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FIRST PRIVATE BANK & TRUST
CONSUMER ONLINE BANKING AGREEMENT AND DISCLOSURE 

First  Private Bank & Trust Consumer Online Banking Agreement  and Disclosure

This is the First Private Bank & Trust Consumer Online Banking Agreement and Disclosure (the “Agreement”) that establishes the rules which govern your electronic access to your accounts at First Private Bank & Trust and use of First Private Bank & Trust’s electronic banking services.  The Services, as the term in defined below, allow you to perform a number of banking functions through the use of personal computer and First Private Bank & Trust’s online banking system (“System”).  By using the System and/or by clicking the “Yes, I accept these terms” button below, you agree to the terms and conditions of this Agreement as it may be amended at any time and from time to time.

This Agreement is provided in electronic form. Your use of the System and/or your agreement to the E-SIGN Consent Disclosure Statement is your acceptance of the Agreement in this form.  

Please read this Agreement carefully and keep a copy for your records.

A. DEFINITIONS

As used in this Agreement, the words "we", "our", "us", "Bank" , “FPB&T” and other similar terms mean First Private Bank & Trust.  "Customer", "you”, "your" and other similar terms refer to each person who applies or otherwise enrolls for the Services via the System or to anyone else you authorize to exercise control over your funds through the System. "Account" or "accounts" means your account or accounts at Bank that are accessed through the System. "Electronic funds transfers," means transfers to or from your accounts using the System, including via Bill Payment Services. "Services" means the services provided now and in the future pursuant to this Agreement, including the Bill Payment Service. For purpose of this Agreement, our business days are Monday through Friday. Holidays are not included. All time of day references are to local time of Bank unless otherwise noted.

B. COMPUTER REQUIREMENTS

To use the System, you must have at least one checking account at Bank, access to Internet service and an e-mail address (HotBot and other intermediary e-mail addresses may not be used). Your browser must have encryption capabilities at a minimum 128-bit level.  The System is best viewed using Microsoft Internet Explorer (Versions 4.0 or higher) or Netscape Navigator (Versions 4.0 or higher).  If you use a MAC, we recommend using Mozilla Firefox 1.0 or higher.  You are responsible for the set up and maintenance of your home computer and modem.  You agree that we are not responsible for the set up and maintenance of your home computer and modem.  You agree that we are not responsible for any errors or failures from any malfunction of your computer or any virus or other computer problem related to the use of the Services.  

C. ENROLLMENT

Once you have accepted the Agreement you will be forwarded to an area where you will be asked to enter your initial temporary access ID (account number) and an initial temporary password (last 4 digits of your Social Security number) and then click on submit.  This will enroll all of the accounts that are attached to the Tax Identification Number that you enter when you enroll (if an account with the same Tax Identification Number does not appear after you enroll, then please contact your banking office for assistance).  You will then be directed to another screen where you MUST change your temporary access ID and temporary password to a permanent access ID (“Access ID”) and permanent Password (“Password”), and complete the information required for the security PassMark Feature, which is part of our Multi-Factor Authentication Security (MFA).  Bank undertakes no obligation to monitor transactions through the System to determine that they are made by you or on your behalf.  

You agree and acknowledge that your Access ID, your Password and Bank’s PassMark Feature are authentication tools or methods used by Bank to verify your identity and Bank may require you to use additional authentication tools or methods at any time and from time to time.  Such additional authentication tools or methods include, but are not limited to, secret codes shared only between Bank and you and USB token devices.  You further agree that if you do not use our additional authentication tools, if and when they become available, then your access and use of the Services or System may be limited or you may not be able to use the Services or System.

For purposes of this Agreement, Access ID, Password, PassMark Feature and any other additional authentication tool or method offered or required by Bank in order to verify your identity will be referred to, collectively and individually as the “Code” or the “Codes.”

D. ACCESS

The System may be used to access certain FPB& T accounts. Each of your accounts is also governed by the applicable account disclosure statements in the Deposit Accounts Disclosure given to you when you opened your account(s).  However, in the event there is an inconsistency between this Agreement and the applicable disclosure statements in the Deposit Accounts Disclosure, this Agreement will govern.

E. SYSTEM SERVICES

You may use the System for the following Services:

• View current and previous balance and transaction information on deposit and loan accounts
• Transfer funds between eligible FPB& T deposit accounts on a one time or recurring basis
• Pay bills
• View and print images of checks
• Place Stop Payments
• Download transaction history to your QuickBooks, Quicken, or Microsoft Money accounting software (versions 2004 or newer)
• Access to view and print previous 12 months account statements

The balance and the activity information that you obtain through the System are as of 5:00 p.m. from the previous business day and may not reflect current transactions.  Your balance may reflect deposits not yet available to you under the Bank's funds availability policy, including current day deposits.

Some of the Services may appear on your screen that have not been approved for you, and, therefore, will not be available to you.  Also, available Services may be added or cancelled at any time.  Bank will update this Agreement to notify you of the existence of new Services.  Upon your use of a new Service when it becomes available, you agree to be bound by the rules contained in this Agreement and any update thereto.

You understand that any one owner of an account may utilize the System and the Services (including account viewing, internal transfers, stop payments and bill payments) without regard to any restrictions otherwise applicable to an account.  This means, but is not limited to, that internal transfers and bill payments initiated via the System or Services are not subject to any signature withdrawal restrictions even though it may be provided otherwise on the signature card applicable to the account.

F. HOURS OF ACCESS

You can use the System seven days a week, twenty-four hours a day, although some or all Services may not be available occasionally due to emergency or scheduled System maintenance. Access may also slow due to high volume of Internet traffic. You understand that the System may be available during hours when Bank is not open for business and thus Bank execution of any transfers, bill payments or instructions may be delayed until the opening of the next business day.  Bank will not be responsible for any loss or inconveniences caused by these temporary unavailable periods.  We agree to post notice of any extended periods of non-availability on the System website when possible.

G. YOUR PASSWORD

For security purposes, you are required to change your temporary password upon your initial login to the System.  You determine what Password you will use and the identity of your password is not communicated to Bank.  You agree that Bank is authorized to act on instructions received under your Password.  You accept responsibility for the confidentiality and security of your Password and agree to change it regularly.  Some browsers allow users to save passwords; it is strongly recommended that you do NOT save your Password.

Bank requires that you create a Password that is case sensitive.  Bank requires that the Password be 8-12 digits and it must include at least one UPPERCASE alpha character and at least one numeric character.  Your Password should not be associated with any commonly known personal identification, such as social security numbers, address, day of birth or names of children, and should be memorized rather than written down.  For security purposes, consider your Password as your signature online.

Three Strikes and You Are Out!

Upon three unsuccessful attempts to enter your Password, access to the System will be blocked. To re-establish your authorization to use the System, you must contact Bank to be properly identified and have your Password reset or to obtain a new temporary password.

Additionally, if someone attempts to log into the system on a computer that you have not registered with us, the System will ask one of your Security Challenge questions. If the question is answered incorrectly, the System will ask a second question. If the second question is answered incorrectly, access to your account via the System will be blocked. You will need to contact Bank to be properly identified and re-establish access to the System.

Contact in Event of Unauthorized Transfer

If you believe your Code has been lost or stolen call:

(818) 501-1700 or write:

Attn: Internet Banking Coordinator,
First Private Bank & Trust
16000 Ventura Blvd,
Encino, CA    91436

You should also call the number or write to the address listed above if you believe a transfer has been made using the information from your check without your permission.

H. SECURITY

You understand the importance of your role in preventing misuse of your accounts through the System and you agree to promptly (not to exceed 60 days) examine your statement for each of your accounts as soon as you receive it. You agree to protect the confidentiality of your account information and account numbers. You also agree to protect the confidentiality of your personal identification information, such as your driver's license number and social security number. Checking your account frequently via the System or otherwise, even daily, helps to prevent fraud by contacting Bank immediately regarding any transactions which are unfamiliar to you.

You understand that personal identification information by itself or together with information related to your account may allow unauthorized access to your account. Your Password and Access ID are intended to provide security against unauthorized entry and access to your accounts. However, they will not protect you if this information is shared with others. Bank employees are not authorized and will not ask for your Password and you should view with suspicion anyone whom does ask for any personal identifying information.

Data transferred via the System is encrypted in an effort to provide transmission security. The System also utilizes encryption identification technology to verify that the sender and receiver of the System transmissions can be appropriately identified by each other.  This is designed to assist your computer and our computer in identifying each other and the authorized users of the System.  Notwithstanding our efforts to insure that the System is secure, you acknowledge that the Internet is inherently unsecure and that all data transfers (including fund transfers, Bill Payment and electronic mail) occur openly on the Internet.  This means that the data transfers potentially can be monitored and read by others.  We cannot and do not warrant that all data transfers utilizing the System will not be monitored or read by others.

I. FEES AND CHARGES

With the exception of stop payment requests, Bank is not currently imposing any fees for the use of the System or the Services; however, Bank reserves the right to impose such fees in the future.  You are responsible for telephone, Internet service and any other third party fees you incur in connection with your use of the System or Services.  Unless specifically stated otherwise elsewhere in this Agreement, you agree that any fees and charges incurred pursuant to this Agreement may be deducted from any of the accounts maintained by you at Bank.  Bank reserves the right to change Bank fees for use of the System or the Services at anytime and from time to time.  However, where required by applicable law, Bank will notify you in advance (normally 21 days prior to effective date of change) of any such change(s).

J. INTERNAL TRANSFERS

Transfers may be made between your FPB&T Checking, Savings, and Money Market accounts. Transfers are limited to accounts with identical ownership.  When you request a transfer between accounts, you authorize Bank to withdraw the necessary funds from your designated account.  You agree that you will instruct Bank to make a withdrawal only when a sufficient balance is available in your account at the time of withdrawal.  If you do not have a sufficient balance, including available credit under any overdraft protection plan, then you agree that the transfer will not be withdrawn from your designated account.  However, notwithstanding the foregoing, Bank may allow, but it is not obligated to do so, even if it has done so before, in its sole discretion, a transfer from your account that does not contain sufficient available funds and therefore overdraws your account.

You agree that if Bank does allow you to make a transfer from your accounts with insufficient available funds, then you will immediately pay Bank the amount of the overdraft and any overdraft fee as set forth in our Deposit Accounts Disclosure.  If Bank receives subsequent deposits to your account and you have not yet paid your overdraft and overdraft fees, then you agree to use the subsequent deposits to pay Bank and instruct Bank to use the subsequent deposits to pay the overdraft and overdraft fees for you.  This includes subsequent deposits that are direct deposits of governmental benefits (such as Social Security and Supplemental Security Income) as well as any other source of subsequent deposits.  If you wish to no longer pay Bank from subsequent deposits, you agree to discontinue subsequent deposits (including contacting any payor of direct deposits and instructing the payor to discontinue making direct deposits).

Transfers between your eligible FPB& T accounts received by Bank through System before 5:00 p.m. on a business day are posted to your account the same day.  Such transfers received by Bank after 5:00 p.m. on a business day or on a non-business day will be posted on the next business day.

You agree to communicate with any other person(s) with access to your accounts concerning any transfers from your accounts in order to avoid duplication and overdrafts.

In order to cancel future dated transfers between accounts, you must log onto the System and delete the transfer.

K. OVERDRAFTS (ORDER OF PAYMENTS, TRANSFERS AND OTHER WITHDRAWALS)

If your account does not have sufficient funds available to perform all electronic fund transfers you have requested for a given business day, then:

1)  Electronic funds transfers involving currency disbursements, like ATM withdrawals, will have priority;

2)  Electronic funds transfers initiated through the System which would result in an overdraft of your account may, at our discretion, be cancelled; and;

3)  In the event the electronic fund transfers initiated through the System which would result in an overdraft of your account are not cancelled, current overdraft charges may be assessed, pursuant to the terms of the Deposit Accounts Agreement for that account;

4)  We reserve the right to return checks presented against insufficient funds.  

L. LIMITS ON AMOUNTS AND FREQUENCY OF SYSTEM TRANSACTIONS

In addition to the limitations elsewhere described, there are federal regulations that limit the number of certain types of transfers from savings and money market deposit accounts.  You may make a maximum of six preauthorized, automatic or telephone transfers per month on a savings or money market account.  No more than three of the six may be made by check, draft or debit to third parties, including point of sale (“POS”) transactions.  If you exceed these limits, we may close the account, impose a fee of $5.00 for each transfer that exceed these limits and/or change your account to a non-interest bearing demand deposit account.  Each internal transfer request initiated through the System from your savings or money market deposit account is counted as one of the six limited transfers you are permitted each month.  Each Bill Payment request initiated through the System from your money market deposit account is counted as one of the three of the six transfers you are permitted each month.

M. STOP PAYMENT ORDERS

You may initiate stop payment requests via the System only for paper checks you have written on your Bank accounts that have not yet been paid by Bank.  Stop payment requests received prior to 5:00 p.m. on a business day will be processed the same day.  Stop payment requests received after 5:00 p.m. or on a non-business day will be processed on the business day following the date the stop payment has been requested via the System.   In order for the stop payment request to be effective, it must precisely identify the name of the payee, the check number, the amount and the date of the check.  If any information is incomplete or incorrect, Bank will not be responsible for failing to stop payment on the check. 

A stop payment request received by Bank via the System may be treated by Bank as a written notice for stop payment.  Nevertheless, if you make your stop-payment request online or by telephone, Bank may also require you to put your request in the form of a signed paper written request and get it to Bank within fourteen (14) days after you call. However, all stop payment requests accepted by the System will still be in effect for six (6) months even if Bank is not in receipt of a signed stop payment request.  You will be charged a fee of $10.00 for each stop payment placed using the System.  This fee will charged to the same account you have placed the stop payment.

No stop payment request will be effective against a check that has paid prior to the time that Bank has both received the stop payment request and had a reasonable period of time to respond to the stop payment order.

At the time you submit a stop payment request via System, you agree to access the appropriate account through the System and to review prior account statements and your other records and determine whether the check to which the stop payment request relates has or has not already paid.  You understand that the System's account history is for only the current month's activity.  A review of prior records may be warranted in addition to using the System, you agree to review the System's stop-payment journal for the applicable account in which the stop payment request was placed on the business day following System's submission of any stop-payment request and immediately notify Bank if the account history reflects improper receipt by Bank.

You acknowledge that the information regarding the status of individual checks will not include transactions, including cash payments, on a check that occur on the same business day as the date of receipt of the stop-payment request.  You acknowledges that transaction search through System will not inclusively reveal whether a check has been paid until the business day after the business day on which the stop payment request is received by Bank.  Any loss suffered by you due to your decision to issue a new or replacement check or to take any action, based on information in the System prior to the next banking day after the business day on which the stop-payment request has been received by Bank will be your responsibility and not of Bank.

You acknowledge that a review of your account history via the System and of your account records may fail to reveal that a check was previously paid, in which case, Bank will not be responsible for any loss suffered by you.  Bank may, but is not obligated to, notify you if Bank determines the check was paid on the day the stop payment request was received by Bank.  If Bank does decide to provide notice, such notification will be made before 12:00 noon on the next business day.  Otherwise, no notice will be provided to you by Bank.

Stop payment requests delivered to Bank from you via the System remain in effect for six months, unless renewed for a successive six-month period.  However, an oral stop payment request, such as a telephone stop payment request, lapses after 14 calendar days if it is not confirmed in writing within 14 days from the calendar day the oral stop payment was given.  If Bank receives the confirmed writing within that period then the oral stop payment will remain in effect for six months, unless renewed for a successive six month period.  After expiration of a stop-payment request, a check may be paid even though the check is "stale" or "stale dated".

Stop-payment requests may be cancelled by providing authorization to Bank by writing Bank.  Stop-payment requests are automatically cancelled when the account on which the check is drawn on is closed and/or at the end of the six months term of the stop payment request (unless renewed).

Under certain circumstances, a holder of a check may be entitled to enforce payment against you even when a stop-payment request is in effect.

N. CONFIDENTIALITY

We will disclose information to third parties about your account or the transfers you make:

(i)  Where it is necessary for completing transfers, or

(ii)  In order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant, or

(iii)  In order to comply with government agency or court orders, or

(iv)  If you give us your written permission.

O. DOCUMENTATION

Preauthorized credits.  If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you can call us at 818-501-1700 to find out whether or not the deposit has been made.

Periodic statements.  You will get a monthly account statement (unless there are no transfers in a particular month.  In any case you will get the statement at least quarterly).

P. IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC TRANSFERS

Telephone us at (818) 501-1700, or write us at First Private Bank & Trust, 16000 Ventura Blvd, Encino, CA 91436, or E-mail us at www.1stprivate.com as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt.  We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

1.  Tell us your name and account number (if any).

2.  Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

3.  Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly.  If we need more time, however, we may take up to 45 days to investigate your complaint or question.  If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.  If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question.  For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.

We will tell you the results within three business days after completing our investigation.  If we decide that there was no error, we will send you a written explanation.  You may ask for copies of the documents that we used in our investigation.

Q. FINANCIAL INSTITUTION’S LIABILITY

If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages proximately caused by us.  However, there are some exceptions.  We will not be liable, for instance:

(1) If, through no fault or ours, you do not have enough money in your account to make the transfer.

(2) If the transfer would go over the credit limit on your overdraft line.

(3) If the automated teller machine where you are making the transfer does not have enough cash.

(4) If the System was not working properly and you knew about the breakdown when you started the transfer.

(5) If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken.

(6) There may be other exceptions stated in our agreement with you.

R. PREAUTHORIZED PAYMENTS

Right to stop payment and procedure for doing so.  If you have told us in advance to make regular payments out of your account, you can stop any of these payments.  Here’s how:  Call us at 818-501-1700, or write us at 16000 Ventura Blvd. Encino, Ca. 91436, in time for us to receive your request three business days or more before the payment is scheduled to be made.  If you call, we may also require you to put your request in writing and get it to us within 14 days after you call.  (We will charge you $5.00 for each stop payment order you give.)

Notice of varying amounts.  If these regular payments may vary in amount the person you are going to pay will tell you, 10 days before each payment, when it will be made and how much it will be.  (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.)

Liability for failure to stop payment of preauthorized transfer.  If you order us to stop one of these payments three business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages proximately caused by us.

S. CONSUMER LIABILITY

Tell us AT ONCE if you believe your Code has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using information from your check.  Telephoning is the best way of keeping your possible losses down.  You could lose all the money in your account (plus your maximum overdraft line of credit).  If you tell us within two business days after you learn of the loss or theft of your Code, you can lose no more than $50 if someone used your Code without your permission.

If you do NOT tell us within two business days after you learn of the loss or theft of your Code, and we can prove we could have stopped someone from using your Code without your permission if you had told us, you could lose as much as $500.

Also, if your statement shows transfers that you did not make, including those made by card, Code or other means, tell us at once.  If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time.

If a good reason (such as a long trip or hospital stay) kept you from telling us, we will extend the time periods.

T. CHANGE IN TERMS

Bank may amend, modify, add or delete (collectively and individually a “change”) any term of this Agreement at any time and from time to time.  A change may include a change to existing terms, a change in terms, a change that involves a new term or a change that involves certain conditions not otherwise contemplated by you or Bank at the time this Agreement is entered.  If the change would result in increased fees for use of the System or any one of the Services, increased liability for you, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of transfers, Bank agrees to give you notice at least 21 days before the effective day of any such change, unless an immediate change is necessary to maintain the security of an account or the System.  Your continued use of any and all Services or use of the System indicates your acceptance of the change in terms.  Bank will post any required notice of the change in terms on the Bank System website or forward it to you by e-mail or by U.S. postal mail.

If advance notice of a change is not required, your continued use of any or all of the subject Services or use of the System indicates your acceptance of the change in terms.  Bank reserves the right to waive, reduce or reverse charges or fees in individual situations.

U. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

Bank makes no warranty of any kind, express, or implied, including any implied warranty of merchantability of fitness for a particular purpose, on non-infringement of third party rights, in connection with the System or the Services provided to you under this Agreement.  Bank does not and cannot warrant that the System will operate without errors, or that any or all Services will be available and operational at all times.  Except as specifically provided in this Agreement, or otherwise required by law, you agree that officers, directors, employees, agents or contractors of Bank are not liable for any indirect, incidental, special or consequential damages under or by reason of any services, or products provided under this Agreement or by reason of your use or access to the System, including loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty.  Further, in no event shall the liability of Bank and its affiliates exceed the amounts paid by you for the services provided to you through the System unless prohibited by applicable law.

V. YOUR RIGHT TO TERMINATE

You may cancel your use of the System or one or more of the Services at any time by providing us with written notice by postal mail or in person.  If you terminate use of the System, your access to the System and all Services connected to the System will be suspended within three business days of Bank’s receipt of your instructions.  You will remain responsible for all outstanding fees (if any), future scheduled Bill Payment instructions, transfers and charges incurred prior to the date of cancellation.

W. COMMUNICATIONS BETWEEN BANK AND YOU

Unless this Agreement provides otherwise, you can communicate with Bank in any one of the following ways:

E-Mail: You can contact Bank by e-mail at www.1stprivate.com. (Please note that banking transactions through System are not made via e-mail.  There is a message form on the website where you are able to communicate with Bank securely.  Messages sent by e-mail, may not be secured, may be intercepted by third parties and may not be immediately received by the appropriate department of First Private Bank & Trust.)

Telephone: You may contact your banking office, or you may contact the Internet Banking Dept. at (818) 501-1700.

 

U.S.Postal Mail: Write to Bank at:

First Private Bank & Trust
16000 Ventura Blvd.
Encino California, 91436
Attn: Internet Banking Coordinator

In Person: You may visit Bank in any of Bank locations:

Burbank Office 333 N. Glenoaks Blvd. Burbank, CA 91502 (818) 842-9191	Encino Office 16000 Ventura Blvd. Encino, CA 91436 (818) 501-1700	Granada Hills 10820 Zelzah Avenue Granada Hills, CA 91344 (818) 832-3800
Santa Monica Office 720 Wilshire Boulevard Santa Monica, CA 90401 (310) 899-2620	Westlake Village Office 2835 Townsgate Road Westlake Village, CA 91361 (805) 230-2778

Unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise expressly provided herein, any such notice shall be deemed given when sent or received by Bank.

X. AUTOMATED CLEARING HOUSE (“ACH”) ENTRIES

Electronic Bill Payments may be processed as "ACH" items through a system known as the National Automated Clearing House.  There are special rules that govern ACH, and they apply to your Electronic Bill Payments and/or External Transfers.

• Compliance with OFAC Regulations. You acknowledge that the ACH system may not be used in violation of, and that Bill Payments (both Electronic and Check) originated by you must comply with, the laws of the United States, including sanctions laws administered by the Office of Foreign Asset Controls.
• Provisional Payments.  When you send a Bill Payment by ACH (generally when you have an electronic Payee), it is sent to and received by another financial institution (or, possibly, Bank).  The receiving depository financial institution ("RDFI") receives the ACH transaction and credits it to the account of its depositor (a "Receiver").  You agree to be bound by the provisions of the National Automated Clearing House Association’s rules (“Rules”) making payment by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for the credit transaction.  You understand that if final settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and you will not be deemed to have paid the Receiver the amount of a Bill Payment sent by ACH.  You also agree that any payment by Bank to you for any returned Bill Payment sent by ACH is provisional until Bank receives final payment.  Bank may delay your ability to use this provisional credit for some time.
• Limit on Payment Amounts. As noted above, you are limited to the amount of Bill Payments sent by ACH in any given business day, to a maximum of available funds in the designated account plus any available overdraft credit, unless, a lower amount is set by Bank.

Y. MISCELLANEOUS

This Agreement is governed by applicable federal laws and the laws of the State of California (except to the extent this Agreement can and does vary such rules or laws, and excluding California rules governing conflicts of law).

If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect.

The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions.  

Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute waiver of any other or your heirs, successors and assigns.  

Any of your obligations pursuant to this Agreement that by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement.

Bank has the right to provide the System or the Services through an affiliate or unrelated third party.  In order to provide the System or Services to you through this type of arrangement, you authorize Bank to disclose information on your account(s) and Services to the affiliate or third party that provides the Services.  Bank may also assign or delegate certain of its rights and responsibilities under this Agreement to such third parties as Bank may elect upon notice to you whereupon Bank shall be released from any and all further liability or responsibility related thereto. You hereof may make no assignment without the consent of the Bank.

BY CLICKING “I AGREE” BELOW, I AGREE AND ACKNOWLEDGE THAT I HAVE READ ALL THE FOREGOING TERMS AND CONDITIONS AND THAT I WILL BE BOUND BY THEM.