Agreement and Disclosure Statement for Online Banking

Index

What This Agreement Covers
Accessing Online Banking
Online Accounts
Security Procedures
1. Security Codes
2. Your Obligations
Online Banking Services
Additional Services for Consumer Accounts Only
1. Simple Personal Payments Service
Additional Services for Commercial Accounts Only
1. Wire Transfer Service
2. ACH Payment Service
Provisions Applicable Only to Consumer Accounts
Provisions Applicable Only to Commercial Accounts
Other Terms and Conditions

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". In this Agreement, the terms "Bank", "we" and "us" refer to Compass Bank, a member of the BBVA Group. 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:

The Bank's obligations to you;
Your obligations as a user of Online Banking;
Waiver of any requirement for two or more signatures on checks or other items drawn on an account included within a subscription to Online Banking;
The ways in which the Bank may send you notices and disclosures;
Your agreement with the Bank to use either binding arbitration or judicial reference for most disputes arising under this Agreement or concerning any Service made available through Online Banking and to waive the right to a trial by jury;
Limitations on the Bank's liability to you; and
How we may make changes to this Agreement.

When you first access Online Banking, please check to confirm that each Online Account (as defined in Section 3 below) is a BBVA Compass account that you requested to be included in your subscription to Online Banking. If not, please contact us immediately as provided in Section 10.C 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 BBVA Compass account included within your subscription to Online Banking (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 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® 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. We reserve the right to require you to access Online Banking by logging in directly on the Bank’s Web site.

3. Online Accounts

The term "Online Account" refers to each of your BBVA Compass accounts that you request and we permit you to include in your subscription to Online Banking. 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 BBVA Compass accounts that are eligible to be Online Accounts, and may change these designations from time to time. 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 BBVA Compass 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 or other form of authorization before making payment from any BBVA Compass account does not apply to transfers and bill payments requested through Online Banking. By requesting the Bank to include any BBVA Compass 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. 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 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". 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. 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 e-mail address shown on the Bank’s records.

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. 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. 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 the BBVA Compass site. You agree not to attempt to access a site that appears to be the BBVA Compass site but fails to present your Security Images to you.

5. Online Banking 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 5. 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. The Bank also may provide you the option to use Online Banking to take certain actions on an Online Account that are permitted under the Account Agreement. For example, we may offer the option to request paper copies of statements and checks for an Online Account. If you use any such option to take action on an Online Account, you will be charged any fees provided in the Account Agreement for that action.

Not all of the Services are available for or applicable to all types of BBVA Compass accounts. The Bank, in its sole discretion, will determine the specific types of BBVA Compass 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 BBVA Compass 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 BBVA Compass 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 BBVA Compass 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 home equity line of credit 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 $9,999,999.99.
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 logged in to 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 10.C 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 Service

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

"Bill Pay" or "the Bill Pay Service" means the bill payment service offered by BBVA Compass, which may be provided either directly by the Bank or indirectly through the Bank's service provider.
"Biller" means the person or entity to which you wish a bill payment to be directed or from which you receive electronic bills, as the case may be. You may make payments only to a Biller with a United States address.
"Business Day" means every Monday through Friday, excluding all holidays recognized by the federal government.
"Due Date" means the date on which your payment is due, as shown on your Biller's statement. The Due Date is not the date on or after which your payment is considered late.
"Payment Account" means the Online Account from which a bill payment will be debited.
"Payment Instruction" means the information you provide through the Bill Pay Service regarding a bill payment to be made on your behalf to a Biller (such as, but not limited to, the Biller's name, the Biller's account number, and Scheduled Payment Date).
"Scheduled Payment" means a payment that has been scheduled through the Bill Pay Service.
"Scheduled Payment Date" means the date included in your Payment Instruction as the date on which you want your Biller to receive your bill payment.

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:

Payment Methods. The Bank reserves the right to select the method by which Scheduled Payments will be made on your behalf to your Biller. These payment methods may include, but are not limited to: (a) transferring funds electronically to the Biller; (b) preparing a check or a laser draft that is payable to the Biller, then sending this check or draft to the Biller; or (c) any other means chosen by the Bank in its sole discretion.
Limitations on Payment Amounts. You may not make a payment to a Biller that is in an amount 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.
Restrictions on Billers. Occasionally a Biller may choose not to participate in Bill Pay, or may require additional information before accepting payments. We will work with these Billers to encourage them to accept an electronic or check payment from the Bank. If we are unsuccessful, or if we determine that the Biller cannot process payments in a timely manner, we may decline future payments to this Biller. In the unlikely event that this occurs, we will promptly send you a notice. Any obligations that you wish to pay through Online Banking with Bill Pay must be payable in U.S. dollars to a Biller located in the United States. We reserve the right to restrict categories of Billers to whom payments may be made using this Service. The Bank is not responsible for the refusal by any Biller to accept payment made using the Bill Pay Service.
Prohibited Payments. You agree not to use the Bill Pay Service to make:

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 5.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.

Bank's Right to Refuse Certain Payment Requests. The Bank may refuse to honor any payment requests that reasonably appear to the Bank to be fraudulent, unauthorized, erroneous, illegal or prohibited under this Agreement, or as otherwise permitted by law, and the Bank shall have no liability for its refusal to honor these payment requests.
Payment Scheduling. For each bill payment you attempt to schedule, the Bill Pay Service will designate the earliest possible Scheduled Payment Date for that Biller, which typically is four (4) or fewer Business Days from the current date. The Bill Pay Service will not permit you to select a Scheduled Payment Date that occurs before the earliest possible Scheduled Payment Date designated for each Biller. When scheduling a bill payment, you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. You are responsible for any late charge, finance charge, penalty or default or other consequence that may result from your selecting a Scheduled Payment Date later than the Due Date.
Your Authorization. By providing the Bill Pay Service with the name of a Biller and information about your account with that Biller, you authorize the Bill Pay Service to contact the Biller about your payments made or to be made through Bill Pay. You agree that, in order to process payments more efficiently, the Bill Pay Service may edit or alter payment data or data formats according to the Biller's directives. By submitting Payment Instructions through Online Banking, you authorize the Bill Pay Service to debit your Payment Account and remit funds on your behalf so that the funds arrive as closely as reasonably possible to the Scheduled Payment Date.
Changes to Payment Account or Biller Information. Any change in the selection of your Payment Account or the information for a Biller must be made in accordance with the Online Terms or your Software. Any changes you make to Payment Account or Biller information may become effective immediately for scheduled and future payments, but will not apply to any payment that has begun processing at the time of your change. The Bank shall have no liability for any payment processing errors or any fees you may incur if you do not provide accurate Payment Account or Biller information.
Insufficient Funds in a Payment Account. You agree to submit Payment Instructions for a bill payment only when there are or will be sufficient funds in the Payment Account on the Scheduled Payment Date to cover both that payment and any other items or charges to be paid from the Payment Account.

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:

You will reimburse the Bank or its service provider, as applicable, immediately upon demand for any funds advanced on your behalf;
For any amount not reimbursed within fifteen (15) days after initial demand, the Bank or its service provider, as applicable, may require you to pay a late charge equal to 1.5% of the amount advanced. This late charge is in addition to any non-sufficient funds or overdraft charges imposed under the Account Agreement for the Payment Account;
You will reimburse us for any fees incurred in attempting to collect the amount of the advanced funds and any late charge from you; and,
The Bank may report the facts concerning the return to any credit reporting agency.
Returned Payments/Credits to Your Payment Account. You understand that payments made through the Bill Pay Service may be returned for a variety of reasons, including, but not limited to, the following: changes to a Biller's address; changes to an account number; the Bill Pay Service having been provided with incorrect information about a Biller or your account with a Biller; a Biller's inability to identify your account or any outstanding balance owed on your account. The Bill Pay Service will try to correct any obvious errors that may have caused the payment to be returned and then to resend the corrected payment, but the Bank shall have no liability for returned payments that were sent according to your Payment Instructions. You also authorize the Bill Pay Service to credit your Payment Account for any returned Scheduled Payments and for any payments sent to you through the Bill Pay Service.
Canceling a Scheduled Payment. You may cancel or edit any Scheduled Payment (including recurring payments) that has not begun processing by following the directions within the Bill Pay Service. There is no charge for canceling or editing a Scheduled Payment that has not begun processing. Once the Bill Pay Service has begun processing a Scheduled Payment, you cannot cancel or edit the Scheduled Payment, but you may be able to stop the Scheduled Payment by submitting a stop payment request.
Stop Payment Requests on Scheduled Payments. If you wish to stop a Scheduled Payment once it has begun processing, you should call the Bank at 800-273-1057 as soon as possible. The Bank also may require you to make your request in writing, as provided in the applicable Account Agreement. The Bank's ability to stop any Scheduled Payment will depend on both the method used to make that payment and when you contact the Bank. Some payment requests cannot be stopped once processing has begun. For Scheduled Payments that can be stopped, the Bank must receive your stop payment request in sufficient time to allow the payment to be voided, which generally will be at least three (3) Business Days before the Scheduled Payment Date. If the Bank is unable to stop your Scheduled Payment, it will be processed according to your original Payment Instructions, and the Bank will have no liability for failing to stop this Scheduled Payment. The charge for each stop payment request will be the current charge provided in the applicable Account Agreement.
Bill Pay Guarantee. Due to circumstances beyond the Bank's control, particularly delays by Billers in handling and posting payments, some Scheduled Payments may take longer than expected to be credited to your account with a Biller. You will be reimbursed up to $50 for any late charges you incur for a Scheduled Payment posted after its Due Date as long as you have scheduled that payment according to the guidelines described under "Payment Scheduling" in this Agreement.

ii. Electronic Bill Delivery Function

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

Activation and Authorization. To use this Service, you must access Online Banking through the Bank's Web site. When you activate the electronic bill function for any Biller, you authorize and direct the Bank: (A) to notify the Biller of your request to receive electronic bills; (B) to obtain electronic bills and related billing data from that Biller on your behalf; and (C) to provide the information requested by the Biller about you and each account for which you request electronic bills from the Biller, including without limitation your name, address, e-mail address and any username and/or password for that Biller. You promise not to activate the electronic bill function for any Biller unless you are entitled to receive the bill requested from that Biller, and to indemnify the Bank for any damages it may incur if you fail to keep this promise.

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.

Your Responsibility for Electronic Bills. It is solely your responsibility to obtain and maintain all usernames and passwords required by any Biller, and to update or otherwise change your personal information (such as name, address, phone numbers and e-mail addresses) with any Biller from which you receive electronic bills. The Bill Pay Service is unable to make changes to this information, and you must contact a Biller directly to make any changes.

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.

Delivery of Electronic Bills and Notifications. In addition to delivering electronic bills within the Bill Pay Service, the Bank, in its sole discretion, may send notification to the e-mail address associated with your subscription to Online Banking when a new electronic bill becomes available. It is solely your responsibility to assure that the e-mail address you provided to the Bank is current and accurate. The Bank shall have no liability if you fail to receive a notification about a new electronic bill, regardless of the cause for such failure.
Cancellation of Electronic Bills. Each Biller reserves the right to cancel the delivery of electronic bills at any time. You may cancel electronic bill delivery through the Bill Pay Service for some or all Billers at any time. Although the Bill Pay Service will notify each Biller when you cancel electronic bill delivery from that Biller, you are solely responsible to make arrangements for an alternative form of bill delivery. The period of time between your cancellation of any electronic bill and your receipt of the bill in an alternative form varies from Biller to Biller, and may take up to sixty (60) days, depending on the Biller's billing cycle. Once you have cancelled electronic bills from a Biller, we have no responsibility to deliver any electronic bill from that Biller, including bills already in process at the time of cancellation.

C. Stop Payment Requests

You may use this function to request the Bank to stop any payment on a check drawn on any Online Account (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 5.B.i of this Agreement for additional information. The charge for each stop payment request submitted through Online Banking will be the fee provided in Section 10.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 10.A. below.

D. MyCompass Service

The MyCompass Service permits you to aggregate and access information regarding your BBVA Compass 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 choose to receive this Service, the additional terms for MyCompass are incorporated by reference into this Agreement.

6. Additional Services for Consumer Accounts Only

A. Simple Personal Payments Service

The Simple Personal Payments Service permits Online Banking users to send and receive payments through the system described below.

Definitions:

“Affiliates” refer to companies related by common ownership or control.
“Payment Instruction” is the information provided by the Sender to this Service for a payment to be made (such as, but not limited to, name, telephone number, and email address).
“Personal Payment Site” means the Web site through which this Service is offered.
“Receiver” is a person or entity that is sent a payment through this Service.
“Sender” is a person or entity that sends a payment through this Service.
“Service Provider” means companies that we have engaged to render some or all of this Service to you on our behalf.
“Transaction Account” is the Online Account from which your payments as a Sender will be debited, the fees for this Service will be automatically debited, or to which any payments and credits owed to you under this Addendum will be credited.
“SMS” refers to the “short message service” or text messages that may be transmitted over mobile phones.

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.

Eligibility For This Service. The Service is offered only to individual residents of the United States who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not offered to minors. By using the Service, you represent that you meet these requirements and that you agree to be bound by this Agreement.
Service Providers. We may offer this Service through one or more “Service Providers” that we have engaged to render some or all of the Service on our behalf. You agree that we have the right under this Agreement to delegate to Service Providers all of the rights and performance obligations that we have under this Agreement, and that the Service Providers will be third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us.
Using This Service. With this Service, as a Sender you may make one-time payments to any Receiver who has an e-mail address or a mobile number that receives SMS messages. We do not have control of or liability for any products or services that you pay for using this Service. When you register as a Receiver, you authorize the deposit into your Transaction Account of any payments that others have sent to you through this Service, whether through us or another financial institution.
Viewing Receipts and Transaction History. You may view at least the most recent six months of your transactions through this Service by logging into Online Banking and looking at the history for your Transaction Account. You agree to receive receipts of these transactions by this method, and also to review your transactions online to identify any unauthorized or unclaimed payments.
Prohibited Payments. The following types of payments are prohibited through the Service, and we have the right but not the obligation to monitor for, block and/or reverse such payments:

Payments to or from persons or entities located outside of the United States and its territories; and
Payments that violate any law, statute, ordinance or regulation; and
Payments that violate the terms in the “Acceptable Use” provision below in this Section; and
Payments related to: (i) tobacco products, (ii) prescription drugs and devices; (iii) narcotics, steroids, controlled substances or other products that present a risk to consumer safety; (iv) drug paraphernalia; (v) ammunition, firearms, or firearm parts or related accessories; (vi) weapons or knives regulated under applicable law; (vii) goods or services that encourage, promote, facilitate or instruct others to engage in illegal activity; (viii) goods or services that are sexually oriented; (ix) goods or services that promote hate, violence, racial intolerance, or the financial exploitation of a crime; (x) goods or services that defame, abuse, harass or threaten others; (xi) goods or services that include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (xii) goods or services that advertise or sell to, or solicit others; (xiii) goods or services that use the Personal Payments Site for commercial purposes of any kind other than to facilitate a transaction on this Service; (xiv) goods or services that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; and
Payments related to gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes; and
Payments relating to transactions that (i) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or multi-level marketing programs; (ii) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card; (iii) are for the sale of items before the seller has control or possession of the item; (iv) are by payment processors to collect payments on behalf of merchants; (v) constitute money-laundering or terrorist financing; (vi) are associated with the following “money service business” activities: the sale of traveler’s checks or money orders, currency dealers or exchanges or check cashing, or stored value; or (vii) provide credit repair or debt settlement services; and
Payments that involve (i) airlines and scheduled or non-scheduled charters/jets/air taxi operators; (ii) collecting donations as a charity or non-profit organization; (iii) dealing in jewels, precious metals and stones; (iv) acting as a money transmitter or selling stored value cards; (v) selling stocks, bonds, securities, options, futures (forex) or an investment interest in any entity or property; (vi) providing escrow services; (vii) offering online dating services; (viii) providing file sharing services or access to newsgroups; or (ix) selling alcoholic beverages; and
Tax payments and court ordered payments.

In no event shall we or our Service Providers be liable for any claims or damages resulting from your scheduling of prohibited payments. We have no obligation to research or resolve any claim resulting from a prohibited payment. All research and resolution for any misapplied, mis-posted or misdirected prohibited payments will be the sole responsibility of the Sender and not ours. We encourage you to provide notice to us by the methods described in Section 10.C of the Agreement of any violations of this section or the Agreement generally.

Acceptable Use. You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of the Service, regardless of the purpose of the use, and for all communications you send through the Service. We and our service providers have the right but not the obligation to monitor and remove communications or content that we find in our sole discretion to be objectionable in any way. In addition, you are prohibited from using the Service for communications or activities that: (i) violate any law, statute, ordinance or regulation; (ii) promote hate, violence, racial intolerance, or the financial exploitation of a crime; (iii) defame, abuse, harass or threaten others; (iv) include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (v) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (vi) impose an unreasonable or disproportionately large load on our infrastructure; (vii) facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (viii) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy the Service or the portion of the Personal Payments Site through which the Service is offered without our prior written permission; (ix) constitute use of any device, software or routine to bypass technology protecting the Personal Payments Site or Service, or interfere or attempt to interfere with the Personal Payments Site or the Service; or (x) may cause us or our Service Providers to lose any of the services from our internet service providers, payment processors, or other vendors. We encourage you to provide notice to us by the methods described in Section 10.C of the Agreement of any violations of this section or the Agreement generally.
Payment Authorization and Payment Remittance.

By providing us with names and/or telephone numbers and/or email addresses of Receivers to whom you wish to direct payments, you authorize us to follow the Payment Instructions that we receive through the Service.
When we receive a Payment Instruction from you, you authorize us to debit your Transaction Account and remit funds on your behalf. You understand that, for any payment you make through this Service, the payment notice provided to the Receiver may show that the payment was sent through Compass Bank. You also authorize us to credit your Transaction Account for any payment returned to us from a Receiver to whom you sent a payment.
Receivers of payments who are not already registered for the Service will be invited to register. Once you register as a Receiver, you authorize us to credit your Transaction Account for payments remitted to you on behalf of a Sender without further approval from you. You agree that we will not be liable in any way for any payments that you may receive, regardless of whether you authorized the Sender to send them to you. If you do not register, then funds will not be transferred to you from any Sender, and the payment transaction will be cancelled.
We will use reasonable efforts to make all your payments properly. However, we shall incur no liability if we are unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

* If, through no fault of ours, your Transaction Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of any overdraft account that may be available to you;
* The Service is not working properly and you know or have been advised by us about the malfunction before you execute the transaction;
* The payment is refused as described in the terms in the “Unclaimed or Refused Payments” provision below in this Section;
* You as a Sender have not provided us with the correct information, including but not limited to the correct Transaction Account information, or the correct name and address or phone number of the Receiver to whom you are sending a payment; and/or
* Circumstances beyond our control (such as, but not limited to, fire, flood, network or system down time, issues with the financial institution, or interference from an outside force) prevent the proper execution of the transaction and we have taken reasonable precautions to avoid those circumstances.

It is the responsibility of each Sender and Receiver to ensure the accuracy of any information that they enter into the Service (including but not limited to the name, telephone number and/or email address that you, as a Sender, enter for the Receiver to whom you are sending a payment), and for informing us as soon as possible if they become aware that this information is inaccurate. We do not guarantee the identity of any user of the Service, including but not limited to any Receiver to whom you send a payment. Neither a Sender nor Receiver may use a P.O. Box as a postal address in connection with this Service. Once informed that incorrect information was entered into the Service, we will make a reasonable effort to stop or recover a payment made to the wrong person or entity, but we do not guarantee such recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by the Sender or Receiver.
You agree to submit Payment Instructions for a payment only when there are or will be sufficient funds in the Transaction Account on the scheduled payment date to cover both that payment and any other items or charges to be paid from the Transaction Account. We shall incur no liability if we are unable to complete any payments initiated by you if, through no fault of ours, the Transaction Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of any overdraft account that may be available to you.

Payment Methods and Amounts. We may, at our sole discretion, impose limits on the amount of money you can send or receive through the Service. Any such limits will be disclosed to you on the Personal Payments Site before you submit any Payment Instructions for a payment. We also reserve the right to select the method by which we will make payments on your behalf and, if a payment is returned, the method to return those funds to you in the event that your Transaction Account is closed or otherwise unavailable to us. These payment methods may include, but may not be limited to, an electronic payment or an electronic to check payment (an electronic payment that results in the issuance of a paper check to the payment recipient).
Taxes. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive through this Service, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any payment made through this Service.
No Recurring Transfers. This Service allows you to make only one-time payments, and does not allow you to schedule recurring payments.
Unclaimed or Refused Payments. Any payments made through this Service that are not claimed by the Receiver will be automatically cancelled twelve (12) days after Receiver was notified of the payment. When a Sender sends a payment, the Receiver is not required to accept it. You agree that, as a Sender, you will not hold us liable for any damages resulting from a Receiver’s decision to accept or not to accept a payment made through the Service. We will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited, or denied payment to your Transaction Account. If this is unsuccessful (for example, the Transaction Account has been closed) we will make reasonable attempts to mail you a paper check. If after sixty (60) days that check has not been cashed, we will stop payment on it and transfer funds to an “unclaimed funds” account, and will subsequently handle the unclaimed funds as required or otherwise permitted by applicable law.
Returned Payments. As a Sender using the Service, you understand that Receivers and/or the United States Postal Service may return payments to us for various reasons such as, but not limited to, expired forwarding address or invalid account number. We will use reasonable efforts to research and correct the returned payment and return it to the Receiver to whom you intended to make a payment, or void the payment and credit your Transaction Account. You may receive notification from us.
Payment Cancellation Requests. As a Sender, you may cancel a payment at any time until it begins processing. You can see on the Personal Payments Site whether a payment has begun processing.
Stop Payment Requests. If you wish to stop a payment once it has begun processing, you should call us at 800-273-1057 as soon as possible. We also may require you to make your request in writing, as provided in the applicable Account Agreement. Our ability to stop any payment will depend on both the method used to make that payment and when you contact us. Payments that we made electronically cannot be stopped once they begin processing. For payments that can be stopped, we must receive your stop payment request in sufficient time to allow us a reasonable opportunity to act on it. If we are unable to stop a payment as requested, it will be processed according to your original Payment Instructions, and we will have no liability for failing to stop the payment. The charge for each stop payment request will be the fee provided in the deposit account agreement for your Transaction Account.
Declined Payments. We reserve the right to decline to make a payment to any Receiver. We will notify you promptly if we decide to decline to pay any Receiver designated in your Payment Instructions. This notification is not required if you attempt to make a prohibited payment under this Addendum.
Failed Or Returned Transactions. In using the Service, you are requesting us to make payments for you from your Transaction Account. If we are unable to complete the transaction for any reason associated with your Transaction Account (for example, because there are insufficient funds in your Transaction Account to cover the transaction), the transaction may not be completed. If we complete a transaction even though there are insufficient funds in your Transaction Account to cover that transaction, you will receive a return notice from us or our Service Provider. In this situation, you agree that:

You will reimburse us immediately upon demand the transaction amount that has been returned to us;
For any amount not reimbursed to us within fifteen (15) days of the initial notification, a late charge equal to one and a half percent (1.5%) monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed;
You will be assessed a fifteen dollar ($15.00) fee by our Service Provider and by us if the transaction is returned because you have insufficient funds in your Transaction Account to cover the requested payment. You hereby authorize us to deduct these amounts from your designated Transaction Account by ACH debit;
You will reimburse us for any fees or costs we incur in attempting to collect the amount of the return from you; and,
We are authorized to report the facts concerning the return to any credit reporting agency.

Information Authorization. We reserve the right to refuse or cancel your enrollment in this Service if we cannot verify your identity or confirm information about you. You agree that we and any Service Provider we use to provide this Service to you may obtain a credit report on you at any time from any credit reporting agency. In addition, you authorize each Receiver to provide us with any information regarding you or your account with that Receiver that we may request.
Mobile Phone Users. Mobile phone users of the Service may receive SMS messages relating to their payments, but the phone service provider is not the provider of the Service. As a Receiver, you may receive an invitation to register for the Service, notices about payments sent to you, and other notices that you may request. In an invitation to register sent via SMS text message, each Receiver will receive a verification code that must be entered to direct the payment to a designated bank account. As a Sender, you also may receive messages related to your transactions from time to time. Data and messaging charges from your telecommunications provider may apply, and you are responsible for any such charges. In the event your enrolled mobile or cellular device is lost or stolen, you agree to update your enrollment information and make the appropriate changes to disable the use of such devices. You understand that there are risks associated with using a mobile device, and that in the event of theft or loss, your confidential information could be compromised. If you have questions about mobile service, you may send a text message with the word "HELP" to this number: 699274. To stop receiving text messages on your mobile phone, text "STOP" to this number: 699274.
Charges For This Service. . Any fee for this Service will be disclosed to you on the Personal Payments Site before you submit any Payment Instructions for a payment. Any applicable fee will be charged regardless of whether the Receiver actually received the payment. You agree to pay each such fee, and authorize us to deduct the amount of each fee from your Transaction Account. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider. In addition to these charges, as a Sender you may incur charges from your telecommunications carrier when receiving information in connection with your use of this Service, and Receivers also may incur charges to receive emails or SMS messages about payments you send to them.
Security Codes. If you are issued or required to create any password or other Security Codes (as defined in Section 4 of the Agreement) to access the Service or the portion of the Personal Payments Site through which the Service is offered, you agree to give or make available your Security Codes only to individuals who are authorized signers on your Transaction Account, and you agree to be responsible for all actions taken by anyone to whom you have provided the Security Codes. If you believe that any Security Codes for accessing this Service have been lost or stolen or that someone may attempt to use them to access the Personal Payments Site or Service without your authorization, you must inform us at once at the telephone number provided in Section 10.C of the Agreement. Your liability for any unauthorized transactions using the Security Codes will be governed by Section 8 of the Agreement.
Intellectual Property. "ZashPay" is a trademark of Fiserv, Inc. All other marks and logos related to this Service are either trademarks or registered trademarks of us or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress or those of our licensors. You may not copy, imitate, or use any of the above without our prior written consent, which we may withhold in our sole discretion, and you may not use them in a manner that is disparaging to us or the Service or display them in any manner that implies our sponsorship or endorsement. All right, title and interest in and to the Service, the portion of the Personal Payments Site through which the Service is offered, the technology related to the Personal Payments Site and Service, and any and all technology and any content created or derived from any of the foregoing, is our exclusive property or that of our licensors. Moreover, any suggestions, ideas, notes, drawings, concepts, or other information you may send to us through or regarding the Personal Payments Site or Service shall be considered an uncompensated contribution of intellectual property to us, shall also be deemed our exclusive intellectual property, and shall not be subject to any obligation of confidentiality on our part. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all so-called "moral rights" in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.
Links and Frames. Links to other sites may be provided on the portion of the Personal Payments Site through which the Service is offered for your convenience. By providing these links, we are not endorsing, sponsoring or recommending such sites or the materials disseminated by or services provided by them, and are not responsible for the materials, services or other situations at or related to or from any other site, and make no representations concerning the content of sites listed in any of the Service web pages. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality or decency of material contained in sites listed in any search results or otherwise linked to the Personal Payments Site. For example, if you "click" on a banner advertisement or a search result, your "click" may take you off the Personal Payments Site. This may include links from advertisers, sponsors, and content partners that may use our logo(s) as part of a co-branding agreement. These other sites may send their own cookies to users, collect data, solicit personal information, or contain information that you may find inappropriate or offensive. In addition, advertisers on the Personal Payments Site may send cookies to users that we do not control. You may link to the home page of our Personal Payments Site. However, you may not link to other pages of our Personal Payments Site without our express written permission. You also may not “frame” material on our Personal Payments Site without our express written permission. We reserve the right to disable links from any third party sites to the Personal Payments Site.
Indemnification. You agree to defend, indemnify and hold harmless us and our Affiliates and Service Providers and the employees and contractors of each of these, from any loss, damage, claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Personal Payments Site or the Service.
Release. If you have a dispute with one or more Receivers or other users of the Personal Payments Site or this Service, you release us and our Affiliates and Service Providers and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, you waive California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.
Exclusions of Warranties. THE SITE AND SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICE, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability. THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE SERVICE AND THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THE SERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE SERVICE, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE CAUSED BY OR ARISING OUT OF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL OR LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND NOTICE WAS GIVEN REGARDING THEM. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED IN SECTIONS 10.F OF THE AGREEMENT WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Reporting Unauthorized Transfers. Notify us at once if you believe your Transaction Account has been accessed or any payment has been made through this Service without your authorization, as provided in Section 8.A of the Agreement.
Error Resolution. In case of any errors or questions about payments to or from your Transaction Account, please contact us as provided in Section 8.C of the Agreement.
Confidentiality. If you receive information about another person through the Service, you agree to keep the information confidential and only use it in connection with the Service.

7. Additional Services for Commercial Accounts Only

A. Wire Transfer Service

We offer you the option to initiate outgoing domestic wire transfers from certain types of Online Accounts, including commercial checking, savings and money market accounts (the “Wire Transfer Service”). Each 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 Online Accounts, and any such additional types of 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 7.A

This Section 7.A 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 7.A 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 7.A or this Agreement.

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

Authorization for Wire Transfer Service. You authorize and direct us to process each payment order for a wire transfer submitted through the Wire Transfer Service and in compliance with the Security Procedures described in this Section 7.A.You are responsible for generating and authorizing all payment orders and delivering the same to us in the form and format specified in this Section 7.A and by the system providing the Wire Transfer Service. We have no obligation at any time to process any payment order that exceeds the Collected Funds in the Wire Transfer Account at the time that you initiate the wire transfer. We have the right, but not the obligation, to refuse to process any payment order for the purpose of determining whether you authorized the payment order, and shall incur no liability for any delay caused by exercising this right. Wire transfers are “funds transfers” under and for purposes of Article 4A of the Uniform Commercial Code, as adopted in the state in which we maintain your Online Accounts.
Authorized Wire Users. On the Wire Transfer Request Form, you may designate one or more Authorized Users (as defined in Section 9.A) who are authorized to initiate wire transfers using the Wire Transfer Service (each, an “Authorized Wire User”). By logging in to Online Banking through the Bank’s Web site, you may designate each Wire Transfer Account from which any Authorized Wire User may initiate wire transfers.
Security Procedures. In addition to using the Security Codes described in Section 4, you and each Authorized Wire User also must use the security techniques that the Bank has established specifically for the Wire Transfer Service, which may include the use of randomly generated numbers and/or tokens or other security devices. These additional security techniques, together with the Security Codes, are referred to as the “Wire Transfer Security Procedures.” The Bank may change the Wire Transfer Security Procedures as provided in Section 10.H below, and will provide instructions to you about the requirements of the Wire Transfer Security Procedures in effect from time to time. You agree that you and each Authorized Wire User will take all actions required to comply with the Wire Transfer Security Procedures, including maintaining the confidentiality and security of your Security Codes and any security devices, changing your Security Codes from time to time, and immediately reporting any suspected loss or unauthorized use of Security Codes or a security device. You agree to assume the risk of loss with respect to any wire transfer initiated by any Authorized Wire User who has failed to comply with the Wire Transfer Security Procedures, and you agree to hold the Bank harmless from and against any loss caused by this failure.
Bank’s Option to Call-Back. If the amount of any wire transfer initiated through the Wire Transfer Service equals or exceeds the Call-Back Amount separately communicated to you, the Bank, in its sole discretion, may elect to contact you telephonically to confirm the authorization for that wire transfer, even if doing so delays the execution of the wire transfer. On the Wire Transfer Request Form, you must provide the names, telephone numbers, and additional information for at least two (2) individuals who are authorized to receive telephone calls from the Bank regarding payment orders for wire transfers submitted through the Wire Transfer Service (each, an “Authenticator”). If all Authenticators are unavailable or if an Authenticator contacted by the Bank is unable to authenticate and confirm the payment order, the Bank may, at its discretion, suspend that transaction or payment order. If an Authenticator is unable to authenticate and confirm the payment order, the Bank shall not be required to contact any other person at your business. The Bank shall not be liable for any payment order that the Bank delays or suspends based upon its inability to contact an Authenticator or the Authenticator’s inability to confirm the authenticity of the transaction or payment order.
Your Agreement to Security Procedure. You agree that the Wire Transfer Security Procedures constitute a commercially reasonable security procedure for you. You agree to be bound by any payment order (or any request for cancellation or amendment of a payment order) for a wire transfer initiated through the Wire Transfer Service and accepted by the Bank in compliance with the Wire Transfer Security Procedures, regardless of whether or not you or any Authorized Wire User actually authorized the wire transfer. If a payment order for any wire transfer is accepted by the Bank in compliance with the Wire Transfer Security Procedures, and the payment order contains any error, to the full extent allowed by law you shall be liable for, and shall indemnify the Bank against, the amount of the payment order and all claims and all of the Bank’s losses and expenses, including attorneys’ fees, relating to the erroneous payment order. The Bank’s records demonstrating compliance with the Wire Transfer Security Procedures with respect to any payment order will be deemed conclusive proof that the payment order received by the Bank was authorized and you are bound by that payment order.
If the payment order for a wire transfer (or any request for cancellation or amendment of a payment order) received by the Bank was transmitted or authorized by you or any Authorized Wire User, you shall be obligated to pay the amount of the payment order regardless of (i) whether or not the Bank complied with the Wire Transfer Security Procedures with respect to that payment order, (ii) whether or not that payment order was erroneous in any respect, and (iii) whether or not that error would have been detected if the Bank had complied with such Security Procedures.
You acknowledge and agree that in the event you, whether acting directly or through an Authorized Wire User, request the Bank to accept any payment order for a wire transfer made by using any security procedures other than the Wire Transfer Security Procedures set forth in this Agreement (which the Bank may accept or refuse at its discretion), then you will be deemed to have chosen other security procedures after the Bank offered and you refused security procedures that were commercially reasonable for you, and you expressly agree to be bound by any payment order, whether or not authorized, issued in your name in accordance with such other security procedures.
Transfer Requests.
Initiating Transfers. Wire transfers shall be from Wire Transfer Accounts, and may be to any other account with the Bank, an affiliate of the Bank, or another bank or financial institution. You agree that, except as otherwise provided for in this Agreement, all wire transfers originated through the Wire Transfer Service shall comply with the Wire Transfer Security Procedures, all other terms of this Agreement, and the terms and provisions of Article 4A of the Uniform Commercial Code, as adopted in the state in which the Bank maintains your accounts.
Honoring Transfers. We will accept a payment order for a wire transfer only if the Authorized Wire User places the order in accordance with the terms and requirements stated in this Agreement. We have no obligation to honor, either in whole or in part, the payment order for any wire transfer (or the cancellation or amendment thereto) that: (i) exceeds the Available Balance (as that term is defined in the applicable Account Agreement) in the Wire Transfer Account from which the transfer is requested; (ii) is not in accordance with each term and condition provided for in this Agreement and applicable law; (iii) is not, or we believe may not be, authorized or correct; or (iv) is impracticable or not feasible to accept. In addition, we shall be excused from failure or delay in issuing or accepting a payment order for a wire transfer if such issuance or acceptance would result in the Bank’s having exceeded any limitation upon its intraday net funds position established pursuant to present or future guidelines or in the Bank’s otherwise violating any provision of any present or future bank regulatory statute, rule, regulation or risk control program. If the applicable Wire Transfer Account does not contain sufficient funds for the requested wire transfer, we may, at our option, accept the payment order for the wire transfer and debit any such account into overdraft, and we shall not be liable for damages to you as a result thereof; provided, we have no obligation to debit any such account into overdraft. If we create an overdraft to complete a wire transfer, you agree to pay to us the amount of the overdraft upon demand, together with interest accruing on the amount of the overdraft from the date of its creation at the maximum rate of interest permitted under applicable law. You hereby authorize us to charge any of your accounts held by us (even if not a Wire Transfer Account or an Online Account) at any time for such amount. We have the right, but have no obligation, to refuse to process any payment order for the purpose of determining whether you authorized the payment order, and shall incur no liability for any delay caused by exercising this right.
Except as otherwise provided in this Section 7.A, we agree to use reasonable efforts to execute each payment order for a wire transfer on the date received, provided that: (i) we receive your payment order no later than 4:00 p.m., Central Time; and (ii) such day is a Business Day for us, the Federal Reserve, and the beneficiary’s bank. In executing the payment order for any wire transfer, we may utilize such means of transmission as we reasonably select. If you originate multiple payment orders for execution on the same day, we may execute the payment orders in any order convenient to us. If you direct us to use a specific intermediary bank or specific means of execution, you assume all risks of failure or of non-payment by the intermediary bank and all risks of loss by the means directed.
Canceling and Amending Payment Orders. If you wish to cancel or amend a payment order previously transmitted to us, you must transmit notice of the requested cancellation or amendment in compliance with the Wire Transfer Security Procedures, and you must include the amount and recipient of the payment order in the notice. We will make a reasonable effort to comply with any request you make to cancel or amend a payment order that is made before our acceptance of that payment order but only if our Wire Transfer Department has been given sufficient notice and a reasonable opportunity to act on it. We have no obligation or duty to cancel or amend a payment order received from you after we accept the payment order. If we consent to cancel or amend an accepted payment order, you shall indemnify and hold us harmless for all loss and expense, including attorneys’ fees, relating to the cancellation and amendment or attempted cancellation and amendment.
Types of Wire Transfers. The Wire Transfer Service permits you both to submit payment orders for one-time transfers and to develop templates for recurring and repetitive wire transfers. The online system for the Wire Transfer Service provides instructions and procedures for submitting different kinds of wire transfers.
Fees. You agree to pay the fees for wire transfers provided in Section 10.A You also agree to pay and reimburse us for all governmental and third party fees or taxes arising out of or related to our providing the Wire Transfer Service to you.
Reliance on Your Instructions. You understand and agree that, unless we, in our sole discretion, elect to confirm any payment order for a wire transfer that equals or exceeds the Call-Back Amount, as described above, we will not verify the terms of any payment order submitted under this Section 7.A. You are solely responsible for the accuracy and completeness of all data, instructions or other information provided to us regarding any wire transfer initiated. You authorize us to process each payment order submitted in accordance with the information that we receive from you in accordance with the Wire Transfer Security Procedures. We shall have no responsibility for any erroneous information you provide and no liability for any losses you may suffer that arise from or relate to any erroneous information you provide for any payment order submitted hereunder.
Limitation of Liability. Except as otherwise required by applicable law, neither we nor our affiliates, third party service providers or their affiliates shall be liable, and you release and waive any and all claims against us, our affiliates, third party service providers or their affiliates for any and all losses, damages, claims, judgments, costs and expenses incurred by you or by any other person or entity, whether or not acting as your agent or employee, that arise from or relate to your use of the Wire Transfer Service. The limitations on the liability of the Bank, our affiliates, third party service providers or their affiliates provided in this Section are in addition to, and shall not diminish, any limitations on this liability contained in Section 9.E, any applicable Account Agreement or any other agreement between you and us.
Indemnity.

You agree to indemnify, protect and hold harmless the Bank, our service providers and affiliates (including their respective officers, employees and agents) from and against any and all losses, damages, claims, judgments, costs and expenses (including reasonable attorneys’ fees) arising from or relating to: (i) your use of the Wire Transfer Service; or (ii) any errors, negligence, action, inaction, or involvement by you, the Bank, our service providers and affiliates, or their actual or apparent officers, employees, and agents, in connection with the Wire Transfer Service, or otherwise, including, but not limited to, third party claims for reimbursement or losses.
Actual receipt by us of proper notice or delivery of any information (including stop payment, return, process, dishonor, and similar notices required under this Section 7.A. or any agreement executed by you from time to time) from you before the deadline required by us in our sole discretion is an express and non-waivable condition precedent to our related obligation to perform any service or to meet any deadline imposed by law, regulation, or any person. You bear the burden of proof of the time and manner of our actual receipt of any notice or transmittal of information.

Termination. In addition to the termination provided in Section 10.I, we may terminate the Wire Transfer Service at any time and without prior notice to you. We shall use reasonable efforts to communicate notice of the termination to you promptly, and will provide written confirmation of the termination if the initial notice of termination was not communicated in writing.
Representations and Warranties. You represent and warrant that each electronic communication submitted to us through the Wire Transfer Service, including without limitation each payment order, shall comply with this Agreement and all applicable law. You also represent and warrant that: (a) No Wire Transfer Account is a “consumer account” as contemplated by the Electronic Fund Transfer Act, 15 U.S.C. 1693 et seq., and Regulation E, 12 CFR Part 205; and (b) You shall submit a payment order on a Wire Transfer Account only for commercial purposes, and never for personal, family or household purposes. You agree to provide any additional information and to execute any additional documents or agreements that we may request in connection with your use of the Wire Transfer Service.
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 any items or the wire transfer 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.
Identifying Information. You understand and agree that all wire transfers shall be executed on the basis of the following information provided in your payment order (which is referred to collectively as “Identifying Numbers”): (i) account number or other Identifying Number for the beneficiary; and (ii) the Identifying Number for any bank to or through which the funds are to be sent (a “Receiving Bank”). The Bank and any other bank processing the payment order for wire transfer (a “Processing Bank”) may rely solely on the Identifying Numbers that you provide in your payment order, regardless of whether the order also identifies the beneficiary or Receiving Bank by name, and no Processing Bank has any obligation to confirm that any Identifying Number applies to any named beneficiary or Receiving Bank or to identify any discrepancy between any Identifying Number and the name provided for any beneficiary or Receiving Bank.
We have no obligation to determine whether the recipient identified in any payment order is the accountholder for the account to which funds are to be transferred. If your instructions for any payment order contain any inconsistent information or other discrepancy regarding the name of the intended recipient and the account into which the funds are to be transferred, we shall make the transfer on the basis of the account number, even if that number identifies an account held by a person or entity other than the named recipient. If a payment order issued by you identifies an intermediary bank or beneficiary’s bank only by an Identifying Number or by both name and Identifying Number, the Receiving Bank may rely on the Identifying Number as the proper identification of the intermediary bank or beneficiary’s bank, even if such number identifies a person or entity different from the bank identified by name; and the Receiving Bank need not determine whether the name and number refer to the same person or entity or whether the number refers to the bank.
The foregoing is intended to be consistent with and subject to the terms and provisions of Sections 4A-207 and 4A-208 of the Uniform Commercial Code as in effect in the state in which we maintain your Accounts. To the fullest extent permitted by law, (i) knowledge (whether actual or constructive) by us of any discrepancy or inconsistency in the information provided in connection with any payment order for a wire transfer shall not change or impair our right to execute a payment order for a wire transfer as provided herein, and (ii) neither we nor any Processing Bank shall have any liability for executing any payment order, even if it has knowledge of the discrepancy or inconsistency.

B. ACH Payment Service

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 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 7.B.

This Section 7.B. 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 7.B 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 7.B or this Agreement.

Definitions.

“ACH Software” means the software that we use to provide the ACH Payment Service.
“Authorized ACH User” means an individual whom you have established as an Authorized User under your subscription to Online Banking, and also authorized to initiate Entries through the ACH Payment Service.
“Collected Funds” means (a) “Available Funds” (as that term is defined in the Account Agreement) in the ACH Account, (b) funds available to you from a line of credit that may be drawn upon and swept into the ACH Account on an automated basis, and (c) funds available to you from an investment account that may be drawn upon and swept into the ACH Account on an automated basis. Funds otherwise available from a line of credit or investment account that are or may be accessed on a manual sweep basis are not Collected Funds for the purpose of this Agreement.
“Corrected Entry” means an Entry submitted to correct an Incorrectly Formatted Entry.
“Entry” means an ACH credit entry file (including any batches contained within a file) which is submitted to us for processing under your subscription to Online Banking.
“Entry Window” means those specific times in each Business Day during which we may collect and process Entries via our ACH systems.
“Fed” means the Federal Reserve Bank, to which all Entries for Recipients to be paid through other financial institutions must be sent.
“Incorrectly Formatted Entry” means an Entry for which the ACH file, as determined by us in our sole discretion, fails to conform to the requirements of any and all applicable NACHA Operating Rules and Guidelines.
“In-Process Entry” means an Entry initiated through your subscription to Online Banking and in process on any date for which settlement has not occurred.
“Intended Transmission Date” means the last date on which we may transmit an Entry to the Fed in order for the Entry to settle with the recipient on the Requested Settlement Date.
“Last Fed Entry Window” means the last Entry Window during which we may transmit Entries to the Fed. This Entry Window currently is scheduled for 6 PM Central Time.
“NACHA” means the National Automated Clearing House Association.
“Overlimit Prepaid Entry” means an Entry that would cause the aggregate amount of all Entries submitted under your subscription to Online Banking to exceed the Prepaid Entry Settlement Limit.
"Participating Depository Financial Institutions" means, collectively, the Bank and all other financial institutions holding accounts held by you and Recipients which are accessible through an applicable regional clearing house association.
“Prepaid Entry Settlement Limit” means the maximum aggregate amount of all In-Process Entries that we will permit you to have outstanding at any given time. We will separately communicate the amount of the Prepaid Entry Settlement Limit to you in writing, and may increase or decrease this Limit by written notice to you at any time.
"Recipient" means the person, entity or other organization holding the account at a Participating Depository Institution to which an Entry relates.
“Requested Settlement Date” means the date you initially request as the date for an Entry to settle with its Recipient.
"Rules" mean the operating rules and operating guidelines of the applicable regional clearing house association and NACHA.
"Settlement Date" means, with respect to any Entry, the date on which such Entry is reported to the account of the Bank by the applicable Federal Reserve Bank in accordance with the Rules.

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

Authorization for ACH Payment Service. You authorize and direct us to process each Entry submitted through the ACH Payment Service and in compliance with the Security Procedures described below. You are responsible for generating and authorizing all Entries and delivering the same to us in the form and format specified in this Section 7.B and by the system providing the ACH Payment Service.
Authorized ACH Users. You may establish one or more Authorized ACH Users. You also may establish procedures and limitations on the amount of Entries that an Authorized ACH User may initiate from the ACH Account.
Security Procedures. In addition to using the Security Codes described in Section 4, you and each Authorized ACH User also must use the security techniques that the Bank has established specifically for the ACH Payment Service, which may include the use of randomly generated numbers and/or tokens or other security devices. These additional security techniques, together with the Security Codes, are referred to as the “ACH Security Procedures.” The Bank may change the ACH Security Procedures as provided in Section 10.H below, and will provide instructions to you about the requirements of the ACH Security Procedures in effect from time to time. You agree that you and each Authorized ACH User will take all actions required to comply with the ACH Security Procedures, including maintaining the confidentiality and security of your Security Codes and any security devices, changing your Security Codes from time to time, and immediately reporting any suspected loss or unauthorized use of Security Codes or a security device. You agree to assume the risk of loss with respect to any ACH transfer initiated by any Authorized ACH User who has failed to comply with the ACH Security Procedures, and you agree to hold the Bank harmless from and against any loss caused by this failure.
Your Agreement to Security Procedures. You agree that the ACH Security Procedures constitute a commercially reasonable security procedure for you. You agree to be bound by any Entry (or any request to reverse or cancel an Entry) for a transfer initiated through your Online Banking subscription and accepted by us in compliance with the ACH Security Procedures, regardless of whether or not you or any Authorized ACH User actually authorized the Entry. If an Entry is accepted by us in compliance with the ACH Security Procedures, and the Entry contains any error, to the full extent allowed by law you shall be liable for, and shall indemnify us against, the amount of the Entry and all claims and all of our losses and expenses, including attorneys’ fees, relating to the erroneous Entry. Our records demonstrating compliance with the ACH Security Procedures with respect to any Entry will be deemed conclusive proof that the Entry received by us was authorized and you are bound by that Entry.
If an Entry (or any request to reverse or cancel an Entry) received by us was transmitted or authorized by you or any Authorized ACH User, you shall be obligated to pay the amount of the Entry regardless of (i) whether or not we complied with the ACH Security Procedures with respect to that Entry, (ii) whether or not that Entry was erroneous in any respect, and (iii) whether or not that error would have been detected if we had complied with the ACH Security Procedures.
You acknowledge and agree that in the event you, whether acting directly or through an Authorized ACH User, request us to accept any Entry made by using any security procedures other than the ACH Security Procedures (which we may accept or refuse at our discretion), then you will be deemed to have chosen other security procedures after we offered and you refused security procedures that were commercially reasonable for you, and you expressly agree to be bound by any Entry, whether or not authorized, issued in your name in accordance with such other security procedures.
Prepayment for Entries. You authorize us, immediately upon our receipt of any Entry, to debit the ACH Account for the Collected Funds required by that Entry. You understand that, because of the automated systems used to provide ACH services, we automatically will debit the ACH Account for that Entry, even if the Entry subsequently will be suspended, as described below in the provision regarding Incorrectly Formatted Entries, in the provision regarding Entries that contain an ACH debit file, batch or item, and in the provision regarding Overlimit Prepaid Entries and In-Process Entries. You agree that, whenever you submit an Entry to us for processing and transmission, you must have Collected Funds in the ACH Account in an amount equal to or greater than the Entry, or, if more than one Entry is submitted, the aggregate amount of the submitted Entries. You understand that we may debit the ACH Account either by actually deducting funds from the ACH Account or by placing a hold on funds in the ACH Account. In either case, once we have debited the ACH Account for the funds required by the Entry, those funds will not be available to you for any other purpose, including the payment or settlement of other items from that ACH Account.
Timing for Prepayment of Entries. You acknowledge that we transmit Entries to the Fed only during certain Entry Windows. You agree that, regardless of your requests or instructions to us, we have no obligation to transmit any Entry to the Fed on a particular day unless there are Collected Funds in the ACH Account for that Entry before the Last Fed Entry Window for that day. You agree that, in the event the Collected Funds required for any Entry do not become available in the ACH Account until after the Last Fed Entry Window on the Intended Transmission Date, we are authorized to debit the ACH Account for the Collected Funds required for that Entry on the Intended Transmission Date, even though we may not transmit the Entry until an Entry Window on the next Business Day.
You acknowledge and agree that, if the Collected Funds required for any Entry do not become available in the ACH Account until after the Last Fed Entry Window on the Intended Transmission Date, then the Entry may not settle with its intended recipient until a date after the Requested Settlement Date.
Prohibited Payments. You agree not to use the ACH Payment Service to make 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.
Insufficient Collected Funds. If you do not have sufficient Collected Funds in the ACH Account for any Entry, we have no obligation to process or to transmit that Entry, and may suspend processing of that Entry. If you have submitted more than one Entry, we may process and transmit only those Entries for which you have Collected Funds. If we receive an Entry for which there are insufficient Collected Funds in the ACH Account, we may attempt to notify you, but you agree that we shall have no liability to you for failure to notify you regarding the insufficiency of Collected Funds. We will maintain the suspended Entry in our ACH system until the Requested Settlement Date, checking at each Entry Window to see if sufficient Collected Funds have become available in the ACH Account for that Entry. If sufficient Collected Funds are not available in the ACH Account for the suspended Entry by 9 PM Central Time on the Requested Settlement Date, that Entry automatically will be deleted from our ACH system.
You acknowledge and agree that, if you submit an Entry for which there are insufficient Collected Funds in the ACH Account at the time of submission, then

The Entry may be deleted from our ACH system and never settle with its intended recipient, or
Even if Collected Funds should become available in the ACH Account at a later time, the Entry may not settle with its intended recipient until a date after the Requested Settlement Date.

Incorrectly Formatted Entries. You agree to submit each Entry to us via an ACH file that conforms to the requirements of any and all applicable NACHA Rules. You agree that we have no obligation to process or to transmit any Incorrectly Formatted Entry, and we may suspend that Entry, even if you have Collected Funds available in the ACH Account for that Entry and we already have debited the ACH Account for those Funds. If we receive an Incorrectly Formatted Entry, we may attempt to notify you regarding the suspension and the nature of the Incorrectly Formatted Entry’s formatting deficiencies, but you agree that we shall have no duty to correct the formatting and no liability to you for failure to provide this notice.
You understand that any hold on Collected Funds covered by an Incorrectly Formatted Entry will remain until the earlier of: (i) the Entry Window occurring after you have submitted to us an authorization to delete the Incorrectly Formatted Entry, and after we have had a reasonable period of time to act on that authorization; or (ii) our completion of nightly system processing on the Requested Settlement Date.
You agree that, in order to correct an Incorrectly Formatted Entry, you must: (A) submit authorization to delete the Incorrectly Formatted Entry to us, which shall cause us to initiate in a subsequent Entry Window a credit to the ACH Account for the amount of Collected Funds previously debited for the Incorrectly Formatted Entry; and (B) submit a Corrected Entry to us. You acknowledge that, if we receive the Corrected Entry before receiving the authorization to delete the Incorrectly Formatted Entry or if we receive both the Corrected Entry and the authorization to delete during the same Entry Window, the Corrected Entry will be processed first, and the Collected Funds required for the Corrected Entry will be debited from the ACH Account before the amount of Collected Funds previously debited for the Incorrectly Formatted Entry can be credited to the ACH Account.
We make no representation or warranty with respect to the amount of time that may pass before a credit posts to the ACH Account for the Incorrectly Formatted Entry. You acknowledge that, depending on when we receive the authorization to delete the Incorrectly Formatted Entry, the credit to the ACH Account for the Incorrectly Formatted Entry may not be posted until the next Business Day following your submission of that authorization.
You acknowledge and agree that, because of the automated systems used to provide ACH services:
- Unless you have the Collected Funds required for both an Incorrectly Formatted Entry and a Corrected Entry in the ACH Account at the time you submit the Corrected Entry, the Corrected Entry may not be transmitted until the credit for the Collected Funds debited in connection with the Incorrectly Formatted Entry is posted to the ACH Account; and
- If you submit an Incorrectly Formatted Entry, then: (i) that Entry may be deleted from our ACH system and never settle with its intended recipient, or (ii) even if you send a Corrected Entry, that Entry may not settle with its intended recipient until a date after the original Requested Settlement Date.

Entries Under This Addendum May Not Contain Debit Files, Batches or Items. You agree to include only ACH credit files, batches and items within an Entry submitted under this Agreement. You agree that, if any prepaid Entry submitted under this Agreement contains an ACH debit file, batch or item, we have no obligation to process or to transmit that Entry and we may suspend that Entry, even if you have Collected Funds available in the ACH Account for that Entry, and we already have debited those Collected Funds from the ACH Account. You understand that, if you wish to submit ACH debit items, you first must obtain our approval and enter into a separate agreement with us.
If we receive an Entry that contains an ACH debit file, batch or item, we may attempt to notify you regarding the suspension of that Entry, but you agree that we shall have no duty to correct the Entry by deleting the ACH debit file, batch or item, and no liability to you for failure to provide this notice.
Any Entry that contains an ACH debit file, batch or item will be considered an Incorrectly Formatted Entry. You understand that any hold on Collected Funds covered by an Entry that contains an ACH debit file, batch or item will remain until earlier of: (i) the Entry Window occurring after you have submitted to us an authorization to delete the Incorrectly Formatted Entry, and after we have had a reasonable period of time to act on that authorization; or (ii) our completion of nightly system processing on the Requested Settlement Date.
You acknowledge that, if you submit another Entry to replace an Entry that contains an ACH debit file, batch or item, and we receive the Corrected Entry before receiving your authorization to delete the original Entry or we receive both the Corrected Entry and the authorization to delete during the same Entry Window, the Corrected Entry will be processed first, and the Collected Funds required for the Corrected Entry will be debited from the ACH Account before the amount of Collected Funds debited for the original Entry can be credited to the ACH Account.
We make no representation or warranty with respect to the amount of time that may pass before a credit posts to the ACH Account upon the deletion of any Entry. You acknowledge that, depending on when we receive the authorization to delete an Entry, the credit to the ACH Account for the deleted Entry may not be posted until the next business day following your submission of that authorization.
You acknowledge and agree that, because of the automated systems used to provide ACH services, if you submit any Entry that contains an ACH debit file, batch or item, then:
- The Entry may be deleted from our ACH system and never settle with its intended recipient;
- The Entry may not settle with its intended recipient until a date after the original Requested Settlement Date; and
- The Entry will be considered an Incorrectly Formatted Entry.

Overlimit Prepaid Entries; Entries In Excess Of Prepaid Entry Settlement Limit. You agree that we have no obligation to process or to transmit an Overlimit Prepaid Entry. We will treat each submission of an Overlimit Prepaid Entry as your request for approval of an increased Prepaid Entry Settlement Limit, which we may grant or deny at our sole discretion. If you submit an Overlimit Prepaid Entry, we may suspend the Overlimit Prepaid Entry and any or all In-Process Entries, even if you have Collected Funds available in the ACH Account for the Overlimit Prepaid Entry and the In-Process Entries, and we already have debited Collected Funds from the ACH Account for any or all of those Entries. For each Entry suspended because your In-Process Entries exceed the Prepaid Entry Settlement Limit, we will evaluate your request for an increased Prepaid Entry Settlement Limit and notify you as promptly as practicable, but in no event later than two (2) business days after suspending the Entry, whether we will: (i) process and transmit that Entry; or (ii) reject that Entry and credit the ACH Account for the amount of that Entry.
If you wish to initiate an Entry that would cause the amount of In-Process Entries to exceed the Entry Settlement Limit, you may submit to us your request to initiate an Entry that otherwise would be an Overlimit Entry. You must submit your request at least two (2) business days prior to the date on which you wish to initiate the Entry that otherwise would be an Overlimit Entry. We may require you to provide financial or other information in order to assist us in evaluating your request. We may grant or deny your request in our sole discretion.
You acknowledge and agree that, because of the automated systems used to provide ACH services, if you submit any Overlimit Prepaid Entry, then:

The Overlimit Prepaid Entry and any related In-Process Entry may be suspended and we will determine whether to approve the processing of all of those Entries; and
Even if we determine to approve the processing of Entries in excess of your Prepaid Entry Settlement Limit, the Overlimit Prepaid Entry and related In-Process Entries may not settle on the Requested Settlement Date unless you have allowed an additional two (2) business days for processing those Entries.

Reversing Erroneous Files, Batches or Items. If you send an erroneous file, batch or item, you must contact us to request us to initiate a reversal of that file, batch or item.

Multiple Entries. If you submit multiple Entries during a single Entry Window, we may process those Entries in any order as determined by us in our sole discretion. If there are insufficient Collected Funds in the ACH Account to pay any Entry, we may suspend that Entry and process any remaining Entries. If you submit one or more additional Entries while a previous Entry remains suspended, we will process the additional Entries, and then will re-process each suspended Entry to determine whether there are sufficient Collected Funds in the ACH Account for that Entry.

Your Additional Obligations.

Signed Authorization. Prior to the initiation of the first Entry to the ACH Account, you will obtain completed and duly executed written authorization agreements ("Authorization Agreements") from all Recipients that desire preauthorized electronic transfers to their accounts with Participating Depository Financial Institutions ("Recipient ACH Accounts"). The Authorization Agreements shall authorize you to initiate Entries with respect to each Recipient ACH Account. The Authorization Agreements shall be in a form that complies with the Rules, Regulation E of the Board of Governors of the United States Federal Reserve Board, the Electronic Funds Transfer Act, and all other applicable federal and state laws and regulations. You agree to provide a copy of the Authorization Agreement to the Recipient at the time it is executed. You agree to retain and maintain the original or a microfilm or other copy of the Authorization Agreement and its records relating to the Authorization Agreement as required by the Rules. Without limiting any term or provision of this Agreement, you shall indemnify and hold us harmless for your failure to comply with the terms of the preceding sentence. Upon our request, an Originating Depository Financial Institution, or a Receiving Depository Financial Institution, you shall promptly furnish an original or copy of the Authorization Agreement to the requesting party. If the Recipients' Authorization Agreements are changed, you shall not initiate any Entries to or from those Recipients' ACH Accounts, except in accordance with the Authorization Agreement as changed. You shall not initiate any Entries to or from any Recipients' ACH Accounts after expiration, termination, or cancellation of those Recipients' Authorization Agreements. You agree to release and hold us harmless from and against any loss, cost, demand, action or cause of action arising from any dispute between you and any Recipient with respect to any Authorization Agreement.
Notice of Entries. You shall provide each Recipient with positive written notice of each credit Entry to the Recipient's ACH Account, and shall otherwise fully comply with the provisions of the Electronic Funds Transfer Act, Regulation E of the Board of Governors of the United States Federal Reserve Board and any applicable state law, rules or regulations governing electronic fund transfers.
Delivery. You shall be solely responsible for submitting all Entries within the time periods specified in the Instructional Material and, upon our request, for delivering to us any other data, information, instruments, and documents relating to each Entry submitted through the ACH Payment Service. We may reject any Entry determined by us, in our sole discretion, to have been submitted after or before the time required by any applicable schedule or deadline.
Training Authorized ACH Users. You are solely responsible to assure that each Authorized ACH User shall be trained on and familiar with the systems used to provide the ACH Payment Service, the procedures described in this Addendum, and NACHA’s Rules and ACH Originators Handbook.

Scope of the ACH Payment Service. We will process and transmit the Entries submitted through the ACH Payment Service to the Participating Financial Depository Institutions, subject to the Rules and this Agreement. We have no obligation to act on, correct, reverse, adjust, or stop payment or posting of Entries or Entry data that does not comply with the requirements or deadlines of the Bank or the Rules. We have no obligation to detect errors with respect to any Entry. However, if we detect an error with respect to an Entry, we will attempt to give you notice of the error, and you agree to furnish to us corrections promptly via the systems that provide the ACH Payment Service or as we shall direct. If you discover that any Entry is in error, you immediately shall give telephonic notice to us of the complete nature of the error and each affected Entry, and immediately thereafter shall confirm your telephonic notice in writing. You have no right to reverse, adjust or stop payment or posting of any Entry after the Entry has been transmitted by us or subsequent to any earlier time as the Rules or we may prescribe from time to time, except in accordance with procedures contained in the Rules, or any other applicable agreement. We reserve the right to limit the nature and amount of the Entries processed under this Agreement and to refuse to process any Entry if, in our sole judgment (a) there is reasonable cause to believe that any Entry will be returned or will not settle in the ordinary course of the transaction for any reason, (b) to do otherwise would violate any limit set by the applicable clearing house association or any governmental authority or agency to control payment system risk, or (c) an Entry would create an overdraft of an ACH Account. If any of the foregoing actions are taken by us with respect to a particular Entry, we will notify you as promptly as practicable, but in no event later than two (2) business days after our decision. We have no obligation at any time to process any Entry that exceeds the Collected Funds in the ACH Account at the time that you initiate the Entry. We have the right, but not the obligation, to refuse to process any Entry for the purpose of determining whether you authorized the Entry, and shall incur no liability for any delay caused by exercising this right. We have no obligation whatsoever at any time to verify any Entry or to confirm that the Entry is initiated to make employee, tax or vendor payments, and we will have no liability for failing to verify any Entry or confirm the purpose of any Entry.

Effect of Rules. You agree to comply with and be bound by the Rules, as they may be amended from time to time, including all limitations and requirements imposed upon you as an "Originator" under the Rules. Any changes in the Rules shall be deemed automatically to amend this Agreement, effective as of the date the changes in the Rules become effective. You agree that no Rule shall be deemed to diminish our rights under this Agreement, except in the case of direct conflict, in which event the Rules shall control. Without limiting the foregoing, we may issue from time to time operating rules and procedures to you describing the operating procedures for the ACH Payment Service. From time to time, we may also issue updates to the operating rules and procedures. You agree that you will access and utilize the ACH Payment Service in accordance with our operating rules and procedures.

Fees. You agree to pay the fees for the ACH Payment Service provided in Section 10.A. You also agree to pay and reimburse us for all governmental and third party fees or taxes arising out of or related to our providing the ACH Payment Service to you.

Reliance on Your Instructions. You understand and agree that, unless we, in our sole discretion, elect to do so, we will not verify the terms of any Entry submitted through the ACH Payment Service. You are solely responsible for the accuracy and completeness of all data, instructions or other information regarding any Entry that is provided to us. You authorize us to process each Entry submitted through the ACH Payment Service in accordance with the information that we receive from you in accordance with the ACH Security Procedures. We shall have no responsibility for any erroneous information you provide, and no liability for any losses you may suffer that arise from or relate to any erroneous information you provide for any Entry submitted through the ACH Payment Service.

Limitation of Liability. Except as otherwise required by applicable law, neither we nor our affiliates, third party service providers or their affiliates shall be liable, and you release and waive any and all claims against us, our affiliates, third party service providers or their affiliates for any and all losses, damages, claims, judgments, costs and expenses incurred by you or by any other person or entity, whether or not acting as your agent or employee, that arise from or relate to your use of the ACH Payment Service. The limitations on the liability of the Bank, our affiliates, third party service providers or their affiliates provided in this Section are in addition to, and shall not diminish, any limitations on this liability contained in Section 9.E., any applicable Account Agreement or any other agreement between you and us.

Indemnity.

You agree to indemnify, protect and hold harmless the Bank, our service providers and affiliates (including their respective officers, employees and agents) from and against any and all losses, damages, claims, judgments, costs and expenses (including reasonable attorneys’ fees) arising from or relating to: (i) your use of the ACH Payment Service; (ii) any errors, negligence, action, inaction, or involvement by you, the Bank, our service providers and affiliates, or their actual or apparent officers, employees, and agents in connection with the ACH Payment Service, or otherwise; (iii) submission of: (A) any Entry for which there are insufficient Collected Funds at the time of submission; (B) any Incorrectly Formatted Entry; (C) any prepaid Entry submitted under this Agreement that contains an ACH debit file, batch or item; or (D) any Entry that later is delayed or suspended for any other reason.
Actual receipt by us of proper notice or delivery of any information (e.g., stop payment, return, processing, dishonor and similar notices required by law or under this Section 7.B, this Agreement, the Rules, or any other applicable agreement) from you before the deadline required by us in our sole discretion is an express and non-waivable condition precedent to our related obligation to perform any service or to meet any deadline imposed by law, any agreement or any person. You bear the burden of proof of the time and manner of our actual receipt of any notice or transmittal of information.
Termination. In addition to the termination rights provided in Section 10.I, we may terminate the ACH Payment Service at any time and without notice to you or any other person if, on three (3) or more separate dates, you submit any Entry for which there are insufficient Collected Funds in the ACH Account at the time of submission. We shall use reasonable efforts to communicate notice of the termination to you promptly, and will provide written confirmation of the termination if the initial notice of termination was not communicated in writing.
Representations and Warranties. You represent and warrant that each electronic communication submitted through the ACH Payment Service, including without limitation each Entry, shall comply with this Agreement, the NACHA Rules and all applicable law. You also represent and warrant that: (a) The ACH Account is not a “consumer account” as contemplated by the Electronic Fund Transfer Act, 15 U.S.C. 1693 et seq., and Regulation E, 12 CFR Part 205; (b) You shall submit an Entry on the ACH Account only for commercial purposes, and never for personal, family or household purposes; (c) You shall submit an Entry only to make an employee, tax or vendor payment, and for no other purpose; and (d) Each Entry shall be in the form of an unbalanced file. As used in this provision, an unbalanced file means an Entry that contains only the originating items for that Entry without any corresponding offset or settlement transaction. All Prenotifications and Entries shall be submitted through the ACH Payment Service prior to the opening of business on the applicable Settlement Date in computer readable media as provided under the Rules, and in the record format specified by us from time to time. We may reject any Entry which we determine in our sole discretion not to be in compliance with our then applicable format requirements, the Rules, any federal or state laws or regulations, or the terms and conditions of this Agreement. You agree that we have no responsibility to determine whether you have complied with any federal or state law or regulation. You agree to provide any additional information and to execute any additional documents or agreements that we may request in connection with your use of the ACH Payment Service.
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.

8. Provisions Applicable Only to 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 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 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 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 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 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:

if, through no fault of the Bank, you do not have enough money in the Online Account to complete a transaction from that account;
if the amount of the transfer would exceed the amount of available credit under any overdraft protection line of credit for the related Online Account;
if you have not properly followed instructions provided in connection with your Internet Computer or Software, if your Internet Computer fails to meet the Technical Standards required to access and use Online Banking, or if your Internet Computer or Software fails or malfunctions;
if you have not complied with the Bank's instructions in this Agreement (which includes the Online Terms) on how to make the transfer or bill payment;
if the Bank has not received complete, correct, and current instructions so that the Bank can make the requested transfer or bill payment;
if you do not authorize a transfer or bill payment soon enough for your payment to be received by the payee by the time it is due or you schedule a payment to be made after its due date;
if withdrawals from the applicable Online Account have been prohibited by a court order such as a garnishment or other legal process;
if your Online Account is frozen because of dispute about ownership;
if your Internet Computer, your Software, or Online Banking was not working properly and you knew about this problem when you attempted to authorize a transfer or bill payment;
if circumstances beyond the Bank's control prevent making a transfer or bill payment, despite reasonable precautions that the Bank has taken. Such circumstances include, without limitation, conflicts with federal or state law or regulation, acts of civil or military authority, national emergencies, insurrection, war, riots, labor difficulties, natural disasters, acts of God, weather conditions, flaws in your Software or Internet Computer, equipment failure or malfunction, material shortage, or failure or malfunction of power, communication or transportation;
if the Bank stops the transfer or bill payment because it has reason to believe that a transaction has not been properly authenticated or is fraudulent;
if the Bank's failure was not intentional and resulted from a bona fide error, notwithstanding its procedures to avoid such error, except for actual damages, which, to the extent permitted by applicable law, do not include indirect, incidental, consequential, special, exemplary or punitive damages, including attorneys' fees and lost profits, even if advised of the possibility of such damages.

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.

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 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

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.

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.

9. Provisions Applicable Only to Commercial Accounts

A. Designating and Managing Users

As long as your subscription to Online Banking includes at least one commercial Online Account and you access Online Banking through the Bank’s Web site, 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:

To access each of the Online Accounts and to perform all of the functions described in Section 5 and Section 7 above that are provided in connection with your subscription to Online Banking with respect to each Online Account;
To designate one or more additional individuals who will be authorized to access and use your subscription to Online Banking (each referred to as an “Authorized User”) and one or more Authorized Users who also are entitled to administer access to and use your subscription to Online Banking (each referred to as an “Additional Administrator”); and
To establish the scope of authority for each Authorized User and each Additional Administrator with respect to the Online Accounts and Services included with your subscription to Online Banking and, if applicable, for each Authorized Wire User and each Authorized ACH User.

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.

B. Protecting Your Security Codes

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 the 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 also agree to review promptly each periodic statement you receive from the Bank for an Online Account in order to detect any unauthorized transactions. You recognize that anyone possessing the Security Codes can access the 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 Online Accounts from theft or misuse.

C. Commercially Reasonable Security Procedures

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, Bill Pay 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.

D. 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 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 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.

E. 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:

For any error in transferring funds from or into a commercial Online Account if you fail to notify us of the erroneous transfer within thirty (30) days after we deliver or otherwise make available an account statement showing the erroneous transfer;
For any consequential, indirect, incidental, special, exemplary, punitive or similar damages, including attorneys' fees or lost profits, even if advised of the possibility of such loss in advance;
For losses, damages or costs arising from or relating to any of the circumstances for consumer Online Accounts listed in Section 8 above;
For any failure to make a transfer or payment when your Online Account is frozen or funds are otherwise unavailable under the terms of your Account Agreement with the Bank;
For any losses, damages or costs, relating to or in any way arising out of the use of Online Banking or the installation, use, or maintenance of your Internet Computer or Software;
For any losses, damages or costs arising from or relating to your failure to maintain the confidentiality and security of your Security Codes, any or all components of your Security Codes or any other information that enables any other person to gain access to your Online Accounts or your subscription to Online Banking; and
For any losses, damages or costs arising from or relating to your failure to receive notices and other communications (including Security Codes) that the Bank has sent to your current address and/or e-mail address shown on the Bank’s records, regardless of whether the address on that communication included any designation for delivery to the attention of any particular individual.

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:

If the bill payment or transfer is not made or is delayed, or if a payment or transfer is made in an erroneous amount that is less than the amount authorized by your instructions – Unless otherwise required by law, the liability of the Bank, its service providers and their affiliates shall be limited to correcting the transfer or payment.
If the bill payment or transfer is made in an erroneous amount that exceeds the amount provided in your instructions, or the Bank permits an unauthorized payment or transfer after you have provided notice under Section 10.C below and the Bank has had a reasonable time to act on your notice – Unless otherwise required by law, the liability of the Bank, its service providers and their affiliates shall be limited to a refund of the amount erroneously paid or transferred.

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.

F. 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 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:

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

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.

10. Other Terms and Conditions

A. 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.

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 access to and/or the set-up of ACH or Wire Transfer Service, the number of stop payments you request, the number of check images you view during a period of time, or the number of ACH Entries you submit or Wire Transfers you initiate.

iii. About Fees Generally.

Fees are shown in the Bank's schedule of service charges for Online Banking, which may be revised from time to time as provided in Section 10.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 Online Account from which the Usage Fee arises. If the funds in your 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 other Online Account 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 10.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 Online Account will continue to apply.

B. 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.

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 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:

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

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.

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:

When it is necessary for completing transactions you have requested;
When it is necessary to activate or provide Online Banking to you;
In order to verify the existence and condition of your account to a third party, such as a consumer reporting agency or other credit bureau, or a Biller;
In order to comply with a governmental agency or court order;
In order to prevent or remedy fraud;
As permitted by applicable law, and
If you give us your written permission.

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.

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 Bill Pay Service 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. This Subsection i. applies if you reside outside California and we do not maintain your Online Account in California.

a. Arbitration

By subscribing to Online Banking, or by accessing or permitting another to access your subscription to Online Banking, you agree that if a dispute, claim or controversy of any kind arises out of or relates to this Agreement, use of your subscription to Online Banking, any of your Online Accounts, or any transfers involving your Online 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 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, use of your subscription to Online Banking, any of your Online Accounts, any transfers involving your Online Account, or any advertisements, promotions, or oral or written statements related to this Agreement or Online Banking, (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 or 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 Online 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).

When the aggregate of all Claims by both you and us does not exceed $250,000, any expedited procedures provided in the Rules (the “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 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: (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 Online Accounts. 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 any or all of your Online Accounts.

b. 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, use of your subscription to Online Banking, any of your Online Accounts, or any transfers involving your Online Accounts, 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.

c. 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. This Subsection ii. applies if either you reside in California or we maintain your Online Account in California.

a. Judicial Reference & Waiver of Jury Trial

By subscribing to Online Banking, or by accessing or permitting another to access your subscription to Online Banking, you agree that if a dispute, claim or controversy of any kind arises out of or relates to this Agreement, use of your subscription to Online Banking, any of your Online Accounts, or any transfers involving your Online Accounts, 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, use of your subscription to Online Banking, any of your Online Accounts, any transfers involving your Online Account, 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 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.

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.

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. If the dispute involves a consumer Online Account: (i) except for any filing fee you must pay 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; and (ii) 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.

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 any or all of your Online Accounts.

b. Attorneys’ Fees.

In any action between you and us regardless of whether it is a 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. 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.

H. Changing this Agreement

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

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.
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 10.N below
For changes not described in Subsections i and ii above, the Bank may notify you as provided in Section 10.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 10.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 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. 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, Sections 8.A and B, 9.E, 10.A, and 10.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 e-mail addresses. You may make changes to your e-mail address or some of your other contact information by logging into Online Banking through the Bank's Web site. To change the other contact information, you must contact Customer Service (as provided in Section 10.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. s

K. 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 for bill payment or bill delivery 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.

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

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 10.J of this Agreement.

O. Consent to Calls

By providing us with a telephone number (including a wireless/cellular telephone), you are providing your express consent to receiving autodialed and prerecorded message calls from us at that number for fraud prevention, servicing, or other non-marketing purposes.

Schedule of Service Charges For Online Banking Services

Banking Services	FREE
Bill Pay Service
For one or more Basic Checking accounts All other accounts	$4.95 / month FREE
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
Wire Transfer Service (Available only on commercial accounts)
Set-up Fee Usage Fee	$50 / account set-up $15 / wire transfer
ACH Payment Service (Available only on commercial accounts)
Set-up fee Usage Fee Returned Item Fee	$50 / account set-up $1 / ACH payment $3 / returned item
BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. Compass Bank, Member FDIC.

A Spanish version of this document is available as a courtesy to our clients who use Spanish as their primary language. Although Compass Bank has taken every precaution possible to translate the original document correctly, the Spanish translation is only a courtesy to our clients. Please take note that all official documents from Compass Bank will be in English only. Please visit. www.bbvacompass.com to view the Spanish version.

Hay disponible una versión en español de este documento como cortesía a nuestros clientes que utilizan el mismo como idioma nativo. Aunque Compass Bank ha tomado todas las precauciones posibles a fin de traducir correctamente el documento original, la traducción al español es solamente una cortesía para nuestros clientes. Se te agradece tengas en cuenta que todos los documentos oficiales de parte de Compass Bank serán redactados solamente en inglés. Visita www.bbvacompass.com para ver la versión en español.

Revision date: 06/06/11

Online Banking

Agreement and Disclosure Statement for Online Banking

Index

Agreement and Disclosure Statement for Online Banking

1. What This Agreement Covers

2. Accessing Online Banking

3. Online Accounts

4. Security Procedures

A. Security Codes

B. Your Obligations

5. Online Banking Services

A. Banking Services

B. Bill Pay Service

C. Stop Payment Requests

D. MyCompass Service

6. Additional Services for Consumer Accounts Only

A. Simple Personal Payments Service

7. Additional Services for Commercial Accounts Only

A. Wire Transfer Service

B. ACH Payment Service

8. Provisions Applicable Only to Consumer Accounts

A. Your Liability for Consumer Accounts

B. Bank's Liability for Consumer Accounts

C. Error Resolution for Consumer Accounts

9. Provisions Applicable Only to Commercial Accounts

A. Designating and Managing Users

B. Protecting Your Security Codes

C. Commercially Reasonable Security Procedures

D. Your Liability for Commercial Accounts

E. Limitation of Liability for Commercial Accounts

F. Error Resolution for Commercial Accounts

10. Other Terms and Conditions

A. Charges for Online Banking

B. Periodic Statements

C. Reporting Unauthorized Transactions or Disclosure of your Security Codes

D. Confidentiality of Information About Online Accounts

E. Information Authorization

G. Business Days and Hours of Operation

H. Changing this Agreement

I. Termination

J. Changes to Your Contact Information

K. General Provisions

L. Assignment and Service Providers

M. Exclusions Of Warranties

N. Notice

O. Consent to Calls

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