Commercial Online Banking Agreement
PLEASE READ THIS AGREEMENT CAREFULLY AND KEEP A COPY FOR YOUR RECORDS.
This Agreement sets forth the terms of the Business Electronic Banking services (“Services”) that Generations Bank (“we” and “Bank”) generally makes available to its customers (“you”). Additionally, we will make available to you the services identified in the Business Electronic Banking Application and/or Merchant Capture Customer Setup Form and/or all applicable ACH Schedules. By applying for any Services, you agree to be bound by these terms. Your use of any Service will be additional evidence of your agreement to these terms.
I. Overview of the Agreement, including definitions
II. A description of the Online/Electronic Banking Services being provided
III. Electronic Fund Transfers Disclosures and Terms and Conditions
IV. Prohibited uses of Online/Electronic Banking Services
V. Generations Bank’s limitations on liability for Online Banking Services
VI. Certain other terms and conditions
I. General Description of Business Electronic Banking
A. Welcome to Business Electronic Services
Business Electronic Banking is the name for certain services offered by Generations Bank. It includes the services described in this agreement. You should read this agreement carefully and keep it with your other account records. It includes certain disclosures for electronic funds transfers. The following terms and definitions apply when used in this agreement -
- Access Device - A personal computer/device that meets the requirements for use of the Service and how the Service is accessed.
- Agreement - A contract setting forth the terms and conditions of using the Service for online banking and transferring funds.
- Bill Pay Service - A service where Payees can present bills through the Service that can be paid directly from eligible accounts.
- Business Day - Monday through Friday, except Federal Reserve holidays.
- Business Online Banking Service - The Service as it applies to business customers and accounts.
- Company ID - A specific code that is assigned by the Bank to your Company that will be used to obtain access to the Service.
- Administrator - Someone approved by the account owner(s) to add additional users and designate activity limitations.
- Due Date - The date when a payment is due as reflected on a statement provided by Payee. It is not the late date or grace period.
- Financial Software - The software provided to allow you to access and use the Service.
- Future Payment - A payment, other than a Recurring Payment, that will be initiated on a future business day depending on your selection of the Transmit Date.
- User ID - An identification code needed to access the Service.
- Password - A personal code selected by you that will be used to obtain access to the Service. The term includes any additional numbers and words required by the Service Financial Software or equipment used, or otherwise established by you.
- Payee - Any person or entity to which you direct a payment through the Service.
- Expedited Bill Payment Service - A feature of the Service whereby you may expedite payments as described herein.
- Recurring Payment - A regular payment that is automatically made during recurring intervals permitted by the Service based on a recurring Transmit Date.
- Same Day Payment - A payment that will be initiated on the same day that you enter the payment information through the Service.
- Schedule of Fees - A listing of current fees as published from time to time by Generations Bank available at https://www.mygenerations.bank/Fee-Schedule-and-Rates.
- Scheduled Payment Date - The day you want your Payee to receive your bill payment and in the case of electronic payments is also the day your Primary Service Account will be debited, unless Scheduled Payment Date falls on a day other than a Business Day in which case it will be considered the previous Business Day.
- Service - The individual and collective online banking services and fund transfer service available in connection with the Financial Software and described herein.
- Service Account - (i) the primary account(s) designated by you that will be used to initiate online banking services (any such account being referred to herein as a “Primary Service Account”), (ii) all other eligible deposit accounts that are linked to your Primary Service Account, (iii) lines of credit from which funds may be transferred to a Service Account, (iv) investment accounts, such as IRAs which may be funded from a Service Account, and (v) any other account or financial product accessed using the Service. All of these accounts are subject to this Agreement,
- Transmit Date - (i) with respect to bill payments, the date on which the payment is to be initiated for remittance to the Payee, (ii) with respect to fund transfers, the date on which the transfer is to be initiated to us for processing.
- User’s Guide - Any instructional materials (as amended from time to time) provided with the Service.
- We, us and our - Generations Bank
- You, your and yours - (i) each and every person or entity who now or hereafter is an account holder with respect to the Service Account or has an interest therein; and (ii) each and every person or entity who now or hereafter subscribes to the Service or is a user authorized by you to access the Service.
B. What this Agreement Covers. This agreement between you and Generations Bank governs the use of the Services. The Service permits Generations Bank business customers to perform a number of banking functions on Service Accounts through the use of an Access Device. The Service permits customers to initiate Credit and Debits Entries by means of the Automated Clearing House Network (ACH) pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association (the “Rules”) and the Bank is willing to act as an Originating Depository Financial Institution with respect to such Entries.
C. Eligibility. To be eligible to use the Service, you must maintain an account with Generations Bank.
D. Accepting the Agreement. When you or anyone authorized or permitted by you, use the Service, you agree to abide and be bound by the terms and conditions of this Agreement.
E. Relations to Other Agreements. Your use of the Service may also be affected by the agreements between us and you for each Service Account owned by you. When you link an account to the Service, the agreement governing that account is not changed and remains in full force and effect. This Agreement is only supplemental to the separate agreements governing each account you own. Similarly, if you use the Service to access a credit account you do so under the terms and conditions set forth in the agreement and disclosure provided to you for the credit account. You should review each agreement governing your accounts, including Service Accounts, for any applicable fees, limitations on the number of transactions you can make, and other restrictions that might impact your use of an account within the Service.
F. Rules. You acknowledge receipt of a copy of the operating rules of NACHA (as defined below and referred to as the “Rules”) pertaining to ACH credit and debit entries, if applicable. The Customer agrees to comply with and be bound by the Rules. Any breach of these Rules by the Customer, gives the Bank the right to suspend or terminate this agreement. The Bank agrees to inform the Customer of revisions to the Rules of which the Bank has knowledge.
II. Electronic Banking Services
A. Services. The electronic banking services allow you to obtain information about your accounts and transactions, make transfers between your accounts with us, and communicate with us electronically. We will notify you when the Services you request, and as granted privilege by the bank, will become available to you. If you request additional Services in the future, they will be governed by this Agreement, and the Business Electronic Banking Agreement and/or the Business Electronic Banking Maintenance Form, and any addendum hereto, unless we advise you otherwise. You may use the Services only for business purposes.
B. Accounts. The Business Electronic Banking Agreement and Merchant Capture Customer Setup forms list the Bank accounts that you wish to access with the Services. If it includes the accounts of your parent company, subsidiaries or affiliates, you warrant that they have authorized you to access their accounts through the Services in the same manner as you own accounts. You agree to provide us with their written authorization, in form, and substance acceptable to us, evidencing that authority, and to notify us immediately in writing of any change to that authorization. You will need to designate certain accounts for specific purpose in connection with some of the Services. If you fail to do so, we may designate the accounts.
C. Equipment. All equipment (hardware, software and/or other supplies) necessary to access this service will be the responsibility and property of the customer. The Bank will retain ownership of any equipment provided by the Bank for the service. Upon termination of this Agreement by either party for any reason, Customer shall return any equipment provided by the Bank in the condition as originally provided to Customer accepting ordinary wear and tear resulting from proper use, packed for proper shipment, to such place or carrier as the Bank shall specify. In the event the equipment has not been returned within fifteen (15) days of the date of termination, Customer shall make payment to the Bank in an amount equivalent to the replacement cost for the Equipment as established by the bank. You are responsible for providing and maintaining any equipment that is necessary for the Services, such as telephones, terminals, modems, and computers. You agree to use equipment that is compatible with our programs, systems, and equipment, which we may change from time to time. We assume no responsibility for the defects or incompatibility of any computers or software that you use in connection with the Services, even if we have previously approved their use. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES, OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE MADE AVAILABLE TO YOU.
- Warranty. The Bank warrants that, upon delivery, the equipment provided will conform to the bank’s then current applicable standards. The Bank at its own expense will repair or replace any nonconforming equipment during the initial term of this Agreement, provided that -
- The deficiency is attributable solely to the Bank;
- Customer notifies The Bank of the alleged deficiency within fifteen (15) days of its occurrence.
The Bank will not be responsible in any manner for any deficiency caused in whole or in part by inaccurate or otherwise deficient data programs, equipment or communication facilities provided by Customer or third parties other than the Bank. Customer shall bear the entire risk of loss, theft, damage or destruction of equipment from the date of installation until return shipment to the Bank. Such loss, theft, damage or destruction of equipment shall not relieve Customer of the obligation to make payments or to comply with any other obligation under this Agreement.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
D. Alerts Service. We provide automatic alerts and voluntary account alerts. We may add new automatic and voluntary account alerts from time to time, or cancel old alerts. Alerts will be sent to the mobile phone or email address you have provided on your Business Electronic Banking Application. You can also choose to have alerts sent to a secondary email address. If you or your users phone number or email address changes, you as the administrator are responsible for making the change on Business Electronic Banking. A user without company administrator access cannot change their own phone number. You understand and agree that your alerts may be delayed or prevented by a variety of factors. We do our best to provide alerts in a timely manner with accurate information. We neither guarantee the delivery nor the accuracy of the contents of any alert. You also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance of an alert.
E. Stop Payment Request. You may stop payment on a check you have written (non-electronically and not bill payer drafts) by following the procedures established for that Service. You must provide us with timely, complete and accurate information regarding: the number of the account in question; the date of the item; the item number; the payee information and the EXACT amount of the item (dollars and cents). If any information is incomplete or incorrect, we will not be responsible for failing to stop payment on the item. You are responsible to review past statements and current activity on your account since the date of your last statement to confirm that the item upon which you request Stop Payment has not been paid. We will not be responsible to ascertain whether the check you wish stopped has previously been paid. Using this Service to submit a Stop Payment request will directly update your account record with this order without review by us, including the assessment of the Stop Payment fee. From time to time, the online system may be inoperable. If that occurs, your request can be communicated to us by telephone at (844)661-0056 or by calling your local branch. We may require written confirmation of your order within fourteen (14) days of our receipt of your telephone request.
F. Quickbooks® and Quicken® connectivity. Generations Bank offers two (2) ways to connect with QuickBooks and Quicken. You may download your account activity from Business Electronic Banking or you may also access your account information directly through the QuickBooks® software. You are responsible for separately purchasing QuickBooks, and Generations Bank makes no warranties nor accepts any liability for such software. QuickBooks is a registered trademark of Intuit, Inc.
G. Bill Payment Service. This Service allows you to make payments to others.
- I AUTHORIZE Generations Bank to post payment transactions generated by personal computer or any Generations Bank approved access device from the Bill Pay Service to an external account registered through Generations Bank Business electronic banking service. I understand that I am in full control of my account. If at any time I decide to discontinue service, I must provide written notification to Generations Bank. My use of the Bill Paying Service signifies that I have read and accepted all terms and conditions applicable to Generations Bank Electronic Banking services and Bill Pay Service.
- I UNDERSTAND that payments may take up to ten (10) business days to reach the vendor and that they will be sent either electronically or by check. I understand that Generations Bank or its authorized agent will use reasonable efforts to ensure payments reach payees on time, but cannot guarantee the time a payment will be received/posted by a payee. Generations Bank is not liable for any service fees or late charges levied against me. I also understand that I am responsible for any loss or penalty that I may incur due to lack of sufficient funds or other conditions that may prevent the withdrawal of funds from my account.
- BILL PAYMENT INSTRUCTIONS. For the Bill Pay Service, you agree to choose an eligible payment date, not less than five (5) business days before the actual due date without taking into account any grace period and subject to U.S. postal delivery. You agree to provide correct payee name, address, account information and payment amount. Each time you create an instruction for payment, you authorize us to debit your account for the total amount transmitted. You agree to maintain sufficient funds in the account on the transaction payment date requested to pay in full the amount of the transaction.
- Bill Payment. You may make payments to others from one or more of your designated checking accounts with us. If you link more than one checking account to the Service, you must specify which account you wish to use in making payments.
- Eligible Payees. You may only designate payees with United States addresses. We reserve the right to determine who may be a payee. You may not use the Bill Payment Service to pay taxes, purchase securities or comply with any court order.
- Initiating Payments. The first time you request a payment to be made to a payee, you must specify the person or business you are paying, the payee’s address, and (if you have one) your account number with the payee. To initiate a payment, you must specify the payment date, the amount to be paid, and the number of the account from which the payment is to be made. We may notify the payee address to accommodate special processing requirements. We will send your payment to the payee either by transferring the funds electronically or by mailing a check to the payee.
- Automatic Recurring Payments. You may use the bill payment function to arrange for the automatic payment of bills that have a fixed frequency and amount. Once your automatic bill payment arrangements are established, they will be made without the need for further requests by you. If the payment due date for an automatic payment falls on a weekend or holiday, the payment may be made the following banking day.
- Errors in Your Instructions. You are solely responsible for providing us with complete and accurate payment information. We have no obligation to confirm such information, or for identifying or rejecting errors or duplicate payment instructions. If you give us a payment instruction that is incorrect in any way, you agree that we may charge your account for the payment, whether or not the error could have been detected by us. We are not obligated to detect errors in your transfer or payment instructions or to bring apparent errors to your attention.
- Processing Payments. We will withdraw funds from your designated account on the day you instruct us to make the payment (the “Payment Date”) (e.g., a Monday). If your payment is made by ACH, we will initiate an entry through the automated clearing house on the next banking day (i.e., Tuesday). If payment is by check, our vendor will mail a check to the payee on the following banking day (i.e., Wednesday). We do not have to make a payment if you do not have sufficient funds or credit available for the payment on the Payment Date. Although you can enter a payment request 24 hours a day, seven (7) days a week, transaction requests that we receive after our processing cutoff hour of 3:00 p.m. on a banking day or at any time on a non-banking day may be deemed received as of the next business day. If you direct us to make a payment on a day other than a banking day, we may initiate payment on the following banking day.
- Scheduling Payments. You should schedule payments sufficiently in advance to ensure that they are received and credited by your payee by the payment due date. We recommend that you schedule the payment date at least five (5) full banking days prior to the date the payment is due at your payee without regard to any grace period. Although we may be able to pay certain payees electronically (via ACH) within two (2) banking days of the Payment Date, it could take longer for payments sent by mail. Allow seven (7) to ten (10) banking days to process payments sent by mail. It is your responsibility to request that payments be made in such a manner that they will be paid on time. You are solely responsible for any damages, such as late fees, that may be impose as a result of your failure to identify the correct Payment Date and transmit your payment instruction to us in a timely manner. To insure that critical or time-sensitive payments are received on time, you should consider establishing payment dates (especially for payees that will receive payment by mail during peak holiday periods) well in advance of the payment due date. We will not be responsible for any charges imposed or any other action taken by a payee resulting from a payment that you have not scheduled properly. In addition, we will not be liable if any third party through which any bill payment is made (e.g., the postal system) fails to properly transmit the payment to the intended payee.
- Changing or Canceling Payments. You may cancel or change any scheduled payment by amending the instruction through the Service by no later than 3:00 p.m. (Central Time) on the scheduled Payment Date. You may be able to stop the payment of an issued paper draft by contacting us in person or by telephone before the check is paid and providing us with the name of the payee, the payee-assigned account number, the amount and scheduled date of the payment, and the Confirmation number from the bill payment posting screen. You will be charged the current Stop Payment order fee. You may NOT place a stop payment order on an electronic payment.
- Rejecting Payment Requests. We may reject any payment request with or without cause or prior notice. If we do, we will notify you promptly of the rejection orally, electronically or in writing.
H. Expedited Bill Payment Service. In addition to the online banking and bill payment features listed above, if you are a Generations Bank customer with a checking account, you may participate in the optional Expedited Bill Payment Service for an additional fee. You may pay your bills faster with Expedited Bill Payments. If you choose to pay your bill by Expedited Bill Payment, the following additional terms apply: A fee will be charged for the service, as disclosed in the current applicable Fee Schedule. Because these payments are processed quickly, you cannot stop an Expedited Bill Payment once you have placed an order for an Expedited Bill Payment. Expedited Electronic Payments are limited by the cut-off time established by the payee for accepting same day payments. Payee cut-off times vary by payee. Expedited Bill Payment can only be sent to payees with a valid street address within the continental United States.
I. ACH CREDIT/DEBIT. If you are approved for these Services, you may transfer funds and make payments to others from one or more of your designated checking accounts through the Automated Clearing House (“ACH”) or by book transfer. If you link more than one checking account to the Service, you must specify which account you wish us to use to make payments.
- Charging Your Account. When you transmit a transfer or payment request (“Order”), you authorize us to charge your account for the amount indicated. If your account does not have enough available funds to cover a payment, we may reject the transaction. We may charge a fee for each payment request presented against insufficient available funds, whether or not we honor the request. You assume the sole responsibility for providing us with accurate payment information in the form and format that we require. We are not responsible for confirming such information, or for monitoring or refusing to process duplicate Orders. If you give us an Order that is incorrect in any way, you agree that we may charge your account for the payment whether or not the error could have been detected by us. We are not obligated to detect errors in your transfer or payment instructions.
- ACH Transaction Rules. When engaging in any transactions through the ACH, you agree to comply with the Operating Rules of the National Automated Clearing House Association (“NACHA”) (collectively, the “Rules”), as amended from time to time. You further agree that orders must comply with all laws of the United States, including sanction laws administered by the Office of Foreign Assets Control. You may obtain a copy of the NACHA Rules, which is revised quarterly, through NACHA.org. Under the NACHA Rules, the parties to a typical ACH transaction are defined as: (i) the "Receiver" (the person who authorizes you to credit or debit its account); (ii) the "Originator" (you, or the person who initiates ACH entries); (iii) the "Originating Depository Financial Institution" or "ODFI" (Generations Bank, or the bank that transmits your entries to the ACH system); (iv) the "ACH Operator" (the central clearing facility that transmits entries and performs settlement functions between the financial institutions involved); and (v) the "Receiving Depository Financial Institution" or "RDFI" (the Receiver's bank which posts entries to the Receiver's account). The term "entry" or "entries" under the NACHA Rules means an electronic order or request for the transfer of funds, and for purposes of this Agreement, also may refer to the data you send us from which you initiate such transfers of funds. Any other capitalized terms used in this section that are not defined herein or elsewhere in this Agreement will have the meanings set forth in the NACHA Rules.
- File or Fund Transfer Instructions (External/Wire Transfers). Your orders must comply with the requirements set forth in your User Guide, and any applicable security procedures. You must accurately describe transaction beneficiaries, intermediary financial institutions, and the beneficiary’s financial institution. If you describe any beneficiary or institution inconsistently by name and number, we and other institutions may process the order solely on the basis of the number, even if the number identifies a person or entity different from the named beneficiary or institution. An order is deemed to be accepted by us when we receive it, as evidenced by the confirmation information provided. Unless you promptly notify us of a problem with a transfer or confirmation, you will be deemed to have approved the accuracy and completeness of the information contained in the confirmation. Orders received before the cutoff hour should be transmitted by Bank to take effect on the next banking day; however, Bank does not guarantee payment until the second banking day. For this reason, we recommend you submit payment orders at least two (2) banking days before the date due. You will not allow others to initiate Orders on your behalf without our prior written consent. You will be solely responsible for the acts and omissions of such agents. You agree to indemnify, defend and hold us harmless from any actions, claims, proceedings, damages, losses and costs which you or we incur as a result of their actions or omissions.
- Customer Authorization and Record Retention. You may initiate ACH debit Orders only with the prior written authorization of the persons whose accounts are affected by such Orders. You agree to maintain a copy of each authorization for a period of two (2) years following its termination, and to provide us with a copy upon request. You will not submit ACH Debit orders to collect funds for checks or other paper items which have been dishonored and returned for any reason, even if such represented check orders are permitted under the Rules.
- Checks Deposited By Remote Deposit Capture. The customer should store all presented items securely and at no time allow access to unauthorized personnel. The customer and any employees who have or have had access to items presented for deposit should treat all information or data as confidential. It is the customer’s responsibility to verify that all presented items have been received by the bank. The customer will also verify that they have received proper credit for the presented items. Customers should destroy items ninety (90) days thereafter.
- Returned Items. If a deposited item is dishonored, the customer will receive an image of the original check or a substitute check as the charged-back item and any applicable fees related to that chargeback.
- Internal Transfers. Transfers between your deposit accounts with us are subject to the terms of your deposit agreement. Although you may instruct our electronic system to make transfers between your accounts at any time on any day, transfers occurring after our cutoff hour or on non-banking days may not be posted until the next banking day.
- Eligible Deposit Items. All checks deposited through the remote deposit service will be deposited under the provisions of the current Customer deposit agreement with the Bank. In addition, Customer agrees to follow Automated Clearing House Rules and Regulations and the provisions of The Check Clearing for the 21st Century Act for all checks deposited where applicable.
Customer agrees that original checks will not be deposited through the remote deposit service more than once. Customer also agrees to review and validate the accuracy of any check data captured including the amount of the check and the legibility of the check image through the remote deposit service. Customer agrees to only deposit checks drawn on United States financial institutions through the remote deposit service. Foreign items must be presented at a branch office to be processed by the operations center. They will not be accepted in any other manner.
- Transaction Limits and Safeguards. You agree not to exceed the transaction limits we establish from time to time for your account. You agree that you will not allow anyone to initiate Orders without proper supervision and adequate safeguards, and that you will review pending Orders prior to their submission to ensure that they are complete, accurate, and properly authorized.
- Cancellation and Amendment of Orders. You may not cancel or amend an Order after we receive it. If we attempt to reverse an Order at your request, we assume no liability for any interest or losses that result if the reversal is not effected. You agree to indemnify, defend, hold harmless and reimburse us for all expenses, losses, claims, actions, proceedings, and damages we incur in effecting or attempting to effect any reversal. You are solely responsible for providing notice to receivers that a reversal is being transmitted and the reason for the reversal no later than the settlement date of the reversing entry.
- Refusal of Orders. We may refuse any Order with or without cause or prior notice. You agree to maintain sufficient collected and available funds in your account for a period of two (2) banking days prior to the settlement date to cover the amount of your Orders, as well as returned or reversed debit Orders, adjustment Orders, and other amounts owed to us under this Service. We may refuse an Order if there are not sufficient collected and available funds in your account on the date we initiate the transaction (up to two (2) banking days before an ACH settlement date) or on the settlement date. We will notify you of such refusal electronically in writing, by telephone, or otherwise no later than two (2) banking days after the date the Order was to be effected. We are not required to pay you interest on a rejected Order for the period from refusal of the Order to your receipt of the notice of refusal. If an Order is returned by the ACH, we may submit the Order back to you, adjust your account, and await further instructions. We may remake such Order, however, if the return is due to our error and we have sufficient data to remake the Order. You agree to retain and provide us with the necessary information to remake such Orders until midnight of the third banking day following the settlement date.
- Notice of Returned Orders. We will notify you electronically, in writing, by telephone, or otherwise within one (1) banking day of any Order which is rejected or returned for any reason. We will not be obligated to credit your account with any interest, unless the return is caused by our failure to properly execute the Order.
- Notices and Statements. Information on transfers to or from your accounts will be reflected on your periodic statements and will be available to you online. We may not provide you with any other notice of the receipt, transmittal, or debiting of Orders.
- Provisional Credit. Credit for an ACH transfer is provisional until the receiving financial institution obtains final settlement. If final settlement doesn’t occur, the originator of the transfer is not deemed to have made payment to the beneficiary, and the beneficiary’s bank is entitled to a refund of the provisional credit.
- Unauthorized Order. We may process any Order (including an amendment or cancellation Order) we believe is transmitted or authorized by you. Such Orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such Orders, even though they are not transmitted or authorized by you. Telephone Confirmation. We may elect to verify the authenticity or content of any Order, without any obligation to do so, by placing a call to any authorized signer on your account or any other person designated by you for that purpose. If we are unable to verify an Order to our satisfaction, we may reject the Order.
- Errors and Ambiguities. If an entry describes the Recipient inconsistently by name and account number, i.e., the name and account number do not match our records, the entry may be processed and posted based solely on the account number you supplied, even if the account belongs to a person who is not the Recipient and your obligation to pay us the amount of the entry is not excused in such circumstances.
- Security. The Customer is strictly responsible to establish and maintain the procedures to safeguard against unauthorized transmissions. The Customer warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any passwords, codes, security devices and related instructions provided by the Bank in connection with security procedures described in Schedule B. If the Customer believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, the Customer agrees to notify the Bank immediately followed by written confirmation. The Bank is not responsible for customer identity theft, including unauthorized use of email or phone numbers, and any occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of notice from the customer, in the manner mentioned above, and within a reasonable time period to prevent unauthorized transfer(s).
- Rejected Entries, Returned Entries, Notifications of Changes. We may reject any entry which does not comply with any requirement of this Agreement, the NACHA Rules or any Applicable Law, including, without limitation, for any of the following reasons: (i) your failure to transmit entries of the type and manner prescribed by the Agreement, the NACHA Rules, or any related agreements; (ii) your failure to follow all applicable security procedures, or our inability to verify the authenticity of any entries or instructions using the security procedures; or (iii) your failure to comply with any of your funding obligations set forth in Section VIII (Funding Obligations). Additionally, we may reject any on-us entry for any reason for which an entry may be returned under the NACHA Rules. We will promptly notify you of any rejected entries, and such notice may be via the Service. We will have no liability to you or any other person by reason of the rejection of any entry, unless such rejection is caused solely by our gross negligence, willful misconduct or criminal conduct. We will promptly notify you via the Service of any entries returned to us by the ACH Operator. Except for entries you retransmit in accordance with the requirements of this Agreement and the NACHA Rules, we will have no obligation to retransmit a returned entry to the ACH Operator, provided we complied with the Agreement and the NACHA Rules with respect to the original entry. You are responsible for correcting and resubmitting any rejected or returned entries, except that we will do so if the rejection or return was caused by our error, provided that sufficient data is available to us to effect such resubmission. We will promptly notify you via the Service of rejected or returned entries and any Notifications of Changes ("NOC," as defined in the NACHA Rules) we receive related to your entries, except for NOCs that we refuse as provided in the NACHA Rules. You must correct any entry information required by a NOC prior to the initiation of the next such entry to the same Recipient's account or within six (6) Business Days of your receipt of the NOC information, whichever is later.
- Data Retention. The Customer shall retain data on file adequate to permit remaking of Entries for five (5) days following the date of their transmittal by the Bank as provided herein, and shall provide such data to the Bank upon its request. Without limiting the generality of the foregoing provision, the Customer specifically agrees to be bound by and comply with all applicable provision of the Rules regarding the retention of documents or any record, including, without limitation, the Customer’s responsibilities to retain all items, source documents, and records of authorization in accordance with Rules.
J. Wires. Online wire transfers offers the ability to initiate one-time wires and build templates for recurring transactions.
- Applicable Law. All wire transfer orders (including any rights to modify or cancel such orders) are governed by UCC Article 4A, except where modified by this Agreement or superseded by any applicable funds transfer system rule, pursuant to UCC section 4A-501. You agree to comply with and be bound by all of the foregoing, as applicable.
- Acceptance and Execution of Wire Transfer Orders. We will use our best efforts to execute any wire transfer instruction which we agree to accept pursuant to this Agreement on the same Business Day it is received (or on the Business Day requested for future-dated wires), provided that it requests a debit from an Account you have designated for wire transfers, and we receive it in the required manner prior to any cut-off hour we may establish from time to time. Requests received after the established cut-off time, weekends or bank holidays will be deemed received on the next Business Day. We may handle transfer orders in any order in our sole discretion. We may choose any means, intermediaries or transfer systems to execute any wire transfer order. We will use reasonable efforts to send a written confirmation of each transfer order and you must promptly review and report any problems to us. We will be deemed to have accepted a transfer order only when we have fully executed it. We may return or reject any wire transfer request, or impose conditions that must be satisfied before we will accept it, for any reason in our sole discretion and without any liability to you or any other person. In addition, a Receiving Bank, or the Federal Reserve Bank, may return or reject a wire transfer. We will have no liability to you or any other person by reason of the rejection of any wire transfer, unless such rejection is caused solely by our gross negligence, willful misconduct or criminal conduct.
- Cancellations and Return Wire Requests. If you subsequently request cancellation or return of any wire transfer, we may, but are not obligated to, attempt to implement your instructions, but will have no liability to you or any other person for our inability or failure to do so, and in such case, you will remain obligated to us for the full amount of the original transfer order. You must reimburse us for any expenses, losses or damages we may incur in implementing or attempting to implement any such request. The Bank is not responsible for customer identity theft, including unauthorized use of email or phone numbers, and any occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of notice from the customer, in the manner mentioned above, and within a reasonable time period to prevent unauthorized transfer(s). To request a Wire Transfer Cancellation or Return Wire Request, please call Generations Bank Business Electronic Banking at 1-844-661-0056.
- Processing Schedule for Wire Transfers. Wire Transfers are executed real-time throughout the Business Day, assuming the Wire Transfer has not been rejected by the Service or returned/suspended by us due to insufficient, inaccurate or inappropriate wiring instructions. You acknowledge our right to reverse, adjust, stop payment or delay any transfer order subject to the rules, regulations, laws and operating circulars of any transfer system. Final cut-off for same day wire via the Service are as follows: Domestic wire transfers: 3:00 pm CT. Although you may submit wire transfers by using the Service 24-hours a day, seven (7) days a week, wire transfers will be processed only on Business Days, subject to system availability.
- Errors or Ambiguities. You are solely responsible for accurately identifying in your transfer instructions the beneficiary and beneficiary's bank. If your instructions inconsistently identify a beneficiary by name and account number, i.e., if the name and account number at the beneficiary's bank do not match, you acknowledge that the beneficiary's bank may credit payment based on the account number alone, notwithstanding the discrepancy. Similarly, if your instructions inconsistently identify the beneficiary's bank by name and bank routing/transit number, we may rely solely on the routing/transit number in executing the order. In either of the foregoing situations, we have no obligation to detect errors in or to question your instructions, and you assume all risks of any losses resulting there from. If we believe your instructions are ambiguous or may contain errors, in our sole discretion we may, but are not obligated to, delay the execution of any wire pending receipt of clarification from you.
K. Positive Pay. The positive pay service is used to verify that items attempting to clear your account were authorized or issued by you. You will provide us with a list of checks or other debit items you have issued (issued items information) and we will provide you with a method to review the items prior to posting, determining whether the suspect items should be paid or returned.
- Issued Items Information Requirement. You must provide applicable Issued Items Information to us via electronic transmission before the deadline specified on the Service Form each business day. We may also, at our sole discretion, accept Issued Items Information through an alternative method from time to time, if extenuating circumstances exist and warrant it. If we accept Issued Item Information via an alternative method, we are not obligated to accept Issued Items Information from the same method in the future. We may also, at our sole discretion, accept Issued Items Information after the established deadline. Our acceptance of late Issued Items Information does not obligate us to accept late Issued Items Information in the future.
- Bank Review of Issued Items Information. We will review all items presented to us for payment against your Issued Items Information file we have received prior to the deadline on the previous banking day. You agree that if the serial number and amount on an item matches the Issued Items Information, then we may consider the item properly issued and authorized, and we may pay the item without contacting you. You agree that if we act in accordance with this Agreement in paying the item, we will be deemed to have exercised ordinary care.
- Suspect Items. If we determine, without any obligation to investigate, that an item is inconsistent with the Issued Items Information you provided to us (Suspect Item), we will provide you with an opportunity to review the Suspect Item prior to us posting the item. You must instruct us by the decision deadline specified on the Service Form as to whether you wish us to pay or return the Suspect Item. If you fail to provide a decision before the deadline, we will either pay or return the Suspect Item according to your default decision designated on the Service Form. We will not be liable to you, or anyone else, if we refuse to pay a Suspect Item presented in person to one of our tellers.
- Late Instructions. If you miss the decision deadline but belatedly provide instructions to stop payment on certain Suspect Items, we will elect to pay the items. You agree to indemnify us and hold us harmless from any costs, suits, expenses, liabilities, damages and attorney's fees related to return of the Item.
- Excessive Suspect Items. If we determine that there appears to be an excessive number of Suspect Items on a particular business day, we may contact you so that we can jointly determine how you can provide us with instructions to pay or return the Suspect Item(s), and we will be entitled to rely on your instructions without further review of the Item(s). If for any reason you instruct us to suspend positive pay services and pay all Items presented at our teller lines, you agree that we will have exercised ordinary care in following your instructions and paying Items without review of Item Issue Information, and we will not be liable to you for paying any fraudulent Item during the suspension of positive pay services.
L. Fees. You agree to pay our fees and charges for the services you use, as disclosed at the time you authorize said services. You are responsible for any fees that are a normal charge(s) to the type of account(s) that you have with the bank. You agree to pay us the fees we establish for each of the Services which we may charge directly to your accounts with us. To learn about such fees, please refer to the specific terms and conditions applicable to each product or service. We may amend our Service pricing from time to time. You will be notified within thirty (30) calendar days of any changes. Special or additional Services performed at your request will be subject to such additional terms and fees as you and the bank may agree. You are responsible for the costs of any communication lines and any data processing/internet processor charges payable to third parties. We shall not be liable for any damages to you resulting from any action taken by us if any amount debited results in an overdraft to any account. The Bank does not charge a fee for the provision of training and installation of any Equipment or for the Bank’s customer support.
III. Appointment of Administrator and Representatives
A. Appointment of Administrator. If you are a business customer, you shall designate an administrator who is the primary contact person for purposes of communicating with Generations Bank regarding the Business Services (the “Administrator”). The Administrator has the authority to determine who will be authorized to use the Business Services on your behalf (“Authorized Representative”). The Administrator shall establish separate user credentials, where required by the Business Electronic Banking Services, for each Authorized Representative, as well as the user privileges on each Authorized Representative’s authority to access information and conduct transactions, subject to any maximum limitation imposed by Generations Bank on you. You are responsible for familiarizing all Authorized Representatives with the provisions of this Agreement. You assume sole responsibility for the actions of your Administrator, the authority he or she gives to Authorized Representatives to act on your behalf, and the actions of the Authorized Representatives. You may change the appointment of the Administrator from time to time by submitting such change in writing to Generations Bank on your letterhead. Any changes to any Authorized Representative(s) shall be the sole responsibility of the Administrator, and any such change shall be within your sole control and/or your Administrator and shall not impose any additional duty or liability on Generations Bank. YOU understand and acknowledge that by appointing an Administrator, your business assumes responsibility for total control over the Accounts. By executing this Agreement, You assume the risks involved in appointing an Administrator and Authorized Representatives and agree to hold Generations Bank harmless from any loss resulting from the wrongful acts or omissions of the Administrator or any Authorized Representative.
You may add additional users to your Business Electronic Banking and provide each with a separate user ID and Password. For each user, you may designate the activity level. You may also designate another user as an “Administrator,” which means that this user will also be able to designate additional users. These additional users may have limitations on the use of the Service. Should the account owner revoke the authority of any user, the account owner is obligated to inform Generations Bank of that fact. It is also the Account Owner’s obligation to delete the former user from the Service and add any new users. If additional assistance is needed, contact Generations Bank at the number provided below. However, the removal of the former user and the addition of a new user is the sole responsibility of the account owner. The required notice must be given separately from any other notices given to other Generations Bank Departments or banking centers, by calling us at 1-844-661-0056. You may also write us at: Generations Bank Attn: Business Electronic Banking P.O. Box 10 Camden, AR, 71711 - Phone: 1-844-661-0056
B. Security Procedures.
Generations Bank has established security procedures that include the use of layered security, multi-factor authentication, and out of band authentication (the “Security Procedures”) to be used in connection with some Services. The Security Procedures include identification codes, encryption, passwords, logon identifications, personal or location identification numbers, repetitive codes, and other systems and software (“Security Device”), designed to verify the authenticity of the instructions, payment orders, funds transfers, and other communications (each, a “Communication”) sent by you or on your behalf. You acknowledge the Security Procedures and Security Devices for use of the Service. You are responsible for maintaining the confidentiality of and controlling the use of the security procedure information. Generations Bank shall have no obligation, liability or control, either directly or indirectly over said procedures or your failure to maintain said procedures.
- Acknowledgment of Commercially Reasonable Security Procedures. By using Services, you acknowledge and agree that the Security Procedures established for use of the Service, provide a commercially reasonable level of protection against unauthorized Communications. Generations Bank shall not be obligated to act on a Communication not transmitted in accordance with the Security Procedures and may refuse to act on any Communication where Generations Bank reasonably doubts its authenticity, authorization, contents, origination, or compliance with the Security Procedures. Even if a Communication is given in compliance with the applicable Security Procedures, Generations Bank may, at its discretion, delay the execution of that Communication until Generations Bank is able to verify the authenticity of the Communication by any means reasonably acceptable to Generations Bank including, without limitation, placing a telephone call to any person who is either an authorized signer on your account, or who you have authorized to initiate or confirm Communication (by course of dealing or otherwise). Generations Bank shall not be liable to you or any other person for such delay, provided that Generations Bank has acted in good faith. Generations Bank will be responsible for acting only on those Communications actually received and cannot assume responsibility for malfunctions in transmission or communications facilities or acts of others not under Generations Bank’s control that may affect the accuracy or timeliness of Communications. Generations Bank shall have no duty to discover, and shall not be liable for, your errors or omissions. If Generations Bank complies with the Security Procedures in respect to a Communication, Generations Bank shall be entitled to act on that Communication and shall not be obligated to verify the content of such Communication, establish the identity of the person giving it, or await any confirmation thereof, and Generations Bank shall not be liable for acting on, and you will be bound by, any Communication sent in your name, authorized or not.
If you select certain Security Procedures to use in connection with a Service and those Security Procedures provide less protection against unauthorized transactions or activity than other Security Procedures offered by Generations Bank in connection with such Service, the Security Procedures selected by you shall be deemed commercially reasonable to the same extent as the Security Procedures offered by Generations Bank that provide greater protection. Generations Bank reserves the right to issue new Security Procedures and/or to cancel or change any Security Procedures from time to time.
You shall implement such safeguards as are reasonably necessary to ensure the confidentiality and integrity of such Security Devices and Communication, and agree to: (a) keep the Security Device secure and strictly confidential, providing it only to the Administrator and Authorized Representative(s): (b) instruct each person to whom you give a Security Device that he or she is not to disclose it to any unauthorized person; (c) immediately notify Generations Bank at 1-844-661-0056 of your knowledge or suspicion that the confidentiality or integrity of any such Security Device or Communication is breached or threatened; and (d) select a new Security Device if instructed to do so by Generations Bank. You warrant that no individual will be allowed to initiate transfers or instructions in the absence of proper supervision and safeguards. You shall be solely responsible for the safekeeping of such Security Devices and assume all risk of accidental disclosure or inadvertent use of such Security Devices by any party whatsoever, whether such disclosure or use is the result of your negligence or deliberate acts or otherwise. Generations Bank shall not be liable for any loss or damage resulting from fraudulent, unauthorized or otherwise improper use of any Security Devices. Generations Bank may, but is not obligated to, suspend or cancel your Security Device, even without receiving such notice from you, if Generations Bank suspects that a Security Device is being used in an unauthorized or fraudulent manner. However, Generations Bank shall have no liability for any such Security Device supervision or cancellation.
Generations Bank will not be obligated to honor, in whole or in part, any Communication which –
- Doesn’t comply with the Security Procedures and any term/condition applicable to the Service in the Agreement;
- The Bank has reason to believe may not have been authorized by you or any third party, whose authorization Generations Bank believes is necessary, or which involves funds subject to a hold, dispute, restriction or legal process Generations Bank believes prevents their withdrawal;
- Would violate any applicable provision of any risk control program of the Federal Reserve or any applicable rule or regulation of any other federal or state regulatory authority;
- Is not in accordance with any other requirement of Generations Bank’s applicable policies, procedures or practices; or Generations Bank has reasonable cause not to honor for your protection or its own;
- GENERATIONS BANK WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED PAYMENT ORDER, TRANSFER, OR OTHER INSTRUCTION MADE USING YOUR SECURITY DEVICE IF GENERATIONS BANK ACCEPTED IT IN GOOD FAITH, IF IT WAS MADE IN COMPLIANCE WITH SECURITY PROCEDURES, IF IT OCCURRED BEFORE YOU NOTIFIED GENERATIONS BANK OF POSSIBLE UNAUTHORIZED USE OR BEFORE GENERATIONS BANK HAS HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE.
No Generations Bank employee will contact you via email, phone or otherwise requesting your Access IDs, Passwords or other Security Device. If you are contacted by anyone requesting this information, please contact Generations Bank immediately at 1-844-661-0056.
C. Authorization You may implement Single, Dual or multiple Authorization. We recommend the minimum use of Dual Authorization. Dual Authorization is available to your business as an added protection against possible fraud. Dual Authorization can be used in performing ACH, Wire Transfer, Bill Pay, and Internal Transfer Services. Dual Authorization will not apply to the number of signatures required on checks, drafts, or negotiable orders of withdrawal written against your checking account(s) (regardless of whether your checking account(s) are enrolled in any Service). There is a greater risk to your business using Single Authorization as it allows any individual that is signed into Business Electronic Banking to authorize electronic ACH, Wire Transfer, Bill Pay and Internal Transfer Services within established limits without any review process. In addition, Single Authorization has greater risk to you in the event of hostile electronic takeover. Establishing a second online user with dual authorization will reduce the risk of any potential loss. Notwithstanding the foregoing, the Bank reserves the right, in the Banks discretion, to require Dual Authorization as a condition of using the ACH, Wire Transfer, Bill Pay and/or Internal Transfer Services, and as a condition for using any other Business Service.
D. Authorized Representative(s). You represent that each Authorized Representative has general authority from you to access information and give instructions including general authority over the movement of your business’s funds and Accounts as evidenced by Banking resolution, partnership declaration and/or other agreements, certifications or instruments you have provided to Generations Bank; and that Generations Bank has full authorization from you to rely and act upon these instructions. You are responsible for deleting and/or blocking any Security Device used by or assigned to an Authorized Representative that is no longer employed by you.
E. Linking Accounts of Additional Businesses. If you are authorized to enter into an Agreement for the Business Electronic Banking Service for multiple businesses, and if you want to link the Accounts and Services for one business to the Service Accounts for other businesses entering into this Agreement, you will need to agree separately to this Agreement for each other business entity. Upon doing so, you may link the Service Accounts of more than one business, and use a common Online ID and password. By linking the Service Accounts of multiple businesses, you are certifying that you are properly authorized to link the Service Accounts of the different businesses and to use all the functions of the Business Electronic Banking Service for each business. The account owner further agrees to inform Generations Bank if anyone’s authority over any linked account diminishes or ceases in any way. Until Generations Bank is informed of a change to your authority, Generations Bank is not liable in any manner whatsoever for any damages suffered by you, your businesses, or any third party. If your authority over any account diminishes or ceases until it is informed of the change in authority (such notice must be given by contacting Generations Bank).
IV. Security with Online Banking Terms and Conditions.
A. Access Device Specifications. In order to use the Service, your Access Device must meet the minimum specifications required for use of the Financial Software.
B. Passwords. Your Senior Administrator can establish limits on each user’s authority to access information and conduct transactions. You assume sole responsibility for the actions of your Senior Administrator, the authority he or she gives others to act on your behalf, and the actions of the persons designated by the Senior Administrator to use the Services. You or your Senior Administrator will need to designate which accounts will be utilized for Service payments and transfers. If your Senior Administrator designates an account that requires 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 the password designated by you or your Senior Administrator for that account and the Service in question. Note: This may mean that we will act upon the instruction of only ONE person (e.g., to wire funds), even though the signature card for the account in question requires two (2) or more signatures on checks. As long as an instruction is accompanied by the designated password, the transaction will be deemed authorized by you. We may issue you a new Password, although it may not be available for use in accessing the Service for several days. You understand that for security purposes, Generations Bank may require you to periodically change your Password used to access your Service Account. Additionally, if you fail to access your Service Account(s) for an extended period, Generations Bank reserves the right to disable your access to the inactive account at any time.
C. User Guides and Security. We will provide your designated Senior Administrator with a Company ID, User ID and temporary password to access our Services. We may also provide you with operating procedures and user guides (“User Guides”) in connection with certain Services. You agree to :
- Comply with the User Guides and procedures that we provide to you.
- Take reasonable steps to safeguard the confidentiality and security of your passwords.
- Maintain the confidentiality of your passwords.
- Closely and regularly monitor the activities of employees who access the Services.
- Immediately notify the Bank of any errors. Notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. The Customer agrees that the Bank shall not liable for any other losses resulting from the Customer’s failure to give such notice or any loss of interest or any interest equivalent with respect to an Entry shown on such periodic statement. If the Customer fails to notify the Bank of any such discrepancy within thirty (30) days of receipt of such periodic statement, the Customer shall be precluded from asserting such discrepancy against the Bank.
Our security procedures are not designed for the detection of errors (e.g., duplicate payments or errors in your fund transfer instructions). We will not be obligated to detect errors by you or others, even if we take certain actions from time to time to do so. You agree to change the temporary password that we assign to you the first time you use the Services and delete the user access of any individual who is no longer employed or authorized by you to use the Services. We require that you change your passwords every three hundred and sixty five (365) days, but we may require you to change your password at any time for security purposes. Your password must be a minimum of eight (8) characters and maximum of twelve (12) characters long, of which one must be letter and numeric, no spaces, cannot repeat a character more than three (3) times. After three (3) failed attempts, your access to the services will be locked out and you must contact the bank to have it reset or reset this yourself. The system will recognize the last six (6) passwords you have utilized and will not accept them when required to change your password. We may deny access to the Services without prior notice if we are unable to confirm (to our satisfaction) any person’s authority to access the Services or if we believe such action is necessary for security reasons. Each time you perform a file or funds transfer with the Service, you warrant that our password and security procedures are commercially reasonable for the transactions, based on the circumstances involved (e.g., the size, type, and frequency of your transfers, as well as your internal controls). Some of our Services allow you or your Senior Administrator to set transaction limitations and establish internal controls. Your failure to set such limitations and implement such controls increases your exposure to, and responsibility for, unauthorized transactions. You agree to be bound by any transfer or payment order we receive through the Services, even if the order is not authorized by you, if it is submitted with an approved password or is otherwise processed by us in accordance with the security procedures described in this Agreement.
D. Information Processing and Reporting. Some of our Services may require us to receive, process, and report information involving your accounts and transactions. We will not be responsible for determining the accuracy, timelines, or completeness of any information that you or others provide to us. We will not have a duty to interpret the content of any data transmitted to us, except to the limited extent set forth in this Agreement. Unless otherwise agreed in writing, we will not be required (by means of any security procedure or otherwise) to detect errors in the transmission or content of any information we receive from you or third parties. You acknowledge that it is not possible for the Services to be totally free from operator, programming, or equipment error, and that errors in processing and compiling data may occasionally occur (e.g., due to the failure of others to provide accurate information or telecommunication failures). As such, you agree to review and verify all results and to maintain adequate controls for insuring both the accuracy of data transmissions and the detection of errors. Unless otherwise required by law, our sole responsibility for any reporting errors caused by us will be to reprocess the information for the period in question, and to provide corrected reports at our own expense. You agree to maintain adequate backup files of the data you submit for a reasonable period of time in order to facilitate any needed reconstruction of your transactions (e.g., in the event of a telecommunication failure). If we are unable to provide a Service for any reason, we will promptly inform you of the problem and will take reasonable steps to resume processing.
E. Electronic Mail/Internet. We recommend that you avoid sending confidential information (such as account numbers or social security numbers) by e-mail. We recommend sending us a secure message through Business Electronic Banking under Administration > Contact Us. If you send us electronic mail (“e-mail”), we may not receive or review it immediately. We will have a reasonable time to act upon any e-mail request or notice, and reserve the right to reject any transaction or request received by e-mail. You acknowledge that, even though e-mail may be encrypted, we cannot ensure that it will not be intercepted or affected by the actions or omissions of others, such as third party networks or persons with access to the Internet. We, and our service providers, assume no responsibility for viruses created by third parties, or for any third party’s unauthorized access to, or use, to your computer system. Your use of the Internet will be entirely at your own risk. We make no representation, warranty, or endorsement with respect to: (a) information placed on the Internet by third parties; (b) the security or continued availability of the Internet or of any Internet web site, including without limitation our website; or (c) the services, products or information made available over the Internet by others whose sites may be accessed, directly or indirectly, as a result of our Services. You agree that: (a) your use of the Internet will be at your own risk; (b) Internet services are provided to you on an “as is” basis, without warranties of any kind; (c) we, and any of our affiliates, Internet service providers, and licensors, will not be liable for any errors, defects in, or the untimeliness or lack of authenticity of, any information provided over the Internet; (d) you will comply with all laws applicable to your Internet activities; (e) you will not transmit any information which is defamatory, abusive, or which may give rise to civil liability; (f) we may monitor your e-mail and Internet communications with our employees; and (g) our Internet Service will be subject to the additional qualifications/operating rules, if any, set forth on our website.
V. Other Online Banking Terms and Conditions
A. Banking Days. Our banking days are Monday through Friday, excluding holidays.
B. Cutoff Hours. The cutoff hour for Services is 3:00 p.m. on banking days. Instructions received after the cutoff hour or on a non-banking day may be deemed received as of the next banking day. Services may occasionally be unavailable due to needed maintenance or system/network interruptions.
C. Termination. Either party may terminate this Agreement as to some or all of the Services, with or without cause, by giving twenty (20) business days prior notice to the other party in writing and the return by you of any equipment to the Bank if provided. We may terminate your Services or this Agreement immediately and without prior notice if: (a) you breach any agreement with us; (b) the confidentiality of any of your passwords is compromised; (c) we have reason to believe that an unauthorized transaction has taken or may take place involving any of your accounts or any of the Services; (d) you become insolvent or the subject of a bankruptcy, receivership, or dissolution proceeding; or (e) we are uncertain as to any person’s authority to give us instructions regarding your accounts of the Services. The termination of this Agreement will not affect the rights or obligations of the parties that arise prior to termination.
D. How to Contact Us. You may contact us from the Business Electronic Banking page or by writing us at Generations Bank, Attention: Business Electronic Banking, PO Box 10, Camden, AR 71711, or call us at (844) 661-0056.
E. Your Records. This Agreement and the Services are not intended to relieve you of any obligation imposed by law or contract regarding the maintenance of records or from employing adequate audit, accounting, and review practices as are customarily followed by similar businesses. You agree to retain and provide to us, upon request, all information necessary to remake or reconstruct any deposit, transmission, file, or entry until ten (10) banking days following receipt by us of the deposit, file, entry, transmission, or other order affecting an account.
F. Access to Account Data. You can obtain balance and other account information through the Service. This Service provides near real-time balance and transaction information; however; 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 banking day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and/or other reasons. Certain balances also may not be subject to immediate withdrawal. We assume no responsibility for any loss arising from incomplete information or for any temporary interruption in our information system. If you are unable to access our system for any reason, you may contact your branch for loan and deposit information.
G. Reliance on Third Parties. Our ability to provide certain Services is dependent upon our ability to obtain or provide access to third party networks. In the event any third party network is unavailable or we determine, in our discretion, that we cannot continue providing any third party network access, we may discontinue the related Service or may provide the Service through an alternate third party network. In such situations, we will have no liability for the unavailability of access. We will not be responsible for any services you receive from third party vendors.
H. Indemnification. You agree to indemnify, defend, and hold us, our parent company, affiliates and subsidiaries, and our respective directors, officers, employees, and agents, harmless from and against any claim, damage, loss, liability, and cost (including, without limitation, attorney’s fees) of any kind which results directly or indirectly, in whole or in part, from: (a) our actions or omissions, if they are in accordance with your instructions or the terms of this Agreement; or (d) the actions or omissions of you, your agents, or employees. Should you receive bad data, you must notify the Bank within 24 hours of its discovery in order for the Bank to provide timely response and prompt resolution thereof.
I. Limitation of Liability. Except as otherwise stated in this Agreement, we will be liable to you only for damages arising directly from our intentional misconduct or gross negligence in the performance of the Services. We will not be responsible for any loss, delay, cost, or liability which arises, directly or indirectly, in whole or in part, from: (a) your actions or omissions, or those of third parties which are not within our immediate and reasonable control; (b) your negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy or omission in any instruction or information provided to us; (d) any error, failure or delay in the transmission or delivery of data, records or items due to a breakdown in any computer or communications facility; (e) accidents, strikes, labor disputes, civil unrest, fire, flood, water damage (e.g., from fire suppression systems), or acts of God; (f) causes beyond our reasonable control; (g) the application of any government or funds-transfer system rule, guideline, policy or regulation; (h) the lack of available funds in your Account to complete a transaction; (I) our inability to confirm to our satisfaction the authority of any person to act on your behalf; or (j) your failure to follow any applicable software manufacturer’s recommendations or our Service instructions. There may be other exceptions to our liability, as stated in your deposit or other Service agreements with us. Any claim, action or proceeding by you to enforce the terms of this agreement or to recover for any Service-related loss must be commenced within one (1) year from the date that the event giving rise to the claim, action, or proceeding first occurs. You agree to cooperate with us in any loss recovery efforts we undertake to reduce any loss or liability that arises in connection with your use of the Services. You acknowledge that our Service fees have been established in contemplation of: (a) these limitations on our liability; (b) your agreement to review statements, confirmations, and notices promptly and to notify us immediately of any discrepancies or problems; and (c) your agreement to assist us in any loss recovery effort.
J. Notices. You agree to notify us immediately if you discover: (a) an error or discrepancy between your records and the information we provide to you about your accounts or transactions (e.g., in a statement, confirmation, or electronic report); (b) unauthorized transactions involving any account; (c) a breach in the confidentiality of the password(s) or User Guide; or (d) other problems related to the Services. You must send us a written notice of any discrepancy or other problem, including a statement of the relevant facts, within a reasonable time (not to exceed fifteen (15) days from the date you first discover the problem or receive information reflecting the problem, whichever occurs first). If you fail to notify us within fifteen (15) days, you agree that, in addition to any other limitations on our liability: (a) in the case of an erroneous funds transfer, you will be liable for all losses up to the amount thereof (as well as any loss of interest), which result from your failure to give us such notice or which might have been prevented by your giving us such notice; and (b) in the case of an unauthorized funds transfer, we will not be liable for any loss of interest which results from your failure to give us such notice or which might have been prevented by your giving us such notice. You agree to provide us with your current and updated mailing location and e-mail address. Notices to you may be mailed or sent to you at the statement, e-mail, or mailing address shown for you in our deposit or Service records. Notices to us must be sent to: Generations Bank, Internet Department, PO Box 10, Camden, AR 71711.
K. Files. You agree to the following file requirements and limitations when using the Remote Deposit Capture service.
- Receipt of Files. The customer will be responsible for approving, editing, and auditing all batches of items captured through Remote Deposit Capture. The bank will not be responsible to contacting the customer concerning the receipt of files. The bank is not responsible for files sent by the customer and not received by the bank. The bank is not responsible for images that may be dropped during transmission. The bank may, without liability to the customer, reject files that may contain errors and viruses in the file. Deposit credits received will not be final until all errors are resolved.
- Deadline for Receipt of Files. The customer must have all files completed and received by the bank no later than 3:00 p.m. central on any bank business day. The bank, at its discretion, can impose a hold on certain items or the entire deposit which could delay the availability of funds.
- Deposit/File Limits. The bank will conduct an analysis of the customer’s account. From this analysis the bank will establish the size of deposits and the number of files that can be transmitted each day.
L. Arbitration. Any dispute or controversy between you and Generations Bank, arising out of or otherwise relating to this Agreement or the Services provided hereunder, shall be settled by arbitration to be held in Rogers, Arkansas, unless another location is mutually agreed upon by the parties, in accordance with the rules then in effect of the American Arbitration Association or its successor. The arbitrator may grant injunctions or other relief in such dispute or controversy, and the decision of the arbitrator shall be final, conclusive, and binding on you and Generations Bank. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction, and you and Generations Bank irrevocably consent to the jurisdiction of the state courts of Arkansas for this purpose.
M. Waiver of Right to Jury Trial. You hereby irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any legal proceeding arising out of any controversy related to the Services provided hereunder or that may arise under this Agreement.
A. Amendments. We may amend (add to, delete or change) the terms of this Agreement, the Service fees, and the User Guide at any time. We will provide you with prior written or electronic notice when required by law. We may amend our security procedures without prior notice if immediate changes are required for security reasons or the changes do not have a material effect on your use of the Services.
B. Fees of Legal Counsel. In the event you shall employ legal counsel to protect your rights hereunder or to enforce any term or provision hereof, if Generations Bank prevails in any such action, Generations Bank shall have the right to recover from you, all of its reasonable attorneys’ fees and expenses incurred in relation to such claims.
C. Binding Effect and Benefit. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. Otherwise, this Agreement shall not create any rights for the benefit of any third party.
D. Headings and Captions. Subject headings and captions are included for convenience purposes only and shall not affect the interpretation of this Agreement.
E. Notice. All notices, requests, demands and other communications permitted or required hereunder shall be in writing, and either (i) delivered in person, (ii) sent by express mail or other overnight delivery service providing receipt of delivery, (iii) mailed by certified or registered mail, postage prepaid, return receipt requested or (iv) sent by facsimile or electronic mail transmission to the parties hereto, at the addresses provided herein or to such other address as a party may designate by notice. Any such notice or communication shall be effective upon receipt by the addressee.
F. Entire Agreement. This Agreement, together with any Addendum hereto, supplements (and supersedes where inconsistent) the terms of your deposit agreement with us. Unless we provide otherwise in writing, they constitute (along with any Service fee schedule) the entire agreement between you and us with respect to the Services.
G. Financial Review. You agree to provide us with a financial statement and other information on your financial condition upon our request. You should notify the Bank of any changes in locations, transaction volumes, or financial condition.
H. Governing Law/Compliance. This Agreement will be governed by and constructed in accordance with the laws of the state of Arkansas, without reference to its conflict by law provisions. You agree not to utilize the Services to conduct any transactions that would violate the laws of any state or the United States, including the economic sanctions administered by the U.S. Treasury’s Office of Foreign Assets Control.
I. Monitoring of Communications. You agree on behalf of yourself, your employees and agents that we may monitor and record your telephone and electronic communications in connection with the Services at any time, without further notice to you or any party to the communication.
J. No Assignment. We may assign our rights and delegate our duties under this agreement to a company affiliated with us or to a third party. You may not assign any right or delegate any obligation under this Agreement without our prior written consent.
K. No Third Party Use by Customer. Unless you have our prior written consent, you may not use the Services to process transactions for third parties or permit others to initiate Service transactions on your behalf.
L. Third Party Use by Bank. You acknowledge and agree that, in providing the Service hereunder, the Bank may utilize and rely upon certain third party service providers (“TPSPs”) to provide database storage, database access, switching and other data communications services to the Bank. The Customer further acknowledges and agrees that the Customer’s rights under this Agreement shall be solely and exclusively against the Bank, and the Customer shall have no right or recourse against any TPSP hereunder whatsoever, and hereby waives any and all such rights or recourse, directly or indirectly, against any TPSP, the State of Arkansas and the Federal Deposit Insurance Corporation.
M. Security Interest. You grant us a security interest in your Bank account to secure the repayment of any overdraft or other obligation that you incur under this Agreement.
N. Severability. If any portion of this Agreement is held invalid, illegal or unenforceable, such determination shall not impair the enforceability of the remaining terms and provisions contained herein, provided the purposes intent and objects of this Agreement may be attained and achieved through the enforcement of such remaining terms and provisions.
O. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart.
P. Authority. Any individual signing this Agreement in a representative capacity acknowledges and represents that he/she is duly authorized to execute this Agreement in such capacity in the name of, and on behalf of, the designated corporation, partnership, trust, or other entity.
Q. Waivers/Overdrafts. Any waiver by us must be in writing to be effective. Our waiver of any right will not be deemed a waiver of other rights or of the same right at another time. Our practice of allowing overdrafts is entirely at our discretion and will not obligate us to continue the practice at any later date. We may discontinue permitting overdrafts at any time and without prior notice.
R. Right to Audit. The Bank reserves the right to periodically audit the customer’s compliance with the rules and the right to conduct periodic financial reviews.
S. Remote Deposit Schedules
- Schedule A – Refers to the Remote Deposit Capture Software/Hardware Requirements.
- Schedule B – Refers to the Endorsement, Reconverting Bank Identification & Truncating Bank Identification.
T. ACH Origination Schedules
- Schedule A – ACH Origination Exposure Limit
- Schedule B – ACH Security Procedures
- Schedule C – ACH Processing Schedule
- Schedule D (1) – ACH Account Authorization – ACH Credits
- Schedule D (2) – ACH Account Authorization – ACH Debits
- Schedule E – ACH Origination Payment
- Schedule F – ACH Origination Authorized Signatures