| Business NetTeller Agreement | | Print | |
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1. General. The Internet based cash management services to be provided by Bank to Customer permit Customer to obtain certain account information reporting, electronic funds transfer services, and other account maintenance functions. These services shall collectively be known as The Phenix-Girard Bank NetTeller (“NetTeller”) services. NeTeller is provided by Bank for access and use by Customer. 2. Access to NetTeller. To register for NetTeller, Customer must complete an application. If the application is approved, Bank will provide Customer with instructions for accessing NetTeller. Generally, Customer will be authorized to access NetTeller within two business days after Bank receives Customer’s application. Customer' access to NetTeller will be determined in the Bank's sole discretion. Subject to applicable U.S. law, and at the Bank's sole discretion, the Bank reserves the right to modify, suspend, or terminate access to NetTeller at any time without notice or refund of previously incurred fees. Customer authorizes the Bank directly or through an agent, to obtain Customer's credit report in connection with Customer's application and, in the Bank's sole discretion, at a later date, in connection with Customer's use of NetTeller. The Bank may limit Customer's access to NetTeller or the dollar amount of Customer's transfers and payments based on Customer's credit report and Account history. 3. Equipment Requirements. In order to access NetTeller, Customer must have Internet access and an Internet browser that is capable of accessing the Bank’s web site. Customer agrees that Customer is responsible for access to the web site through Customer’s Internet access provider and through use of a browser and other equipment. The installation, maintenance and operation of Customer's equipment, including, but not limited to, Customer's Internet access through Customer's Internet access provider is Customer's responsibility. The Bank is not responsible for any errors or failures from any malfunction of Customer's equipment or software, and the Bank is not responsible for any computer virus or related problems that may be associated with the use of NetTeller. Bank is not responsible for any failure or loss caused if any of Customer's software or hardware is not compatible with the Bank's system. Customer agrees to run and maintain up-to-date anti-virus, spy-ware software. 4. Term. This Agreement is effective from the date the NetTeller services are made available to Customer and shall remain in force until termination. The Agreement shall be terminated, (1) upon written notice by either party to the other, provided the Bank shall be given a reasonable time, which shall not be less than 2 business days, to act on such notice, (2) upon termination of the relationship between the parties, or (3) if the Customer fails to comply with the terms and conditions of this Agreement. 5. Disclaimer of Warranty. No warranties with respect to NetTeller are made by Bank nor does Bank warrant that NetTeller will meet specific requirements of Customer. BANK MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF NetTeller. BANK DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Customer assumes the entire risks as to the quality and performance of NetTeller. 6. Limitation of Liability. a) In no event shall Bank be liable to Customer for any damages, including lost profits, lost savings or other direct, indirect, incidental, special or consequential damages arising out of the use or inability to use NetTeller, or for any claim by another party. If a transaction which the Customer has properly processed through NetTeller, in accordance with the on-line help instructions or other instructions provided (i) is not completed, or (ii) is completed for an incorrect amount, or (iii) is directed to a person or entity which does not comply with Customer's instructions, and such error occurred through the Bank's negligence or willful misconduct, the Bank will be responsible for returning any improperly transferred funds to Customer's account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. THE RECREDITING OF CUSTOMER'S ACCOUNT AND THE REDIRECTING OF PAYMENTS AND TRANSFERS SHALL CONSTITUTE THE BANK'S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS. b) The Customer shall be solely responsible for protecting against unauthorized access to NetTeller through the use of physical security, Access Codes, as defined in Section 7 below and other security procedures, as described in Section 7 below. Bank will be held harmless for processing any request sent through NetTeller by any person using Access Codes that have been assigned to Customer or any of Customer's Authorized Representatives. c) Customer may elect access to transactions features, which include Automated Clearing House ("ACH") transfers (including payments through the Electronic Federal Tax Payment Systems ("EFTPS")), transfers between Customer's designated accounts at the Bank ("Internal Transfers"), and any additional services offered through NetTeller. Such transactions and additional services are collectively referred to herein as "Transactions." Bank will only accept Transaction requests upon proper execution of security procedures that are entirely within Customer's control. d) Bank may consider Transaction requests sent through NetTeller by any person using Access Codes that have been assigned to Customer, or any of Customers Authorized Representatives (as defined in Section 7 below), as having been authorized by Customer. Bank may also consider that any of Customer's account information that is accessed through NetTeller has been accessed with Customer's authorization. Bank shall be held harmless for executing any transfer or making available any of Customer's Account information pursuant to instructions received through NetTeller. e) Customer understands that by using NetTeller, information about Customer's accounts and transactions will be transmitted over the Internet. Customer agrees that the Bank will have no liability to Customer if an unauthorized third party obtains information about Customer's accounts or transactions despite reasonable precautions the Bank has taken to maintain the confidentiality of such information. 7. Security Procedure. a) The Customer and the Bank shall comply with the security procedure described herein with respect to Customer's access to NetTeller to access account information or to provide instructions and payment orders for Transactions. b) The Security Procedure will be the transmission of instructions to the Bank through NetTeller using an NetTeller ID and password to access NetTeller for the purpose of obtaining account information and sending Transaction payment orders and instructions. If more than one individual will be authorized to access NetTeller on behalf of Customer, Customer agrees that the security procedure will also involve the use of a Cash Management ID and Cash Management password by each Authorized Representative. The NetTeller ID and Password and the Cash Management ID and password are collectively referred to herein as "Access Codes". c) The Customer agrees to identify to the Bank an Authorized Representative who will serve as administrator of NetTeller (the “Administrator”). The Bank will provide the Administrator with the Customer's NetTeller ID and password which allows the Customer, Administrator and all Authorized Representatives initial access to NetTeller. The Bank will assign a Cash Management ID and temporary password to the Administrator. The Administrator will access NetTeller and select a Cash Management ID and a temporary Cash Management password for any additional administrators and for each Authorized Representative in accordance with the NetTeller instructions. As soon as possible after the assignment of the Cash Management ID and temporary password, the Administrator, any additional administrators, and each Authorized Representative will access NetTeller to select a unique password. The Administrator shall be responsible for resetting Cash Management IDs and passwords if an Authorized Representative loses his or her password. d) The Customer acknowledges that safeguarding of the Access Codes is entirely within its control. The Customer shall prevent any disclosure of these Security Procedures or applicable Access Codes except to Authorized Representatives who have a need to know the information to effect transactions through NetTeller on behalf of Customer (a "need-to-know" basis). Customer agrees to instruct all Administrators and Authorized Representatives to maintain such confidentiality. In the event a Transaction payment order or instruction is delivered to the Bank through NetTeller by any person using any of the Access Codes that have been assigned to Customer, Customer's Administrator or any of Customer's additional administrators or Authorized Representatives, the Bank shall be fully protected in acting in reliance on such payment order or instruction. If Customer's account records are accessed by any person through NetTeller using such Access Codes, Bank may consider such access to have been authorized by Customer. The Customer expressly agrees to be bound by any instruction or payment order, whether or not authorized, issued to the Bank through NetTeller. e) The Customer shall take all steps within its control to keep these security procedures confidential and effective and to prevent unauthorized transactions or errors. The Customer or the Administrator will notify the Bank immediately if the security or confidentiality of the procedures is breached or compromised in any way, and the Administrator shall immediately change the Access Codes to restore security. The Customer agrees to immediately notify the Bank of a change to the appointed Administrator. Such notice may be oral, but must be confirmed by written notice within three (3) business days. f) The security of these procedures depends upon vigilant and careful practices by the Customer and the Bank. The Customer agrees to keep such vigilant and careful practices to follow the security procedures in exact detail, and to notify the Bank if the Customer has any reason to question the efficacy of the procedures. The Customer will take all steps necessary so that this security procedure is likely to be successful under the circumstances of Customer's business and its day-to-day methods of transacting business. g) If a Transaction instruction or payment order received by the Bank was transmitted or authorized by the Customer, the Customer shall be obligated to pay the amount of the Transaction as provided herein, whether or not the Bank complied with the security procedures with respect to that instruction and whether or not that instruction was erroneous in any respect or that error would have been detected if the Bank had complied with such procedure. h) The Bank has adopted such security procedure only for the purposes of verifying instructions and payment orders (or communications seeking to amend or cancel instructions) as those of the Customer and not for detecting errors in the content of the instructions. i) No bank can ever guarantee that a certain security procedure will be effective. j) The Customer agrees that such security procedure is commercially reasonable under the factual circumstances of the Customer's business. The Customer will notify the Bank if, at any time, the Customer becomes aware of facts which suggest that the security procedure no longer seems adequate. 8. Fees. Fees payable by Customer for access to NetTeller shall be at a rate specified by the Bank. Bank may change fees upon notice to Customer. In addition to said fees the Customer agrees to pay all sales, use or other taxes, applicable to the services provided hereunder, excluding, however, taxes based upon the Bank's net income. 9. Additional Services. In addition to account information reporting, the Customer may request access to certain additional Transaction services as described below. If the Customer requests the ability to use the additional services described, such services are subject to the terms of this Agreement. The following conditions shall also apply: a) ACH Transfers. If the Customer requests the ability to use the ACH transfer services, a separate ACH Agreement between the Customer and Bank is required. ACH transfers must be received by Phenix-Girard Bank no later 3:00 p.m. Eastern Time 2 days prior to Customer’s requested posting date to ensure for timely posting. Customer also understands that for EFTPS transactions, prior registration with the federal government is required. b) Internal Transfers. If the Administrator has selected Internal Transfers, the Customer will be able to make transfers between accounts designated on the NetTeller application. Transfers between designated deposit accounts or to make loan payments will occur on the same day as the transfer instructions are received if the instructions are received by 2:00 p.m., Eastern Time on any business day. c) Stop Payment. Prior to Customer’s access to the stop payment service, a separate stop payment agreement is required. d) Other Services. Bank will notify Customer if other services become available and whether a separate agreement is required. All such additional services shall be subject to the terms of this Agreement. 10. Miscellaneous. a) This Agreement, together with other written agreements relating to particular services of NetTeller and applicable Bank deposit account contracts, represent the entire understanding of the parties. If any portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect. b) This Agreement is governed by the laws of the State of Alabama. It may not be amended or modified except by a written instrument signed by both the Customer and Bank. c) Bank shall not be responsible for liability, loss or damage of any kind resulting from any delay in performance of or failure to perform its responsibilities hereunder due to causes beyond Bank's reasonable control. |