Please read carefully the INTERNET BANKING ACCESS USER AGREEMENT for Business
Online Banking Services below (the "Agreement"), effective November 1, 2004. This Agreement includes disclaimers of liability and other matters of interest to users. By pressing the "I Agree" button, you agree to the terms and conditions of the User Agreement that includes a consent to future amendments of the Agreement. By pressing "I Disagree", you will be returned to the initial log on screen. If you wish to have a hard copy of this agreement, either print a copy now, click here to download an Adobe Acrobat version of the file, or call a Howard Bank Customer Service Representative at 410-750-0020.
TABLE OF CONTENTS
1. WHAT THIS AGREEMENT COVERS
This Internet Banking Agreement ("Agreement") between you and Howard Bank governs your use of Business Online Banking, an electronic banking service that permits Howard Bank customers to access financial services through the use of the World Wide Web ("Internet"). Accounts and services provided by Howard Bank that you access through Business Online Banking ("BOB") are also governed by other agreements with you. In this Agreement we will use the term "Business Online Banking" to refer to all services currently accessible by you through Business Online Banking. Additional services may be available in the future and, when available, will be included in the definition of Business Online Banking.
We suggest that you review this Agreement and other Account agreements that have been separately provided to you in order to understand all of your relative rights and responsibilities in connection with your use of Business Online Banking. You may use Business Online Banking to access your Howard Bank business Accounts through the Internet. Currently, you can access your checking, savings, and certificate of deposit and loan accounts.
1.1 Terms Used in this Agreement
| • |
"We," "us," "our" and "Bank” refer to Howard Bank, headquartered in Ellicott City, Maryland. |
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"You" or "your" refers to the owner of a Howard Bank business account. |
| • |
"BOB" refers to Business Online Banking. |
| • |
"Authorized representative(s)" refers to a person whom you authorize to transact business on your account by delivering to us a written document that shows the person has the authority to act with respect to your account. We may continue to recognize the authority of an authorized representative until we have received and had a reasonable time to act upon written notice from you that an authorized representative is no longer authorized to transact business on your account. |
| • |
"Account" refers to any FDIC insured business deposit or loan account maintained at
Howard Bank not used for personal, family or household purposes. |
| • |
"ACH Provisions" refers to the provisions in this Agreement that is required to activate and
use the BOB ACH functionality (funds management and file management). |
| • |
"Account Authorization" refers to your Application by an Authorized Signer for Business
Online Banking services. |
| • |
"Employee Information" allows an Authorized Signer to identify which accounts can be
accessed by each Authorized Representative and to limit the types of authorized transactions |
1.2 Accepting the Agreement
You understand and agree that by using Bank's Business Online Banking Services or by authorizing others to use them, you have agreed to the terms and conditions of this Agreement and that no signature by you is required on this Agreement. You agree to use Business Online Banking solely as provided in this Agreement. When any transfer, payment or online service generates items to be charged to your Bank Account, you agree that we may debit your Account without requiring a signature by an authorized representative on the item and without prior notice to you.
We may, from time to time, introduce new Business Online Banking services. When this happens, we will update the Website to include them. By using any Business Online Banking service, you agree to be bound by the terms contained in this Agreement at that time.
1.3 Changes in Terms/Fees
We may change the Business Online Banking services and the terms, including fees, set forth in this Agreement at any time. You will be notified of any such change as required by applicable law, either by mail or by an electronic message. You understand and agree that by using Business Online Banking after a change becomes effective; you have accepted and agreed to that change.
1.4 Maintaining Your Accounts
You agree to properly maintain your Bank Accounts, to comply with the rules governing your Bank Accounts, and to pay any fees associated with the use or maintenance of your Bank Accounts. Any issue relating to a Bank Account or service with Bank that you access through Business Online Banking shall be governed by the law(s) specified in the agreement for that Bank Account or service.
Your Bank deposit and loan accounts that you specify can be viewed and accessed in
Business Online Banking. Your Bank Accounts will continue to be governed by the Terms and
Conditions of your Account Agreements and your loan agreements, except where it is noted in this
Agreement. This Agreement will control if there is a conflict with your other agreements and this
Agreement for Business Online Banking Services. In addition, each Bank Account and Business Online Banking service is subject to the following:
| • |
Terms or instructions appearing on a screen when using Bank's Business Online Banking Services; |
| • |
Bank's rules, procedures and policies applicable to your Accounts; |
| • |
Rules and regulations of any funds transfer system used in connection with Business Online Banking; and |
| • |
Applicable state and federal laws and regulations. |
1.5 Access to Business Online Banking
You may access Business Online Banking and your Bank Accounts to check balances, view transaction history and transfer funds. To access Business Online Banking Services, you must have an ACCESS ID and a PASSWORD and the required hardware and software. You are solely responsible for having the required hardware and software and for securing an Internet service provider. Subject to the terms of this Agreement, Business Online Banking will generally be able to access your Accounts via Bank's Internet site seven days a week, 24 hours a day. A transfer requested through Business Online Banking before the transfer Cutoff Hour on a business day will generally be posted to your Bank Account the same day. All transfers requested after the posted transfer Cutoff Hour on a business day or on a day that is not a business day, will be posted on the next business day. Every day is a business day except Saturdays, Sundays, and banking holidays.
At certain times, Business Online Banking may not be available due to system
maintenance or circumstances beyond our control.
1.6 Password and Access ID
You will be given PASSWORDS and ACCESS IDs that will give you and each of your authorized representatives access to Business Online Banking. During the first logon session, you and each of your authorized representatives are required to change the Password we provided to you. Going forward, passwords can be changed online at any time for Business Online Banking. Online passwords are case sensitive and must be between 5 and 8 alpha and/or numeric characters in length. At least one alpha and one numeric character must be used. We recommend that passwords be changed immediately upon receipt and regularly thereafter.
We are entitled to act on instructions received under your company's PASSWORDS and ACCESS ID. You are responsible for familiarizing all authorized signers with the terms of this Agreement and for keeping your Business Online Banking PASSWORDS and ACCESS IDs confidential. You agree to exit from your account at the end of your use of BOB. You agree to immediately notify Bank of any unauthorized use of your account, usernames and passwords.
1.7 Responsibilities and Restrictions on Use of BOB
| 1.7.1 |
You agree to use the Business Online Banking website and BOB only with respect to your authorized accounts. You agree to not (i) permit any third parties to use or access the Business Online Banking website or BOB; (ii) use the Business Online Banking website or BOB for any other party's information management or benefit; or (iii) use the Business Online Banking website or BOB in the operation of a service bureau or redistribute or resell BOB. |
| 1.7.2 |
You agree to not take any screen shots of any portion of the Business Online Banking website, or use any robot, spider, other automatic device or program or manual process to monitor, copy, or reproduce the Business Online Banking website. |
| 1.7.3 |
You agree to not interfere with the functionality of the Business Online Banking website by (i) uploading, storing, e-mailing, posting, linking or otherwise transmitting, distributing, publishing or disseminating any material that contains software viruses, Trojan horses, worms, time bombs, or any other computer code, file or program designed to interrupt, destroy or limit the functionality of the Business Online Banking website, BOB, Bank computer software, hardware or telecommunications equipment, or any other harmful or disruptive program; (ii) disrupting the normal flow of the Business Online Banking website or BOB, causing a screen to scroll faster than it can be usable, or acting in a manner that limits other's use of the Business Online Banking website, Software or Services; (iii) otherwise modifying the Business Online Banking website or Services or interfering or attempting to interfere with the proper operation of the Business Online Banking website or Services, including through the use of any device, software or routine; or (iv) using the Business Online Banking website or Services to disrupt the servers or networks connected to the Web server with respect to the Business Online Banking Website and BOB. |
| 1.7.4 |
You agree to not use the Business Online Banking website or BOB to forge headers or identifiers in an effort to disguise the origin of content transmitted through or to the Business Online Banking website or BOB, impersonate any person or entity, or misrepresent your affiliation with a person or entity. |
| 1.7.5 |
You agree to not upload, store, post, e-mail or otherwise transmit, distribute, publish or disseminate (i)any information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous or racially or ethnically objectionable, or promote such activity; or (ii)any unauthorized advertising, junk mail, "spam", chain letters or any other form of solicitation. |
| 1.7.6 |
You agree to not use the Business Online Banking website or BOB to collect or share personal data about other Users. |
| 1.7.7 |
You agree to not upload, store, post, link to, e-mail or otherwise transmit, distribute, publish or disseminate any website information, content or other information or material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or otherwise violates the legal rights (such as rights of privacy and publicity) of others, violates any contractual or fiduciary relationships or is otherwise objectionable. |
| 1.7.8 |
You agree to not violate (intentionally or unintentionally) any applicable local, state, national or international law or regulation, including, but not limited to, laws regarding the transmission through BOB and the Business Online Banking website of technical data or software exported from the United States and/or the country(ies) in which you reside, and all local laws and regulations regarding online conduct and acceptable content. |
| 1.7.9 |
You agree that only Bank shall have the right to alter, maintain, enhance or otherwise modify the Business Online Banking website or BOB. You agree not disassemble, de-compile or reverse-engineer the Business Online Banking website or BOB. |
| 1.7.10 |
You covenant, represent and warrant, to the best of your knowledge, that all of your electronic means used to access the Business Online Banking website and BOB do not, and will not during the term of this Agreement, contain any feature which would in any way impair the operation of (i) the Business Online Banking website or BOB; or (ii) the software or hardware of any other user using BOB, in each instance including, without limitation, any form of virus, a Trojan horse, worm, or other software routine or hardware component which may disable, erase or otherwise harm software, hardware, or data. |
1.8 Electronic Mail (E-mail)
You can communicate with us via e-mail. Please remember that we will not immediately receive an electronic message sent by you. If you need to contact us immediately, please call 410-750-0020. No action will be taken on any electronic message you send to us until we actually receive your message and have a reasonable opportunity to act on it. You cannot use e-mail to make an account balance inquiry, a stop payment or a funds transfer. You cannot use e-mail to cancel a transfer, or a loan payment. NEVER SEND US YOUR BUSINESS ONLINE BANKING ACCESS ID, PASSWORD OR OTHER SENSITIVE BANK ACCOUNT INFORMATION (EXAMPLE: ACCOUNT NUMBER) VIA E-MAIL.
1.9 Account Statements
All of your daily transactions, payments, and funds transfers will appear on Business Online Banking and on your Account statement(s). You can access transactional information for your current and previous statement.
2. BUSINESS ONLINE BANKING SERVICE
2.1 Business Online Banking (applies to all BOB service plan types)
| 2.1.1 |
To use Business Online Banking you need:
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A Bank business checking account, business savings account, business certificate
of deposit or a business loan account located at Bank; |
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Service through an Internet service provider; |
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An Online ACCESS ID and PASSWORD for each authorized representative, and |
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A computer, Internet access and Internet Explorer version 5.5 or above and 128
bit SSL (Secured Socket Layer) encryption. |
|
| 2.1.2 |
All Business Online Banking plan types include common features and functionality that enable you to:
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Transfer funds between your Bank business accounts (excluding certificates of
deposit) either on a one-time or recurring basis; |
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View same day balance information for your Bank checking, savings, and loan
accounts; |
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Review transactions for the current statement cycle and transactions from your
previous bank statement; |
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Export transactions; |
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Control features and functionality by user, including access to funds; |
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Send us email messages and questions regarding your online banking. |
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2.2 Additional key features available:
Feature |
|
Monthly Fee |
No Monthly Service Business Banking Online Service Charge.
Fees apply for file transmissions:
$125.00 setup fee
$7.00 per file and $0.10 per item
$10.00 reversal/deletion
$2.00 per notification of change
$5.00 per return item |
Allow multiple users with unique passwords to access the system |
Unlimited; users and access must be designated by you. |
Linked Account |
Unlimited; accounts must be designated by you. |
Stop Payments |
$25.00 per stop payment |
Wire Transfers |
$10.00 per domestic wire (in); $15.00 (out) International as quoted |
ACH |
Full ACH capability. ACH editor module is available |
Internet Service Provider (ISP) and telephone charges |
Customer responsibility |
2.3 Account Access
You choose the Bank accounts that you want to access through Business Online Banking. You may also customize the authority of authorized employees and you can limit their online access time when you provide account set-up information to us.
2.4 Business Days
Our business days with respect to BOB, the days of the week that the Bank will process BOB transfers, ("Business Days") are Monday through Friday, except bank holidays. Although transfers are processed by Howard Bank on Business Days only, you can initiate a transaction through Business Online Banking 24 hours a day, seven days a week, except during maintenance periods; however, the transfer will be completed on the next Business Day.
2.5 Cutoff Hours
A number of our BOB services are subject to processing deadlines.
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International wires must be received via the internet by 1:30 pm on business days. Beneficiary will be credited within 24-72 hours. |
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Domestic wires must be received via the internet by 3:30 pm on business days for same day credit. |
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ACH files must be received via the internet by 3:30 pm two business days prior to the effective date. |
Stop payments and internal transfers must be received via the interent by 3:30 on business days for same day processing.
Instructions received after the deadline on non-Business Days may be deemed received as of the next Business Day. Services may occasionally be unavailable due to needed maintenance or system/network interruptions.
2.6 Funds Transfer
| 2.6.1 |
We will initiate properly authorized and completed Funds Transfer Requests, as defined by UCC 4A (subject to funds availability) communicated to us online or telephonically on the date requested provided the request is received by us prior to the posted online Cutoff Hour and provided the request includes all required information. We may make payments solely on the basis of the account number provided as proper identification of the intended beneficiary. |
| 2.6.2 |
We shall not be liable for any delay or refusal to honor instructions for a transfer or related act if in good faith, we are unable to satisfy ourselves that the instructions are given by an authorized employee. Our failure to verify or authenticate the transactions shall not be evidence of any failure to exercise reasonable care or good faith. If you did not authorize a payment order, the applicable provisions of UCC 4A will govern liability. |
| 2.6.3 |
We agree to make reasonable efforts to complete all fund transfers as requested. We will be responsible for acting only on those instructions actually received by us and cannot assume responsibility for malfunctions in communications facilities or acts of others not under our control that may affect the accuracy or timeliness of messages you send. We are not responsible if you provide incorrect instructions or if your instructions are not received prior to our published Cutoff Hours. |
| 2.6.4 |
You have no right to cancel or amend a transfer after we execute it. We may
attempt to revoke an order, which has not been executed if the request is received in a time, and manner that gives us a reasonable time to act upon it, but we make no warranty as to our ability to revoke or cancel a transfer once made. You agree to hold us harmless against claims of third parties when you revoke or cancel any funds transfer instructions. |
2.7 Stop Payment Request
| 2.7.1 |
We will accept online requests from an authorized employee to stop payment on checks drawn on your authorized Bank accounts only. We will process requests received prior to the posted Cutoff Hour on the same Business Day received. Requests received after the posted Cutoff Hour will be processed on the next Business Day. We must receive a stop payment request at a time that will give us a reasonable opportunity to act on it prior to payment of the item. Generally stop payment requests are not processed until the Cutoff Hour or later on that Business Day. |
| 2.7.2 |
STOP PAYMENT REQUESTS ARE NOT EFFECTIVE IF, EITHER BEFORE OR WITHIN 24 HOURS OF WHEN THE STOP PAYMENT ORDER WAS PLACED, WE HAVE ALREADY CASHED THE ITEM OR BECOME OTHERWISE LEGALLY OBLIGATED FOR ITS PAYMENT. STOP PAYMENT REQUESTS ARE PROCESSED BY COMPUTER. WE WILL ASSUME NO RESPONSIBILITY IF ANY INFORMATION PROVIDED IS INCORRECT OR INCOMPLETE THAT WOULD CAUSE THE CHECK TO BE PAID (i.e., incorrect check number, amount, account number or date). ONCE PLACED, THE STOP PAYMENT REQUEST WILL REMAIN IN EFFECT FOR SIX MONTHS FROM THE DATE WHEN IT WAS AUTHORIZED. ANAUTHORIZED BANK REPRESENTATIVE MAY RENEW THE STOP PAYMENT REQUEST FOR AN ADDITIONAL SIX-MONTH PERIOD WHEN THE EXPIRATION DATE ARRIVES. YOU ARE RESPONSIBLE FOR MONITORING THE EXPIRATION OF STOP PAYMENTS. NO NOTICE WILL BE PROVIDED TO YOU THAT A STOP PAYMENT REQUEST IS EXPIRING. A fee will be charged for each stop payment request and extension of a stop payment request. |
| 2.7.3 |
In order to cancel a stop payment request, an authorized representative is required to fax or deliver a written request to Bank. Stop payment requests cannot be canceled via e-mail. |
3. LIABILITY
3.1 Your Responsibility to Notify us
Call us IMMEDIATELY at 410-750-0020 if you believe that any ACCESS ID or PASSWORD has been lost or stolen, or if you believe someone has transferred or may transfer money from your Bank Account without your permission, or if you suspect any fraudulent activity on your Bank Account.
3.2 No Contact by Bank
No Bank employee will contact you via email or phone requesting your Online ACCESS ID or your PASSWORD. If you are contacted by anyone requesting this information please contact us immediately.
3.3 Our Liability
| 3.3.1 |
Our liability to you is limited to the extent stated in any other Account and/or loan agreements, notices, and disclosures that are separately provided to you from time to time regarding your Bank Accounts and/or this Agreement. This section explains the complete extent of our liability to you only to the extent that it has not been separately disclosed to you by any of these agreements, notices, or disclosures. |
| 3.3.2 |
NEITHER BANK, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE AVAILABILITY, PERFORMANCE OR QUALITY OF THE BANK BUSINESS ONLINE BANKING SERVICES OR THE RESULTS THAT MAY BE OBTAINED FROM USING THE BANK BUSINESS ONLINE BANKING SERVICES. BANK SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF NON-INFRINGEMENT, SUCH AS, BUT NOT LIMITED TO, INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS OF OTHERS. |
| 3.3.3 |
NEITHER BANK, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE USE, OR ATTEMPTED USE, OF THE BANK BUSINESS ONLINE BANKING SERVICE, OR ITS CONTENT, INCLUDING, WITHOUT LIMITATION, LOSSES RELATED TO: YOUR USE, OR INABILITY TO USE, THE BANK BUSINESS ONLINE BANKING SERVICE; ANY ERRORS, OMISSIONS OR DEFECTS IN ANY CONTENT; ANY INTERRUPTIONS OR DELAYS IN TRANSMISSION TO THE BANK BUSINESS ONLINE BANKING SERVICE; OR COMPUTER VIRUSES RECEIVED BY YOU AS A RESULT OF YOUR USE OF THE BANK BUSINESS ONLINE BANKING SERVICE. IN ANY EVENT, ANY LIABILITY OF BANK, ITS EMPLOYEES, AGENTS, CONTENT PROVIDERS AND LICENSORS SHALL NOT EXCEED THOSE AMOUNTS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT. |
| 3.3.4 |
Further, we will not be obligated to honor, in whole or in part, any transaction or instruction which:
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is not in accordance with any term or condition applicable to the relevant service in this Internet Banking Agreement or your Bank Account Agreement; |
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we have reason to believe a transaction may not have been authorized by you or any third person whose authorization we believe is necessary, or which involves funds subject to a hold, dispute, restriction or legal process we believe 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; |
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is not in accordance with any other requirement of our applicable policies, procedures
or practices; or |
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we have reasonable cause not to honor for your protection, or ours. |
|
3.4 Indemnification
Except to the extent of Bank's liability pursuant to the terms of this Agreement or any other agreement or notice that otherwise governs your Bank Account, you agree to indemnify and hold us, our directors, officers, employees and agents harmless from any and all loss, liability, claims, demands, judgments and expenses (including attorneys' fees) arising out of, or in any way connected with, your use or misuse of Business Online Banking. This indemnification is provided without regard to whether our claim for indemnification is due to the use of Business Online Banking by you, or your authorized representative.
3.5 Corporate, Partnership and Limited Liability Company Authorizations
You represent that each person who has access to or has been issued ACCESS ID AND PASSWORD(s) has complete authority from your organization to give instructions within the access capability associated with such ACCESS ID AND PASSWORD(s) (including general authority over the movement of your organization's funds and over accounts with Bank). You agree that Bank may rely and act upon instructions identified by such ACCESS ID AND PASSWORD(s).
3.6 Protecting your Passwords
| 3.6.1 |
You agree that we may send notices and other communications, including ACCESS ID AND PASSWORD(s), to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You further agree that Bank will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business. You agree to: 1) keep your PASSWORD(s) secure and strictly confidential, providing it only to authorized representatives on your account(s); 2) instruct each person to whom you give a PASSWORD that he or she is not to disclose it to any unauthorized person; and 3) immediately notify us and select a new PASSWORD if you believe a PASSWORD may have become known to an unauthorized person. |
| 3.6.2 |
WE WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED PAYMENT OR TRANSFER MADE USING YOUR PASSWORDS THAT OCCURS BEFORE YOU HAVE NOTIFIED US OF POSSIBLE UNAUTHORIZED USE AND WE HAVE HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE. We may suspend or cancel your PASSWORDS even without receiving such notice from you, if we suspect a PASSWORD is being used in an unauthorized or fraudulent manner. |
3.7 Acknowledgment of Commercially Reasonable Security Procedures
By using Business Online Banking, you acknowledge and agree that this Agreement sets forth security procedures for electronic banking transactions that are commercially reasonable. You agree to be bound by instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use as described above (and we had a reasonable opportunity to act on such notice).
3.8 Limitation of Bank's Liability
| 3.8.1 |
If we fail or delay in making payment or transfer pursuant to your instructions, or if we make a payment or transfer in an erroneous amount which is less than the amount per your instructions, unless otherwise required by law, our liability shall be limited to interest on the amount which we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the payment or transfer, but in no event, will we be liable to both parties, and our payment to either party will fully discharge any obligation to the other. If we make a payment or transfer in an erroneous amount, which exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law, our liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the payment or transfer to the date of the refund, but in no event to exceed 60 days´ interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered for each day interest is due, computed on the basis of a 360-day year. |
| 3.8.2 |
UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS' FEES, EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. |
4. GENERAL PROVISIONS
4.1 Termination
In addition to the reasons for termination stated in the Agreement, Bank may terminate this Agreement at any time without notice upon the occurrence of any of the following events: your
violation or breach of or default in the performance or observance of any term, agreement, representation or warranty contained herein; your default in the payment of any sum you owe to Bank; misrepresentation given or made to Bank in connection herewith; the seizure, attachment, garnishment or encumbrance by court order or legal process of any portion of your deposit accounts, assets or properties; your business failure, insolvency or bankruptcy; or your default under any other agreement between Bank and you or under any note evidencing indebtedness you owe Bank. Bank may terminate this Agreement without cause upon giving you thirty (30) days prior notice of our intention to terminate.
4.2 Assignment
We may assign our rights and delegate our duties under this Agreement to a company affiliated with us or to any other party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.
4.3 Notices
UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, IN THE EVENT THAT
WE ARE REQUIRED TO PROVIDE A NOTICE OR OTHER COMMUNICATION TO YOU IN
WRITING, THAT NOTICE OR OTHER COMMUNICATION MAY BE SENT TO YOU
ELECTRONICALLY TO YOUR INTERNET ADDRESS AS REFLECTED IN OUR THEN CURRENT RECORDS.
4.4 Disclosure of Information
The circumstances under which we will disclose information about you or your Bank accounts have been separately disclosed to you in our Privacy Policy and in other disclosures that have been provided directly to you at the time of account opening. Our Privacy Policy may change from time to time and is available on our website and at our branch offices.
4.5 Authorization to Obtain Information
You agree from time to time, upon Bank's request therefore, to provide Bank with current financial statements showing your financial condition, assets, liabilities and stockholder's equity and your current income and surplus and such other information regarding your financial condition as Bank may reasonably request. You further agree that Bank is authorized to make all inquires it deems necessary, including, but not limited to, obtaining a personal credit report on your owner/principal, in order to assist in determining your creditworthiness.
4.6 Area of Service
Business Online Banking services are available through Bank. Banking services are generally available only to businesses located in Maryland and are solely offered to businesses registered to do business in the United States of America.
4.7 Arbitration
Any controversy, claim or dispute between you and Bank arising out of or related to this Agreement on your Account, including any claim that this Agreement or any part of this Agreement, including this agreement to arbitrate, is invalid, illegal, unenforceable or otherwise void or voidable, shall be resolved by final and binding arbitration in accordance with the Arbitration Rules for Commercial Financial Disputes of the American Arbitration Association. Venue for any such arbitration proceeding shall be in Howard County, Maryland. The arbitrators shall apply the substantive law of the State of Maryland, and the award rendered by the arbitrators shall be final and judgment may be entered upon it in any court having jurisdiction thereof. This Agreement to arbitrate shall be governed by and specifically enforceable under the Maryland Uniform Arbitration Act. The terms "you" and "Bank" as used in this paragraph shall include their respective parents, subsidiaries, affiliates, licensees, predecessors, successors, assigns, officers, directors, employees and agents or any and all of them. You expressly agree to waive a jury trial in the event of any controversy, claim or dispute between you and Bank arising out of or related to this Agreement or your Account.
4.8 Legal Process
If we are served with any notice of lien, attachment, levy, garnishment or other legal process relating to you or your Bank Account, we are authorized without notice to you or any joint
Account Holder, except where required by law, to withhold the withdrawal or payment of so much of the funds in your Bank Account that may be the subject of such notice or legal process. We may disburse such amount out of your Account to a court or to such persons as applicable state or federal law either requires or permits because of such powers. We have no liability to you for such withholding or disbursements or for refusal by us to permit withdrawals or payment against your Account because of a court order or other legal process including the return by us of items presented against your Account as unpaid that otherwise would be paid. Any lien, attachment, levy, or garnishment against your Account is subject to our right of set-off as provided in the Agreement unless prohibited by law. You agree to pay our costs and expenses for complying with such legal process, including legal costs and attorneys' fees, costs of research and copying and administrative fees.
4.9 Governing Law
This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Maryland, which govern and are applicable to your Bank Account.
5. BUSINESS ONLINE BANKING ACH PROVISIONS
5.1 What the ACH Provisions Cover
These ACH provisions in the Internet Banking Agreement between you and Bank govern your ability to initiate Credit and Debit Entries pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association ("NACHA") through us to accounts maintained at Bank, in other banks and financial institutions through the Automated Clearing House (the "ACH") and our willingness to act as an Originating Depository Financial Institution with respect to such Entries.
5.2 Accepting the ACH Provisions
YOU UNDERSTAND THAT BY USING ACH YOU HAVE AGREED TO THE TERMS AND CONDITIONS OF THESE ACH PROVISIONS. YOU AGREE TO USE ACH SOLELY AS PROVIDED IN THESE ACH PROVISIONS.
5.3 ACH Templates
You are responsible for requesting the creation of ACH templates by Bank and to provide written notice of all changes of that information to Bank. You are unable to change a Template online after it has been created.
5.4 Operating Rules and Guidelines
Bank may, but shall not be obligated to, accept and execute transfer instructions delivered by you or your service bureau in a mutually agreeable format through the ACH. Bank shall execute such instructions in accordance with the operating rules (the "Rules") of NACHA and the Mid-Atlantic Clearing House Association ("MACHA"), the terms of this Agreement and Bank's procedures, including its security procedures. Entries shall be delivered to Bank by you in the format and according to Origination of Entries in Subsection 5.6 established by Bank that may change from time to time. You agree to provide Bank with such test files, information, pre-notification files and actual payment files for processing as required under the Rules, applicable law and Bank's procedures. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Rules. The term "Entries" shall have the meaning provided in the Rules and also shall mean and include any and all data received from you hereunder which Bank uses to prepare Entries.
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