record is wrong;
You need more information about a transaction listed on the statement; or
Your password has been discovered by an unauthorized person, or someone has transferred or may transfer money from your account without your permission.
(b) The Bank must hear from you no later than 60 days after the Bank has sent the FIRST statement on which the problem or error appeared.
(c) If you tell the Bank verbally, the Bank may require you to send your complaint or question in writing within 10 business days. When you contact the Bank, please provide the following information:
Your name and account number;
The date and dollar amount of the transaction in question;
The name of payee if the transaction in question is a payment;
A description of the transaction you are unsure of
(d) Please explain as clearly as you can why you believe there is an error or why you need more information. The Bank will tell you the results of its investigation within 10 business days after the Bank hears from you, and the Bank will promptly correct any error the Bank has made. If the Bank needs more time, however, it may take up to 45 days to investigate your complaint or question. In this case, the Bank will provisionally credit your account within 10 business days for the amount you think is in error, so that you have the use of the money during the time it takes to complete the Bank’s investigation. If the Bank asks you to put your complaint or question in writing and does not receive your letter within 10 business days, the Bank reserves the right to not credit your account.
(e) If the Bank concludes there was no error, the Bank will send you a written explanation within 3 business days after completing the investigation. You may request copies of the documents used in the investigation.
15.3 Limitation of Bank’s Liability; Customer’s Liability. Using the telephone number or address in section 15.2(a), tell the Bank AT ONCE if you believe your password has been compromised or if someone has transferred or may transfer money from your account without your permission.
(a) The best way to minimize your loss is to call the Bank IMMEDIATELY. The unauthorized use of the System could cause you to lose all of your money in your accounts, plus any amount available under your overdraft protection.
(b) If you tell the Bank within 2 business days after the Bank has sent the FIRST statement on which the error appeared, you can lose no more than $50 if someone initiated a transaction without your permission. However, if you don’t tell the Bank within 2 business days, and the Bank can prove that it could have stopped someone from using the System without your permission if you had told the Bank, you could lose as much as $500.
(c) Also, if your statement shows transactions you didn’t perform, tell the Bank IMMEDIATELY. If you don’t tell the Bank within 60 days after the statement is mailed to you, you may not get back any of the money you lost if the Bank can prove that it could have stopped someone from taking the money if you had told the Bank in time.
(d) If a good reason (such as a long trip or hospital stay) kept you from telling the Bank, it may extend the time periods.
15.4 The Bank’s Liability for Failure to Complete Transactions. If the Bank does not complete a transaction to or from your account on time, or in the correct amount according to this Agreement, the Bank will be liable for your losses or damages. However, there are some exceptions. The Bank will not be liable, for instance:
(a) If, through no fault of the Bank, you don’t have enough available funds in your account (or available credit under your overdraft protection plan) to cover the transaction or transfer;
(b) If the System wasn’t working properly, and you knew about the malfunction when you started the transaction or transfer;
(c) If circumstances beyond the Bank’s control (such as fire, flood, earthquake or power outage) prevent the transaction or transfer, despite reasonable precautions taken by the Bank;
(d) If there are postal delays or processing delays by the Payee;
(e) If your account has been closed;
(f) If the Bank’s failure to complete the transaction is to protect the security of your account;
(g) If the Bank does not receive proper and timely instructions regarding the transaction;
(h) If the transfer or payment information supplied to the Bank by you or by third parties is incorrect or incomplete; or
(i) If another exception permitted by law or banking regulation, but not mentioned here, applies.
16. Business Accounts. The provisions in this section are applicable to use of the System in connection with accounts not maintained by individuals and to accounts maintained by individuals other than primarily for personal, family or household purposes.
16.1 Protecting Your Password. The Bank may send notices and other communications, including password confirmations, to you at the current address shown in the Bank’s records, whether or not that address includes a designation for delivery to the attention of any particular individual. The Bank will not be responsible or liable to you in any way if this information is intercepted by an unauthorized person, either in transit or after it reaches the location you specify. You agree to the following:
(a) All users must keep their Access ID and passwords secure and strictly confidential;
(b) If your browser software allows you to save your passwords/ Access IDs, the Bank strongly discourages all users from doing so to avoid possible unauthorized use;
(c) The Bank strongly advises you to utilize separate and unique Access IDs and passwords for each user you authorize to access your accounts (and not to share Access IDs or passwords among users) so that you will be able to determine who transacted which activities on your accounts; and
(d) If you or your employees believe an unauthorized person may have known your password(s), immediately notify the Bank by calling the Customer Service Center at (800) 881-2686 and, through the System, select a new password.
16.2 Unauthorized Use Via Your Password. The bank will have no liability to you for any unauthorized payment or transfer made pursuant to an instruction authenticated by the use of your Access ID and password, or those Access IDs/passwords of other users assigned for the purpose of accessing your accounts, unless before the payment or transfer you have notified the Bank of possible compromise of one or more of these password(s) and the Bank has had a reasonable opportunity to act on that notice. The Bank may suspend or cancel the validity of your password or those of your other users even without receiving such notice from you if the Bank suspects that any of these password(s) is being or may be used in an unauthorized or fraudulent manner.
16.3 Acknowledgment of Commercially Reasonable Security Procedures. By using the System, you acknowledge and agree that the security procedures available through the proper securing of your password are commercially reasonable and, consistent with the provisions of section 16.1, you agree to be bound by instructions that the Bank implements because the instructions are authenticated by your password or those passwords of others which you authorized, whether or not those instructions are actually authorized by you, unless you have given the Bank prior notice of possible compromise of your password and the Bank had a reasonable opportunity to act on such notice.
16.4 Limitation of Bank’s Liability.
(a) The Bank makes no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose in connection with the System or related documentation. The Bank does not warrant that the System will operate without errors, or that any or all of the services will be available and operational at all times. Except as specifically provided in this Agreement or otherwise required by law, you agree that the Bank’s officers, directors, employees, agents and contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of any services or products provided under this Agreement or by reason of your use of or access to the System, including without limitation loss of profits, revenue, data, as well as loss or damage from subsequent wrongful dishonor resulting from the Bank’s acts or omissions pursuant to this Agreement, even if the Bank is advised in advance of the possibility of such losses or damages, and whether your claim is brought as an action in contract or tort or based on a warranty. Further, in no event shall the liability of Bank and its affiliates exceed the amounts paid by you for the services provided to you through the System.
(b) If, despite the disclaimers in section 16.4(d), a court were to find the Bank to be liable for a failure to make or a delay in making a payment or transfer pursuant to your instructions, or because a payment or transfer is made in an amount which is less than the amount contained in your instructions, unless otherwise provided by law the Bank’s liability shall be limited to interest on the amount which the Bank failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions.
(c) If, despite the disclaimers in section 16.4(a) and the provisions in sections 16.2 and 16.3, a court were to find the Bank to be liable for making a payment or transfer in an erroneous amount which exceeds the amount contained in your instructions, or for permitting an unauthorized payment or transfer after the Bank has had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law the Bank’s liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the payment or transfer to the date of the refund, but in no event to exceed 60 days’ interest.
(d) If the Bank becomes liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in San Francisco, California for each day interest is due, computed on the basis of a 365-day year. Any interest payable under this Agreement will be offset by the amount of any interest credited to your account with regard to the amount in question.
(e) Without limiting the generality of the foregoing, the Bank shall be excused from failing to act or from delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond the Bank’s control or if such transmittal would result in the Bank’s having exceeded any limitation upon its intraday net funds position established pursuant to present or future Federal Reserve System guidelines or regulations or in Bank’s otherwise violating any provision of any present or future risk control program of the Federal Reserve System or any statute, regulation or government policy to which the Bank is subject.
(f) Without limiting the generality of the foregoing, the Bank shall not be responsible for your acts or omissions, or those of your employees or agents, including without limitation mistakes that might be made by you or such persons concerning the amount, accuracy, timeliness of transmittal or due authorization of any transaction initiated through the System, nor shall the Bank be responsible for the acts or omissions of any other party, such as the Federal Reserve Bank or any other party performing or failing to perform services in connection with a transaction initiated through the System, and none of such other persons shall be deemed to be the Bank’s agent.
17. Change in Terms. The Bank may make changes to this Agreement. Changes in terms include changes to any of the terms of this Agreement or any related agreement, disclosure, documentation, or fee schedule, as well as deletion of any of those terms or fees or the addition of new terms or fees. The Bank’s suspension of access to your accounts through the System, whether for cause or to protect against a perceived threat of a breach of security, or termination of this Agreement is not considered a change in terms and requires no advance notice. The Bank will furnish advance notice of any change in terms unless the change must, in the Bank’s judgment, be implemented sooner than that in order to protect the security of the System.
17.1 You may choose not to accept the change in terms made by the Bank by closing your account or terminating this Agreement and your use of the System.
19.1 Bank’s Termination. The Bank may terminate this Agreement or suspend your use of the System, with or without cause, at any time and without advance notice. The Bank’s termination will be effective as specified in the notice of termination furnished to you; if not given in advance; such notice will be given promptly after the termination becomes effective. If you have any schedule bill payment(s), they will not be honored.
19.2 Your Termination. You may terminate this Agreement at any time by sending us a secure message at via the System or writing to us at the address in section 15.2 at least 10 days prior to the termination date. Let us know if you have any outstanding scheduled bill payments that you wish to cancel. Unless you advise us not to make such payments, you will be responsible for any payments we make following your notice of termination. You agree that we may also refuse to make scheduled service payments following termination by you of the System.
20. Miscellaneous Provisions and Definitions
20.1 Assignment. You may not assign this Agreement. This Agreement is binding upon your heirs and Bank’s successors and assigns.
20.2 Benefit. This Agreement is for your benefit and the Bank’s benefit and not for any other person. No other person shall have any right against Bank or you on the basis of this Agreement.
20.3 Business Days. For purposes of this Agreement, the term “business days” means all weekdays on which Bank is open for conducting substantially all of its business operations. “Business days” do not include federal holidays, Saturdays or Sundays, even if the Bank is open for conducting business on those days.
20.4 Internet Security Information. The System utilizes a comprehensive security strategy to protect accounts and transactions conducted over the Internet. In addition to login security, the System uses secure socket layer (“SSL”) encryption technology for everything (other than e-mail) done through the System. Your browser automatically activates this technology when it connects to the System. Typically, your browser will then display a small padlock icon at the bottom of your computer screen, in the locked position. While no one can guarantee with an absolute certainty that the System and your communication with it are and will at all times be secure, this icon confirms that the communication between your computer and the System is reasonably secure. Nevertheless, despite data encryption and other efforts to provide transmission and System security, you are apprised that the Internet is inherently insecure and that all data transfers on the Internet occur openly and can potentially be monitored and read by others. The Bank cannot and does not warrant that all data transfers utilizing the System and all e-mail transmitted to and from the Bank will not be monitored or read by others.
20.5 Virus Protection. You are encouraged to routinely scan your computer, diskettes and incoming e-mail and attachments to e-mail, using a reliable and current virus detection product, insofar as undetected or unrepaired viruses may corrupt and destroy your programs, files and even your hardware, and you may unintentionally transmit the virus to other computers. Nevertheless, you acknowledge that you are aware that no anti-virus program is foolproof and that new viruses are being developed faster than the virus protection against them, and you confirm that Bank will not be responsible for any viruses that your computer may encounter, whether through the System or otherwise.
20.6 Dispute Resolution. At the request of either party, any dispute concerning the System or the Bank’s or your performance or duties under this Agreement shall be decided by binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. Arbitration to resolve any such dispute that cannot be settled without arbitration will be commenced within one year after the occurrence of the facts giving rise to the dispute.
20.7 Record Retention. It is recommended that you retain records concerning all transactions initiated through the System for at least one year to enable the Bank to reconstruct any transaction in question.
20.8 Provider. An independent third party who has contracted with the Bank to perform the above System will handle some of the services. All references to the Bank will also refer to the agent, where applicable, in those circumstances.
20.9 Consumer Accounts. Accounts maintained by individuals primarily for personal, family or household purposes.
20.10 Bank Regulator:
(a) Federal Reserve Bank in San Francisco
101 Market Street, San Francisco, CA 94105
(b) California Department of Business Oversight
45 Fremont Street, Suite 1700
San Francisco, CA 94105