Online Banking Agreement

Agreement and Disclosure Statement for Online Banking

This Agreement and Disclosure Statement (this "Agreement") governs the online banking services available through Compass Bank as described in this Agreement, which are referred to individually as a "Service" and collectively as the "Services" or "Online Banking". In this Agreement, the terms "Bank", "we" and "us" refer to Compass Bank. The terms "you" and "your" refer to the person who is subscribing to Online Banking. The term "person" refers to an individual or an entity.

Please read this Agreement carefully and keep it for your records. By subscribing to Online Banking, or by accessing or permitting another to access your subscription to Online Banking, you agree to the terms and conditions of this Agreement. This Agreement covers, among other things:

When you first access Online Banking, please check to confirm that each Online Account (as defined in Section 3 below) is a Compass Bank account that you requested to be included in your subscription to Online Banking. If not, please contact us immediately as provided in Section 8 below.

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 a Compass Bank account included within your subscription to Online Banking (an "Account Agreement"). For example, if you have included your Compass Bank 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 this Agreement will apply, unless otherwise provided in this Agreement.

2. Accessing Online Banking

To access Online Banking, you must have access to both a computer (including any necessary related equipment and software) and the Internet (including telecommunications service, a Web browser with standard features, and the ability to receive e-mail at a designated e-mail address), all of which are referred to collectively as your "Internet Computer". You understand that your Internet Computer must meet the technical standards required to access and use Online Banking (the "Technical Standards"), which are available on the Bank's Web site at www.bbvacompass.com and which the Bank may update from time to time. These Technical Standards may require you to use or activate specific Internet browser software features, plug-ins and add-ons, such as JavaScript support and "cookies", in order to access Online Banking. You are solely responsible for acquiring and maintaining your Internet Computer, for assuring that your Internet Computer meets the applicable Technical Standards at all times, and for all costs associated with your use of Online Banking.

You may choose to use a third party's financial management software, such as Quicken®, Microsoft® Money or QuickBooks® (your "Software") in connection with Online Banking. You are responsible for obtaining and maintaining a valid and separate license agreement with the provider of your Software. The Bank is not responsible for any losses related to errors, failures, misapplications, or malfunctions of your Internet Computer or your Software, or to any computer virus or malicious software affecting your Internet Computer or Software. In the event of any conflict between this Agreement and any material provided with your Internet Computer or Software regarding the Bank's obligations to you, the terms of this Agreement will apply.

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 logging in directly on the Bank's Web site at www.bbvacompass.com.

3. Online Accounts

The term "Online Account" refers to each of your Compass Bank accounts that you request and we permit you to include in your subscription to Online Banking. The Bank, in its sole discretion, will designate the specific types of Compass Bank accounts that are eligible to be Online Accounts, and, from time to time, may change this designation for any type of account. The Online Terms include a list of the types of accounts currently eligible to be Online Accounts, or you may call 800-273-1057 to obtain this information. To the fullest extent permitted by law, the Bank reserves the right to refuse to include any eligible Compass Bank account within your subscription to Online Banking. The maximum number of accounts that may be included in one subscription for Online Banking is seventy-five (75).

Any obligation that the Bank may have, whether under the applicable Account Agreement or otherwise, to verify two or more signatures or other form of authorization before making payment from any Compass Bank account does not apply to transfers and bill payments requested through Online Banking. By requesting the Bank to include any Compass Bank account as an Online Account, you waive any right you may have to require the Bank to verify two or more signatures or other form of authorization before making payment from that 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 bill payment requested and authorized through Online Banking by only one person.

One of your 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 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 checking, savings or money market account and you later add such an account to your subscription, the Bank automatically will re-designate this account as your new Primary Account.

As a security precaution, the Bank may use less than the full account number to identify any of your Online Accounts within Online Banking or any alerts that the Bank sends to you. If the Bank chooses to do so, each Online Account will be identified by a name or nickname you have designated for it and/or the last four digits of the account number (such as "My Checking / *9999").

4. Description of the Services

The Services allow you to perform certain banking and bill payment functions and to obtain certain bill delivery and account information in conjunction with your Internet Computer and any Software you may use. Depending on how you access Online Banking, you may use some or all of the Services described in this Section 4. From time to time, 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.

Not all of the Services are available for or applicable to all types of Compass Bank accounts. The Bank, in its sole discretion, will determine the specific types of Compass Bank 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 Compass Bank 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 Compass Bank accounts that are the same type of account as your Online Account.

a. Banking Services

i. Transfers between Online Accounts  

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

  • The Bank, in its sole discretion, will designate both the specific types of Online Accounts to and from which transfers are permitted to be made and the kinds of transfers that may be made. From time to time, the Bank may change this designation for any type of account. You may call 800-273-1057 to learn the types of Online Accounts for which this Service currently is available and the kinds of transfers that may be made.
  • In addition to making transfers that are effective immediately, you also may make future-dated transfers, either one-time or recurring, from designated types of Online Accounts, as described more fully in the Online Terms.
  • If you use this Service to request an immediately effective transfer and we receive the request on a Business Day before the Cutoff Time, your request will be processed as soon as the Bank receives it. The "Cutoff Time" is 8 p.m. Central Time. If we receive a request for an immediately effective transfer after the Cutoff Time on a Business Day or on a day that is not a Business Day, then the request will be processed on the next Business Day. Requests for future-dated transfers will be processed on the requested transfer day if that day is a Business Day or, if the requested transfer day is not a Business Day, on the first Business Day following the requested transfer day. It is your responsibility to schedule each transfer far enough in advance to assure that we have sufficient time to receive and process your transfer request, taking into consideration our Business Days and the Cutoff Time described above. Future-dated transfers may be cancelled through Online Banking if the cancellation is received by the Bank before the Cutoff Time on the Business Day prior to the Business Day the transfer request will be processed.
  • Transfers to and from Compass Bank deposit accounts will be reflected immediately in the available balance for each deposit account, but will not be reflected immediately in the posted balance for those accounts. Transfers to and from other kinds of accounts may not be reflected immediately in the available balance or posted balance for those accounts. When the Bank processes a transfer request to or from any Online Account other than a credit card account, the transfer usually will be posted to that account on the next Business Day and will be effective as of the date we process the transfer. A transfer credit to a credit card account (which includes most HELOC accounts) will be posted to the credit card account on the Business Day after it is processed and will be effective as of the date the credit is posted. The time at which the Bank posts a transfer in its official records for an account may differ from the time at which the transfer is reflected in the information provided through Online Banking. A transfer to a credit card account, line of credit (other than a line of credit accessed through a deposit account) or loan account may not be reflected in the balance for that account provided through Online Banking until the Business Day after the transfer is posted.
  • A transfer request is not necessarily received by the Bank when you transmit the request. Your Internet Computer or your Software may prevent or interrupt the Bank's receipt of your transfer request. You should not assume that a transfer request has been received by the Bank unless you receive an electronic confirmation from the Bank.
  • You may not make more than one transfer from one Online Account to another Online Account in exactly the same amount between the Cutoff Time on one Business Day and the Cutoff Time on the next Business Day. If you request two or more such transfers, only the first transfer request will be transmitted.
  • Your ability to transfer funds from certain accounts may be restricted or limited by either federal law or the terms of the Account Agreements. For example, federal regulations limit you to six (6) preauthorized electronic fund transfers, telephone transfers, checks and point-of-sale transactions from any money market account during a single statement cycle. Each transfer or bill payment through Online Banking from your money market account is counted as one of the six (6) limited transfers permitted each statement period. Please check your Account Agreements for any other limitations.
  • Your ability to transfer funds between certain Online Accounts may be limited by your Software or the manner in which you use your Software. For example, your Software may not allow you to make transfers between Online Accounts placed in separate files in your Software.
  • You may not make a transfer from one Online Account to another in an amount that is greater than $999,999.99.
  • The Bank reserves the right to limit the frequency and dollar amount of transactions from your Online Accounts for security reasons.

ii. Secure Electronic Mail 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 accessing Online Banking, either through your Software or by logging in directly on the Bank's Web site.

From time to time, the Bank may send unsecured electronic mail to your e-mail address to notify you that certain information is available. The Bank will not ask you to send personal information, such as account numbers and passwords, to the Bank in an unsecured e-mail. 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 e-mail.

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 – for example, if you need to stop payment on a check, to report unauthorized use of the security code, or to report an unauthorized transaction from one of your accounts. If you need to contact the Bank immediately, use the contact information provided in Section 8 of this Agreement or on the Bank's Web site. 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.

iii. Online Account Information

You may use this Service to obtain balances and other information about those of your 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:

  • Online Account Information that is available to you may vary depending on whether you access Online Banking through the Bank's Web site or through your Software.
  • Not all of your Online Account Information can be downloaded into your Software, and the Online Account Information available for download may not reflect all of the activity on your Online Accounts.
  • Online Account Information is provided as a convenience to you for tracking purposes only. The Online Account Information may not reflect transactions that have not yet been completed or settled, and is not the official record for any Online Account. Because the balance of some Online Accounts is subject to change at any time, the Online Account Information may become quickly outdated.
  • The Bank does not guarantee either (i) the availability or accuracy of any Online Account Information, or (ii) your ability to download and/or store any Online Account Information.
  • The Bank will not be liable for damages of any kind arising from (i) your inability to access any Online Account Information, (ii) inaccurate content in, or your use of or reliance on the contents of any Online Account Information, or (iii) your inability to download and/or store any Online Account Information.
  • You undertake any downloading and storage of Online Account Information at your own risk. If you download Online Account Information, you are responsible for maintaining the security and confidentiality of that information, and you assume all risk that any downloaded Online Account Information may be accessed by unauthorized third parties, including any person you allow to access your Software. We are not responsible for the security and confidentiality of any Online Account Information that you download using wireless connections, which may permit other persons to access the Online Account Information being downloaded. You accept full and sole responsibility for any damage that might occur to your Internet Computer, your Software, or any other equipment or software in connection with the downloading and storing of any Online Account Information, including the loss or corruption of any data.

iv. Online Statements and Electronic Notices

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

v. Online Check Images

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

vi. Alerts

You may request the Bank to send you any of the alerts made available through this Service by logging into Online Banking through the Bank's Web site. The Bank may add new alerts or discontinue existing alerts at any time. We will send alerts to the electronic addresses you provide. You are responsible for ensuring that your electronic addresses are correct.

Your receipt of any alert may be delayed or prevented by your internet service 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, delayed delivery, wrong delivery of an alert, 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 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 Online Accounts in an alert, the alert may include your name and some information about your Online Accounts. Depending on where you instruct us to send your alerts, anyone with access to your e-mail may be able to view the contents of these alerts.

b. Bill Pay Services

You may use the Bill Pay Service to initiate payments electronically from any Online Account for which this Service is available. You also may use the Bill Pay Service to receive electronic bills from your creditors.

Definitions

i. Bill Payment Function

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

  • Any payment on behalf of a third party,
  • Any tax payment,
  • Any court-ordered payment,
  • Any payment to settle securities transactions,
  • Any payment to a Biller located outside the United States, or
  • Any payment using funds that were sent to you from outside the United States if the funds were accompanied by instructions specifying one or more payments to be made with those funds.

In no event shall the Bank be liable for any claims or damages resulting from your scheduling any of these types of payments. The Bill Pay Guarantee described in this Section 4.b.i below does not apply to these types of prohibited payments, even if the Bill Pay Service allows them to be scheduled or made. The Bank has no obligation to research or resolve any claim relating to or resulting from the misapplication, misposting or misdirection of these types of payments, and you accept full responsibility for the resolution of all such claims.

If there are insufficient funds in the Payment Account to cover any Scheduled Payment, the Bill Pay Service may either (i) make the Scheduled Payment, even if it overdraws the Payment Account or (ii) decline to make the Scheduled Payment. In either event, you are responsible for any non-sufficient funds or overdraft charges authorized in the Account Agreement for the Payment Account. The Bank has no obligation to inform you if the Bill Pay Service declines to make a Scheduled Payment because there are insufficient funds in the Payment Account. In this situation, you are responsible for rescheduling the payment through Online Banking or making alternate arrangements. You agree that, if the Bill Pay Service is used to make a Scheduled Payment that overdraws the Payment Account:

ii. Electronic Bill Delivery Function

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

The period of time between your request for electronic bills and your receipt of your first electronic bill varies from Biller to Biller, and may take up to sixty (60) days, depending on the Biller's billing cycle and whether you must provide any additional information to us regarding that Biller. Each Biller reserves the right to accept or deny your request to receive electronic bills. Each Biller also will determine, in its sole discretion, whether you may receive a paper copy of your bills in addition to your electronic bills.

The Bank has no responsibility for the accuracy of any electronic bill. It is also solely your responsibility: (A) to monitor your electronic bills; (b) to contact the Biller directly if you do not receive a bill when due, if you dispute or have any questions about a bill, or if you need a copy of a previously delivered bill, and (C) to assure timely payment of all of your bills, including those for which you have requested electronic bills through the Bill Pay Service. The Bank shall have no liability if you fail to receive an electronic bill from any Biller in a timely manner, regardless of the cause for such failure.

c. MyCompass Services

The MyCompass Service permits you to aggregate and access information regarding your Compass Bank accounts and your accounts with other companies through Online Banking. The accounts you designate for account aggregations in the MyCompass Service are together referred to as "MyCompass Accounts." In order to receive the MyCompass Service, you must access Online Banking by logging in directly on the Bank's Web site and accepting the additional terms for this Service. The terms for MyCompass contain limitations of liability and other provisions that are more restrictive than the provisions contained in this Agreement. If you chose to receive this Service, the additional terms for MyCompass are incorporated by reference into this Agreement.

5. Charges for Online Banking

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

a. Monthly Fee.

You agree to pay the applicable monthly fee (if any fee applies) that is shown in the Bank's schedule of service charges for Online Banking, as that schedule may be revised from time to time (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.

b. Usage Based Fees.

You also agree to pay any applicable fee that is based on your usage of a particular Service, if any (each, a "Usage Fee"). For example, a Usage Fee may be based on the number of Bill Pay requests you transmit or the number of check images you view during a period of time.

c. About Fees Generally.

You authorize the Bank to deduct any applicable Monthly Fee and Usage Fee from your Primary Account. If the funds in your Primary Account are insufficient to pay any applicable fees for Online Banking, you authorize the Bank to deduct these fees from any other Online Account included within this subscription. 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 18 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 Online Account will continue to apply.

Schedule of Service Charges
For Online Banking Services

For New Online Banking Services:

Consumer Pricing – If all of your Online Banking Accounts are consumer accounts, the following fees and charges apply:


Banking Services

FREE

Bill Pay Service

  • For one or more Basic Checking accounts

$4.95 / month
  • All other accounts

FREE

Commercial/Non-Consumer Pricing – If any of your Online Banking Accounts is a commercial or non-consumer account, the following fees and charges apply:


Banking Services

FREE

Bill Pay Service

FREE

For Existing Online Banking Services

  • For Services established on or after January 3, 2005:

Consumer Pricing – If all of your Online Banking Accounts are consumer accounts, the following fees and charges apply:


Banking Services

FREE

Bill Pay Service

  • For one or more Basic Checking accounts

$4.95 / month
  • All other accounts

FREE

Commercial/Non-Consumer Pricing – If any of your Online Banking Accounts is a commercial or non-consumer account, the following fees and charges apply:


Banking Services

$10 / month*

Bill Pay Service

$5 / month*

* The monthly fees for Online Banking will be waived if a Free Business Checking account or a CompassWorks checking account is included as your Primary Account for Online Banking.

  • For Services established before January 3, 2005:

Consumer Pricing – If all of your Online Banking Accounts are consumer accounts, the following fees and charges apply:


Banking Services

$2.95 / month*

Bill Pay Service

$4.95 / month*

* If you received these Services free when Online Banking was established for you, these Services will remain free.

Commercial/Non-Consumer Pricing – If any of your Online Banking Accounts is a commercial or non-consumer account, the following fees and charges apply:


Banking Services

$10 / month**

Bill Pay Service

$5 / month**

** The monthly fees for Online Banking will be waived if a Free Business Checking account or a CompassWorks checking account is included as your Primary Account for Online Banking.

6. Security Procedure for Accessing Online Banking

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 codes, images ("Security Images"), phrases, questions with a matching answer, or other types of security techniques, all of which are referred to together and separately as your "Security Codes". For certain Services, you may be required to select additional Security Codes. In selecting your Security Codes, you should select items that are different from any other security code that you may have for other Compass products or for other secure accounts you have with others. The Bank requires you to use the Security Codes to gain access to Online Banking, and you will not be allowed to access Online Banking without your Security Codes. 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. You agree that use of your Security Codes will authenticate your identity and verify the instructions you provide to us.

b. Your Obligations

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. You agree to reveal the Security Codes only to individuals who are authorized signatories on each and every Online Account and each and every MyCompass Account. You also agree to review promptly each periodic statement that you receive from the Bank on an Online Account or that you receive from another company on a MyCompass Account in order to detect any unauthorized transactions. You understand that anyone who obtains your Security Codes can access your Online Accounts and the information on MyCompass 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 or your MyCompass 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. You agree to implement the necessary controls, balancing and reconciliation functions, and audit procedures to protect Online Accounts and MyCompass Accounts from theft or misuse. We may present one or more of your Security Images to you when you access Online Banking through the Compass Web site to help you distinguish the Online Banking site from a fraudulent site created to look like a Compass Bank site. You agree not to attempt to access a site that appears to be a Compass Bank site but fails to present your Security Images to you.

7. Periodic Statements.

For any Online Account to or from which any transfer or bill 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 other Online Accounts to or from which any transfer or bill 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 bill 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.

8. 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 from an Online Account, telephone the Bank immediately at: 800-273-1057.
If you are unable to call, you may also write the Bank at:

Compass Bank
Online Banking Support
701 South 32nd Street
Birmingham, Alabama 35233

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 MyCompass Account, you agree to contact the company 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 or MyCompass Accounts, including changing your Security Codes.

9. Your Liability for Consumer Accounts.

You are responsible for all transfers and bill 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 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 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 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 an Online Account that you did not make. For any 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. 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.

10. Bank's Liability for Consumer Accounts.

The Bank is responsible for any damages you incur in connection with any Online Account 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 Internet Computer or Software.

11. Your Liability for Commercial Accounts.

You agree that the Security Codes described in Section 6 of this Agreement are commercially reasonable security procedures. You agree to be bound by all transfers and bill payments on commercial Online Accounts requested through Online Banking using your Security Codes unless you have notified the Bank, as provided in Section 8 above, that any of your Security Codes are subject to unauthorized use or that you suspect unauthorized transactions on an Online Account and the Bank has had a reasonable opportunity to act on your notice. You also 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 Online Account until you have notified the Bank of any possible unauthorized use or transactions. Neither 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 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.

12. 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 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.

13. 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 Web site.

14. Error Resolution.

a. Consumer Accounts.

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

Compass Bank
Online Banking Support
701 South 32nd Street
Birmingham, Alabama 35233

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:

  • Tell us your name and account number(s).
  • Describe the suspected error or the transfers or bill payments you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
  • Tell us the dollar amount of the suspected error.

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.

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

b. 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 e-mail 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 Online Account, contact the Bank immediately. Telephone the Bank at: 800-273-1057, or write the Bank at:

Compass Bank
Online Banking Support
701 South 32nd Street
Birmingham, Alabama 35233

You should give us the following information:

  • Tell us your name and account number(s).
  • Describe the suspected 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.
  • Tell us the dollar amount of the suspected error.

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.

15. 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 Bill Pay 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.

16. Arbitration and Waiver of Jury Trial

a. Arbitration Provisions.

By subscribing to Online Banking, or by accessing or permitting another to access your subscription to Online Banking, you agree that if a dispute of any kind arises under or relates to this Agreement, use of your subscription to Online Banking, any of your Online Banking Accounts, or any transfers involving your Online Banking Accounts, 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 usually an informal proceeding in which disputes are decided by one or more neutral arbitrators who receive the evidence at a hearing 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 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 from or relate to this Agreement, use of your subscription to Online Banking, any of your Online Banking Accounts, any transfers involving your Online Banking Accounts, or any advertisements, promotions, or oral or written statements related to this Agreement or Online Banking, 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 the scope or enforceability 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 scope of the jurisdiction of the small claims court. You or we may choose either the American Arbitration Association ("AAA") or the National Arbitration Forum ("NAF"), within ten (10) days of the written demand for arbitration, to conduct any arbitration under this Agreement, or you and we may agree upon a different arbitrator. In any event, any arbitration under this Agreement shall be conducted in accordance with the applicable arbitration rules of the arbitrator or arbitration organization ("Rules"). If an arbitrator other that 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 the AAA or the NAF in accordance with the Rules in effect at the time the notice is filed. The demand for arbitration may be made before or after commencement of any litigation. You should contact the AAA at 800-778-7879 or http://www.adr.org/, or the NAF at 800-474-2371 or http://www.arb-forum.com/, for more information about arbitration. If for any reason the AAA or the NAF 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 other doctrine bars the arbitration of any Claim shall be decided by arbitration 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 arbitration proceedings between you and us, and a Claim shall not be arbitrated on a class action, private attorney general, or other representative basis. Any dispute regarding the prohibitions in the prior sentence shall be resolved by the arbitrator(s) in accordance with this agreement.

Nothing in this arbitration provision shall limit the right of you or us, 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.

When the aggregate of all Claims by both you and us does not exceed $100,000, 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 $100,000, a panel of three arbitrators shall decide all Claims. Each arbitrator, whether or not acting under the 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: actively engaged in the practice of law for at least 5 years or a retired judge.

You and we agree that the arbitrator(s): shall limit discovery to matters directly relevant to the arbitrated dispute; shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; shall have authority to grant relief only with respect to Claims asserted by or against you individually; 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 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. 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 arbitration. Upon written request by you, for claims up to $50,000, we will pay to the AAA or NAF 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 fees or other costs in connection with the arbitration. Any arbitration proceedings shall be conducted in the federal judicial district of your residence. 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. If any portion of the arbitration provision other than the prohibition against the arbitration of joined, consolidated or class actions is deemed invalid or unenforceable, the remaining portions of the arbitration provision will remain valid and enforceable. This arbitration provision shall survive termination of this Agreement and the closing of any or all of your Online Banking Accounts.

b. Waiver of Jury Trial

This provision limits your right 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.

17. Business Days and Hours of Operation.

For the purposes of this Agreement, the term "Business Day" means Monday through Friday, excluding all holidays recognized by the federal government. You can use Online Banking 24 hours a day, seven days a week, subject to regular daily maintenance periods and any special maintenance periods. The Bank can process requests for transfers and bill payments only on Business Days.

18. Changing this Agreement.

The Bank may change this Agreement from time to time, as follows:
(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 notice to you.
(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 24 below.
(iii) For changes not described in (i) and (ii) above, the Bank may notify you as provided in Section 24 below.
Your continued use of Online Banking following the effective date of a change signifies your acceptance of the change.

19. 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 24. 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 bill 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 bill 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 bill payments from your Online Accounts, including any transfers or bill payments you previously have authorized through Online Banking.

20. 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 e-mail addresses. You may make changes to your e-mail address after logging into Online Banking through the Bank's Web site, but you must contact Customer Service (as provided in Section 8) 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.

21. General Provisions.

The validity, construction and enforcement of this Agreement shall be governed by the laws of the state in which each Online Account was opened, without regard to its conflicts of laws, and by applicable Federal laws and regulations; provided, however, in the event of a dispute regarding any services provided on behalf of the Bank by CheckFree Services Corporation, then this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws. 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.

22. 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.

23. 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.

24. 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 e-mail addresses we have in our records for you for Online Banking, or (ii) through Online Banking so that you receive the notice if you log in through the Compass Web site 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 20 of this Agreement.


Revision date: 2/15/2010

Compass Bank is a Member FDIC. ©2010 Compass Bancshares, Inc.