BBVA Compass

Agreement and Disclosure Statement for Online Banking

YOUR ATTENTION IS DRAWN TO THE ARBITRATION AND WAIVER OF JURY TRIAL PROVISIONS IN SECTION 8.F. IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN THROUGH JURY TRIAL.

Table of Contents

  1. What this Agreement Covers
  2. Online Accounts
  3. Security Procedures
    1. Security Codes
    2. Your Obligations for Consumer Accounts
    3. Your Obligations for Commercial Accounts
    4. Commercially Reasonable Security Procedures for Commercial Accounts
  4. Online Banking Services
    1. Transfers and Payments
      1. i. Transfers Within Bank
      2. ii. Transfers from External Accounts
      3. iii. Transfers to External Accounts
      4. iv. International Transfers
      5. v. Send Payments and Checks
        1. a) Bill Payment
        2. b) Electronic Bill Delivery
      6. vi. Pay People
      7. vii. Domestic Wire Transfers for Consumer Accounts
      8. viii. Payments to BBVA Compass Credit Lines
    2. Other Services
      1. i. Online Account Information
      2. ii. Online Check Images
      3. iii. Online Statements and E-Notices
      4. iv. Secure Email with the Bank
      5. v. Alerts
      6. vi. Stop Payment Requests
      7. vii. Personal Financial Management
    3. Additional Services (Commercial Only)
      1. i. Wire Transfers for Commercial Accounts
      2. ii. ACH Payments for Commercial Accounts
      3. iii. Designating and Managing Users
  5. Rewards
    1. Simple Cash Back
    2. CompassPoints
  6. Liability Provisions for Consumer Accounts
    1. Your Liability for Consumer Accounts
    2. Bank’s Liability for Consumer Accounts
    3. Error Resolution for Consumer Accounts
  7. Liability Provisions for Commercial Accounts
    1. Your Liability for Commercial Accounts
    2. Limitation of Liability for Commercial Accounts
    3. Error Resolution for Commercial Accounts
  8. Other Terms and Conditions
    1. Charges for Online Banking
    2. Periodic Statements
    3. Reporting Unauthorized Transactions or Disclosure of Your Security Codes
    4. Confidentiality of Information about Online Accounts
    5. Information Authorization
    6. Dispute Resolution
    7. Business Days and Hours of Operations
    8. Changing this Agreement
    9. Termination
    10. Changes to your Contact Information
    11. General Provisions
    12. Assignment and Service Providers
    13. Exclusion of Warranties
    14. Notice and Consent Regarding Electronic Communications
    15. Consent to Calls

Agreement and Disclosure Statement for Online Banking

This Agreement and Disclosure Statement (this "Agreement") governs the online banking services described in this Agreement, which are referred to individually as a "Service" and collectively as the "Services" or "Online Banking".

Please read this Agreement carefully and keep it for your records. When you first access Online Banking, please check to confirm that each Online Account (as defined below) is an account that you requested to be included in your subscription to Online Banking. If not, please contact us immediately as provided in Section 8.C below.

YOUR ATTENTION IS DRAWN TO THE ARBITRATION AND WAIVER OF JURY TRIAL PROVISIONS IN SECTION 8.F. IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN THROUGH JURY TRIAL.

Definitions

1. What This Agreement Covers

By subscribing to Online Banking, or by accessing or permitting another to access your subscription to Online Banking, you agree to this Agreement, which incorporates any instructions, procedures, conditions or other terms provided within the Web pages for Online Banking (the "Online Terms"). This Agreement is in addition to any agreement (including related fee schedules and disclosures) governing any BBVA Compass Online Account (an "Account Agreement"). For example, if you have included your BBVA Compass checking account within your subscription to Online Banking, your use of Online Banking does not affect the terms and conditions of the Account Agreement for that checking account. You should review each Account Agreement for any applicable fees, limitations on the number of transactions you can make, and other terms or conditions that might impact your use of Online Banking. In the event of a conflict between this Agreement and any Account Agreement, the terms of the Account Agreement will apply, unless otherwise provided in this Agreement.

2. Online Accounts

The Bank, in its sole discretion, will designate both the number of accounts that may be included in one subscription for Online Banking and the specific types of accounts that are eligible to be Online Accounts, and may change these designations from time to time. To the fullest extent permitted by law, the Bank reserves the right to refuse to include any eligible account within your subscription to Online Banking. An Online Account may be either a consumer account or a commercial account. A "consumer" account is an account established primarily for personal, family or household purposes. A "commercial" account is an account established primarily for purposes other than personal, family or household use. Your representation when you open an account that an account is a commercial account is binding and conclusively establishes the non-consumer nature of the account.

Any obligation that the Bank may have, whether under the applicable Account Agreement or otherwise, to verify two or more signatures before making payment from any BBVA Compass account does not apply to transfers and electronic payments requested through Online Banking. By requesting the Bank to include any of your BBVA Compass accounts as an Online Account, you waive any right you may have to require the Bank to verify two or more signatures or before making payment from that BBVA Compass Online Account, and you release the Bank from liability for any and all claims that arise from or relate to the Bank's payment of a transfer or electronic payment requested and authorized through Online Banking by only one person.

One of your BBVA Compass Online Accounts will be designated as your "Primary Account" for Online Banking. You may designate your Primary Account on your application for Online Banking or otherwise in writing to the Bank. If you include any of your BBVA Compass checking, savings or money market accounts as Online Accounts, one of those accounts must be designated as your Primary Account. If your subscription to Online Banking does not include any of your BBVA Compass checking, savings or money market accounts and you later add such an account to your subscription, the Bank automatically will re-designate this account as your new Primary Account.

3. Security Procedures

A. Security Codes

You will be provided an identification code for your initial use of Online Banking, during which use you will be required to select or create one or more alphanumeric passwords, usernames, questions with a matching answer, and/or other types of security techniques, all of which are referred to together and separately as your "Security Codes". The Bank requires you to use the Security Codes to gain access to Online Banking. From time to time, the Bank may require you to select or create different Security Codes and may change the types of security techniques used to access Online Banking. For certain Services, the Bank may require you to select or create additional Security Codes and/or use other security techniques that the Bank makes available to you. You agree that use of your Security Codes and any other required security techniques will authenticate your identity and verify the instructions you provide to us. You also agree that the Bank may send notices and other communications about its security techniques and your Security Codes, including designations and confirmations of specific Security Codes, to your current address and/or email address shown on the Bank’s records.

B. Your Obligations for Consumer Accounts

You are responsible for protecting the confidentiality and security of your Security Codes. You should memorize your Security Codes rather than writing them down and, where possible, change your Security Codes regularly. In selecting your Security Codes, you should select items that are different from any other security code that you may have for other BBVA Compass products or for other secure accounts you have with others. You agree to reveal the Security Codes only to individuals who are authorized signatories on each and every of your Online Accounts. You understand that anyone who obtains your Security Codes can access your Online Accounts and may initiate transactions on those accounts. If you permit any other person to use Online Banking, your Security Codes or other means to access your Online Accounts, you are responsible for all transactions the other person authorizes on any of these accounts and for all online agreements the other person signs or accepts while using Online Banking.

C. Your Obligations for Commercial Accounts

You agree that we may send notices and other communications, including Security Code confirmations, to the current address for your business 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 we 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.

In order to prevent unauthorized access to your Online Accounts and unauthorized use of the Services, you agree to maintain the confidentiality and security of the Security Codes, and to instruct all Administrators and Authorized Users also to maintain the confidentiality and security of the Security Codes. You agree to notify us immediately if you believe your Security Codes may have become subject to unauthorized use. We will have no liability to you for any unauthorized payment or transfer made using your Security Codes 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 Security Codes even without receiving such notice from you if we suspect your Security Codes are being used in an unauthorized or fraudulent manner. You recognize that anyone possessing the Security Codes can access your Online Accounts and initiate transactions on those Accounts. You agree that you are responsible for maintaining the confidentiality and security of all Security Codes, and for implementing the necessary internal controls, balancing and reconciliation functions, and audit procedures to protect your Online Banking subscription and all your Online Accounts from theft or misuse.

D. Commercially Reasonable Security Procedures for Commercial Accounts

You agree that the use of the Security Codes and other security techniques that the Bank has established for Online Banking constitutes a commercially reasonable security procedure for you. You agree to be bound by all requests, communications, or other instructions to the Bank that are initiated under your subscription to Online Banking and in compliance with this security procedure (including any transfer requests, electronic payment requests, stop payment orders and, if applicable, payment orders and requests for cancellation or amendment of payment orders for ACH entries and wire transfers), regardless of whether or not you or any Authorized User actually authorized the instruction. If any instruction initiated under your subscription to Online Banking and accepted by the Bank in compliance with this security procedure contains any error, to the full extent allowed by law you shall be liable for, and shall indemnify the Bank against any claims, losses and expenses the Bank may incur that arise from or relate to the erroneous instructions. The Bank’s records demonstrating compliance with this security procedure will be deemed conclusive proof that the payment order received by the Bank was authorized and that you are bound by those instructions.

4. Online Banking Services

The Services allow you to perform certain banking, transfer and electronic payment functions and to obtain certain bill delivery and account information in conjunction with your computer and any Software you may use. Although you may access Online Banking through your Software, some of the Services may not be available when you obtain access in this manner. To use the full range of Services, you must access Online Banking by signing in directly on the Bank's website at www.bbvacompass.com. From time to time, without prior notice, the Bank may add Services, eliminate Services, or otherwise modify the terms or features of any Services. When the Bank makes any such change, it may make available Online Terms for that Service, and the new or modified Online Terms for that Service will become part of this Agreement. Any change will begin to apply upon the effective date of the change, and will apply only to your future use of Online Banking. Your continued use of Online Banking following the effective date of a change signifies your acceptance of the change.

Not all of the Services are available for or applicable to all types of Online Accounts. The Bank, in its sole discretion, will determine the specific types of Online Accounts for which any particular Service is available or applicable, as well as the terms on which each Service is made available or applicable to any specific type of account. For example, the Bank may determine that transfers cannot be made from certain credit accounts that are included as Online Accounts. From time to time, the Bank may change the types of Online Accounts for which any particular Service is available or applicable. The Bank reserves the right, to the fullest extent permitted by law, to refuse to make any particular Service available or applicable to any of your Online Accounts, even though the Service is available or applicable to other Online Accounts of the same type.

A. Transfers and Payments

i. Transfers within Bank

You may use this Service to transfer funds between those types of BBVA Compass Online Accounts for which this Service is available, subject to the following restrictions and conditions:

ii. Transfers from External Accounts

You may use this External Transfers Service, which also may be referred to as the Transfer from External Account Service, to make transfers to your BBVA Compass Online Accounts from accounts you own and hold at financial institutions other than BBVA Compass, as described below.

Definitions

By accessing or using this Service or by permitting another to access or use this Service, you agree to the terms and conditions for this Service. In addition to the following terms and conditions, the restrictions on transfers to or from BBVA Compass Online Accounts described in Section 4.A.i above also apply to this Service.

iii. Transfers to External Accounts

You may use this Consumer ACH Payment Service, which may also be referred to as the Transfer to External Account Service, to send payments via the Automated Clearing House network ("ACH") to a deposit account that is held at a financial institution other than BBVA Compass. You may request the Consumer ACH Payment Service and designate certain types of consumer BBVA Compass Online Accounts, including checking, savings and certain money market accounts, from which these payments will be made (the "ACH Account").By completing and submitting an ACH Request Form or permitting anyone to initiate a payment via ACH from the ACH Account, you agree to the terms and conditions of this Section.

This Section incorporates: (a) the designations and other information you provide in each ACH Request Form you complete and submit; (b) any instructions or additional information that may be provided to you regarding the Consumer ACH Payment Service by us or through Online Banking; and (c) the Entry Settlement Limit that we may separately communicate to you. Unless otherwise defined in this Agreement, all capitalized terms shall have the meaning given to them in the NACHA Operating Rules and Guidelines. This Section covers only ACH credit entries (which are transfers from your ACH Account to a deposit account held at another financial institution), and does not apply to the processing and transmission of ACH debit files, batches or items or other ACH credit entries, which may not be initiated under this Section or this Agreement.

Definitions

You may make payments via ACH through Online Banking, subject to the following restrictions and conditions:

iv. International Transfers

You may use this Secure Send International Money Transfer Service ("International Transfer Service") to remit funds to a pre-designated beneficiary at one of the Remittance Network Members, as determined by the Bank. "Remittance" means the transmission made through the International Transfer Service. You may use the International Transfer Service to initiate payments electronically from any of your BBVA Compass Online Accounts for which this Service is available. All capitalized terms not defined herein shall have the same meaning set forth in the BBVA Compass Remittance Services Agreement, unless otherwise stated.

Your use of the International Transfer Service will be governed by the Deposit Account Agreement, the BBVA Compass Remittance Services Agreement, the Agreement and Disclosure Statement for Online Banking, and all other terms and conditions in agreements governing accounts you have with us or services we provide to you, as applicable.

v. Send Payments and Checks

You may use this Send Payments and Checks Service, which may also be referred to as the Bill Pay or Bill Payment Service, to initiate payments electronically from any of your BBVA Compass Online Accounts for which this Service is available. You also may use this Service to receive electronic bills from your creditors.

Definitions

a. Bill Payment

You may use Bill Pay to make one-time or recurring payments from any of your BBVA Compass Online Accounts that is a checking account, subject to the following restrictions and conditions:

b. Electronic Bill Delivery

You may use Bill Pay to receive electronic bills from your creditors, subject to the following terms and conditions:

vi. Pay People

You may use this Personal Payments Service, which may be referred to as the Popmoney or Pay People Service, to send, receive, and request payments through the system described below.

Definitions:

By using this Service or by accessing or permitting another to access your Transaction Account, you agree to the terms and conditions for this Service.

vii. Domestic Wire Transfers for Consumer Accounts

You may use this Wire Transfers for Consumer Accounts Service (the "Wire Transfer Service") to initiate outgoing domestic wire transfers from certain types of consumer BBVA Compass Online Accounts, including checking, savings and money market accounts. Each BBVA Compass Online Account from which the Bank allows you to initiate wire transfers is referred to as a "Wire Transfer Account." From time to time, the Bank may allow wire transfers to be initiated from additional types of BBVA Compass Online Accounts, and any such additional types of BBVA Compass Online Accounts will be automatically included in the Wire Transfer Accounts that you may access through the Wire Transfer Service.

This Section incorporates any instructions or additional information that may be provided to you regarding the Wire Transfer Service by us or through Online Banking. This Section covers only outgoing wire transfers, and does not apply to the processing and transmission of incoming, drawdown or any other wire transfers, which may not be initiated under this Section of this Agreement.

You may initiate payment orders for domestic wire transfers through Online Banking, subject to the following restrictions and conditions:

viii. Payments to BBVA Compass Credit Lines

You may use the Credit Line Payments Service to make payments on your BBVA Compass credit card account, your BBVA Compass home equity line of credit account, or any other BBVA Compass loan or line of credit for which we make this service available. Payments through this Service will be made using funds debited from an Online Account for which this Service is available through the system described below.

Definitions

Credit Line Payments

We may offer you the option to use the Credit Line Payment Service to make one-time or recurring payments on your Credit Line Account using funds debited from your Credit Line Payment Account, subject to the following restrictions and conditions:

B. Other Services

i. Online Account Information

You may use this Service to obtain balances and other information about those of your BBVA Compass Online Accounts for which this Service is available ("Online Account Information"), and to download Online Account Information into your Software, subject to the following terms and conditions:

ii. Online Check Images

You may view images of the checks and deposit slips for your BBVA Compass Online Accounts that are checking, money market, or savings accounts by accessing Online Banking through the Bank's website.

iii. Online Statements and E-Notices

You may view online statements for those types of your BBVA Compass Online Accounts for which this Service is available. To view your online statements, you must access Online Banking through the Bank's website. If you choose to receive only online statements for any BBVA Compass Online Account and ask us to stop sending any paper statement on that account, we may use the email address you have given the secure message Service described below, or otherwise use Online Banking (i) to notify you when each statement for that BBVA Compass Online Account becomes available online, and (ii) to provide other notices and disclosures about that BBVA Compass Online Account to you.

iv. Secure Email with the Bank

You may use this Service to send and receive secure electronic messages to and from the Bank. In order to use this Service, you must be logged in to Online Banking, either through your Software or by logging in directly on the Bank's website. From time to time, the Bank may send unsecured electronic mail to your email address to notify you that certain information is available. The Bank will never ask you to send personal information, such as account numbers and passwords, to the Bank in an unsecured email. If you wish to send personal information to the Bank, you should send a secure message using this Service. You should never send personal information in an unsecured email. The Bank may not immediately receive electronic mail that you send. Therefore, do not rely only on electronic mail if you need to communicate with the Bank immediately. If you need to contact the Bank immediately, use the contact information provided in Section 8.C of this Agreement or on the Bank's website. The Bank will not take actions based on your electronic mail requests until the Bank actually receives your message and has a reasonable opportunity to act.

v. Alerts

You may request and receive from the Bank any of the alerts made available through this Service by making alert selections within the Bank’s Online Banking web site. The Bank may add new alerts or discontinue existing alerts at any time. According to your selections, we will send alerts to the email address or mobile number you provide to us in Online Banking. Message and data rates may apply from your telecommunications provider, and you are responsible for any such charges.

It is solely your responsibility to ensure that the email address and mobile number you provide to the Bank are current and accurate. If information from your wireless carrier indicates to us that the mobile number you have provided has been changed or is no longer registered to you, we will automatically stop delivery of any alerts to that number. In that event, you must update your mobile number in Online Banking before alerts can be delivered to a mobile number again. Should you wish to receive alerts to your mobile phone number after opting out of the Service, you must update your mobile number in Online Banking before alerts can be delivered to a mobile number again. Your failure to maintain current and accurate contact information with us will prevent delivery of alerts through this Service, for which the Bank expressly disclaims any liability.

Your receipt of any alert may be delayed or prevented by your internet service provider, telecommunications provider, or other third parties. The Bank does not guarantee either the delivery or the accuracy of the contents of any alert. The Bank will not be liable for damages of any kind arising from non-delivery or delayed delivery of an alert, the location to which an alert is delivered, inaccurate content in an alert, or your use of or reliance on the contents of any alert for any purposes. Because the balance of some BBVA Compass Online Accounts is subject to change at any time, the information provided in any alert may become quickly outdated. Alerts are not encrypted. You acknowledge that, although the Bank may show less than the full account number for any of your BBVA Compass Online Accounts in an alert, the alert may include your name and some information about your BBVA Compass Online Accounts. Depending on where you instruct us to send your alerts, anyone with access to your email or mobile device may be able to view the contents of these alerts. If you request through this Service to be notified when an account is closed, you acknowledge and agree that we may deliver that alert to you when your account is closed. In the event you request that we close an account or your Online Banking profile, you acknowledge and agree that we may continue to send you alerts associated with that account or your Online Banking profile for a reasonable time thereafter until the closure process is completed.

vi. Stop Payment Requests

You may use this function to request the Bank to stop any payment on a check drawn on any of your BBVA Compass Online Accounts (regardless of whether that payment was scheduled through Bill Pay). You should submit any stop payment request as soon as possible. If the payment that you wish to stop was scheduled through Bill Pay, please refer to Section 4.A.iv of this Agreement for additional information. The charge for each stop payment request submitted through Online Banking will be the fee provided in Section 8.A. below, instead of any charge provided in an Account Agreement. This fee will be charged regardless of whether the Bank is able to stop the payment. If you submit a stop payment request by calling the Bank, the charge will be the fee provided in the applicable Account Agreement, instead of the charge provided in Section 8.A. below. In addition to the terms provided in this Agreement, stop payment requests are governed by the applicable terms and conditions in your Account Agreement.

vii. Personal Financial Management

This Service is an Internet account aggregation service offered to you by BBVA Compass, through our Service Provider, Yodlee.com, Inc. ("Yodlee"). The Service allows you to aggregate personal financial and other information from BBVA Compass, its subsidiaries and affiliates, third party financial institutions, and/or other third parties that you can access through the Internet, and to view that information at one website through the use of a single username and password. You cannot use the Service to make transactions or transfer funds.

Information about all of your BBVA Compass Online Accounts is automatically added to the Service. You may also add information about accounts you maintain at other institutions and that are accessible through the Internet ("Third Party Accounts").

The Service allows you to view information about FDIC-insured deposit products (such as checking, savings and money market accounts), non-FDIC insured products (such as brokerage or 401K accounts), and non-financial products (such as frequent flyer miles). Including information about an account or product in the Service does not mean that the account or product is a BBVA Compass account, product or other obligation or that the account or product is insured by the FDIC.

a. Use of the Service

You agree to use the Service only as permitted by this Agreement. We may terminate your access to the Service if any conduct on your part constitutes a violation of this Agreement. In order to use the Service, you must be at least 18 years old, a United States resident and legally capable to enter into contracts.

b. Liability and Warranties

c. Termination

d. Assignment

You may not assign all or any part of your rights or obligations under this Agreement without our prior express consent, which may be withheld in our sole discretion. We may assign or delegate all or any part of our rights or obligations under this Agreement, including, without limitation, the performance of the services described herein. This Agreement will be binding on and inure to the benefit of your and our successors and assigns. You agree not to resell or make any commercial use of the Service.

e. Yodlee

You acknowledge and agree that Yodlee is a third party beneficiary of Section 4.B.vii.b above.

C. Additional Services for Commercial Accounts Only

i. Wire Transfers for Commercial Accounts

We offer you the option to initiate outgoing domestic wire transfers from certain types of BBVA Compass Online Accounts, including commercial checking, savings and money market accounts (the "Wire Transfer Service"). Each BBVA Compass Online Account from which the Bank allows you to initiated wire transfers is referred to as a "Wire Transfer Account." From time to time, the Bank may allow wire transfers to be initiated from additional types of BBVA Compass Online Accounts, and any such additional types of BBVA Compass Online Accounts will be automatically included in the Wire Transfer Accounts that you may access through the Wire Transfer Service.

You may request the Wire Transfer Service by completing and submitting a Wire Transfer Request Form. By completing and submitting a Wire Transfer Request Form or permitting anyone to initiate a payment order for a wire transfer from a Wire Transfer Account, you agree to the terms and conditions of this Section.

This Section incorporates: (i) the designations and other information you provide in each Wire Transfer Request Form you execute through Online Banking; (ii) any instructions or additional information that may be provided to you regarding the Wire Transfer Service by us or through Online Banking; and (c) the Call-Back Amount that we will separately communicate to you. This Section covers only outgoing wire transfers, and does not apply to the processing and transmission of incoming, drawdown or any other wire transfers, which may not be initiated under this Section or this Agreement.

You may initiate payment orders for domestic wire transfers through Online Banking, subject to the following restrictions and conditions:

ii. ACH Payments for Commercial Accounts

We offer you the option to send employee, tax and vendor payments via the Automated Clearing House network ("ACH") through your subscription to Online Banking (the "ACH Payment Service"). You may request the ACH Payment Service and designate the single commercial checking account among your BBVA Compass Online Accounts from which these payments will be made (the "ACH Account"). By completing and submitting an ACH Request Form or permitting anyone to initiate a payment via ACH from the ACH Account, you agree to the terms and conditions of this Section.

This Section incorporates: (a) the designations and other information you provide in each ACH Request Form you complete and submit; (b) any instructions or additional information that may be provided to you regarding the ACH Payment Service by us or through Online Banking; and (c) the Prepaid Entry Settlement Limit that we will separately communicate to you. Unless otherwise defined in this Agreement, all capitalized terms shall have the meaning given to them in the NACHA Operating Rules and Guidelines. This Section covers only ACH credit entries, and does not apply to the processing and transmission of ACH debit files, batches or items or other ACH credit entries, which may not be initiated under this Section or this Agreement.

Definitions

You may make payments via ACH through Online Banking, subject to the following restrictions and conditions:

EXCEPT AS REQUIRED BY LAW, THE BANK MAKES NO REPRESENTATIONS, WARRANTIES, AGREEMENTS, OR GUARANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (I) ANY REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE ACH PAYMENT SERVICE PROVIDED BY THE BANK TO YOU; (II) ANY WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE IN WHICH THE BANK MAINTAINS YOUR ACCOUNTS; (III) ANY WARRANTIES WITH RESPECT TO COMPLIANCE WITH THE ELECTRONIC FUNDS TRANSFER ACT OR REGULATION E OF THE FEDERAL RESERVE BOARD; (IV) ANY RULE OR REGULATION OF ANY AUTOMATED CLEARING SYSTEM; OR (V) ANY STATE ELECTRONIC FUND TRANSFER STATUTE OR REGULATIONS.

iii. Designating and Managing Users

As long as your Online Accounts include at least one commercial BBVA Compass Online Account and you access Online Banking through the Bank’s website, you may administer use of the Services through a "Primary Administrator". If you are a sole proprietor, you will serve as the Primary Administrator. If you are a business entity, the Primary Administrator must be an individual who is authorized by resolution to serve in this position. The Primary Administrator is entitled:

If you desire to change the Primary Administrator, you must provide prior written notice of the change to the Bank, and this notice must be signed by the new Primary Administrator.

5. Rewards

A. Simple Cash BackSM

The BBVA Compass Simple Cash Back program (the "Program") is a promotional program offered by BBVA Compass that permits Online Banking users to receive offers for Rewards to be provided by Participating Merchants through the Online Banking Service, as described below. BBVA Compass reserves the right to disqualify Online Banking users who violate the following terms or any Online Terms for the Program, as they may be changed from time to time. We do not share individually identifiable information with merchants as part of Simple Cash Back, and you may choose to opt-out of receiving offers for Rewards as provided in "Your Right to Opt-Out."

Definitions

Your participation in the Program or your receipt of any Reward offered through the Program constitutes your acceptance of and agreement to the terms of the Program. The Program is offered at our sole discretion and we have no obligation to continue the Program or to make the Program available to you. We reserve the right to change, suspend or terminate the Program, in whole or in part, at any time in our discretion, as described more fully below in "Termination; Changes to the Program."

B. CompassPoints

CompassPoints is a promotional rewards program ("Program") offered by BBVA Compass. In this Program, "you" or "your" means everyone that may be a business or consumer accountholder (joint or otherwise) on a BBVA Compass Credit Card, Check Card, Optimizer Secured Credit Card, Safe Spend Prepaid Card, or BBVA Compass Select credit cards. BBVA Compass reserves the right to disqualify any individual or joint account holders who violate the following terms, any Online Terms for the Program, any Program rules, terms, or conditions posted on the Websites listed below) or otherwise disclosed by BBVA Compass. CompassPoints® is a registered trademark of Compass Bank.

6. Liability Provisions for Consumer Accounts

A. Your Liability for Consumer Accounts

You are responsible for all transfers and payments you initiate or authorize using Online Banking. If you disclose your Security Codes to any person, allow any person to obtain your Security Codes, or permit any person to use Online Banking, you will have authorized that person to access your Online Accounts and you are responsible for any transactions that person initiates or authorizes from your Online Accounts and any agreements or disclosures that person accepts or acknowledges electronically through Online Banking.

Notify the Bank at once if you believe any of your BBVA Compass Online Accounts have been accessed or any of your Security Codes have been used without your authorization. Contacting the Bank immediately by telephone is the best way of keeping your possible losses down. For any BBVA Compass Online Account that is a consumer account, you could lose all the money that is in your account, plus any amount available under an overdraft line of credit. You can lose no more than $50 if you notify the Bank within two (2) Business Days of discovering any unauthorized use of Online Banking or any loss, theft or unauthorized access to your Security Codes. However, you can lose as much as $500 from any such consumer account if you do not notify the Bank within two (2) Business Days after discovering the unauthorized use or access and the Bank can prove that it could have prevented the unauthorized use had it been notified. Also, notify the Bank immediately if any periodic statement shows a transaction on a BBVA Compass Online Account that you did not make. For any BBVA Compass Online Account that is a consumer account, if you do not notify the Bank within sixty (60) days after the statement was sent or otherwise made available to you, you may not receive back any money you lost after the sixty (60) day period if the Bank can prove that it could have prevented the unauthorized use had it been notified. You could lose all the money in your consumer accounts if the Bank can establish that it could have prevented those losses if you had given notice to the Bank in time. If a good reason, such as extended travel or hospitalization, prevents you from promptly notifying the Bank of unauthorized use of consumer accounts, the time periods specified in this Section may be extended to reasonable periods.

B. Bank's Liability for Consumer Accounts

The Bank is responsible for damages you incur in connection with any of your BBVA Compass Online Accounts that is a consumer account if the damages were directly caused by the Bank's failure to complete any transfer or bill payment you have properly requested through Online Banking in accordance with this Agreement, the applicable Account Agreements, and applicable law. However, the Bank will not be liable under certain circumstances, including:

There may be other exceptions to the Bank's liability as stated in this Agreement and your Account Agreements and as provided by applicable law. Except as otherwise provided by applicable law, neither the Bank, its service providers, nor their respective affiliates shall be liable to you or any other person under any circumstances for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, including attorneys' fees and lost profits (even if advised of the possibility of such damages) that arise in any way out of your use of Online Banking or the installation, use, or maintenance of your computer or Software.

C. Error Resolution for Consumer Accounts

In case of errors or questions about transfers or bill payments initiated through Online Banking to or from any consumer BBVA Compass Online Account, contact the Bank immediately. Telephone the Bank at: 800-273-1057, or write the Bank at:

BBVA Compass
Online Banking Support
1300 Maco Drive
Pharr, Texas 78577

In case of errors or questions related to transfers or payments initiated through Online Banking to or from any consumer BBVA Compass Credit Card or Home Equity Line of Credit account that is a BBVA Compass Online Account, contact the Bank immediately. Telephone the Bank at: 800-239-5175 for Credit Card accounts and 800-239-1996 for Home Equity Line of Credit Accounts, or write the Bank at:

Credit Card Accounts:

BBVA Compass
Compass Credit Online Customer Service Department
P.O. Box 2210
Decatur, AL 35699

Home Equity Line of Credit Accounts:

BBVA Compass
Compass Credit Online Customer Service Department
P.O. Box 830629
Birmingham, AL 36596

If you think your statement is wrong or if you need more information about a transaction listed on the statement, the Bank must hear from you no later than sixty (60) days after the Bank sent or otherwise made available to you the FIRST statement on which the problem or error appeared. If you only request more information about a transfer, you must contact the Bank about any suspected error related to that transfer within sixty (60) days after the Bank sends or delivers the requested information to you.

You should give us the following information:

If you tell the Bank orally, the Bank may require that you send it your inquiry or question in writing within ten (10) Business Days. The Bank will tell you the results of its investigation within ten (10) Business Days after it hears from you and will correct any error promptly. If the Bank needs more time, however, it may take up to forty-five (45) days to investigate your complaint or questions. If the Bank decides to do this, the Bank will provisionally credit your account within ten (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 the Bank to complete its investigation. If the Bank asks you to put your complaint or question in writing and does not receive it within ten (10) Business Days, the Bank may not credit your account.

For errors involving new accounts, the Bank may take up to ninety (90) days to investigate your complaint or question. For new accounts, the Bank also may take up to twenty (20) Business Days to credit your account for the amount you think is in error.

The Bank will tell you the results within three (3) Business Days after completing its investigation. If the Bank decides that there was no error, the Bank will send you a written explanation. You may ask for copies of the documents that the Bank used in its investigation.

7. Liability Provisions for Commercial Accounts

A. Your Liability for Commercial Accounts

You agree that the Bank is entitled to rely on and deem the use of your Security Codes to gain access to Online Banking as your authorization for every transaction involving any commercial BBVA Compass Online Account until you have notified the Bank of any possible unauthorized use or transactions. Neither BBVA Compass nor its service providers or affiliates will have any liability to you for any unauthorized bill payment or transfer made using your Security Codes that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. Authorization of transfer requests and bill payment requests through Online Banking by means of your Security Codes shall be considered the same as your signed authorization and instruction for the Bank to perform any and all actions relating to the requested transaction. You agree to be bound by any transaction on any of your commercial BBVA Compass Online Accounts using Online Banking that is initiated by means of your Security Codes and accepted by the Bank in accordance with the security procedure outlined in this Agreement or disclosed to you online, regardless of whether or not you actually authorized the transaction. You agree not to attempt to use Online Banking to make a transfer if you have reason to believe this Service is not functioning properly.

B. Limitation of Liability for Commercial Accounts

Notwithstanding any other provision in this Agreement, and to the fullest extent permitted by applicable law, neither the Bank, its service providers nor any of their affiliates shall be liable, and you release and waive any and all claims against all of them, for any and all losses, damages or costs incurred by you or by any other person, arising from or relating to any acts or omissions of the Bank, its service providers or their affiliates, whether under this Agreement or otherwise, in connection with Online Banking or any commercial BBVA Compass Online Account (including, but not limited to, improper calculation or processing; transfer of funds or failure to transfer; dishonor or failure to dishonor; payment, stop payment, or failure to pay or stop payment; processing of electronic transfer entries; or loss or delay of electronic transfer entries, items, instruments, input data and materials during transfer to or from the Bank) unless you prove that such losses, damages or costs resulted solely from the Bank's bad faith or gross negligence or from breach of this Agreement; provided, however, to the fullest extent permitted by applicable law, neither the Bank, its service providers nor any of their affiliates shall be liable to you or any other person for any of the following:

Your sole remedy under this Agreement for any errors by the Bank in completing any transfer or bill payment you have properly requested through Online Banking in accordance with this Agreement, the applicable Account Agreements, and applicable law shall be limited as follows:

The limitations on the liability of the Bank, its service providers and their affiliates provided in this Agreement are in addition to, and shall not diminish, any limitations on this liability contained in any applicable Account Agreement or any other agreement between you and the Bank.

C. Error Resolution for Commercial Accounts

You agree to act in a prompt and reasonable manner in reviewing any account statement, notice or other communication we send to you and in reporting any error to us. You will have acted in a prompt and reasonable manner if you notify us of any error or other exception related to Online Banking within thirty (30) days after we mail or email you a statement of your account or notice that your statement is available online. In case of errors or questions about transfers or bill payments initiated through Online Banking to or from any commercial BBVA Compass Online Account, contact the Bank immediately. Telephone the Bank at: 800-273-1057, or write the Bank at:

BBVA Compass
Online Banking Support
1300 Maco Drive
Pharr, Texas 78577

In case of errors or questions related to transfers or payments initiated through Online Banking to or from any BBVA Compass Business Credit Card that is a BBVA Compass Online Account, contact the Bank immediately. Telephone the Bank at: 800-239-5175, or write the Bank at:

BBVA Compass
Compass Credit Online Customer Service Department
P.O. Box 2210
Decatur, AL 35699

You should give us the following information:

We will investigate your claim and respond to your request in a commercially reasonable period of time. If you phone us, we may request that you give us the information in writing.

8. Other Terms and Conditions

A. Charges for Online Banking

Fees for Online Banking are based on whether your BBVA Compass Online Accounts are consumer or commercial accounts, and on the specific Services you choose to receive.

i. Monthly Fee.

You agree to pay the applicable monthly fee (if any fee applies) for any Online Banking Services you receive (the "Monthly Fee"). If a Monthly Fee applies to any specific Service you receive, the monthly fee for that Service will be charged regardless of whether or not you use that Service during any given month.

ii. Usage Based Fees.

You also agree to pay any applicable fee that is based on your usage of a particular Service (each, a "Usage Fee"). For example, a Usage Fee may be based on the number of stop payments you request, the number of check images you view during a period of time, or the number of Wire Transfers you initiate.

iii. About Fees Generally.

Fees are shown in the Bank's schedule of service charges for Online Banking attached hereto, which may be revised from time to time as provided in Section 8.H below. You authorize the Bank to deduct any applicable Monthly Fee from your Primary Account. You authorize the Bank to deduct any applicable Usage Fee from the BBVA Compass Online Account from which the Usage Fee arises. If the funds in your BBVA Compass Online Account from which any Online Banking fee is to be deducted are insufficient to pay the fees, you authorize the Bank to deduct these fees from any of your other BBVA Compass Online Accounts included within this subscription and/or any other account you have with the Bank. The Bank may revise its schedule of service charges for Online Banking to add, remove, increase or decrease the amount of, or otherwise revise any fee at any time, as provided in Section 8.H of this Agreement. In addition to the fees provided in this Agreement, the service charges and fees provided for in the Account Agreement for each BBVA Compass Online Account will continue to apply.

B. Periodic Statements

For any of your BBVA Compass Online Accounts to or from which any transfer or electronic payment initiated through Online Banking has been made during a particular monthly cycle, the Bank will deliver to you a periodic statement for that cycle. For all your other BBVA Compass Online Accounts to or from which any transfer or electronic payment may be initiated through Online Banking, you will receive a periodic statement at least quarterly. In addition to reflecting your other account activity, your statements will include a description of any completed transfers or electronic payments you authorized using Online Banking. You agree that you are responsible for reviewing promptly each periodic statement on an Online Account in order to detect any unauthorized transactions.

C. Reporting Unauthorized Transactions or Disclosure of your Security Codes

If you believe that any of your Security Codes are subject to unauthorized use or that an unauthorized transaction may be or has been made through Online Banking, telephone the Bank immediately at: 800-273-1057. If you are unable to call, you may also write the Bank at:

BBVA Compass
Online Banking Support
1300 Maco Drive
Pharr, Texas 78577

Additionally, if you believe that any of your Security Codes are subject to unauthorized use or that an unauthorized transaction may be or has been made from any third party account (i.e., non-BBVA Compass account), you agree to contact the financial institution offering that account immediately at the phone number or address it has provided to you for such notification. You agree to take any reasonable actions requested by the Bank to prevent unauthorized transactions to any of your Online Accounts, including changing your Security Codes.

D. Confidentiality of Information about Online Accounts

We may disclose information to third parties about your Online Accounts and the transfers, bill payments and other Services you request through Online Banking in the following situations:

For more information about our privacy and security practices, please review our Consumer Privacy Disclosure, which describes our practices for using information about consumer Online Accounts, and our Online Security Statement. We may modify these documents from time to time, and the current versions of both are available on our website.

E. Information Authorization

We reserve the right to refuse or cancel your enrollment in Online Banking if we cannot verify your identity or confirm information about you. You agree that we and any service provider we use to provide any electronic payment or transfer Services to you may obtain a credit report on you at any time from any credit reporting agency. In addition, you authorize each Biller to provide us with any information regarding you or your account with that Biller that we may request.

F. Dispute Resolution

i. Subsection i applies if you reside in a state other than California and we do not maintain your account in California

ARBITRATION

By opening or maintaining the account, you agree that if a dispute, claim or controversy of any kind arises out of or relates to this Agreement or to your account or any transactions involving your account, or any service or product related to your account, either you or we can choose to have that dispute resolved by binding arbitration. This arbitration provision limits your ability to litigate claims in court and your right to a jury trial. You should review this section carefully. You will not have the right to participate as a class representative or member of any class of claimants for any claim subject to arbitration. Arbitration is a more informal proceeding in which disputes are decided by one or more neutral arbitrators who receive the evidence and then issue a binding ruling in the form of an award. You and we understand that discovery and other procedures in arbitration may be more limited than discovery in court proceedings and that the ability to modify, vacate, or appeal an award by an arbitrator(s) is strictly limited.

You and we agree, upon written demand made by you or us, to submit to binding arbitration all disputes, controversies, and claims, whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to (a) this Agreement, your account, any transaction involving your account, any service or product related to your account, or any advertisements, promotions, or oral or written statements related to this Agreement or your account, (b) the relationships that result from this Agreement (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this arbitration provision), or (c) the validity, interpretation, scope or enforceability of this Agreement or the interpretation or scope of the Arbitration Clause (collectively, a "Claim"). All parties retain the right to seek relief in a small claims court for disputes or claims within the jurisdictional limits of the small claims court. At the option of the first to commence arbitration, you or we may choose to have the arbitration conducted by JAMS ADR ("JAMS") or the American Arbitration Association ("AAA"), or you and we may agree upon a different arbitrator. In any event, any arbitration under this Agreement shall be conducted in writing in accordance with the applicable arbitration rules of the arbitrator or arbitration organization ("Rules"). If an arbitrator other than the AAA is chosen, the Rules of the AAA will be applied to any circumstance that is not addressed by the Rules of the chosen arbitrator. In the event of any inconsistency between this Agreement and the Rules to be used for arbitration, such inconsistency shall be resolved in favor of this Agreement. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the "FAA") shall apply to the construction, interpretation, and enforceability of this Agreement notwithstanding any other choice of law provision contained in this Agreement.

Either you or we may initiate arbitration by giving written notice of the intention to arbitrate to the other party and by filing notice with JAMS or the AAA in accordance with the Rules in effect at the time the notice is filed. The notice shall set forth the subject of the dispute and the relief requested, at a minimum. The demand for arbitration may be made before or after commencement of any litigation. You should contact the AAA at 800-778-7879 or www.adr.org or JAMS at 800-352-5267, www.jamsadr.com for more information about arbitration. If for any reason the AAA or JAMS is unable or unwilling to serve as arbitration administrator, or you and we are unable to agree on another arbitrator, we will substitute another national or regional arbitration organization.

Demand for arbitration under this Agreement must be made before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the Claim also is barred in arbitration. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or similar other doctrine bars the arbitration of any Claim shall be decided by arbitration in accordance with the provisions of this Agreement.

You cannot join together in a dispute with anyone other than persons who use your account. Even if other people have disputes similar to a dispute that you and we have, those people and their disputes cannot be part of any arbitration between you and us. A Claim by, or on behalf of, other persons will not be considered in, joined with, or consolidated with, the arbitration proceedings between you and us, and a Claim may not be arbitrated on a class action, private attorney general, or other representative basis. Notwithstanding anything to the contrary in this Agreement, any dispute regarding the prohibitions in this paragraph or about the enforceability of the arbitration clause shall be resolved by a court and not by the arbitrator(s).

Where the aggregate of all Claims by both you and us does not exceed $250,000, any expedited procedures provided in the Rules ("Expedited Procedures") shall apply and a single arbitrator shall decide the Claims. Where the aggregate of all Claims by both you and us exceeds $250,000, a panel of three arbitrators shall decide all Claims. Each arbitrator, whether or not acting under Expedited Procedures, shall be an active member in good standing of the bar for any state in the continental United States and shall be either: (a) actively engaged in the practice of law for at least 5 years or (b) a retired judge.

You and we agree that the arbitrator(s): (a) shall limit discovery to non-privileged matters directly relevant to the arbitrated dispute; (b) shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; (c) shall have authority to grant relief only with respect to Claims asserted by or against you individually; (d) shall not have any authority to require, as part of any relief granted, that you and we continue any relationship we may have under this Agreement or otherwise; and (e) shall provide a brief written explanation of the basis for the award upon the request of either party and shall make specific findings of fact and conclusions of law to support any arbitration award that exceeds $25,000. Upon written request by you, for claims up to $50,000, we will pay to the AAA or JAMS the portion of the arbitration filing fee that exceeds the cost of filing a lawsuit in the federal court where you live.

Upon written request by you, we may elect, at our sole discretion, to pay or advance some or all of any remaining arbitration fees and other costs. The arbitrator will decide whether we or you ultimately will be responsible for paying any filing, administrative or other fees in connection with the arbitration. If you are the prevailing party in the arbitration, the arbitrator(s) also may order us to pay some or all of your attorney, expert, and/or witness fees. Any arbitration proceedings shall be conducted in the federal judicial district where we maintain your account. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.

If you or we are seeking to bring a joined, consolidated, or class action and if the portion of this arbitration provision that prohibits the arbitration of joined, consolidated, or class actions is deemed invalid or unenforceable, then the entire arbitration provision shall be void and unenforceable and severed from the rest of this Agreement. If any portion of this arbitration provision other than the prohibition against the arbitration of joined, consolidated or class actions is deemed invalid or unenforceable, then that portion will be severed and the remaining portions of this arbitration provision will remain valid and enforceable including the prohibition against the arbitration of joined, consolidated or class actions. Nothing in this arbitration provision shall limit your or our right, whether before, during, or after the pendency of any arbitration proceeding, to exercise any self-help remedies, such as set-off or repossession and sale of collateral, or to obtain provisional or ancillary remedies or injunctive or other traditionally equitable relief, such as filing an interpleader action. You and we agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand arbitration at any time with respect to any subsequent or amended Claim filed against you or us after commencement of litigation between you and us. This arbitration provision shall survive termination of this Agreement and the closing of your Account.

WAIVER OF JURY TRIAL

This provision limits your rights to a jury trial. You should review this section carefully. If (i) neither you nor we seek to compel arbitration of any dispute we have related to this Agreement, your account, or any transactions involving your account, or (ii) some or all of the arbitration clause is unenforceable and we are in a dispute in a court of law, then each of us agrees to waive any right we may have to a jury trial to the extent allowable under the laws of the state that govern this Agreement.

Attorneys’ Fees. In any action between you and us in court, the prevailing party shall be entitled to recover its reasonable attorneys’ fees expended in the prosecution or defense of the court action from the other party.

ii. Subsection ii applies if you either reside in California or we maintain your account in California

JUDICIAL REFERENCE & WAIVER OF JURY TRIAL

By opening or maintaining the account, you agree that if a dispute, claim or controversy of any kind arises out of or relates to this Agreement or to your account or any transactions involving your account, or any service or product related to your account, it will be resolved by judicial reference pursuant to the provisions of the California Code of Civil Procedure, Sections 638-645.1 inclusive, unless the dispute, claim or controversy is part of a class action. This judicial reference provision limits your ability to litigate claims in court and your right to a jury trial. By agreeing to judicial reference, you and we waive, and shall not have, any right to a jury trial. You should review this section carefully. Judicial reference is a proceeding in which disputes are decided by a judicial referee who receives the evidence at a hearing and then issues a statement of decision upon which a judgment is based. You and we agree that the referee shall have the power to decide all issues of fact and law and report his/her statement of decision hereon, and to issue all legal and equitable relief appropriate under the circumstances before him/her.

Either you or we may initiate judicial reference by giving written notice of the intention to initiate judicial reference to the other party and by proceeding in accordance with California Code of Civil Procedure Section 638.

You and we agree, upon written demand made by you or us, to submit to judicial reference all disputes, controversies, and claims, whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to this Agreement, the account, any transaction involving the account, any service or product related to your account, or any advertisements, promotions, or oral or written statements related to this Agreement or the account, the relationships that result from this Agreement (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this judicial reference provision), or the validity, interpretation, and scope of this Agreement (collectively, a "Claim"). All parties retain the right to seek relief in a small claims court for disputes or claims within the jurisdictional limits of the small claims court.

You and we agree that a single referee who is a retired California state or federal court judge shall be appointed by the court pursuant to California Code of Civil Procedure 640 and shall preside over the reference proceeding and try all issues, whether of fact or law. If the parties are unable to agree upon a referee within ten (10) days of a written request to do so by any party, then any party may thereafter seek to have a referee appointed pursuant to the California Code of Civil Procedure, Sections 638 and 640, including submitting to the court up to three nominees who are retired state or federal court judges.

You and we shall be entitled to discovery, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge.

Demand for judicial reference under this Agreement must be made before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the claim also is barred in judicial reference. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or other doctrine bars the judicial reference of any Claim shall be decided by the judicial referee in accordance with the provisions of this Agreement.

A claim by, or on behalf of, other persons will not be considered in, joined with, or consolidated with, the judicial reference proceedings between you and us. Any such claim will be resolved in a court of proper jurisdiction.

Nothing in this judicial reference provision shall limit the right of you or us, whether before, during, or after the pendency of any judicial reference proceeding, to exercise any self-help remedies, such as set off or repossession and sale of collateral, or to obtain provisional or ancillary remedies or injunctive or other traditionally equitable relief, such as filing an interpleader action. You and we agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand judicial reference at any time with respect to any subsequent or amended Claim filed against you or us after commencement of litigation between you and us.

You and we agree that the referee shall not have any authority to require, as part of any relief granted, that you and we continue any relationship we may have under this Agreement or otherwise; and shall provide a statement of decision stating the disposition of each claim and a concise written explanation of the basis for the award. The referee’s statement of decision shall contain written findings of fact and conclusions of law, and the court shall enter judgment thereon pursuant to California Code of Civil Procedure Sections 644(a) and 645. The decision of the referee shall then be appealable as if made by the court.

Unless inconsistent with applicable law, each party shall bear the expense of its respective attorney, expert, and witness fees, regardless of which party prevails in the judicial reference. Except for any filing fee if you initiate judicial reference proceedings, we will pay all of the remaining judicial reference fees and other costs, including the referee’s fees where required by law. The referee will decide whether we or you ultimately will be responsible for paying any fees or other costs in connection with the judicial reference. Any judicial reference proceedings shall be conducted in the federal judicial district of your residence, and you will be given the opportunity to attend the proceeding and be heard. Judgment upon any statement of decision rendered in judicial reference may be entered by the court that appointed the judicial referee or any other court with jurisdiction.

If any portion of this judicial reference provision is deemed invalid or unenforceable, the remaining portions of this judicial reference provision will remain valid and enforceable. This judicial reference provision shall survive termination of this Agreement and the closing of your Account.

Attorneys’ Fees. In any action between you and us regardless of whether it is proceeding in court or in judicial reference, unless inconsistent with applicable law, each party shall bear the expense of its respective attorney, expert, and witness fees, regardless of which party prevails in the matter.

G. Hours of Operation

You can use Online Banking 24 hours a day, seven days a week, subject to regular daily maintenance periods and any special maintenance periods.

H. Changing this Agreement

The Bank may change this Agreement from time to time, as follows:

  1. i. Changes to the Online Terms and changes necessary to maintain or restore the security of Online Banking or your Online Accounts may be made immediately and without prior notice to you.

  2. ii For changes that result in increased fees for, fewer types of, stricter limitations on the dollar amount or frequency of, or increased liability to you for transfers or bill payments through Online Banking, the Bank will notify you prior to the change, as required by applicable law. Notice may be given as provided in Section 8.N below.

  3. iii For changes not described in Subsections i and ii above, the Bank may notify you as provided in Section 8.N below.

Any change will begin to apply upon the effective date of the change, and will apply only to your future use of Online Banking. Your continued use of Online Banking following the effective date of a change signifies your acceptance of the change.

I. Termination

Either you or the Bank may terminate this Agreement in its entirety or with respect to any one or more Services at any time upon written notice to the other party. The Bank may notify you as provided in Section 8.N. If you do not use Online Banking for twelve (12) consecutive months, we will consider such non-use as notice that you have terminated your subscription to Online Banking. If you do not access the Bill Pay Service to pay a bill for six (6) consecutive months, we will consider such non-use as notice that you have terminated your Bill Pay service. You also may terminate this Agreement in its entirety or any one or more Services at any time by calling 800-273-1057. If you terminate Online Banking, you authorize us to continue making any transfers and electronic payments you have previously authorized through Online Banking until such time as we have had a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice (including termination by non-use, as provided above), we will make no further transfers or electronic payments from your Online Accounts, regardless of whether you previously have authorized them through Online Banking. If the Bank terminates your use of Online Banking, the Bank reserves the right to make no further transfers or electronic payments from your Online Accounts, including any transfers or electronic payments you previously have authorized through Online Banking. The provisions of this Agreement that relate to any obligation or liability arising prior to termination, or the resolution of any dispute regarding such obligation or liability, shall survive termination of the Agreement. By way of example and without restricting the foregoing, Section 6.A and 6.B, 7.A and 7.B, 8.A and 8.F shall survive termination of this Agreement.

J. Changes to Your Contact Information

It is solely your responsibility to assure that the contact information you have provided to us in connection with your use of Online Banking is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. You may make changes to your email address or some of your other contact information by logging into Online Banking through the Bank's website. To change the other contact information, you must contact Customer Service (as provided in Section 8.C) to make other changes to your user profile. The Bank shall have no liability for any payment processing errors or any fees you may incur as a result of inaccurate or outdated contact information for you.

K. General Provisions

The validity, construction and enforcement of this Agreement shall be governed by the laws of the state in which your Primary Account was opened, without regard to its conflicts of laws, and by applicable federal laws and regulations. To the extent permitted by applicable law, if any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and, if practicable, the invalid or unenforceable provision will be reformed to achieve its intended purpose. The Bank shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank. No delay or omission on the part of the Bank in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver by the Bank on any one occasion shall not be construed as a bar or waiver of its rights or remedies on future occasions. The captions of Sections in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

L. Assignment and Service Providers

You may not assign this Agreement or your rights or responsibilities under this Agreement to any other party, and any attempted assignment shall be null and void. The Bank may assign this Agreement to any affiliated entity or any successor. The Bank also may assign or delegate any or all of its rights and responsibilities under this Agreement to one or more independent contractors or other third party service providers, and any rights or responsibilities so assigned or delegated may be exercised or enforced by either the Bank or its service provider. Any reference in this Agreement to the Bank also shall be considered a reference to any service provider performing services under this Agreement on behalf of the Bank.

M. Exclusions of Warranties

All of the Services available through Online Banking are provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

N. Notice and Consent Regarding Electronic Communications

Notice

Unless otherwise required by law, we may provide notice to you either by mail or electronically. If we choose to provide the notice to you by mail, we may mail it separately or with other information to any address on our records for you. If we choose to provide notice electronically, we may send the notice either (i) to one or more of the email addresses we have in our records for you for any of your Online Banking profiles, or (ii) through Online Banking so that you receive the notice if you log in through the BBVA Compass website or when you select a Service to use. You accept responsibility to assure that the contact information in your Online Banking profile is always current and accurate, as required by Section 8.J of this Agreement.

Consent For Electronic Communications

You authorize us, at our discretion, to provide the following to you electronically:

For any Account Communication or Online Banking Communication that we provide to you electronically, we have no obligation to provide you or any other owner or authorized signatory on the related Online Account with a paper copy of that Communication unless and until your consent for electronic Communications is withdrawn as described below. We reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Account Communication or Online Banking Communication.

How Electronic Communications Will Be Provided

All Account Communications and Online Banking Communications that we provide to you electronically will be provided either (1) by e-mail, (2) by access to a website that we will designate in an email notice we send to you at the time the information becomes available, or (3) to the extent permissible by law, by access to a website that we will generally designate in advance for such purpose.

How To Withdraw Your Consent For Electronic Communications

For Electronic Account Communications

If you have consented to receive Account Communications electronically for any BBVA Compass Online Account, you may withdraw this consent by providing notice to us using any of the following methods:

Withdrawing your consent to receive Account Communications electronically will have no effect on your consent to receive Online Banking Communications electronically.

For Electronic Online Banking Communications

You must agree to receive Online Banking Communications electronically in order to obtain our Online Banking services. The only way to withdraw your consent to receive Online Banking Communications electronically is to terminate your subscription to Online Banking. You may terminate your subscription to Online Banking and withdraw your consent to receive Online Banking Communications electronically by calling us at 800-273-1057.

At our option, we may treat your provision of an invalid email address or the subsequent malfunction of a previously valid address as a withdrawal of your consent to receive Account Communications and/or Online Banking Communications electronically. We will not impose any fee to process the withdrawal of your consent to receive electronic Account Communications. Any withdrawal of your consent to receive Account Communications or Online Banking Communications electronically will be effective only after we have had a reasonable period of time to process your withdrawal, and will not affect the legal effectiveness, validity, or enforceability of any Account Communications or Online Banking Communications provided to you electronically under this Agreement.

How To Update Your eMail Address For Electronic Disclosures

It is solely your responsibility to assure that any email address you have provided to us in connection with your use of Online Banking is current and accurate. You may make changes to this email address after logging into Online Banking through our website or by calling us at 800-273-1057. Any change to your email address will be effective only after we have received the changed address and had a reasonable period of time of not less than one business day to process the change.

Internet Computer Requirements

In order to receive access, view and retain electronic Communications, you must have the following computer hardware and software, all of which are referred to collectively as your "Internet Computer":

If you have any questions about these requirements, please call us at 800-273-1057.

Paper Copies of Electronic Communications

You may obtain a paper copy of any Account Communication or Online Banking Communication delivered electronically by printing it yourself. We may make available paper copies of Account Communications or Online Banking Communications that were provided electronically. We reserve the right, subject to applicable law, to charge a fee to provide a paper copy of any Account Communication or Online Banking Communication previously delivered to you electronically. You may call us at 800-273-1057 to find out about the availability of a paper copy of any particular Account Communication or Online Banking Communication, and the amount of any fee you will be charged for that paper copy.

All Communications In Writing

All Communications delivered to you electronically as provided in this Agreement will be considered "in writing" and will be given the same legal effect as any periodic statement, notice, agreement, acknowledgement or other information that is provided on paper. You should print or download for your records a copy of each Communication provided to you electronically, including this Agreement.

Federal Law

You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.

Our Right To Terminate or Change Electronic Communications We reserve the right, in our sole discretion, to discontinue providing electronic Communications to you, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.

O. Consent to Calls

When you give a telephone number directly to us, you consent and authorize us to place non-telemarketing telephone calls to you at that number, regarding any and all accounts you have with us, including accounts you may open in the future. You understand that such telephone "calls" include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from us or our affiliates and agents. As examples, we may place calls to you about fraud alerts, deposit holds, and amounts you owe us (collection calls) on your accounts. We may also send you text messages to facilitate account transactions (e.g., delivering a one-time PIN to you). By agreeing to receive text messages from us, you are also consenting to receive a final opt-out confirmation text message if and when you choose to opt out of a text message service we provide to you. Calls and messages may incur charges from your wireless carrier. This express consent applies to each telephone number that you provide to us now or in the future. Calls and messages may incur charges from your communications provider. You consent and authorize us to monitor, and to record, telephone conversations and other electronic communications you have with us and with our representatives for reasonable business purposes, including security and quality assurance. We will not remind you that we may be monitoring or recording a call at the outset of the call unless required by law to do so.

Schedule of Service Charges for Online Banking Services

Online Banking

No Charge

Bill Pay Service

No Charge

Stop Payment Fee

$25 / request

(For each Stop Payment on a check requested through Online Banking)

Paper Copy of Statement or Check

As provided in the Account Agreement

Pay People Service

Send Money Usage Fee (3-day, Next Day)

No Charge

Instant Delivery Fee

$3 / payment

Stop Payment Fee

$15 / request

e-Greeting Fee

$0.25 / e-Greeting

Request Money Fee (3-Day)

  • Request Amt: $1.00 - $249.99, Fee: $0.50

  • Request Amt: $250.00 - $999.99, Fee: $0.75

  • Request Amt: $1,000.00 - Above, Fee: $1.50

Transfer from External Account Service

No Charge

Transfer to External Account Service

Usage Fee

$3/ transfer

International Transfer Service

Usage Fee

$5/ transfer (No charge for Preferred Clients)

Wire Transfer Service for Consumer Accounts

Usage Fee

$15/ wire transfer

Wire Transfer Service for Commercial Accounts

Set-up Fee

$50 / account set-up

Usage Fee

$15 / wire transfer

ACH Payment Service for Commercial Accounts

Set-up fee

$50 / account set-up

Usage Fee

$1 / ACH payment

Returned Item Fee

$3 / returned item

Return ACH Fax Notification

$6 / per day

BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group.
Compass Bank, Member FDIC.

Rev. 6/2014