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Business Online Banking Agreement

ONLINE BANKING AGREEMENT AND DISCLOSURE

This Business Online Banking Agreement (“Agreement”) sets forth the terms of the Business Online Banking services (“Services”) that Spencer Savings Bank SLA (“us,” “we,” “our,” or “Bank”) will make available to [Customer] (“you” or “your”). By applying for any Services, you agree to be bound by the terms of this Agreement (“Terms”). Your use of any Service will be additional evidence of your agreement to these Terms.

  1. Services We will notify you when the Services you request will become available to you. If you request additional Services in the future, they will also be governed by this Agreement, unless we advise you otherwise.
  2. Equipment 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 MERCHANTABILITY, WITH RESPECT TO THE SERVICES, OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE MADE AVAILABLE TO YOU. You agree to notify us promptly if any equipment we provide to you becomes defective. Our sole responsibility (if any) in such instances will be to repair or replace the defective equipment.
  3. Accounts Your application may list certain of your Bank accounts that you wish to access with the Services. If your application includes the Bank account(s) of your parent company, subsidiaries or affiliates (each an “Affiliate”), you warrant that such Affiliate has authorized you to access its Bank account(s) through the Services in the same manner as your own accounts. You agree to provide us with such Affiliate’s 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 Bank accounts for specific purposes in connection with some of the Services. For example, if you link more than one of your Bank checking accounts to our wire funds transfer or ACH services, you will need to specify the Bank account from which transfers should be made.

    You may appoint an individual (an “Administrator”) with the authority to determine who will be authorized to use the Services on your behalf. Your Administrator can establish separate security codes for you and each user, as well as limits on each user’s authority to access information and conduct transactions. You assume sole responsibility for the actions of your Administrator, the authority he or she gives others to act on your behalf, and the actions of the persons designated by the Administrator to use the Services.

    You or your Administrator will need to designate which accounts will be utilized for Service payments and transfers. If your 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 security code(s) designated by you or your Administrator for that account and the Service in question. 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 or more signatures on checks. As long as an instruction is accompanied by the designated security codes, the transaction will be deemed authorized by you.

  4. Fees You agree to pay us the fees we establish for each of the Services. See our Fee Schedule, which is incorporated herein by reference, for details. We may send a bill to you for the fees (which must be paid within 10 days of the invoice or statement date) or charge them directly to your Bank accounts. If you fail to pay any amount owing to us under this Agreement, it will bear interest at the rate of 12% per year until paid. Special or additional Services performed at your request will be subject to such additional terms and fees as you and we may agree. If your Bank accounts are analyzed, you may be able to use your available earnings credit to offset certain Service charges. If your analyzed Bank accounts contain funds belonging to third party(ies), you represent that your use of any related earnings credit is not limited by law, regulation or agreement with such third party(ies).In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Services, this Agreement, and/or the software or equipment made available to you (excluding any income tax payable by us). You also are responsible for the costs of any communication lines and any data processing charges payable to third parties.
  5. Access to Account Data Some of the Services provide you with balance and other account information. Since certain information and transactions are not processed by us 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 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 can contact us at your branch of account for loan and deposit information.
  6. Information Processing and Reporting We offer a number of Services that requires us to receive, process and report information involving your accounts and transactions. We will not be responsible for determining the accuracy, timeliness 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.
    1. Information You Provide to Us You assume the sole responsibility for providing us with complete and accurate information in the form and format that we require (e.g., in connection with wire funds and ACH transfers). We are not responsible for confirming such information, or for monitoring or refusing to process duplicate instructions by you or your agents. For example, if you give us a wire funds transfer 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.
    2. Your Instructions You must accurately describe transaction beneficiaries, intermediary financial institutions, and the beneficiary’s financial institution in transfer and payment instructions. If you describe any beneficiary or institution inconsistently by name and number, we and other institutions may process the transaction solely on the basis of the number, even if the number identifies a person or entity different from the named beneficiary or institution.
    3. Your Review 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, telecommunication failures, or a breakdown in an electronic data interchange). As such, you agree to review and verify all results and to maintain adequate controls for ensuring 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. 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.
  7. 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.
  8. User Guides and Security ProceduresWe may provide you with User ID and/or passwords (collectively, a “Security Code”) to access the Services. We may also provide you with operating procedures and user guides (“User Guides”) in connection with certain Services. You agree to: (a) comply with the User Guides and procedures that we provide to you; (b) take reasonable steps to safeguard the confidentiality and security of the Security Code, the User Guide, and any other proprietary property or information we provide to you in connection with the Services; (c) closely and regularly monitor the activities of employees who access the Services; and (d) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. 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 passwords you assign to your employees on a regular basis, but no less frequently than every 90 days. You agree to change your temporary passwords promptly after you are given access to the Services for the first time and whenever anyone who has had access to your Security Code is no longer employed by you or authorized by you to use the Services. We may require you to change your Security Code at any time. We may deny access to the Services without prior notice if we our 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 make a transfer or payment with a Service, you warrant that our security procedures are commercially reasonable (based on the normal size, type, and frequency of your transactions). Some of our Services allow you or your 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 includes your Security Codes or is otherwise processed by us in accordance with our security procedures.

  9. Wire Funds Transfer Service If you are approved for our Wire Funds Transfer Service and have executed a Wire Funds Transfer Service Rider, you can provide us with electronic instructions to transfer funds to third parties. You will receive a message that confirms our receipt of your wire instructions.
  10. Automated Clearing House (“ACH”) Service If you are approved for the our ACH Service and have executed an Automated Clearing House Service Rider, you agree to comply with and be bound by the Operating Rules of the National Automated Clearing House Association (“NACHA”), as amended from time to time (collectively, the “Rules”). You can obtain a copy of the Rules by contacting Electronic Payment Network (www.epaynetwork.com). We agree to inform you of revisions to the Rules of which we have knowledge.
  11. Book Transfer Service Transfers between your Bank deposit accounts are subject to the terms of your deposit agreement. You may instruct our electronic system to make transfers between your Bank accounts at any time on any day.
  12. Online Bill Payment Service The Online Bill Payment Service allows you to obtain information about your Bank accounts and transactions, communicate with us electronically, and make payments to others.
    1. Bill Payments You may make payments to others from one or more of your designated Bank checking accounts. If you link more than one Bank checking account to the Services, you must specify which Bank account you wish to use in making payments.
    2. Eligible Payees We reserve the right to determine who may be a payee of online payments. You may not use the Service to pay taxes. Unless we advise you otherwise, payments may be made only to payees located in the United States.
    3. Initiating Payments To initiate a payment, you must specify the person or business you are paying, the date for processing your payment, the amount to be paid, and (if you have one) your account number with the payee. The first time you request a payment to be made to a payee, you must also specify the payee’s address and the number of the Bank account from which the payment is to be made. We may modify 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.
    4. 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, we will make the payments without 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 business day.
    5. Charging Your Account When you transmit a payment request, you authorize us to charge your designated Bank account on the date we process the payment (e.g., the day we initiate payment by an ACH entry or pay a check). We may treat online checks with the same effect as if you had signed them. You may not stop the payment of an online check once the transaction has been posted to your Bank account.
    6. Scheduling Bill Payments Our online system will ask you to specify a “Scheduled Payment Date” for each payment. Since we cannot initiate a payment by check or ACH transfer earlier than the business day following our receipt of your instruction, you may select a business day at least 4 days after the current business day as the Scheduled Payment Date. You should enter and transmit your payment instructions to us 5 to 10 business days before your payment is due (without regard to any grace period). The first time you initiate a bill payment for a specific payee, you must provide us with the necessary payment information and instruction 10 business days in advance of the date you want us to initiate payment. Although we may be able to pay certain payees electronically within three business days of the Scheduled Payment Date, it may take longer for payments sent by mail, depending on the location of the payee and the speed of the mail. It is your responsibility to request that payments be made in such a manner that they will be received in time. You are solely responsible for any damages, such as late charges, that may be imposed as a result of your failure to identify the correct Scheduled Payment Date and transmit your payment instructions to us in a timely manner. To ensure that critical or time-sensitive payments are received on time, you should consider establishing Scheduled Payment Dates (especially for payees that will receive payments by mail) well in advance of the payment due date.
    7. Canceling Bill Payments If you make a mistake or decide to cancel a payment order you have entered in our system, you can cancel it on the same day by sending us a cancellation request prior to our then-current cutoff hour for such requests.
  13. Account Reconciliation Service If you are approved for this Service, and you provide us with a list of the serial numbers and the exact amount (dollars and cents) of the checks you issue, we will compare the list with the information that is encoded on items presented to us for payment against your designated Bank account.
    1. Checks Covered by Service This Service applies to checks that are presented for payment to us through normal interbank clearings. It is not designed to compare your list of issued checks against items that are presented in any other manner (e.g., at a teller window, through an automated teller machine, or by mail). At our sole discretion, we may attempt to compare your list with such items; we will not be liable for our failure or refusal to do so, however, even if we have done so on previous occasions.
    2. Suspect and Exception Item Reporting Upon request, we can provide you with a daily report, detailing suspect and exception items, and enabling you to review and return items on a check-by-check basis. We make no representation or warranty regarding the effectiveness of this report, and make the report available only as an accommodation to you.
    3. Security You agree to implement reasonable security procedures to ensure that only your authorized employees have the ability to transmit check information to us for purposes of this Service.
  14. Positive Pay Service Account Reconciliation Service customers who participate in our Positive Pay Service can instruct us not to pay certain items presented against their accounts. If our Account Reconciliation reports of checks presented against your account matches the information you provide to us regarding the checks you have issued, you agree that we may treat the matching items as validly issued and properly payable, and that we may process such items for payment. If the information does not match, we will reject and return the non-matching items (unless you and we agree on another procedure).
    1. Exceptions We assume no duty to identify and/or return duplicate checks, checks with duplicate serial numbers, misencoded items, or checks lacking an encoded serial number. The Service does not apply to items that have been finally paid before the effective date of any listing or items that are not processed as part of the Account Reconciliation Service.
    2. Reliance on MICR Encoding We will not be obligated to verify signatures on any checks that match the information you provide. You understand and agree that we may compare your information on approved checks with information that is encoded on the items presented to us for payment. We will not be required to physically examine matching checks to confirm that they are properly signed, completed and encoded. You agree that we may rely on such a process and that the process will be deemed an acceptable standard of care for this Service and your Bank account. You understand that the Service may not identify counterfeit or duplicate checks. As such, you agree to review promptly all statements, returned checks, reports and other check and transaction information we make available to you.
    3. Stale-Dated Checks We may pay stale-dated checks unless you place a stop payment order on such items or remove them from your list of checks approved for payment.
  15. Stop Payment ServiceYou may stop payment on a check by providing us with timely, complete and accurate information on: the number of the accounts 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. Requests become effective when we confirm their receipt and have verified that the item has not been paid. From time to time, the online system may be inoperable. If that occurs, your request can be communicated to us by telephone or in writing.
  16. Amending/Canceling a Transaction Unless this Agreement or your User Guide provides otherwise, you do not have a right to cancel or amend a payment or transfer instruction (e.g., an ACH payment) once we have received it. If we attempt to reverse a transaction at your request, we assume no liability for any interest or losses that result if the reversal is not effected. Requests to cancel a transaction must state the exact amount (dollars and cents) of the transaction you wish to stop. You are solely responsible for providing notice to the receiver/beneficiary that a reversal is being transmitted, and the reason for the reversal, no later than the settlement date of the reversing entry. Without limiting the generality of Paragraph 24 (Indemnification) hereunder, 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.
  17. Our Rejection of Transactions We may refuse any transfer or payment instruction without cause or prior notice.
  18. Notice of Returned Payments or Transfers We may notify you electronically, in writing, by telephone, or otherwise if any funds transfer is rejected or returned (e.g., by the ACH) 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 your instruction.
  19. Unauthorized Transactions We may process any payment or transfer instruction (including an amendment or cancellation instruction) that we believe is transmitted or authorized by you if we act in compliance with the security procedures that you and we have agreed upon for the Service. The instructions will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such transactions, even though they are not transmitted or authorized by you.We may elect to verify the authenticity or content of any instruction, as an alternative security procedure, by placing a call to any authorized signer on your Bank account or any other person designated by you for that purpose. If we are unable to verify an instruction to our satisfaction, we may reject the instruction.
  20. Transaction Limits and Safeguards You agree not to exceed the Service transaction limits we establish from time to time for your Bank account (e.g., in connection with ACH transactions). You agree that you will not allow anyone to initiate transfer or payment instructions on your behalf without proper supervision and adequate safeguards, and that you will review pending payment and transfer instructions prior to their submission to us to ensure that they are complete, accurate and properly authorized.
  21. Electronic Mail/Internet 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. As such, WE RECOMMEND THAT YOU NOT SEND ACCOUNT DATA OR OTHER SENSITIVE INFORMATION TO US BY E-MAIL.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 web site, or (c) the services, products or information made available over the Internet by others whose web sites may be accessed, directly or indirectly, as a result of our Services. 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 of, your computer system.

    You agree that: (a) Internet services are provided to you on an “as is” basis, without warranties of any kind; (b) we, 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; (c) you will comply with all laws applicable to your Internet activities; (d) you will not transmit any information that is defamatory or abusive, or that may give rise to civil liability; (e) we may monitor your e-mail and Internet communications with our employees; and (f) our Internet Service will be subject to the additional qualifications and operating rules, if any, set forth on our web site.

  22. Cutoff Hours A number of our Services are subject to processing cutoff hours (all hours are Eastern Time): 11:00 a.m. for Account Reconciliation exception item reporting; 12:00 noon for ACH transaction entries; 3:00 p.m. for wire funds transfer orders; and 6:00 p.m. for stop payment orders and internal book transfers. Instructions received after the cutoff hour or on a non-business day may be deemed received as of the next business day. Our business days are Monday through Friday, excluding holidays. Services may occasionally be unavailable due to needed maintenance or system/network interruptions.
  23. Limitation of Liability Except as otherwise provided 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 shall not be liable for any delay, cost or liability that arises, directly or indirectly, in whole or in part, from or in connection with (a) your actions or omissions, or those of third parties that are not within our immediate and reasonable control, including without limitation, you, any Federal Reserve Bank or transmission or communication facility, any receiving party, or receiving bank, and no such person or entity shall be deemed our agent; (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) any causes beyond our control, including, without limitation, accidents, interruptions in transfer facilities, legal constraints, strikes or other labor disturbances, power failures, equipment malfunctions, suspensions of payments by another bank, refusals or delays by another bank to accept the funds transfer, acts of God, acts of the public enemy, wars, insurrections, riots, fires, storms, floods (including from fire suppression systems), explosions, earthquakes or emergency conditions; (f) the application of any government or funds-transfer system rule, guideline, policy or regulation; (g) the lack of available funds in your account to complete a transaction; (h) our inability to confirm to our satisfaction the authority of any person to act on your behalf; or (i) 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.IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF ANY KIND THAT YOU MAY INCUR OR SUFFER BY REASON OF THIS AGREEMENT OR ASSIGNMENT OF THE SERVICES PROVIDED FOR IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE RESULTING FROM SUBSEQUENT, WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT, WHETHER OR NOT WE KNEW OF THE LIKELIHOOD OF SUCH LOSSES OR DAMAGES. OUR LIABILITY AND YOUR REMEDY FOR ACTUAL COSTS AND LOSSES RESULTING FROM OUR ACTIONS AND/OR OMISSIONS, WHETHER THE CLAIM IS IN CONTRACT OR TORT, WILL NOT EXCEED SIX TIMES THE AVERAGE MONTHLY CHARGE FOR THE SERVICE(S) IN QUESTION FOR THE THREE MONTHS IMMEDIATELY PRECEDING THE COST OR LOSS.

    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 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 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.

  24. Indemnification Except where we have been grossly negligent or have engaged in willful misconduct, you agree to indemnify, defend and hold us, our affiliates, and our respective directors, officers, employees and agents, harmless from and against any claims, actions, proceedings, losses, liabilities, damage, and costs (including, without limitation, attorney’s fees and expenses) of any kind that result 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 (b) the actions or omissions of you, your agents or employees. Additionally, and without limiting the generality of the foregoing, you shall indemnify us for all costs and expenses, including attorneys’ fees and expenses, that we incur in connection with our successful defense(s) against your claim(s) that we were grossly negligent or engaged in willful misconduct.
  25. Arbitration At your or our request, any claim or controversy that arises out of or relates to this Agreement or the Services will be submitted to arbitration in accordance with the terms of your deposit agreement with us.
  26. Statements and Notices Information on transfers to or from your Bank accounts will be reflected on your periodic statements and will be available to you online. We are not required to provide you with any other notice of the receipt, transmittal or debiting of wire funds transfers, ACH entries or bill payments.You agree to notify us immediately if you discover: (a) any error or discrepancy between your records and the information we provide to you about your Bank accounts or transactions (e.g., in a statement, confirmation, or electronic report); (b) unauthorized transactions involving any Bank account; (c) a breach in the confidentiality of the Security Codes 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 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 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) that result from your failure to give us such notice or that 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 that results from your failure to give us such notice or which might have been prevented by your giving us such notice.

    All notices to us shall be delivered or addressed to us at Spencer Savings Bank, SLA, River Drive Center 3, 611 River Drive, Elmwood Park, New Jersey, 07407. All notices to you shall be mailed or sent to you electronically at the statement, email, or mailing address shown for you in our deposit or Service records.

  27. 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 10 business days following receipt by us of the deposit, file, entry, transmission, or other order affecting an account.
  28. Termination You or we may terminate this Agreement as to some or all of the Services, with or without cause, by giving 30 days prior notice to the other party. We may suspend or terminate your Services or this Agreement immediately and without prior notice if (a) you breach any agreement with us; (b) the confidentiality of your Security Code is compromised; (c) we have reason to believe that an unauthorized transaction has taken or may take place involving any of your Bank 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 Bank accounts or the Services. The termination of this Agreement will not affect the rights or obligations of the parties that arose prior to termination.
  29. Miscellaneous Terms
    1. Agents You will not allow others to provide instructions to us (e.g., wire funds transfer orders or ACH entries) on your behalf without our prior written consent. You will be solely responsible for the acts and omissions of such agents.
    2. Amendments We may amend any of the terms and conditions of this Agreement and the User Guides by providing you with prior notice. Notwithstanding the foregoing, we may amend (1) our security procedures without prior notice if immediate changes are required for security reasons or the changes do not have a material affect on your use of the Services, and (2) our Fee Schedule from time to time, with certain fees being subject to change without prior notice. Any amended Fee Schedule shall be deemed to be accepted by you and incorporated herein by reference.
    3. Applicable Law This Agreement and the rights, duties, obligations and liabilities hereunder shall be construed and interpreted in accordance with the substantive laws of the State of New Jersey, without reference to its conflict of law provisions.
    4. Venue/Jurisdiction Any action or proceeding to enforce this Agreement shall be brought in the federal or state courts located in the State of New Jersey. You agree that such courts are convenient forums and irrevocably submit to the personal jurisdiction of such courts. You hereby waive personal service of process and agree that any initial service of process upon you may be made by certified or registered mail, return receipt requested, directed to you at your address in our records.
    5. Riders to this Agreement If you execute a rider in connection with this Agreement, the provisions of each such rider shall be incorporated into and shall amend and supplement the provisions of this Agreement as if such rider was a part of this Agreement.
    6. Compliance with Laws You agree to comply with all applicable laws and regulations when using the Services. You agree not to initiate any wire funds transfer, ACH entry or payment that would violate the economic sanction programs administered and enforced by the U.S. Treasury’s Office of Foreign Assets Control.
    7. Entire Agreement This Agreement, including any schedules, attachments and riders hereto, supplements (and supersedes where inconsistent) the terms of your deposit agreement with us. Together, they constitute the entire agreement between you and us with respect to the Services.
    8. Financial Review You agree to provide us with a financial statement or information on your financial condition upon our request.
    9. Monitoring and Recording of Communications You authorize us on behalf of yourself, your employees and your agents, to monitor and electronically record, at our discretion, all telephone and electronic communications between us and any person acting on your behalf and to keep those recordings as long as we consider necessary. You agree that such monitoring and recording may be done without further notice to you or any party to the communication. You assume the duty of obtaining the required consents for these recordings from your employees and agents.
    10. 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.
    11. Parties Bound The terms and conditions of this Agreement shall be binding upon us, you, and each of our respective successors, heirs and assigns.
    12. No Third Party Beneficiaries This Agreement is made for the exclusive benefit of you and us. No third party has any rights under this Agreement.
    13. No Third Party Use 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.
    14. Overdrafts When you transmit a transfer or payment request to us, you authorize us to charge your Bank account for the amount indicated. If your Bank account does not have sufficient available funds, we may reject the transaction. Our allowance of any overdraft will not obligate us to honor future overdrafts at a later time, and we may refuse to do so without cause or prior notice. We may charge a fee for each payment or transfer request presented against insufficient available funds.
    15. Security Interest You grant us a security interest in your Bank accounts to secure the repayment of any overdraft or other obligation that you incur under this Agreement.
    16. Validity If any provision of this Agreement is found to be void or invalid, the remainder of this Agreement will remain in full force and effect.
    17. Waivers We or you may waive or delay exercising each of our respective rights without losing them. Any waiver by us must be in writing to be effective. Any full or partial waiver of one right by either party shall not constitute a waiver of that same right or of other rights at another time.