Business Internet Banking Agreement
1. Agreement. This Business Internet Banking Agreement establishes the terms and conditions for electronic access to your accounts using the Summit Bank electronic banking system (the "System"). By acknowledging “OK” on Summit Bank’s Business Internet Banking Enrollment page, you agree to this Agreement. Please read it carefully and keep a copy for your records.
2. Definitions. As used in this Agreement, the following terms have the meanings given below:
3. Hours of Access. You can use the System seven days a week, twenty-four hours a day, although some or all Services may occasionally be unavailable due to maintenance or upgrades. Instructions received after a Cut Off Time, or on a day not a business day, may be treated by us as received on the next business day.
4. Access. To use the System, you must have at least one checking account with us, access to Internet service, and an e-mail address. Your Internet Brower software must support 128-bit encryption. You are responsible for the set-up, configuration, operation and maintenance of your computer, modem and all other hardware and software you use with the System. You agree that we are not responsible for any errors or failures from any malfunction outside of our control, including power interruption, delay resulting for high volumes of Internet traffic, breach of security (other than Systems under our control) or message or transfer interception in transit, or any virus or other computer problem related to the use of the Services.
5. Enrollment and Accounts. If you are approved for Business Internet Banking, we will send you confirmation of our acceptance of your enrollment and Access Codes comprised of User login IDs and temporary passwords. You authorize us to obtain information about you from others (including credit reporting agencies) as part of our review of your enrollment application and from time to time thereafter. You agree to provide us with information as we request from time to time.
Your Administrator may add new Users to the system by enabling them under the Administration tool on Business Internet Banking. You may also delete a User by this process. You must appoint an individual (an “Administrator”) with the authority to designate the Services available to a User. Your Administrator can establish limits on each User’s authority to access information and conduct transactions.
6. Services. You can use the System to access Funds Transfer Services or other Services designated on the Enrollment Form, as approved by us. In addition, the System will allow you to check the balances of your accounts, view account histories, view your checks, re-order checks, make stop payment requests, change your address and establish e-mail alerts. Some Services may not be available to you except after special application to and approval by us, even though the Service appears on your computer screen. Unless specifically authorized by us, you agree to use the Services solely for business purposes and not for any Consumer Transactions. In addition, limitations and restrictions may apply to Services, as explained in other sections of this Agreement. We may offer additional Services in the future. We reserve the right to determine your eligibility for any Service.
7. Download Services
A. Download Services for Eligible Accounts allow you to download certain information from your accounts into Quicken®, or QuickBooks®, that you have installed on your computer (collectively "Personal Financial Management Software"). You are responsible for obtaining a valid and separate license agreement with the provider of the Personal Financial Management Software. The following is a brief description of the various features of and requirements for using the Download Services. From time to time, we may add to, modify, or delete any feature of the Download Services in our sole discretion.
B. You understand and agree that: (1) not all of the information in your Eligible Accounts can be downloaded into your Personal Financial Management Software; (2) information you can download may not include all of your account activity; (3) statements generated by us is the official record of account transactions, positions and balances, and that the information you download is for tracking purposes only and should not be considered an official record; (4) the account information will not necessarily reflect banking, financial or investment activities and transactions that have not yet been completed or settled and will only reflect the account information in your Eligible Accounts at the exact point in time that you download the information (for example, trades that have not yet been settled may not be reflected); (5) account information in your Eligible Accounts may reflect transactions as of a prior time period and may not be current as of the point in time that you download such information; (6) the account information that you download to your Personal Financial Management Software will not be automatically updated by us, and that you will have to update the Eligible Account information by downloading more current information from your account: (8) we are not liable for any loss, damages or expenses of any kind as a result of your reliance upon the Eligible Account information in your Personal Financial Management Software, which, for example, as stated above, may not be the most updated information and it may not include pending transactions such as a stock sale or purchase which has not settled.
C. You agree and understand that you assume any risk that: (1) you assume all risk that any Eligible Account information you download and store in your Personal Financial Management Software, or any information you send to us, may be accessed by unauthorized third parties; (2) if you send the information in a manner that is not secure, or if you take the Eligible Account information out of our secure computers by downloading it, we are no longer responsible for the security and confidentiality of that information, and that the responsibility is now yours (or may be shared with others, such as your Personal Financial Management Software provider); (3) we are not responsible for the security and confidentiality of the Eligible Account information if you: (i) use wireless connections to download your account information, in which case you acknowledge such connection may permit other persons to access the information being downloaded, or (ii) allow other persons access to your Personal Financial Management Software.
You agree that any Eligible Account information that you download is done at your own risk and you are solely responsible for any damage that might occur to the computer (or other electronic device) to which you download any information, or any loss or corruption of data that might occur as a result of the downloading or its storage in a computer or other electronic device.
You also agree and understand that you are solely responsible for acquiring and maintaining a computer or other electronic device that has capabilities of handling and accessing the Download Services (including the necessary equipment, including but not limited to a modem), and that you are responsible for all costs associated with accessing the Download Services and your Eligible Accounts.
a.YOU AGREE AND UNDERSTAND THAT THE ELIGIBLE ACCOUNT INFORMATION YOU DOWNLOAD VIA THE DOWNLOAD SERVICES IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE."
b.YOU AGREE AND UNDERSTAND THAT WE MAKE NO WARRANTIES AND HAVE NO LIABILITY AS TO:
You understand that some states do not allow limitations on how long an implied warranty lasts, so that the above limitations may not apply to you, and that you may also have other rights, which vary from state to state.
7. Security Protocols.
Upon three unsuccessful attempts to use an Access Code, your access to the System will be disabled. For Administrators to re-establish their authorization to use the System, they must contact us to have their Access Code reset or to obtain a new temporary password. The new temporary password will utilize both alpha and numeric characters, with a minimum of 8 characters and require them to change their password after their successful login to the System. Non-Administrator Users of the System must contact their Administrator to have their password reset.
8. Responsibility for Unauthorized Use of the System. You agree that we are authorized to act on instructions received under an Access Code associated with you. We use the Access Code as a security procedure to protect against unauthorized use of the System, including unauthorized Funds Transfers. You agree that the authenticity of Funds Transfers and other communications issued to us in your name as sender will be verified by us using these security procedures. A Funds Transfer request or other communication received by us after the System is accessed using an Access Code associated with you will be deemed by us to be an authorized and a valid instruction from you; we will be entitled to rely on this authority and you will be obligated and bound by all such instructions and messages even if in fact the Funds Transfer request or other communication was not authorized by you. You acknowledge that the security procedures are for the purposes of verifying authenticity and not of detecting error. Use of any Service constitutes your agreement to be bound by these terms and conditions.
9. You are Responsible for Confidentiality and Security. You accept responsibility for the confidentiality and security of your Access Codes. You agree to keep your Access Codes secure and absolutely confidential and will inform all Users of the System that Access Codes are to be kept confidential. You agree to immediately notify us if you believe or suspect that an Access Code may have become known by unauthorized person(s) and upon termination of any previous User. WE WILL NOT BE LIABLE TO YOU FOR ANY UNAUTHORIZED FUNDS TRANSFER THAT WAS MADE USING AN ACCESS CODE ASSOCIATED WITH YOU OR ANY USER IF IT OCCURS BEFORE YOU HAVE NOTIFIED US OF THIS POSSIBLE UNAUTHORIZED USE AND WE HAVE HAD A REASONABLE OPPORTUNITY TO ACT UPON YOUR NOTICE. We may disable your Access Code(s), even without receiving this notice from you, if we suspect it is being used fraudulently or in an unauthorized manner, but are not required to do so.
10. You are Responsible for Authorization Controls for Services. You are responsible for controlling access to the Services and for any limitations placed by you on the Services that may be used by other persons. The fact that we are or may be made aware of, or could have discovered, any limitation on access to a Service does not make us obligated to enforce or attempt to enforce any limitation. You understand that persons may utilize the System (including inquiries, transfers, bill payment and account verification) without regard to any restrictions otherwise applicable to an Account. You agree that any arrangements with us to require one or more authorized signatures for transactions involving your Accounts do not apply to nor limit our obligation to act upon your online instructions.
11. You are Responsible for your Administrators. You agree and understand that the Administrator(s) you choose may act on your behalf in all matters relative to user access and authority levels of System Services, including changing the Account(s) associated with an Access Code or a Service. You assume sole responsibility for the actions of your Supervisor, the authority he or she gives others to act on your behalf, and the actions of the persons designated by the Administrator to use the Services. Authorization granted by an Administrator to a User to use a Service (including any Funds Transfer Service) will be deemed to be authorization granted by you. You or your Supervisor will need to designate which Accounts will be utilized for Services, including Funds Transfers. If you or the Supervisor links an Account that would otherwise require more than one signature for the withdrawal or transfer of funds, you agree that we may act upon any Service instruction that is accompanied by an Access Code. This may mean that we may act upon the Funds Transfer request of only one person (e.g., to Wire Transfer funds), even though the signature card or loan documents for the Account in question require two or more signatures on checks or otherwise imposes specific limitations on access to deposit or loan balances. As long as an instruction is accompanied by an Access Code, the transaction will be deemed authorized by you.
12. Risks of Loss. You assume all risks associated with disclosure, discovery or misuse of any Access Code to or by your employees or others. We are not responsible for verifying whether a Funds Transfer request or other communication is originated by you other than through the verification process contained in the security procedures of the System.
13. Compliance with Security Procedures/Protection of the Services. You will establish procedures to protect the confidentiality of all information relating to the Services, including all Access Codes, and will promptly notify us if you know or suspect any Access Code is stolen, compromised, or misused. You will require and implement new passwords at reasonably frequent periods, based on your assessment of the security requirements appropriate for the Services utilized by you.
14. Your Obligation to Review and Acknowledge Security Procedures. You will on an on-going basis review and implement all security procedures available in connection with the System. You will consider the size, type and frequency of Funds Transfers normally issued by you, along with any other factors relevant to you. After your review, you will notify us if your use of the System would necessitate or be better served by a level of security procedures better able to prevent unauthorized Funds Transfers. If you fail to notify us, you acknowledge and agree that the security procedures of the System are appropriate for your needs and provide you with a commercially reasonable degree of security against unauthorized use.
15. Access to Account Information. You can obtain balance and other account information through the Service. Since we do not process certain information and transactions until after the close of our business day, some transactions may not be reflected in the system until the next business day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Some balances are provisional, and these may be identified as such (for example, as “memo posted” to your Account(s)). Whether a transaction is or is not identified as provisional, we may reverse any transaction where doing so will assist us in preventing a loss or risk of loss to us. There may be delay or lag between the time information is sent to or from the System to the time it is received from or at your computer, and Account status or information may change during that time delay.
16. Fees and Charges. You agree to pay our fees and charges for your use of our Services, as they are set by us, and which may change from time to time. These fees are separate from and in addition to any regular Account fees and service charges which may apply to your account(s). Many of these fees and charges can be viewed on our Web site. You agree that fees and charges may be deducted from any of the Accounts maintained by you with us or any other account of yours. You agree to pay any additional charges for services you request which are not covered by this Agreement. You are also responsible for telephone, Internet service, taxes, or any third party fees or charges incurred in connection with your use of the System.
17. Receipt of Funds Transfer Requests; Duplicate Instructions; Cancellation. Funds Transfer requests or other communications are deemed to be received by us only if and when the System successfully acknowledges such instructions. You will ensure you do not send us duplicate instructions via the System. We are not responsible for duplicate Funds Transfers, even if we may have been able to ascertain that the Funds Transfer was a duplicate.
If you wish to cancel or amend any instruction, you may do so using the System if the System will allow such action. You have no right to cancel or amend any instruction after we have received it, except as may be accomplished using the System. Normally, the System will not allow cancellation or amendment after the Cut Off Time of a particular Service. You may call us if you wish our assistance, and we may at our discretion seek to assist you in canceling or amending any instruction, but are not obligated to do so. If we do, you will indemnify us in accordance with this Agreement for any losses we may suffer in connection with our efforts.
18. Processing Transfers Between Accounts. Account to Account transfer requests may be made as one-time or recurring, same day or in the future. Account transfer requests received by us through the System prior to the cut off time on a business day are posted and processed on the same day. Transfer requests received after the cut off time or on a non-business day are posted and processed the next business day. For current day transactions, you will need to have sufficient available funds in the account that funds are to be transferred from to cover the amount of the transfer. For future or recurring transactions, you will need to have sufficient available funds on the day the debit is to occur. If you do not have available funds, you may incur an insufficient funds fee. Please refer to our Schedule of Fees and Charges for details. Future dated or recurring transactions scheduled for a non-business day will be processed the next business day.
19. Other Funds Transfer Services Agreements. Use of the System for any of the following Services serves as acknowledgement by you of the appropriate separate agreement and your consent to it.
20. Stop Payments. You may submit stop payment requests via the System for paper checks you have written which have not posted to your Account. (For stop payments on Bill Payments, call 1-800-593-4345). If the stop payment request is received after 4:00 PM, the stop payment will be processed on the next business day. Your stop payment request will need to reach us in sufficient time for us to process the request before the paper item has been paid. The check covered by the stop payment request must be described exactly, to include check number, date of issuance, exact amount of check, and payee. If you make a stop payment request, you agree:
21. Overdrafts. Credits to your account will be made in accordance with our standard funds availability policy. If your Account has insufficient funds to perform all electronic fund transfers and other payments from the account for a given business day, then:
22. Automated Clearing House (ACH) Originations. Electronic payments made through the Automated Clearing House (ACH) are subject to the rules set by the National Automated Clearing House Association (NACHA), as amended from time to time, and you agree to be bound by the Operating Rules of the ACH and all laws and regulations of the United States. You can obtain a copy of the Rules by contacting NACHA at 13665 Dulles Technology Drive, Suite 300 Herndon, VA 20171
23. Compliance with Applicable Laws, Rules and Regulations. You agree not to use the System in violation of, and you must comply with, all laws, rules or regulations applicable to you, to us and to the System. Without limiting the foregoing, you agree not to use the System in violation of federal sanctions laws administered by the Office of Foreign Asset Controls. You agree to indemnify, defend and hold us harmless for any action or inaction by you that causes harm to us, if your action or inaction is a violation of any provision of this Section. We may act (or refuse to act) at any time and from time to time in a manner deemed by us in good faith to be appropriate or required under any law, rule or regulation applicable to us, and you agree that we will not be liable for any harm suffered by you as a result.
24. Limits on System Transactions. Federal regulations limit the number of certain types of transfers from certain interest bearing accounts; specifically savings and money market accounts. You are limited to six pre-authorized electronic fund transfers and telephone transfers (including System transactions, checks and point-of-sale transactions) per month. Of these six transactions, you are limited to no more than three transactions per month by check, draft or similar order from money market accounts. (Savings accounts are not eligible for these types of transactions). Each Fund Transfer through the System from your savings or money market deposit account is counted as one of the transactions you are permitted each month. Demand deposit accounts are not subject to these transfer limitations. All transfers between accounts or to third parties are subject to there being sufficient available funds to cover the amount of the transfer request in the affected Account. You agree to pay us in immediately available funds any amounts due to us as a result of our processing any funds transfer or request for you. If we allow transfers to be processed against insufficient funds, we are not obligated to continue that practice. We may from time to time impose lower limits on the amount of any funds transfers or requests. We will communicate these limits to you if they are imposed.
25. Security Interest in Accounts. You grant us a security interest in all Accounts or other deposits (whether general or special) of yours with us, and in all funds in such Accounts or other deposits, to secure your obligations to us under this Agreement. This security interest will survive termination of this Agreement. We may hold any funds on deposit with us by you after termination of this Agreement for up to ninety (90) days following the expiration of any return or chargeback rights regarding any funds transfers or ACH entry by you using the System or, if later, until any other claims to such funds have expired.
26. Disclosure of Account Information and Transfers. You agree that information about your Accounts or the transfers you make may be disclosed by us to others, both in connection with our providing the Services and for other business purposes. For example, we may disclose personal information to third parties in the following cases, and others:
27. Periodic Statements. You will receive a monthly checking and savings account statement. Your statement will include all transactions that occurred during the month in your Accounts. There will not be a separate statement for banking transactions you make using the System. Transfers to and from your Accounts using the System will appear on the respective periodic statements for your Accounts. You will not receive separate confirmation of transfers to or from your Accounts through the System, other than the information provided to you using the System.
28. Your Right to Terminate. You may cancel your System Services at any time by providing us with written notice. Your access to the System will be suspended within three (3) business days of our receipt of instructions to cancel your System Service from any person purporting to represent you. You will remain responsible for all transactions that occur prior to termination, whether termination by you or by us, and for any fees and charges incurred prior to the date of cancellation. Any unprocessed transactions including future dated and recurring transactions, will be cancelled as a result of termination of your System Service.
29. Our Right to Terminate. You agree that we can terminate or limit your access to the System Service or any particular service for any of the following reasons:
Any unprocessed transactions including future dated and recurring transactions will be cancelled as a result of termination of your System Service.
30. Inactivity. We may remove an Access Code from the System if it is not used to sign on to the System for over one hundred and eighty (180) days, without prior notification from us to you. If your Access Code is removed, you must contact us to have a new Access Code created. Any unprocessed transactions associated with the cancelled Access Code, including future dated and recurring transactions, will be cancelled.
31. Communications Between You and Us. You can write to us at Summit Bank, 201 N. Montezuma St., Prescott, AZ 86301. We may write to you at the most current address shown in our records.
Data transferred via the System is encrypted in an effort to provide transmission security. Notwithstanding our efforts to insure that the System is secure, you acknowledge that the Internet is inherently insecure and that all data transfers (including transfer requests and electronic mail) occur openly on the Internet. This means that the data transfers potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing the System will not be monitored or read by others. We will not send, and strongly suggest that you do not send, any confidential information unless using the electronic communication options provided by the System.
32. Your Duty to Notify Us of Error. If you fail to notify us within 60 days after you receive notice (whether by paper statement or electronic statement) of an unauthorized or erroneous transfer or transaction, you will be precluded from asserting any lack of authorization or any error against us.
33. Data Recording. Your usage of the System may be maintained as part of our records. You consent to such recordkeeping.
34. Consent to Electronic Communication. You agree that any notice or other communication may be provided to you by us electronically (including by e-mail to you or by posting on our web site). You agree to notify us immediately of any change in your e-mail address. Any communication we make will be considered made when transmitted or posted by us.
35. Change in Terms. We may change the terms of this Agreement at any time. We may provide you with notice of the change electronically, as described above. Your continued use of any Service offered through the System indicates your acceptance of the change in terms. We reserve the right to waive, reduce or reverse charges or fees in individual situations.
36. Limitation on Liability. As a condition precedent to any liability of ours, you must notify us in writing of any alleged negligence or breach of this Agreement by us as promptly as reasonably possible, but in no event later than five (5) business days following the day on which such alleged negligence or breach was, or could reasonably have been, discovered by you. Our entire liability and your sole remedy under this Agreement, whether or not the claim is in contract or tort, will not exceed an amount of the fees charged by us to you for your use of the Services during the 3-month period preceding the date of the alleged negligence or breach. Except as set forth herein, we will not be liable or have any responsibility of any kind or any loss or damage thereby incurred by you as a result, directly or indirectly, of any unauthorized person gaining access to, or otherwise making use of, the System. We cannot and do not warrant that the System will operate without errors, or that any or all System Services will be available and operational at all times. This paragraph shall survive termination of this Agreement by either party.
37. NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR SPECIAL, GENERAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SIMILAR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY PATENT OR OTHER PROPRIETARY RIGHTS. THIS PARAGRAPH WILL SURVIVE THE TERMINATION OF THIS AGREEMENT BY EITHER PARTY, AND ALSO LIMITS THE LIABILITY OF ANY AGENT, EMPLOYEE OR AFFILIATE OF BANK.
38. Indemnity. You will indemnify, defend and hold us harmless from against any and all loss, liability, cost, charges or other expenses (including reasonable attorneys' fees) which we may incur or be subject to, arising out of or related directly or indirectly to any breach by you of your obligations under this Agreement.
38. Governing Law. This Agreement is also subject to applicable federal laws and the laws of the State of Arizona (except to the extent this Agreement can and does vary such rules or laws, and excluding Arizona rules governing conflicts of law). If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement. This Agreement is binding upon your heirs, successors and assigns. Any of your obligations pursuant to this Agreement that by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement.
39. Arbitration. The parties expressly agree that any legal proceeding, any action, dispute, claim, or controversy of any kind (e.g., whether in contract or in tort, statuary or common law, legal or equitable) now existing or hereafter arising between the parties in any way arising out of, pertaining to or in connection with this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules and Supplemental Procedures for Financial Disputes of the American Arbitration Association. The foregoing matters shall be referred to as a"Dispute." Any of the parties hereto may, by summary proceedings (e.g., a plea in abatement or motion to stay further proceedings), bring an action in court to compel arbitration of any Dispute. Any such arbitration shall proceed inTucson, Arizona, and shall be governed by the substantive laws of the State of Arizona.
The decision of the arbitrator shall be final and binding upon all parties and judgment upon the award may be entered in any court having jurisdiction thereof by an party Any arbitrator chosen to preside over the dispute must be a member of the Arizona State Bar either actively engaged in the practice of law or a retired member of the Arizona State or federal judiciary, and, unless otherwise agreed in writing, must have expertise in the process of deciding disputes in the deposit account and/or internet banking services context.
In Disputes involving indebtedness or other monetary obligations, each party agrees that the other party may proceed against all liable persons, jointly and severally, or against one or more of them, less than all, without impairing rights against other liable persons. Nor shall a party be required to join the principal obligor or any other liable persons in any proceeding against a particular person. A party may release or settle with one or more liable persons as the party deems fit without releasing or impairing rights to proceed against any persons not so released.
These arbitration provisions shall survive any termination, amendment or expiration of any provision of the Documents, unless otherwise expressly agreed in writing.
THE PARTIES UNDERSTAND THAT THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL, OR A TRIAL BEFORE A JUDGE IN A PUBLIC COURT.
40. Miscellaneous. All times in this Agreement are in local time of the Bank. This Agreement constitutes the entire agreement between you and the "Bank" with respect to the Services, except as expressed provided herein. The terms and conditions of the deposit agreements and disclosures for each of your Accounts, as well as your other agreements with us (such as for loans or other Services), continue to apply except as specifically altered by this Agreement. This Agreement shall be effective upon date of enrollment. You represent and warrant that this Agreement, once duly executed, will be a valid agreement enforceable against you in accordance with its terms. You agree to cooperate with us in all manner reasonably requested by us, including providing us with information about you and executing and delivering to us any documents reasonably requested by us to further the purposes of this Agreement.