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Enter at least one and up to five accounts
This Business Online Banking Agreement and Disclosure ("Agreement") includes terms and conditions for electronic transfers and transactions facilitated through Malaga Bank FSB's online banking and cash management system. This Agreement will be effective and you agree to be bound by its terms as of the first day we make the Services available to you.
Agreement is in addition to other agreements between Malaga Bank FSB and you, including but not limited to (as applicable), your checking, savings, and other deposit account agreements, your overdraft protection, loan and line of credit agreements as each may be modified from time to time. If there is a conflict between the terms and conditions of this Agreement and those contained in the other agreements between you and us, this Agreement will control.
General Terms
Definitions. In this Agreement, defined terms have the meaning given to them. In addition:
Agreement. Subject to our approval and to any limits we impose, you may designate Accounts for access through our internet banking website and for the Services. We may act on requests for information, or requests to make or countermand any Service requested on or associated with an Account, from any Account owner (including joint owners or borrowers on an Account) or their authorized representatives. Each time you use our Services or you permit any other person to use our Services, you are agreeing to the terms and conditions that we have set out in this Agreement, as amended, as well as any instructional material which we may provide to you regarding the Services, including instructions presented to you at our website. You agree not to resell or offer a Service to another, or to process any transactions for others using a Service. If you are a natural person, you certify that you are at least 18 years or older. You agree to use the Service only for business purposes, and not to use the Service for personal, family or household purposes.
Eligible Accounts. Only Accounts designated by you will be made accessible to you via the Services, and Accounts will only be made accessible after we have received a request from you to make the Account(s) available. The account ownership on eligible accounts must meet our authorized access requirements. The request must be made using our Enrollment Application. If you wish to add a new Account to, or remove an existing Account from, Service access, you must modify your Enrollment Application. We are not, however, obligated to establish access to any or all of your Accounts, and not all Services may be available with all Accounts. Some Services may not be available without special application to and approval by us, or may be limited to specific types of Accounts.
Eligible Accounts include the following types: checking, money market, savings and time deposits. In some cases, we may allow loans and lines of credit to be linked, in which case you agree that the relevant loan agreement, note or other document is modified to the extent necessary to allow the transfers or other Services that may be utilized. Certificates of deposit are time deposits where early withdrawals may result in a penalty assessment. No online transactional activity is allowed on certificates of deposit, which are view only. Accessibility to Accounts may vary based on the Service(s) you use.
Sufficient Funds. You must have a sufficient available balance in your Account to cover the amount of any transaction that would be charged to your Account. Subject to limitations set out in this Agreement, you can request payments up to the amount of your available balance or available credit in your Account. We may hold (or "freeze") funds at any time after you have initiated a Service for any reason, including as a means of reducing risks that there will be insufficient funds for completing the Service. If we do hold funds, we may treat the held funds as not available for other purposes, and reject other transactions (for example, checks or other transfer instructions) in any order we choose. We may allow overdrafts/overlimits or negative balances, but we also may discontinue the practice at any time with or without prior notice to you. We may prevent or reverse any payments or other Service in any order that we choose as a means of preventing or recovering any overdrafts or other exposures. If you do not have sufficient or available funds or credit, you may be charged an overdraft or other fee (such as fees for returned checks or other electronic items).
WAIVER OF OTHER ACCESS RESTRICTIONS. Your Accounts may be subject to access restrictions when you conduct transactions in person or when you are using systems other than with a Service. If access restrictions exist, they do not apply to your use of the Services. We may limit or deny Services to you if there are access restrictions. Conversely, we may process your transactions based on Communications without regard to or any need to comply with access restrictions otherwise applicable to your Accounts.
Compliance with Laws and Rules. You agree to comply with all state and federal laws, rules and regulations applicable to you and to your use of the Services (the "Laws"), including the operating rules of all systems used to provide Services to you (the "Rules"), and to provide evidence reasonably satisfactory to us of the same if requested by us. You agree not to use the Service for any illegal purpose, including but not limited to illegal Internet gambling. Without limitation, you agree and acknowledge that the Services may not be used by you in violation of the laws of the United States, including sanctions laws administered by the Office of Foreign Asset Controls. You acknowledge and agree that the software you use to access Services may be subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations. You agree and certify that neither the software nor any direct product thereof is being or will be used by you for any purpose prohibited by these Acts.
Additionally, each Account and the Services will be subject to and governed by the following:
Nothing in this Agreement relieves you of any obligation you may have under the Laws or the Rules, and this Agreement is deemed modified to the extent necessary to allow or require you to comply with the same. You will implement and maintain procedures, including retention of legal or compliance services, to ensure that you are able to comply with all current and future Laws and Rules, including any changes to them. We are not obligated to provide information, updates or notice of or regarding the Laws or the Rules, even if we are aware of the same and of the potential for material impact on you and your use of the Services, and your indemnification and other obligations to us are not relieved or reduced by our not providing the same to you. If we do provide information, updates or notices of or regarding the Laws or the Rules to you, we are not responsible for the accuracy of the same and may discontinue doing so at any time.
Electronic Records and Signatures. When any payment order or other Service generates items or transactions to be charged to your Account, you agree that we may charge the affected Account without requiring your signature on an item and without prior notice to you. Any transactions resulting from your instructions which we receive in your name and under your credentials shall be deemed to have been "a writing" and authenticated by you "in writing" for purposes of any law in which a writing or written signature is needed or required. All records maintained by us of transactions under your credentials shall be deemed to have been "signed" and to constitute an "original" when printed from records established and maintained by us or our authorized agent in the normal course of business.
You agree not to contest the authorization for, or validity or enforceability of, our electronic records and documents, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files or records are to be in writing or signed by the party to be bound thereby. Records and "signed" documents, if introduced as evidence on paper in any judicial or other proceedings, will be admissible to the same extent and under the same conditions as other documentary business records. Upon our request, you agree to manually sign or place your signature on any paper original of any record or "signed" document which we provide to you containing your purported signature.
Third Party Transfer Limitations. For certain types of transactions/transfers from a money market or savings account, you are permitted to make no more than six transfers and withdrawals, or combination of them, per calendar month or statement cycle, to another account or to a third party by means of a preauthorized or automatic transfer, or telephonic (including data transmission) agreement, order or instruction, including by check, draft, debit card or similar order by you and payable to third parties. If you exceed these limits, we may impose a fee, close or convert your Account, limit your use of the Services, or any combination of the foregoing, without prior notice to you.
Available Services
Your approved Services will be reflected in your Enrollment Application. The Services may include (subject to System limitations):
You may also be given access to the following supplemental Services, based on the Services you request, but you may be required to enter into supplemental agreements to cover them:
Services performed during nightly processing may not succeed when applied to your actual balance at the end of the nightly processing. A Communication received by us after the cut-off time on a business day, or on a day that is not a business day, may be treated by us as if it were received on the next business day. At our option, however, we may treat it as received the same day as the day of receipt. A Communication is deemed received by us when actually received by us (or by our service provider) in content and in a format specified by us (or at our option useable to us) for processing. There can be a delay between the time when you send a Communication to us and the time we receive it.
Cutoff Hours
The cutoff hours applicable to the Services are reflected in the Supporting Documents, as amended from time to time.
Computer Equipment and Software to Access the Services
To use the Services, you must have a sufficiently powerful computer hardware or mobile device and appropriate software. At this time, this includes an internet browser that supports 128-bit encryption. Some Services may require you to download software from our website; in some cases, we may place software on your computer as part of our security and/or verification tools. You agree to abide by the intellectual property rights of others with respect to all software used by you or us in connection with the Services; among other things, you will not transfer, use, copy, disseminate, reverse compile, modify or alter, or otherwise appropriate any software code or program except as allowed and for the purpose of performing approved Services. You agree to maintain the confidentiality of the Security Codes at all times and not to provide access to them to anyone that you do not authorize to access your Accounts through the Services. You expressly acknowledge that any wireless access to the Services initiated by you may not be secure and, in such cases, you assume the risk associated with unauthorized access to the Service and any information contained therein, resulting from such wireless connectivity.
We make every commercially reasonable effort to provide reliable information on our website. Due to the possibility of human and mechanical errors, as well as other factors, the site is not error-free, and all information is provided "as-is," without warranty of any kind. We make no representation and specifically disclaim any express or implied warranties to users of any third parties, including but not limited to, warranties as to accuracy, timeliness, completeness, merchantability, or fitness for any particular purpose.
Security Code Credentials
During your enrollment for the Services, you are required to select or will be assigned certain numbers, codes, marks, signs, public keys or other means of authenticating your identity and electronic communications in your name, including multi-factor authentication techniques. These credentials, with the other components of your Security Codes, will give access to your Accounts through the Service.
We recommend that you change passwords frequently. You agree to change all Passwords with sufficient frequency so as to protect confidentiality.
You agree to keep all Security Codes confidential; you agree not to write them down. We may offer to you or require you to use additional authentication tools or methods from time to time. If you choose not to implement supplemental authentication tools, your access to some or all Services may be limited. The term "Security Codes" will include any supplemental authentication tools that are used by you.
You are responsible for keeping your Security Codes confidential. If you believe that your password or any aspect of your Security Codes may have been lost or stolen, or that someone has transferred or may transfer money from your Account without your permission, or if you suspect any fraudulent activity on an Account, notify us immediately at 310-375-9000 or as otherwise specified in the Service or by us from time to time.
Liability for Access to and Unauthorized Transactions on Account(s)
General. You are responsible for and bound by any Communication we receive in your name through a Service if the Communication: (a) comes from an authorized representative, Administrator or Sub-User; or (b) is authenticated using security procedures, described herein, even if not authorized by you; or (c) is legally binding on you under the laws of agency, contract or otherwise.
Authorized Representatives. Your "authorized representative" includes each person who is (1) authorized by you to conduct business with us, including as part of your Account management resolution(s); or (2) a principal officer of yours (such as your CEO if you are a corporation, or a partner in a partnership, or a manager in an LLC); or (3) otherwise authorized (or deemed authorized) to act on your behalf, whether under this Agreement or any other agreement with us, by the laws of agency, or under by any other state or federal law, rule or regulation.
Administrator. You will be required to designate an initial Administrator who must be an authorized signer on your Account. You (through the Administrator) then control the Services and access to them. Your Administrator may establish Sub-Users. The Administrator will be able to and will be responsible for maintaining your Service settings and Sub-User security. Access to your Account(s) through the Service will be based upon authority established by the Administrator, who you agree may specify usage levels. You must notify us if you terminate or change the Administrator. You must also notify us if you want to add or delete Accounts or functionalities.
The Service may allow the Administrator to establish authority levels to help manage additional Sub-Users and control use of various Services (such as stop payment, ACH origination, wire transfer and Account transfer capabilities). The levels are used to specify who can access specific Accounts, what dollar amounts Sub-Users are authorized to handle and what functions a Sub-User can access when transacting on an Account using the Services.
The Administrator is responsible for setting up Sub-Users. The Administrator is also responsible for assigning all persons with temporary Security Codes that are necessary to access Services and for establishing what, if any, limitations will apply (including what level of activity is appropriate for each Account). The Administrator will have full access to Accounts and to any future Accounts opened on your behalf.
You agree to the creation of an Administrator and to all action taken by the Administrator. You agree to all action taken by any Sub-User and by any person given access to one or more Services by the Administrator or by a Sub- User, and all such persons are your agent for purposes of use of the Services.
You further agree to assume all risks associated with providing Security Codes to your Administrator, understanding that this can result in Sub-Users and possibly other persons obtaining access to your Account without control or monitoring by us. You are responsible for establishing authorization parameters and/or limits for each person you authorize to use the Service.
Responsibility For Communications In Your Name, Whether Or Not Authorized By You. The Security Codes are security procedures. You agree that we may use the security procedures to verify the authenticity of Communications that are received by us in your name. If we verify the authenticity of a Communication or instruction received in your name using the security procedures, we may rely on it and you will be obligated on the Communication or instruction, whether or not it was authorized by you.
On the other hand, if a Communication or instruction was authorized by you or if you would otherwise be bound by it under this Agreement, you will be obligated on it even if we did not verify its authenticity using the security procedures and even if the security procedures would have prevented error. You agree that the security procedures are intended to verify authenticity and not to detect error.
Responsibility For Security Procedures. In addition to the Security Codes as security procedures, you may choose additional security procedures. We may from time to time offer supplemental security procedures, and you agree to consider them. You agree to follow any instructions we provide to you about using, storing or otherwise related to security procedures.
You agree to consider the size, type and frequency of the ACH entries, wire transfers, payment orders or other money transactions you will or intend to use Services to accomplish. You agree to consider the risks presented by the possibility of unauthorized access to these Services, including the of risk loss to you that we may process Communications and instructions that are your responsibility even though they were not authorized by you. You agree to use Services only after determining, and only for so long as you continue to determine, that the security procedures are a commercially reasonable method of providing security against unauthorized ACH entries, wire transfer, payment orders or other Communications. You agree and acknowledge that the security procedures are commercially reasonable for you and that you will be bound by instructions or Communications in your name, as set forth above.
You agree to take appropriate steps to ensure that all Security Codes are protected and kept confidential. In your review of the Services, including those aspects of the Services pertaining to the issuance, use, and protection of Security Codes and security procedures, you agree to notify us if your use of the Services would necessitate or be better served by a level of security that exceeds that offered by the Services. If you fail to notify us, then you acknowledge and agree that the security procedures of the Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized use.
Refusal To Process Communications
We may delay or refuse to process any requested Service, including ACH entries, wire transfers, payment orders or other money transactions, or any other Communication from you. We may do so for any reason or for no reason.
We may provide notice to you, but are not obligated to do so. You agree that we will have no liability to you or to any other person for any loss, damage or other harm caused by or arising out of any such delay or refusal.
Privacy and Confidentiality
Your access or use of our website constitutes your agreement to the terms and conditions of our online privacy policy ("Privacy Policy"), and our use of information gathered about you in accordance with that policy. Our Privacy Policy may be revised from time to time. We may notify you of the changes by mail, email, or by posting a modified Privacy Policy on our website. Your continued use of our website or any Service following such notification or postings will constitute your acceptance of the revised Privacy Policy. Accordingly, please check our website regularly for revisions to the Privacy Policy. Web sites linked to our website may publish separate privacy and security policies in connection with your use of their sites and services. Please refer to their rules whenever you leave our website.
E-Mail and Data Transfers
While access to us through the secure e-mail function of the Services is "online," messages sent to us through e-mail are not reviewed by Bank personnel immediately after they are sent. If immediate attention is required, you must contact us by telephone or in person.
Encryption of data transmissions does not guarantee privacy. Data transferred via the Services is encrypted in an effort to provide transmission security. Notwithstanding our efforts to insure that the Services are 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 Services will not be monitored or read by others.
Your e-mail messages may be acted upon by us if received in a manner and in a time providing us a reasonable opportunity to act. Nevertheless, unless otherwise provided herein, e-mail messages will not serve as a substitute for any requirement imposed on you to provide us with "written" notice.
E-mail or messages sent by us to you will be deemed received by you when sent by us to you at your e-mail address as shown on our records. You agree to notify us (using the Service or otherwise in form acceptable to us) whenever your e-mail address changes. You agree that information or messages made available to you via the Services will be deemed received by you when first posted on our website or made available to you. You agree to access the Service from time to time, in no event less than monthly, to access this information or the messages.
Bill Payer Service
Technical Requirements; Charging Accounts; Fees. When using the Bill Payer Service, you must designate the Account ("Bill Payer Account") from which the Bill Payments are to be made, the complete name of the payee, your Account number and the payee's remittance address (as exactly as shown on the billing statement or invoice), the amount of the payment and the date you want the payment to be processed from your Bill Payer Account ("Payment Processing Date"). If the Payment Processing Date on which you want the payment to be processed is not a business day, then your Bill Payer Account will be processed the next business day. By using the Bill Payment Service option, you agree that we can charge your designated Bill Payer Account by electronic transfer, "no signature required," or similar draft, or by debiting and remitting funds on your behalf.
Use of Vendors; Use of Information. We may use one or more bill payer vendor(s) to provide the Bill Payer Service, and you understand that various financial intermediaries and their servicers may be involved in processing any one of your Bill Payer instructions. These intermediaries may benefit from interest that accrues on Bill Payments between the time your Bill Payer Account is debited and the time the payee is paid. Any information you provide may be used by us or any of these other parties to complete or otherwise deal with your transaction or comply with any laws, rules or regulations. If there is a dispute between you and us, or either of Bank and any other person (including any merchant, payee, financial institution or other intended or actual recipient of any Bill Payment), you authorize us to obtain information regarding you, your Account and your bill payment obligations (or the absence of them) from any party that was involved in the transaction or that might otherwise assist in the resolution of the dispute or problem. This may include financial and other information.
Setting-Up Payees; One-Time and Recurring Payments. When you sign onto the Bill Payer Service, you must establish your list of payees. A payee is anyone, including Bank that you designate to receive a Bill Payment; provided that we accept the payee for the Bill Payer Service. If we accept the payee, then the payee will be placed on your authorized list of payees. Each time you want to initiate a Bill Payment, the payee must be on your authorized list of payees.
We are not responsible if a Bill Payment is not made to a payee because you provided us with incomplete, incorrect or outdated information regarding the payee or we attempted to make a payment to a payee that is not on your authorized list of payees. Also, we reserve the right to refuse to approve a payee for your authorized list of payees and to otherwise prohibit payment to a payee via the Bill Payer Service.
One-Time Payment - You can use the Bill Payer Service to make a one-time Bill Payment. A one time payment Bill Payment will be processed on the Payment Processing Date; provided that the Payment Processing Date selected by you is a business day and you submit your one time Bill Payment instruction prior to the Bill Payment cut-off hour for that date. If you select a Payment Processing Date that is not a business day or submit your Bill Payment instruction after the Bill Payment cut-off hour for that date, then the Payment Processing Date will be the next business day.
Recurring Payments - You can use the Bill Payer Service to make recurring Bill Payments. The Bill Payer Service will allow you to schedule Bill Payment instructions that will cause a Bill Payment to be processed from the selected Bill Payer Account on your selected frequency on an ongoing basis. However, if the future Payment Processing Date is on a non-business day, then the new future Payment Processing Date will be the next business day.
Available Balance. For Bill Payment instructions, you will need to have a sufficient available balance in your designated Bill Payer Account to cover the amount of the Bill Payment on the Payment Processing Date. The payment may be debited from your Bill Payer Account on a later date in some cases. Whether the payment is debited on the Payment Processing Date, or at a later time, you agree that you must have sufficient available balance in your Bill Payer Account as of the Payment Processing Date and that amount must be retained in the Bill Payer Processing Account until the debit occurs. You can initiate Bill Payments up to the available balance in your Bill Payer Account, plus any linked credit or other overdraft facility (as applicable). If you exceed these limits, then we may prevent (or reverse) Bill Payments in any order and in any amount that we choose, even if the result is to reduce your transactions to a level below the amounts needed to pay your bills.
Non-Recommended Payees. Bank does not recommend that you use this Service to pay your federal, state or local taxes, courts or other governmental entities. We will not be liable for penalties, interest or other damages of any kind if you try to use the Bill Payer Service to remit or pay money for taxes, or to courts or governmental agencies.
Payment Processing Date. The Payment Processing Date is the date that we will initiate the Bill Payment. Bill Payments should be scheduled sufficiently in advance of the due date of your bill ("Due Date") to allow the payee to receive it on the Due Date set by your payee and without taking into account any grace period that may be offered by your payee.
Scheduling Payments in Advance of the Due Date. Electronic bills will be paid within 48 hours of the close of business of the Payment Processing Date. Some companies you pay through the Bill Payer Service are not set up for electronic payment and therefore will receive a paper draft on your behalf. These paper draft payments can take up to ten (10) business days to process before the payee receives the payment. You are responsible for ensuring that you initiate a Bill Payment instruction in time for the payment to reach the payee before its Due Date (without taking into account any grace period). You must allow at least ten (10) business days, prior to the Due Date, for each Bill Payment instruction to reach the applicable payee. We are not responsible for any damages you may suffer if you do not allow at least ten (10) business days between the Payment Process Date and the Due Date of your bill or obligation, without counting any grace period offered by the payee.
Payment Methods. We reserve the right to select the method in which to remit funds on your behalf. These payment methods may include, but may not be limited to, an electronic payment, an electronic check payment (where the check is drawn off Bank's third party service provider's account), or a demand draft payment (where a negotiable instrument is created and drawn off of your Bill Payer Account).
Payment Changes and Cancellation. You may change or cancel a Bill Payment instruction via the Service as long as you submit the change or cancellation request by the cut-off hour, prior to the Payment Processing Date for the Bill Payment instruction and you follow the Bill Payment instructions provided by the Bill Payer Service for changes and cancellations.
Accurate Information on Payees. The Bill Payment will be processed using the information you supply, and if the information you give to us is inaccurate or incomplete in any way the Bill Payment may be delayed or misdirected. If the Service provides you with a series of options regarding payee address or location, you are responsible for correcting that information if such information does not agree with your records or with your particular bill. Bank and the others that handle your Bill Payment (including the payee's bank) are entitled to rely on information you supply, such as the payee's account number or the routing number of the payee's bank, even if the name you give to us and the number you give to us identify different persons.
ACH Entries. Electronic payments that are made through the ACH are subject to the rules of the ACH, and you agree to be bound by the Operating Rules of the ACH, including the rule making payment to the payee provisional until receipt by the payee's bank of final settlement of the credit transaction. If final settlement is not received, you will not be deemed to have paid the payee the amount of the electronic bill payment. Furthermore, you agree that any payment by us to you for any returned credit entry or credit reversal is provisional until receipt by us of final settlement for such entry. If final settlement is not received, we are entitled to a refund from you of the amount credited and we may charge your account for the amount credited. We may refuse to permit the use of any amount credited for a credit reversal if we believe that there may not be sufficient funds in your account to cover charge back or return of such reversal.
Check Stop Payment Services
You may request a stop payment on a check issued on your Account(s) by completing the form presented as part of the check stop payment Service and submitting all the required information to us ("Check Stop Payment"). Check Stop Payments must be received by us in sufficient time prior to presentment of the relevant item for payment that we have a reasonable opportunity to act on the request. All Check Stop Payment orders, renewals and revocations of stop orders will be subject to our current policy on stop payment orders. Requests received after our cut-off hour or on a day that is not a business day may be deemed received the following business day. For significant or material items, contact us by coming to one of our branches or by telephone in addition to using the Services for Check Stop Payment. There will be a fee assessed for each Check Stop Payment request whether or not we receive the request in time to place the Check Stop Payment.
You must give us timely, complete and accurate information, including the check date, payee, EXACT amount of the check, check number and reason for the stop request. If any information is incomplete or inaccurate, we will not be responsible for failing to stop payment on the check.
You may use the Check Stop Payment Service to stop payment on a single or a range of check(s) that you have written against your Accounts. If you wish to change or cancel any other Service transaction (for example, the Bill Payment Service), you must use the process applicable to that Service and you will be subject to any limitations or inability to stop service transactions applicable to that process.
You may not use the Check Stop Payment Service to stop payment on any ACH/EFT transaction, point-of-sale ACH/EFT transfer; or Bank checks you have purchased from Bank or any check which we have guaranteed. You understand that your Check Stop Payment request is conditional and will not be effective if we have not had a reasonable opportunity to respond to your request, or that stopping payment may subject us to risk of loss or damages under any law or regulation (including clearing house or other processor rules). A Check Stop Payment request against a check is effective only against the check that is described in the Check Stop Payment request form; and does not cancel or revoke any authorization for future or recurring ACH/EFT transfers by you or by the same biller or originator. A Check Stop Payment order is effective for six (6) months only and will expire automatically, at which time you are responsible for any renewal desired by you for another six (6) month term.
Mobile Banking Feature
Access and Use of Mobile Banking Feature - To access and utilized the Mobile Banking Feature you will need an eligible wireless access device ("Wireless Access Device"). Some services may be limited when you access our system using your Wireless Access Device, for example, you may not be able to place check stop payments or create a new bill payment order. YOU AGREE TO TERMINATE THE MOBILE BANKING FEATURE, OR DISABLE YOUR REGISTERED WIRELESS ACCESS DEVICE FROM THE MOBILE BANKING FEATURE IMMEDIATELY IN THE EVENT YOUR REGISTERED DEVICE BECOMES LOST, STOLEN OR IS NO LONGER IN USE BY YOU. Relationship to Third Party Agreements - You agree that, when you use Mobile Banking Feature, you remain subject to the terms and conditions of your existing agreements with any unaffiliated service providers, including, but not limited your mobile service provider. You understand that those agreements may provide for fees, limitations and restrictions which might impact your use of the Mobile Banking Feature (such as data usages or text messaging charges imposed on you by your mobile service provider) for your use of or interaction with the Mobile Banking Feature, which may include downloading software receiving or sending bank related text messages, or other use of your Wireless Access Device when using the Mobile Banking Feature, and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that only your mobile service provider is responsible for its products and services. Accordingly, you agree to resolve any problems pertaining to your Wireless Access Device or mobile services with your provider directly Mobile Banking Feature Limitations - The availability, timeliness and proper functioning of the Mobile Banking Feature depends on many factors, including your Wireless Access Device location, wireless network availability and signal strength, and the proper functioning and configuration of hardware, software and your Wireless Access Device. Neither we nor any of our service providers warrant that the Mobile Banking Feature will operate without interruption, and neither we nor our service providers shall be liable for any loss or damage caused by any unavailability of the Mobile Banking Feature, including service interruptions, delays, or loss of personalized settings. Neither we nor any of our service providers assumes responsibility for the operation, security, functionality or availability of any Wireless Access Device or mobile network which you utilize to access the Mobile Banking Feature THE MOBILE BANKING FEATURE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY OTHER WARRANTY AS TO PERFORMANCE, ACCURACY OR COMPLETENESS You agree to exercise caution when utilizing the Mobile Banking Feature on your Wireless Access Device and use good judgment and discretion when obtaining or transmitting information.
Access and Use of Mobile Banking Feature - To access and utilized the Mobile Banking Feature you will need an eligible wireless access device ("Wireless Access Device"). Some services may be limited when you access our system using your Wireless Access Device, for example, you may not be able to place check stop payments or create a new bill payment order.
YOU AGREE TO TERMINATE THE MOBILE BANKING FEATURE, OR DISABLE YOUR REGISTERED WIRELESS ACCESS DEVICE FROM THE MOBILE BANKING FEATURE IMMEDIATELY IN THE EVENT YOUR REGISTERED DEVICE BECOMES LOST, STOLEN OR IS NO LONGER IN USE BY YOU.
Relationship to Third Party Agreements - You agree that, when you use Mobile Banking Feature, you remain subject to the terms and conditions of your existing agreements with any unaffiliated service providers, including, but not limited your mobile service provider. You understand that those agreements may provide for fees, limitations and restrictions which might impact your use of the Mobile Banking Feature (such as data usages or text messaging charges imposed on you by your mobile service provider) for your use of or interaction with the Mobile Banking Feature, which may include downloading software receiving or sending bank related text messages, or other use of your Wireless Access Device when using the Mobile Banking Feature, and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that only your mobile service provider is responsible for its products and services. Accordingly, you agree to resolve any problems pertaining to your Wireless Access Device or mobile services with your provider directly
Mobile Banking Feature Limitations - The availability, timeliness and proper functioning of the Mobile Banking Feature depends on many factors, including your Wireless Access Device location, wireless network availability and signal strength, and the proper functioning and configuration of hardware, software and your Wireless Access Device. Neither we nor any of our service providers warrant that the Mobile Banking Feature will operate without interruption, and neither we nor our service providers shall be liable for any loss or damage caused by any unavailability of the Mobile Banking Feature, including service interruptions, delays, or loss of personalized settings.
Neither we nor any of our service providers assumes responsibility for the operation, security, functionality or availability of any Wireless Access Device or mobile network which you utilize to access the Mobile Banking Feature
THE MOBILE BANKING FEATURE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY OTHER WARRANTY AS TO PERFORMANCE, ACCURACY OR COMPLETENESS
You agree to exercise caution when utilizing the Mobile Banking Feature on your Wireless Access Device and use good judgment and discretion when obtaining or transmitting information.
Email Alert - You may have the ability to set up an account email notification ("Alert") feature which is a convenience feature that permits you to request automated notification of specific situations. For example, you may request an Alert when an account has reached a certain balance or a check has been processed. You are responsible to input accurate information to set up the account notifications. Alerts do not replace standard communications you receive from us concerning your accounts. Receipt of Alerts may be delayed, or prevented by factor(s) affecting your Internet service provider(s), and other relevant entities. We neither guarantee the delivery or the accuracy of the contents of any Alert. We will not be liable for losses or damages arising from (a) non-delivery, delayed delivery, or wrong delivery of any Alert: (b) inaccurate content in an Alert; (c) your use or reliance on the contents of any Alert for any purposes. We reserve the right to terminate any request from you, for any Alert, at any time.
The information in any Alert may be subject to certain time lags and/or delays. You will manage the types and timing of your Alerts, and the Alerts may be stopped or suspended by you at any time.
Positive Pay Service
The Positive Pay Service allows you to utilize the automated check matching feature available through the online System. Your lists of checks recently issued will be compared through the online System against the amounts and serial numbers of the checks that actually clear against the specified account(s) that have been activated for the Positive Pay Service.
You must submit a file ("Positive Pay File") to us prior to the cut-off time on the day of issuance of any checks against accounts that are subject to the Positive Pay Service. The Positive Pay File must be in the format and contain the information specified by us from time to time. You must inspect each "exception" item (defined as a presented item for which a matching Positive Pay File item does not exist in our System) and submit a "pay", or
"return" decision for each item to us on the same business day by the deadline specified in the System. At this time, unless the parties agree to other default provisions, we shall default to a "no pay" decision for any "exception" item for which you have not submitted a decision on the same business day by the deadline specified through the Service. You may research exception items in the System by viewing the check image. You grant us full authority to honor all checks that match the serial numbers and amounts corresponding to the issue records maintained by us. All exception items for which we do not receive a timely "return" or "pay" decision will be handled according to our then current default procedure. If you order or print checks from any check-printing vendor other than us, you agree to meet our MICR encoding specifications.
The Positive Pay Service applies to checks that are presented for payment to us through normal interbank automated clearings. You acknowledge that the Positive Pay Service does not cover checks which are: (i) presented over-the- counter, (ii) presented by mail for collection, (iii) misencoded or duplicate items, (iv) items which we have already cashed, negotiated or paid or which we already committed to honor or pay under applicable laws, regulations or the ACH rules.
Subject to funds being available pursuant to our funds availability policy, we will honor all checks that match the serial numbers and amounts corresponding to the Positive Pay File that is provided in conformance with this Agreement, and the requirements provided online through the Services.
Data Retention
You will retain data on file adequate to permit remaking or reconstruction of all requested Services (including ACH entries, wire transfer, payment orders or other money transactions) for one year following the date of the execution of the request to which such data relate, and will provide the data to us upon our request. You agree to determine promptly the accuracy of all records and information regarding a Service and to notify us immediately of any errors in such records or information. Nothing in this Agreement relieves you from: (a) any responsibility imposed by law, regulation or contract with regard to the maintenance of records; or (b) any responsibility to perform audits and account reviewers customarily conducted by persons or entities whose businesses are similar to your business.
Advice of Payment; Duty to Examine
You agree to examine any records or monthly account statements promptly upon receipt. You will notify us immediately, and in no event later than 14 days after receipt of the record or account statement, whichever is earlier, of the existence of any errors, unauthorized transactions, or irregularities reflected on the record or on the account statement. If you fail to notify us of any such discrepancy with 14 calendar days of receipt of the record or statement containing such information, you agree that we will not be liable for any other losses resulting from your failure to give such notice or for any loss of interest with respect to a transaction that is or should have been shown. If you fail to notify us of any such discrepancy within one year of receipt of such statement or report, you will be precluded from asserting the discrepancy against us. For purposes of this Section, you will be deemed to have "received" a receipt, record or periodic statement at the earlier of the time that: (a) we first make it available to you for pick-up by you; or (b) the statement or the information is mailed or otherwise made available to you electronically by means of a Service.
Limitation on Liability
You agree that we will not be liable for viruses, worms, trojan horses, or other similar harmful components that may enter your computer system by downloading information, software, or other materials from our site. We will not be responsible or liable for any indirect, incidental or consequential damages that may result from such harmful components. We will not be liable for delays or losses of payments caused by the U.S. Postal Service or other delivery service. WE MAKE NO WARRANTY TO YOU REGARDING ANY SERVICE OR SOFTWARE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
This Section explains our liability to you for our failure to perform in accordance with this Agreement, or for the failure of a Service. Unless otherwise required by applicable law, we are only responsible for performing Services as expressly stated in this Agreement, and will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct.
IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOSS OF DATA, FILES, PROFIT OR GOODWILL OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE), INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY SERVICES, OR THE INABILITY TO USE THE SERVICES, IRRESPECTIVE OF WHETHER WE HAVE OR HAVE NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM AGGREGATE LIABILITY OF US FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE LESSER OF THE AMOUNT YOU ORIGINALLY PAID FOR THE SERVICE, PRODUCTS OR MATERIALS OR
$50,000.00.
We will not be obligated to honor, in whole or in part, any transaction or instruction or Communication which:
Indemnification. Except to the extent that we are liable under the terms of this Agreement, or of any agreement that otherwise governs your Account, you agree to indemnify and hold us, our affiliates, officers, directors, employees, consultants, agents, service providers, and licensors harmless from any and all third party claims, liability, damages and/or costs (including but not limited to reasonable attorney's fees) arising from: (1) an Account; (2) the performance of a Service; (3) a third party claim, action, or allegation of infringement, misuse, or misappropriation based on information, data, files, or other materials submitted by you to us; (4) any fraud, manipulation, or other breach of these terms; (5) any third party claim, action, or allegation brought against us arising out of or relating to a dispute with you over the terms and conditions of an agreement, purchase or sale of any goods or services; (6) your violation of any Law or Rule or of the rights of a third party; (7) your use, or the provision of Services or use of your Account by any third party; or (8) any transaction or instruction or Communication from you to us. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You will not settle any action or claims on our behalf without the prior written consent from us. This indemnification is provided without regard to whether our claim for indemnification is due to the use of the Service by you or your authorized representative. This survives termination of this Agreement.
Cumulative Remedies
The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, ordinance or otherwise.
Delays/Force Majeure
Our obligations shall be suspended to the extent and for so long as such obligations are hindered or prevented from being performed on account of labor disputes, war, riots, civil commotion, acts of God, fires, floods, failure of suppliers and/or subcontractors to perform, failure of power, restrictive governmental law and/or regulations, storms, accidents or any other cause which is reasonably beyond the control of the Bank.
Service Fees and Charges
Our fees and charges are reflected on our current Schedule of Fees and Charges for commercial accounts, available upon request. We may impose new fees and charges, or increase or change existing fees and charges. We will provide advance notice of these changes to you if required by law. Your continued use of the Service will be deemed your acceptance of any new or changed fees or charges. Other fees may be assessed and billed separately by your internet and/or telephone service provider. You agree to pay all fees and charges we impose. You authorize us to charge the designated Account and/or any other account you hold with us to cover your fees and charges. You also authorize us to charge you according to our then-current fee schedule.
If you do not use this Service for any twelve-month period, we reserve the right to discontinue your Service without notice to you. To the extent permitted by law, you give us the right to set off any of your money or property which may be in our possession against any amount owed to us under this Agreement. This right of set off does not extend to any Keogh, IRA account, or similar tax-deferred deposit.
Uploaded Content, Linked Sites and Advertisements
From our website, you may be able to access uploaded content provided or operated by third parties. Unless we tell you otherwise in writing, we do not operate or control any such content or any of the information, products or services on such linked websites. You acknowledge and agree that: (i) you access such content and linked sites at your own risk; (ii) we make no representation or warranty, and assume no responsibility for, content on our website and any linked site or the actions or omissions of its/their owners, operators or providers; (iii) we make no endorsement of, and assume no responsibility for, content uploaded to our website or goods or services offered on or advertising on or by any other website; (iv) by using other websites and Services, you may be exposed to content that is offensive, indecent or objectionable; and (v) although we may have a contractual or other relationship with the operators of a linked website or the providers of content, we will not be responsible for the content, accuracy, integrity, availability, timeliness or operation of their website or content. You agree to hold us harmless in connection with all of the foregoing.
We reserve the right, but shall have no obligation, to reject, move, or delete content that we, in our sole discretion, believe violates this Agreement, or contains content, including viruses, that may interfere with the operation of our website. We may, but have no obligation to, monitor, and/or retain copies indefinitely of, uploaded content, message boards, chat rooms or other forums or review content, or messages posted at such locations, to confirm their compliance with these guidelines. We shall have the right, but not the obligation, to disclose content to any third party if required by law or if we believe reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect our rights, properly, or personal safety, or those third parties.
Third Party Content
We may receive, process, and make available to you content that we receive from you and others. In this regard, we are merely a passive conduit for such content, although we reserve the right to block or remove any content that we believe violates this Agreement. We assume no responsibility for determining the accuracy, reliability, timeliness, ownership, legality, appropriateness or completeness of any information that you or others provide to us, nor for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity on such sites. We will not have a duty to interpret or evaluate any content transmitted to us or through our website or Services, except to the limited extent, if any, set forth in this Agreement. We will not be required (by means of any security procedure or otherwise) to detect errors or illegality in the transmission or content of any content we receive from you or third parties. We will not have a duty to notify you about any inaccuracy, unreliability, ownership, incompleteness or other problem that may be associated with third party content on our website, even if we have reason to know of its existence. Use of any content you obtain from our website is at your own risk.
User Communication and Personalization Settings
Our website and Services may permit you to send or receive communications (such as email, chat, newsgroups and the like) and to store content and personalized settings for various options. We are not responsible for any delay, deletion, alteration, mis-delivery or failure to deliver or store any such communications, content or settings.
Our Intellectual Property
You acknowledge and agree that the software and content used by us in the operation of our website and provision of the Services, and the copyright patent, trademark, trade secret and all other rights in and to the technology, software, content, designs, graphics, and trademarks included by us our website and as part of the Services and our name and product names and the website's URL (collectively, by the "Intellectual Property"), are owned by us and our licensors. As such, you will not gain any ownership or other right, title or interest in or to such Intellectual Property by reason of this Agreement or otherwise. You may not use, reproduce, duplicate, copy or distribute the content found at our website or provided by the Services.
You may not distribute, use, reproduce, duplicate, copy, publish, sell, or otherwise transfer (a) any portion or element of the Services or the Intellectual Property (b) use of our website, Services or Intellectual Property, or (c) access to our website Services or Intellectual Property. Further, you may not (a) create derivative works of any portion or element of our website, Services or Intellectual Property; (b) reverse engineer, modify, decompile or disassemble any of the Intellectual Property; (c) deactivate or disable any password protection or other protection, security or reliability technology we incorporate in our website or the Services; (d) modify or erase any copyright or trademark notice we place at our website; (e) engage in the practice known as "screen-scraping" or otherwise attempt to, or actually, obtain copies of content provided at the site or a list of our content or site users, or use computer programs (sometimes known as "scrapers," "spiders," "robots" or "bots") to systematically access and download data; (i) access the Services by any mean other than via our website; (j) frame our website or any Intellectual Property; or (k) use any circumvention tools, meta tags or any other "hidden text" utilizing our name, trademark, URL, product name or other Intellectual Property. You agree to comply with the terms of any license agreement we make available to you with any software.
User Conduct. You agree not to use the Service or the content or information in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(b) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of the Service to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising or illegal Internet gambling); (d) be false, misleading or inaccurate; (e) create liability for us or our affiliates or service providers, or cause us to lose (in whole or in part) the services of any of our service providers; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) potentially be perceived as illegal, offensive or objectionable; (h) interfere with or disrupt computer networks connected to the Service; or (i) use the Service in such a manner as to gain unauthorized entry or access to the computer systems of others.
Purchases
Our website or Services may permit you to purchase goods and services from various online or offline merchants, retailers, vendors, suppliers, services, or individuals (collectively, "Merchants"). The web pages from which you conduct such transactions may bear our logos, names, trademarks or service marks, or brand identity. Nonetheless, we have no responsibility for any of your transactions with any such Merchants, and make no guarantees, representations or warranties regarding any of them. We shall not be responsible for any loss or damage you or anyone else incurs as a result of such transactions or Merchants.
Additional Terms and Conditions
Business Days. Our business days are Monday through Friday. Saturday, Sundays, and bank and federal holidays are not included. Hours of Operation. You will generally be able to use Services seven days a week, 24 hours a day. However, a Service may not be available due to system maintenance or circumstances beyond our control. Services may be added, cancelled or limited at any time or from time to time, with or without cause or notice (except as required by law). Merger Agreement. This Agreement contains the entire agreement between the parties and no statements, promises or inducements made by either party or agent of either party that are not contained in this written Agreement or other documents referenced by this Agreement. Idea Submission. If you submit any materials or other information to any public areas of our website (such as bulletin boards, guest books, forums, wish lists and chat rooms), you hereby grant us a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, sub-licensable, assignable, transferable, irrevocable license under copyright and patent, with the unrestricted right to use, self, reproduce, distribute, transmit, create derivative works of, publicly display, and publicly perform any such materials and other information (including, without limitation, ideas contained therein for new or improved products and services) by all means and in any media now known or hereafter developed or commercialized. In addition, you represent and warrant to us that you have the right to grant to us the foregoing license. Severability. Wherever possible, each provision of this Agreement shall be interpreted in a manner which makes the provision effective and valid under applicable law. If applicable law prohibits or invalidates any part or provision of this Agreement, that particular part or provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, except where preempted by federal law. Amendment of this Agreement. We may amend, add to or change this Agreement (including changes in its fees and charges hereunder). We will provide notice of amendments, additions or changes if required by applicable law. Your continued use of the Services will constitute your consent to the amendments, additions or changes. Providing Personal and Financial Information. You agree to provide true, accurate, current and complete personal and financial information about yourself (and, for a business, about affiliates) as requested. You agree to not misrepresent your identity. Collection. If we initiate collection proceedings against you in an effort to recover any amounts owed, you agree to reimburse us for all costs and expenses, including attorneys' fees. "Attorneys' fees" includes reasonable charges for the time expended by in-house counsel. Corporate Authority; Partnership or Other Authority. If you are a corporation or LLC, the person entering this Agreement on behalf of the corporation or LLC represents and warrants that he or she has full authority to do so and that this Agreement binds the corporation or LLC. If you are a partnership, the person entering this Agreement for you represents and warrants that he or she is a general partner of the partnership, that he or she has full authority to sign for the partnership and that this Agreement binds the partnership and all general partners of the partnership. You shall give written notice to us of any general partner's withdrawal from the partnership. Waiver. We may waive any term or provision of this Agreement at any time or from time to time, but any such waiver shall not be deemed a waiver of the term or provision in the future. Assignment. We may assign the rights and delegate the duties under this Agreement to a company affiliated with us or to any other party. You may not assign your rights or obligations under this Agreement, and any effort by you to do so is unenforceable at our election. Termination; Suspension; Delay. Except to the extent restricted by law, we reserve the right to terminate or to discontinue support of any Service, or delay or refuse processing any transaction, without written notice. You may terminate this Agreement upon 30 days written notice to us. Termination of this Agreement will not affect any rights we may have, or any obligations you may have, as to any transaction or Services caused or attempted by you before termination.
Business Days. Our business days are Monday through Friday. Saturday, Sundays, and bank and federal holidays are not included.
Merger Agreement. This Agreement contains the entire agreement between the parties and no statements, promises or inducements made by either party or agent of either party that are not contained in this written Agreement or other documents referenced by this Agreement.
Idea Submission. If you submit any materials or other information to any public areas of our website (such as bulletin boards, guest books, forums, wish lists and chat rooms), you hereby grant us a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, sub-licensable, assignable, transferable, irrevocable license under copyright and patent, with the unrestricted right to use, self, reproduce, distribute, transmit, create derivative works of, publicly display, and publicly perform any such materials and other information (including, without limitation, ideas contained therein for new or improved products and services) by all means and in any media now known or hereafter developed or commercialized. In addition, you represent and warrant to us that you have the right to grant to us the foregoing license.
Severability. Wherever possible, each provision of this Agreement shall be interpreted in a manner which makes the provision effective and valid under applicable law. If applicable law prohibits or invalidates any part or provision of this Agreement, that particular part or provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, except where preempted by federal law.
Amendment of this Agreement. We may amend, add to or change this Agreement (including changes in its fees and charges hereunder). We will provide notice of amendments, additions or changes if required by applicable law. Your continued use of the Services will constitute your consent to the amendments, additions or changes.
Providing Personal and Financial Information. You agree to provide true, accurate, current and complete personal and financial information about yourself (and, for a business, about affiliates) as requested. You agree to not misrepresent your identity.
Collection. If we initiate collection proceedings against you in an effort to recover any amounts owed, you agree to reimburse us for all costs and expenses, including attorneys' fees. "Attorneys' fees" includes reasonable charges for the time expended by in-house counsel.
Corporate Authority; Partnership or Other Authority. If you are a corporation or LLC, the person entering this Agreement on behalf of the corporation or LLC represents and warrants that he or she has full authority to do so and that this Agreement binds the corporation or LLC. If you are a partnership, the person entering this Agreement for you represents and warrants that he or she is a general partner of the partnership, that he or she has full authority to sign for the partnership and that this Agreement binds the partnership and all general partners of the partnership. You shall give written notice to us of any general partner's withdrawal from the partnership.
Waiver. We may waive any term or provision of this Agreement at any time or from time to time, but any such waiver shall not be deemed a waiver of the term or provision in the future.
Assignment. We may assign the rights and delegate the duties under this Agreement to a company affiliated with us or to any other party. You may not assign your rights or obligations under this Agreement, and any effort by you to do so is unenforceable at our election.
Termination; Suspension; Delay. Except to the extent restricted by law, we reserve the right to terminate or to discontinue support of any Service, or delay or refuse processing any transaction, without written notice. You may terminate this Agreement upon 30 days written notice to us. Termination of this Agreement will not affect any rights we may have, or any obligations you may have, as to any transaction or Services caused or attempted by you before termination.
By clicking "I Agree" below, you are agreeing to the terms and conditions set forth in this Agreement. If you wish to not agree to this Agreement, click "I Do Not Agree," below.
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