Skip to main content

Online Banking Agreement and Disclosure Statement

This Online Banking Agreement and Disclosure Statement (“Agreement”) contains the terms and conditions for the use of the online and electronic banking services being provided by Cadence Bank, N.A. as described herein. This Agreement supplements, but does not replace, any other agreement you might have executed with respect to any deposit account or other products provided to you by us. Other agreements you have entered into with us including, but not limited to, the Deposit Account Agreement are incorporated by reference and made a part of this Agreement. Unless otherwise noted, if there is any conflict between this Agreement and the Deposit Account Agreement, this Agreement will govern the use of the Services described herein.

 

By clicking “I Agree,” you consent to the terms and conditions of this Agreement. This Agreement is subject to change from time to time. Each time you use any Service described in this Agreement, or allow any other person to use any Service in relation to any of your accounts, financial products or services, you are confirming your acceptance of the terms of this Agreement (including, but not limited to, the terms of that particular Service) that are in effect at that time.

 

WE DIRECT YOUR ATTENTION TO SECTION 9, DISPUTE RESOLUTION. THIS AGREEMENT CONTAINS PROVISIONS FOR BINDING ARBITRATION AND WAIVER OF JURY TRIAL. YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDES YOUR ACCEPTANCE OF SUCH PROVISIONS. IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN THROUGH JURY TRIAL. FURTHER YOU WILL NOT HAVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION OR SIMILAR PROCEEDING IN COURT OR IN ARBITRATION.

 

Table of Contents

 

1. Scope of Agreement, Definitions, General Terms and Conditions

1.1 Scope of Agreement

1.2 Definitions

1.3 Computer Requirements and Technical Standards

1.4 Security Procedures

1.5 Your Personal Information

1.6 Authorization

1.7 Service Fees and Charges

1.8 Returned Payment Transactions

1.9 Compliance with Laws; Acceptable Use

1.10 Service Providers

1.11 Third Party Services

1.12 Information Provided Through Services

2. Online Banking Services

2.1 Online Account Services

2.2 edelivery Service

2.3 Transfers Between Online Accounts

2.4 Account-to-Account (A2A) Transfer Service

2.5 Bill Pay Service

2.6 Bill Delivery Service

2.7 Person to Person Transfer (Popmoney) Service

3. Mobile Banking Services

3.1 Enrollment

3.2 Mobile Banking Service

3.3 Security of Mobile Device

3.4 Use of Service

3.5 Relationship to Other Terms

4. TotalMoney Service

5. Your Obligations and Liability for Consumer Accounts (Regulation E Disclosure)

5.1 Types of Available Transfers

5.2 Your Liability for Unauthorized Transfers

5.3 Telephone Number and Address in Event of Lost, Stolen or Compromised Device, or Unauthorized Transfer

5.4 Your Documentation of Transfers

5.5 In Case of Billing Errors or Questions About Your Electronic Transfers

5.6 Our Liability for Failure to Make Transfers

5.7 Disclosure of Information to Third Parties

5.8 Your Right to Stop Payment on Preauthorized Transfers

6. Special Provisions For Commercial Users of Services

6.1 Consumer Protection Inapplicable

6.2 Transmission of Information

6.3 Authorized Users

6.4 Examining Records and Reporting Errors

6.5 Organization Authority

7. Disclaimer of Warranties, Limitation of Liability & Indemnification

7.1 Disclaimer of Warranties

7.2 Limitation of Liability

7.3 Indemnification

7.4 Delays in Service

8. Notices & Communications

8.1 Electronic Communications

8.2 Customer Service

8.3 Changes in Address and Personal Information

8.4 Consent to Telephone/Email Service Communications

9. Dispute Resolution

9.1 Arbitration Procedure

9.2 Waiver of Class Action Claims

9.3 Waiver of Jury Trial

9.4 Applicable Law

10. Additional Terms and Conditions

10.1 Amendments to this Agreement

10.2 Termination /Suspension by Us; Inactivity

10.3 Cancellation of Services by You

10.4 Links and Frames

10.5 Your Privacy

10.6 Electronic Records

10.7 Data Recording

10.8 Intellectual Property

10.9 Ownership & License

10.10 Setoff

10.11 Assignment

10.12 Captions

10.13 Waiver

10.14 Severability

10.15 Entire Agreement

 

 

1. SCOPE OF AGREEMENT, DEFINITIONS, GENERAL TERMS AND CONDITIONS

 

1.1 Scope of Agreement. We offer the Services under the terms and conditions of this Agreement. The Services are offered only to residents of the United States who can form legally binding contracts under applicable law. We, in our sole discretion, will designate both the number of accounts and the types of accounts that may be included in Online Banking, and may change these designations from time to time. If you have more than one account enrolled in the Online Banking Services, one of your Online Accounts will be designated as your primary account. You may designate your primary Online Account during your enrollment for Online Banking Service and each Service in which you enroll.

 

This Agreement is effective between you and us. You are individually and jointly and severally liable for all transactions initiated through the Services, even if you did not participate in the transaction. When a Service is utilized to effect transactions on one or more joint Online Accounts, we may act on the verbal, written or electronic instructions of any authorized signer of such Online Account.

 

1.2 Definitions. The following terms and definitions apply when used in this Agreement:

 

  • “Affiliate” means any entities or companies related by common ownership or control.
  • “Authorized User” means with respect to non-consumer and business users of the Services, authorized signers on your Service Accounts or other trusted employees, agents, and/or persons whom you want to act as your representatives to access your Online Accounts and to use the Services on your behalf.
  • “Business Day” means Monday through Friday, excluding Federal Reserve Bank holidays.
  • “Mobile Banking Services” means the mobile electronic banking services described under the terms of this Agreement.
  • “Mobile Device” includes a cell or mobile phone, tablet computer, or personal electronic device satisfying hardware and software requirements as specified by us from time to time.
  • “Online Account” means any account or financial service product you have with us, which may be assessable through the Website. Online Accounts may include a deposit account, a loan account or other line of credit account. An Online Account may be either a consumer account or a business account. our representation when you open an account that an account is a business account (meaning that the account is not used primarily for personal, family, or household purposes) is binding and conclusively establishes the non-consumer nature of the account.
  • “Online Banking Services” means the Fluent Online Banking Service and other associated Services described in and provided under the terms of this Agreement.
  • “Security Credentials” means any user name, password, code, token, security question, procedures, processes or other unique identifier that will be used to obtain access to the Services, to authenticate you and/or to authorize certain transactions or activities.
  • “Services” means any product or service we provide to your pursuant to the terms of this Agreement, which includes both the Online Banking Services, Mobile Banking Services and other services described herein.
  • “Service Provider” means any agent, independent contractor, vendor, service provider or designee, and their affiliates, that we may, in our sole discretion, involve in the delivery or performance of any of the Services.
  • “We”, “us”, and “our” mean and refer to, as the context may require, Cadence Bank, N.A. or any affiliate of Cadence Bank, N.A. with which you have established on or more Online Accounts, and any Service Provider that we may, in our sole discretion, involve in delivery of the Services.
  • “Website” refers to the Cadence Bank website and all other web pages maintained by us and accessible through cadencebank.com. It also includes any other website or web pages you can access only after you enter into this Agreement as a condition to accessing the website. It does not include any website that has its own separate agreement governing online access.
  • “You”, “your”, and “yours” mean and refer to (i) each and every person who now or hereafter is an account holder or owner with respect to, or has any interest in, any Online Account, and (ii) each and every person who now or hereafter subscribes to or uses any Service (including, without limitation, Authorized Users and any person permitted by you to use any Service).

 

Other definitions may appear within the remaining text of this Agreement. Unless the context clearly requires otherwise, a singular term includes the plural and vice versa, and a word of one gender includes the other. “Such as” and “including” mean the terms that follow are merely examples and are not intended to limit the possibilities.

 

1.3 Computer Requirements and Technical Standards. In order to use the Services, you must have access to both a computer, which includes any wireless device, and the internet. Technical requirements and specifications regarding the use of the Services may be found on the Website and in any informational materials provided by us in connection with use with the Services, as amended from time to time. We do not guarantee the compatibility of the Services with all computer systems, internet browsers, hardware and/or software, and you are responsible for assuring that your computer meets the applicable standards for use of the Services at all applicable times.

 

We are not responsible for any damages or losses resulting from any errors, interruption or failures of improperly installed or improperly maintained hardware and software on your computer or resulting from any computer viruses or malicious software affecting your computer or its software. Undetected or unrepaired viruses may corrupt and destroy your programs, files and hardware and may result in loss or fraud. We encourage you to install and routinely update your computer’s anti-virus software, apply all applicable security patches for your operating system, and utilize a firewall on your computer.

 

1.4 Security Procedures.

 

1.4.1 Security Credentials. We require you or any Authorized User to use Security Credentials to gain access to the Services, and you will not be allowed to access the Services without correctly entering your Security Credentials. We may provide you a security code for your initial use of the Services or for any reset of your settings and you will be required to select or create personalized Security Credentials thereafter. From time to time, we may require you to select or create different Security Credentials and may change the types of security techniques used to access for all or any of the Services. We also may provide you with operating procedures and other instructions in connection with other required processes for certain Services.

 

1.4.2 Protecting Your Security Credentials. You are responsible for maintaining the security and confidentiality of your Online Account and Security Credentials, and you agree to prevent unauthorized use of the Services. You agree not to give your Security Credentials or make it available to another person who is not authorized to access your Online Account. If you allow any person access to your Security Credentials or to use the Services, you will have authorized that person to use the Service, and you agree that you will be bound by any transactions or acts initiated under the Service. You should change your Security Credentials password frequently and avoid using the same password for this Service as for other of our services or other secure accounts you have with other entities. If you believe that any of your Security Credentials have been lost or stolen or compromised or that any transaction involving any of your Online Accounts may have been made without your authorization, you should contact us immediately.

 

1.4.3 Commercially Reasonable Procedures. You agree and acknowledge that use of the Security Credentials and any other required security techniques authenticate your identity and verify the instructions you provide to us, and are not used to detect error in the transmission or content of communications or instructions made through the Services. You bear sole responsibility for detecting and preventing any such errors. You further represent that you have carefully considered the circumstances of your use of the Services and the transactions that you will effect through the Services, and you acknowledge and agree that the Security Credentials constitute commercially reasonable security procedures under applicable law for the transactions you intend to effect through the Services. We reserve the right to modify, amend, supplement, or cancel any or all security procedures, at any time and from time to time in our discretion. We will endeavor to give you reasonable notice of any change in security procedures, but we may make any change in security procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed security procedures and/or continued use of the Services after any change in security procedures shall constitute your agreement to the change and your agreement that the applicable security procedures, as changed, are commercially reasonable and adequate for the purposes intended.

 

1.4.4 Breach of Security Process. In the event of the breach of any applicable security procedures, you agree to assist us in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing us or our agent access to your systems, computer hardware and software, storage media and devices, and any other equipment or device that was used or may have been used in breach of the security procedures. You further agree to provide to us with any analysis of such systems, computer hardware and software, storage media and devices, and other equipment or devices, or any report of such analysis, performed by you, your agents, law enforcement agencies, or any other third party. Any failure on your part to assist us shall be deemed an admission by you that the breach of the security procedures was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the security procedures from you and not from a source controlled by us.

 

1.5 Your Personal Information. You agree to provide us with such financial and other information or documentation as we may request from time to time for the purpose of determining your eligibility for any Service, enabling us to effectively deliver the Services, and/or complying with applicable laws and regulations. You confirm, certify, and represent that any and all information that you provide to us with regard to your use of the Services is true and correct, and you agree that we may rely on all such information without verification in the performance of our duties and responsibilities under this Agreement and in the execution of any transactions. Your enrollment in any of the Services may not be fulfilled if we cannot verify your identity or other necessary information. In order to verify ownership of the Online Account, any other account held with us or any account held at a different financial institution for use in any Service, you authorize us to issue offsetting debits and credits to the applicable account and require confirmation of such from you. Through your enrollment in any such Services, you authorize us to investigate or reinvestigate at any time any information provided by you and to request reports on you from third party reporting agencies, credit bureaus, public databases or engaging a third party service to verify and obtain information about you. Subject to applicable law and other provisions of this Agreement, you agree that we may disclose information about you and about any transactions to third parties as we deem necessary or convenient in order to discharge our duties and responsibilities in the delivery of the Services, and/or as necessary for us to comply with applicable law or regulations (including, without limitation, disclosures to government authorities of information concerning you and transactions). You further understand and agree that we reserve the right to use your personal information for our and our Service Providers' everyday business purposes, such as to maintain your ability to access the Services, to authenticate you when you log in, to send you information about the Services, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Service and the content and layout of the Website.

 

1.6 Authorization. By providing information necessary to execute transactions and otherwise following our procedures for the execution of transactions through the Service, you authorize us to perform those transactions. To the fullest extent allowed by law, you agree to be bound by (i) any and all transactions and activity entered through the Services using your Security Credentials, whether authorized or unauthorized, and notwithstanding any dual or multiple signature requirements identified on a signature card, organizational resolutions, or other documents relating to your Online Accounts, and (ii) any and all transactions and activity entered through the Services that are otherwise actually authorized, confirmed or ratified by you, or with respect to which you receive benefit. Our records demonstrating proper use of the Security Credentials and other applicable security procedures in connection with any Service transaction or activity will be deemed conclusive proof that the transaction or activity was authorized and that you are bound by thereby. You agree and intend that the authorization of transactions through the Services shall be considered the same as your binding written signature in authorizing us to perform any action relating to the transactions requested. You authorize us to make adjustments to your Online Accounts, by debits or credits, as necessary to correct errors in Service transactions. You acknowledge and agree that any co-owner of any Online Account or user of the Services individually may (i) activate any applicable Service with respect to the Online Account, (ii) consent and agree to the terms and conditions for any such Service, and/or (iii) terminate any such Service, and you further acknowledge and agree that any such action will be binding upon all owners of the Online Account.

 

1.7 Service Fees and Charges. You agree to pay all fees and service charges applicable to your use of the Services. Current fees and service charges are provided in the fee schedule provided to you in connection with receiving the Deposit Account Agreement or may be disclosed in the applicable Service user interface. Fees and charges are subject to change. You also may contact our Customer Service Department or visit any of our banking offices for current information about applicable fees and charges. You authorize us to deduct Service fees and charges from any Online Account that you use in connection with the Services, and to the extent such Online Account lacks sufficient funds for the payment of Service fees and charges, from any of your other accounts maintained with us. You acknowledge that Service fees and charges are in addition to fees and charges that may otherwise be applicable to your Online Accounts or to other applicable services you use, and are in addition to any fees and charges that may be assessed by your third party service providers. If you access the Services through your Mobile Device, you may also incur charges from your telecommunications carrier to receive internet, cellular or other data services on your Mobile Device.

 

1.8 Failed Or Returned Payment Transactions. For any of the Services that you are requesting us to make payments for you from an Online Account, if we are unable to complete the payment transaction for any reason associated with your Online Account (for example, there are insufficient funds in your Online Account or the transfer would exceed any overdraft protection limit), the payment transaction may be declined or returned unpaid. In certain circumstances, we will attempt to debit the Online Account a second time to complete the transaction. In some instances, you will receive a return notice from us. In each such case, you agree that:

 

i. You will reimburse us or our Service Provider immediately upon demand the amount of the transfer if we have delivered the payment but there are insufficient funds in or insufficient overdraft credits associated with your Online Account to allow us to complete the debit processing;

ii. If we complete a payment transaction on your behalf and you do not have sufficient funds in your designated Online Account to cover such transaction, we may assess our standard paid overdraft item/returned item fee, as in effect and disclosed in the fee schedule associated with the Deposit Account Agreement at such time. You hereby authorize us to deduct these amounts from your designated Online Account by ACH debit;

iii. You will reimburse us and our Service Provider for any fees or costs we or they incur in attempting to collect the amount of the return from you; and,

iv. We and our Service Provider are authorized to report the facts concerning the return to any credit reporting agency.

 

1.9 Compliance with Laws; Acceptable Use. You agree to comply with all applicable laws, rules and regulations in connection with the Services. You further agree to be bound by operating rules and regulations imposed by any processing networks, funds transfer systems or clearinghouse which process Service transactions, including, but not limited to, the rules and regulations of the National Automated Clearing House Association (the “NACHA Rules”). You agree not to use or attempt to use the Services: (i) to engage in any illegal, fraudulent or abusive purpose or activity or to violate any applicable law, rule or regulation; (ii) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction; (iii) to cause, permit, or facilitate access to the Website or any Service by automated electronic processes, including, without limitation, “robots,” “spiders,” “scrapers,” “webcrawlers,” or other computer programs that monitor, copy, or download data or other content found on, or accessed through, the Website or Services; (iv) to upload, transmit, or otherwise make available any material, or information that is unlawful, harmful, threatening, abusive, harassing, tortious, profane, obscene, defamatory, or otherwise objectionable; (v) to interfere with, damage, disrupt, unreasonably drain the resources of (through virus infections, denial of service attacks, any form of excessive use, or any other drain), translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for, or adapt in any way, the Website, Services, or servers or networks supporting the Website or Services, or disobey any requirements, procedures, or policies of any internet network provider; (vi) to bypass any technology protecting the Website or Services, or interfere or attempt to interfere the Website or Services through any device, software or routine; (vii) that violates any rights of any third-party or that violates or infringes on the intellectual property rights of any third-party; (viii) to cause us or our Service Providers to lose any of the services from our internet service providers, payment processors, or other vendors; or (ix) to engage in any transaction or activity that is not specifically authorized and permitted by this Agreement. You acknowledge and agree that we have no obligation or duty to monitor, review or evaluate your transactions for legality and that we may presume that all of your transactions are legal in all applicable jurisdictions. We reserve the right to decline any transaction that we believe is an illegal or high-risk transaction or otherwise violates the terms of this Agreement. You further agree that we are not responsible for the recovery or reimbursement to you of any funds transferred in connection with any transaction authorized by you that is determined to be illegal. In no event shall we or our Service Providers be liable for any claims or damages resulting from or related to your violation of the acceptable uses of the Service or this Agreement.

 

1.10 Service Providers. We reserve the right to offer you any Service through one or more Service Providers that we have engaged to render some or all of a Service to you on our behalf. However, notwithstanding that we have engaged a Service Provider to render some or all of the Service to you, we are the sole party liable to you for any payments or transfers conducted using the Service and we are solely responsible to you and any third party to the extent any liability attaches in connection with the Service. 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 intended third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us.

 

1.11 Third Party Services. We also may arrange for third parties not affiliated with us to make their products and services available to you through the Website or through your Mobile Device (“Third Party Services”). Third Party Services may be subject to separate terms and conditions between you and the provider of such services and you are responsible for obtaining a valid and separate license agreement with the third party provider. In the event of a conflict between the terms of this Agreement and the terms of any agreement between you and the third party provider of a Third Party Service, the terms of this Agreement shall control with the respect to the matters addressed in this Agreement. Unless we otherwise agree in writing, and subject to applicable law, the third party provider of any Third Party Service is solely responsible for the Third Party Service and we shall have no responsibility or liability to you therefor. No breach or default by the third party provider with respect to any Third Party Service shall in any way relieve you of your obligations to us under this Agreement or allow you to withhold the performance thereof. The privacy, information-sharing, and security policies of any third party provider of a Third Party Service may differ from our policies and you are responsible for reviewing and understanding the provider’s policies before you obtain a Third Party Service.

 

1.12 Information Provided Through Services. Any Online Account transaction or activity information that is provided to you through any Service will include a date and/or time as of when such information is current. The balance or recent activity provided to you through the Services may differ from your records because it may not include deposits in process, outstanding checks or other withdrawals, payments, charges or transactions. You agree to regularly review your Online Account balance and your transaction history that is made available through applicable Services and to notify us immediately of any errors or suspected unauthorized transactions or activity. You agree not to rely or act upon any data or information obtained through the Services that you know, or have reason to know, is erroneous, incomplete, or not current.

 

 

2. ONLINE BANKING SERVICES

 

When you enroll in Online Banking Services, the following services shall be accessible, subject to the specific terms and conditions set forth herein.

 

2.1 Online Account Services.

 

2.1.1 Account Information. You may use the Online Banking Service to view the account balance and recent activity in your Online Accounts. This 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.

 

2.1.2 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 through the Online Banking site.

 

2.1.3 Secure Messages with the Bank. Through the Online Banking Service, you may send and receive secure electronic messages to and from us. Secure mail is accessible after you log into the Online Banking Services. You cannot use secure mail to initiate transactions or make any other payment requests. From time to time, the Bank may send unsecured electronic mail to your email address to notify you that certain information is available. The Bank will never ask you to send personal information, such as account numbers and passwords, to us in an unsecured email. If you wish to send personal information to us, you should send a secure message using this service. You should never send personal information in an unsecured email. We may not immediately receive secured mail that you send, therefore, do not rely only on secure email if you need to communicate with us immediately. If you need to contact us immediately, use the contact information provided in Section 8.2 of this Agreement or on the Website. We will not take actions based on your electronic mail requests until we actually receive your message and have a reasonable opportunity to act.

 

2.1.4 Alerts. Certain Services may have the capability to send you informational alerts. Such Services may from time to time provide automatic alerts and voluntary alerts. Voluntary alerts may be turned on customized, deactivated and reactivated by you. In our sole discretion, we may add new alert types and/or discontinue alert types at any time and from time to time without notice to you. Within the applicable Service application you may designate an email address and/or the number of a Mobile Device that accepts text messages for alerts (data and text message fees imposed by your mobile service provider may apply to alerts received on your Mobile Device). If the email address or telephone number that you use for alerts changes, you are responsible for informing us of that change. Some alerts may include information about your financial accounts, products and services. You should be aware that anyone with access to your email or your mobile phone number will be able to view the content of these alerts. You understand and agree that any alerts provided to you may be delayed or prevented by your internet or telecommunications provider for a variety of factors. We do not guarantee either the delivery or the accuracy of the content of any alert. You agree that we will not be liable for (i) any delays, failure to deliver, or misdirected delivery of any alert, (ii) any errors in the content of an alert, or (iii) any actions taken or not taken by you or any third party in reliance on an alert.

 

2.1.5 Stop Payment Requests. You may use this stop payment application to request a stop any payment on a check drawn on any of your Online Accounts. 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 2.5.11 of this Agreement for additional information. The charge for each stop payment request submitted through the Online Banking Services will be the fee provided in the fee schedule associated with the Deposit Account Agreement. This fee will be charged regardless of whether we are able to stop the payment. In addition to the terms provided in this Agreement, stop payment requests are governed by the applicable terms and conditions in the Deposit Account Agreement.

 

2.1.6 Check Reorders. You may log onto the Online Banking Service and reorder checks to the mailing address of your applicable Online Account. Check costs vary by account type and the quantity and style of the checks ordered. You may view all products and pricing in the check ordering application.

 

2.1.7 Personal Financial Management Software. The Online Banking Services enables you to download specific information regarding your Online Accounts into Quicken, Microsoft Money, and other software applications. It is your responsibility to obtain a valid and separate license agreement with the third party provider of the software. You understand that the Online Account Information is provided as a convenience to you for account tracking purposes only and should not be considered an official record of your Online Account. It is your responsibility to update your downloaded account information to your software application. We are not liable for any loss, damages or expenses of any kind as a result of your reliance upon downloaded information in your software application.

 

If you choose to download and/or store your Online Account information, you do so at your own risk. You are responsible for maintaining the security and confidentiality of any Online Account information or data that you download, and you assume all risk that any downloaded Online Account information or data may be accessed by unauthorized third parties. If you send the information over a wireless network or in a manner that is not secure, we are no longer responsible for the security and confidentially of that information. We do 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.

 

2.2 edelivery Service. Subject to the terms and conditions of this Agreement, the edelivery Service provides you with an electronic version of your eligible Online Account statements, transaction histories, notices and disclosures that you may view, save and/or print at your convenience.

 

2.2.1 Terms and Definitions. The following terms and definitions apply with respect to the edelivery Service:

 

  • “eStatement” means any electronic periodic statement, transaction history, disclosure, notice and information we provide for an eStatement Account.
  • “eStatement Account” means any Online Account which is enrolled in the edelivery Service. We may at any time, in our discretion, qualify or disqualify any Online Account for eligibility as an eStatement Account.

 

2.2.2 Activation. You may activate the edelivery Service by logging in to the Online Banking Service and following the activation instructions under the edelivery Service tab. Upon activation of the edelivery Service for an eStatement Account, any mailed, paper statements, notices or disclosures (including any cancelled checks or check images, as applicable) that you were receiving for that account will be discontinued, and all subsequent periodic statements for the account will be furnished electronically. If we have been mailing paper statements to you, we may continue to do so (as well as provide electronic versions of the statements) for approximately one (1) month following activation of the edelivery Service.

 

2.2.3 Accessing eStatements. We will post the periodic eStatements for your eStatement Account(s) in the Online Banking Service. An eStatement for any given period may be accessed for approximately twenty-four (24) months following its initial posting. You acknowledge and agree that it is your responsibility to download and save in electronic form, or print and retain, your eStatements for your records before they become unavailable. If you need a paper copy of an eStatement that is no longer available through the Service, you can contact us to order a copy of the statement (applicable copy and research fees may apply). You agree to notify us as soon as possible in the event that you experience any technical difficulties in accessing any eStatements.

 

2.2.4 Notification. Except as otherwise required by applicable law, you acknowledge and agree that it is your responsibility to access the periodic eStatements as they are posted within the Online Banking Service without any notification to do so from us. However, we may in our discretion send a notification to your listed email address or otherwise furnish you with notification (including notification within the Online Banking Service) when eStatements is available. We reserve the right to, and you agree that we may, provide you with eStatements via email transmitted to your listed email address instead of posting them within the Online Banking Service, at any time and in our discretion. You agree to regularly and periodically log in to the Online Banking Service in order to read and review current eStatements that may be posted.

 

2.2.5 Conditions of Service. We reserve the right to require your use of the edelivery Service as a condition certain Services or other products you have obtained from us or for certain features and benefits related to those products. Cancellation of eStatements may therefore result in the modification of terms and features of such products and services or in the conversion of such products and services to different products and services. If you are a consumer, please refer to the Consent for Electronic Communications and Disclosures available on the Website for other terms and conditions regarding the withdrawal of consent for electronic disclosures.

 

2.2.6 Cancellation of eStatements. You may cancel eStatements with respect to one or more of your eStatement Accounts at any time by following the applicable instructions in the Online Banking Service application. If eStatements are cancelled for any eStatements Account, we will begin furnishing you with paper statements for such account beginning with the periodic statement next following our processing of you cancellation of the edelivery Service, together with any other notices, disclosures or documents related to such account. Cancellation of your enrollment in the Online Banking Service will automatically result in the cancellation of eStatements with respect to all eStatements Accounts. Certain changes to your eStatements Accounts (e.g., removing your name from the account or providing an incorrect email address) also may have the effect of cancelling eStatements for such accounts. Cancelling the eStatement Service will have no effect on your consent to receive notices, disclosures and other communications regarding the Services electronically.

 

2.3 Transfers Between Online Accounts. You may use the Online Banking Service to make one-time or recurring transfers of funds between your Online Accounts. You agree to follow the applicable Service instructions we provide in order to schedule and initiate fund transfers. Transfers to and from Online Accounts will be reflected immediately in the available balance for each Online Account, but may not be reflected immediately in the posted balance for those accounts. Subject to the requirements of applicable law, you agree that we shall have a reasonable opportunity and time to complete the posting of funds transfers. Any funds transfer must be entered before any business day cutoff time that may be displayed in the Service application in order for the transfer to be processed and posted on the same business day. Any funds transfer that is initiated after the business day cutoff time or that is scheduled for a future date that is not a business day (including recurring transfers that are scheduled for future dates) will be processed and posted no later than the next business day. It is your responsibility to schedule each funds transfer far enough in advance to ensure that we have sufficient time to receive and process your transfer request by the time you require the movement of the funds and the posting of the transaction. Future dated transfers may be cancelled or changed through the Service at any time prior to the transmit date. Your ability to transfer funds from certain accounts may be restricted or limited by either federal law or the terms of the Cadence Deposit Account Agreements. In addition, we reserve the right to limit the frequency and dollar amount of transactions from your Online Accounts for security reasons.

 

2.4 Account-to-Account ("A2A")SM Transfer Service. You may use the A2A Transfer Service offered through our Online Banking Service, subject to the following restrictions and conditions:

 

2.4.1 Terms and Definitions. The following terms and definitions apply with respect to the A2A Transfer Service:

 

  • “A2A Transfer Service” means the Account-to-Account ("A2A")SM Transfer Service offered by us, through the CheckFree Services Corporation, a subsidiary of Fiserv Solutions, Inc.
  • "Recipient Account" is the checking, money market or savings account maintained owned by you at other financial institutions to which your funds will be credited.
  • "Sender" means the Transaction Account holder initiating a transfer through the Service.
  • "Transaction Account" is your designated Online Account from which your funds will be debited, your A2A Transfer Service fees will be automatically debited, or to which funds will be returned.
  • "Transfer Instruction" is the information provided by you to the Service for a transfer of funds to a Recipient Account.

 

2.4.2 Transfer Authorization and Processing. The A2A Transfer Service enables you to transfer funds between your Transaction Account(s) that you maintain with us on the one hand, and Recipient Account that you maintain at another financial institution, on the other hand. You represent and warrant that you are either the sole owner or joint owner of the Transaction Account and the Recipient Account and that you have all necessary legal right, power and authority to transfer funds between the Transaction Account and the Recipient Account. If you are a joint owner of the Transaction Account, Recipient Account, or both, then you represent and warrant that (i) you have been authorized by all of the other joint owners to operate such accounts without their consent (including without limitation to withdraw or deposit any amount of funds to such accounts or to even withdraw all funds from the Transaction Account); and (ii) we may act on your instructions regarding such accounts without liability to such other joint owners. Further, you represent and warrant that the Recipient Account is located in the United States.

 

2.4.3 Processing Transfers. When we receive a Transfer Instruction from you, you authorize us to debit your Transaction Account (including any Service Charges) and remit funds on your behalf to the Recipient Account designated by you. You also authorize us to reverse a transfer from your Recipient Account if the debit is returned from the Transaction Account for any reason, including but not limited to nonsufficient funds. We will use reasonable efforts to make all your transfers properly. However, we shall incur no liability if we are unable to complete any transfers initiated by you because of the existence of any one or more of the following circumstances:

 

  • If, through no fault of ours, the Transaction Account does not contain sufficient funds to complete the transfer or the transfer would exceed the credit limit of your overdraft account;
  • The A2A Transfer Service is not working properly and you know or have been advised by us about the malfunction before you execute the transaction;
  • The transfer is refused as described in Section 2.4.5 below;
  • You have not provided us with the correct information, including but not limited to the correct Transaction Account or Recipient Account information; and/or,
  • Circumstances beyond our control (such as, but not limited to, fire, flood, network or system down time, issues with the financial institution(s), or interference from an outside force) prevent the proper execution of the transfer and we have taken reasonable precautions to avoid those circumstances.

 

It is your responsibility to ensure the accuracy of any information that you enter into the A2A Transfer Service, and for informing us as soon as possible if you become aware that this information is inaccurate. You may not use a P.O. Box as a postal address. We will make a reasonable effort to stop or recover a transfer made to the wrong Recipient Account once informed, but we do not guarantee such recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by you.

 

2.4.4 Transfer Methods and Amounts. We may, at our sole discretion, impose limits on the amount of money you can transfer through the A2A Transfer Service. We also reserve the right to select the method in which to transfer funds on your behalf, and the method to return funds to you in the event that the Recipient Account is closed or otherwise unavailable to us.

 

2.4.5 Transfer Cancellation Requests and Refused Transfers. You may cancel a transfer at any time until it begins processing (as shown in the A2A Transfer Service application). We will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited, or denied transfer to your Transaction Account. If this is unsuccessful (for example, the Transaction Account has been closed) we will make reasonable attempts to otherwise return the funds to you. In addition, we reserve the right to refuse any transfer to a Recipient Account. We will notify you promptly if we decide to refuse to transfer funds to a Recipient Account. This notification is not required if you attempt to make a prohibited transfer under this Agreement.

 

2.4.6 Stop Payment Requests. If you desire to stop any transfer that has already been processed, you must immediately contact us 1-844-815-8533. Although we will make a reasonable effort to accommodate your request, we will have no liability for failing to do so. We may also require you to present your request in writing within fourteen (14) days. The charge for each request will be the current charge for such service as set out in the applicable fee schedule provided with the Deposit Account Agreement.

 

2.4.7 Service Fees and Additional Charges. You are responsible for paying all fees associated with your use of the A2A Transfer Service. Applicable fees will be disclosed in the user interface for, or else the A2A Transfer Service. Any applicable fees will be charged regardless of whether the A2A Transfer Service was used, except for fees that are specifically use-based. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize us to deduct the calculated amount from the applicable Transaction Account you hold with us for these amounts and any additional charges that may be incurred by you. 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.

 

2.4.8 Returned Transfers. In using the A2A Transfer Service, you understand transfers may be returned for various reasons such as, but not limited to, the Recipient Account number is not valid. We will use reasonable efforts to research and correct the transfer to the intended Recipient Account or void the transfer and credit your Transaction Account. You may receive notification from us.

 

2.4.9 Receipts and Transaction History. You may view at least six months of your transaction history under the A2A Transfer Service by logging into your account and looking at your account transaction history. You agree to review your transactions by this method instead of receiving receipts by mail, and also to review your transactions online to identify any unauthorized or unclaimed payments.

 

2.5 Bill Payment Service. You may use the Bill Pay Service to make one-time, future, or recurring payments to Billers, subject to the following restrictions and conditions:

 

2.5.1 Definitions. The following terms and definitions apply with respect to the Bill Payment Service:

 

  • "Bill Pay" or "the Bill Pay Service" means the bill payment service offered by us, through CheckFree Services Corporation, a subsidiary of Fiserv Solutions, Inc .
  • "Biller" is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be. You many only make payment to a Biller located within the United States or its territories.
  • "Due Date" is the date reflected on your Biller statement for which the payment is due; it is not the late date or grace period.
  • “Exception Payments” means payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property).
  • "Payment Account" is the Online Account from which bill payments and charges will be debited.
  • "Payment Instruction" is 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, Biller name, Biller account number, and Scheduled Payment Date).
  • "Scheduled Payment" is a payment that has been scheduled through the Service but has not begun processing.
  • "Scheduled Payment Date" is the day you want your Biller to receive your bill payment and is also the day your Payment Account will be debited, unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day.

 

2.5.2 Biller and Payment Information. You agree to provide such information as we may request from time to time in order to process payment transactions you initiate through the Bill Pay Service. This information may include, for example, the name and address of the Biller and Biller’s account number. You are responsible for ensuring that the information you provide is current, accurate, and complete, and you assume responsibility for any transaction error that results from stale, inaccurate, or incomplete information furnished or entered into Bill Pay Service by you. If you wish to amend any Biller information you have provided, you must follow applicable Bill Pay Service instructions for doing so. We shall have a reasonable opportunity to process any amended information, and amended information submitted by you may not be applied to transactions already in process. You acknowledge and agree that we may edit or alter data or data formats according to the Biller's directives and/or in order to process payment transactions more efficiently.

 

2.5.3 Biller Participation. We make no representation or warranty that any Biller you wish to pay through the Bill Pay Service will participate or be able to receive payments initiated through the Service. We reserve the right to restrict the categories of Billers that may be paid through the Service. We further reserve the right, to the fullest extent permitted by law, to refuse to pay any Biller to whom you may direct a payment. In the event that we are unable to, or decline to, process or complete payments to a Biller, we will notify you that you must make payment through other means. This notification is not required if you attempt to make an Exception Payment or a prohibited payment under this Agreement. We will not be liable to you in the event any Biller does not, cannot or refuses to accept Payments initiated through the Service, or in the event any Payment submitted to a Biller is returned, or in the event we exercise our right to decline to complete Payments to such Biller.

 

2.5.4 Payment Scheduling. For each bill payment you attempt to schedule, the Bill Pay Service will designate the earliest possible Schedule Payment Date for each Biller, which is typically four (4) or fewer Business Days from the current date. The Bill Pay Service will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement unless the Due Date falls on a non-Business Day. 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.

 

2.5.5 Method of Payment. We reserve the right to select, in our sole discretion, the method by which to remit funds on your behalf to your Biller. These payment methods may include, an electronic payment, an electronic check payment, or a laser draft payment. Funds will be deducted from your Payment Account at different times depending on the method of payment. For example, funds are deducted from your Payment Account when the laser draft is presented to us for payment; neither us nor our Service Provider can control when your Payment Account will be debited.

 

2.5.6 Payment Authorization. By providing the Bill Pay Service with names and account information of Billers to whom you wish to direct payments, you authorize the Bill Pay Service to follow the Payment Instructions that it receives through the Website application. You further agree and authorize us to obtain certain personal information regarding your billing account from a Biller in order to resolve payment posing problems, verification of your identity or other reasons regarding the processing of your payments. In order to process payments more efficiently and effectively, you agree that the Bill Pay Service may edit or alter payment data or data formats in accordance with the Biller’s directives. Further, by submitting Payment Instructions through the Bill Pay Service, you authorize the Bill Pay Service to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date. You also authorize the Bill Pay Service to credit your Payment Account for payments returned to the Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Bill Pay Service.

 

2.5.7 Exception Payments. Exception Payments may be scheduled through the Bill Pay Service, however Exception Payments are discouraged and must be scheduled at your own risk. In no event shall the Bill Pay be liable for any claims or damages resulting from your scheduling of Exception Payments. The Service Guarantee (as described in Section 2.5.14 below) as it applies to any late payment related charges is void when Exception Payments are scheduled and/or processed. We have no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be the sole responsibility of you and not ours.

 

2.5.8 Payment Remittance. We will use its best efforts to make all your payments properly. However, we shall incur no liability and any Service Guarantee (as described in Section 2.5.14) shall be void if we are unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

 

i. Your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;

ii. The payment processing system is not working properly and you know or have been advised about the malfunction before you execute the Payment Instruction;

iii. You have not provided us with the correct Payment Account information, or the correct name, address, phone number, or account information for the Biller; and/or,

iv. Circumstances beyond control of the Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Service has taken reasonable precautions to avoid those circumstances.

 

Provided none of foregoing exceptions are applicable, if the Bill Pay Service causes incorrect amount of funds to be removed from your Payment Account or causes from your Payment Account to be directed to a Biller which does not comply your Payment Instructions, we shall be responsible for returning the transferred funds to your Payment Account, and for directing to the Biller any previously misdirected transactions, and, if applicable, for late payment related charges.

 

2.5.9 Payment Cancellation Requests. You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the Bill Pay Service. There is no charge for canceling or editing a Scheduled Payment. Once the Bill Pay Service has begun processing a 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.

 

2.5.10 Stop Payment Requests. If you wish to stop a Schedule Payment once it begun processing, you should call us at 1-844-815-8533 as soon as possible. ability to process a stop payment request will depend on both the method and when you contact us. Some payment requests cannot be stopped processing has begun. For Payments that can be stopped, we must receive your stop payment request sufficient time to allow the payment to be voided, which generally will be least three (3) business days before the Scheduled Payment Date. If we unable to stop your Scheduled Payment, it will be processed according to original Payment Instructions, and we will have no liability for failing stop this Schedule Payment. We may also require you to present your request writing within fourteen (14) days. The charge for each stop payment will be the current charge for such service as set out in the applicable schedule governing your Payment Account.

 

2.5.11 Changes to Payment Account or Biller Information. Any changes in the selection of your Payment Account or the information for a Biller must be made in accordance with the procedures outlined within the Bill Pay Service. 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. We are not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or Biller information.

 

2.5.12 Returned Payment. You understand that payments made through the Bill Pay Service may occasionally be returned for various reasons, which may include, for example, a change in the Biller’s address, incorrect information about the Biller or your account number with the Biller, Biller’s account is paid in full or other issues associated with your account with the Biller. In the event a Payment is returned, you authorize us either to research and correct the payment and resubmit it to the Biller or to void the payment and credit your Payment Account.

 

2.5.13 Bill Pay Service Guarantee. Due to circumstances beyond our control, particularly delays in handling and posting payments by Billers or other financial institutions, some transactions may take longer to be credited to your account. You will be reimbursed up to $50.00 for any late payment related charges you incur for a Scheduled Payment posted after its Due Date, as long as the payment was scheduled in accordance with Section 2.5.4.

 

2.6 Bill Delivery Service. The Bill Delivery Services enables you to receive electronic Bills from Billers, subject to the following terms and conditions:

 

2.6.1 Definitions. The following terms and definitions apply with respect to the Bill Delivery Service:

 

  • "The Bill Delivery Service" means the electronic bill delivery service offered by Cadence, through CheckFree Services Corporation, a subsidiary of Fiserv Solutions, Inc .
  • "Bill Presenter" is the person or entity who from time to time presents a bill, statement or invoice to you for amounts due.
  • “Electronic Bill” means a bill, statement or invoice for amounts due from you that is electronically submitted by a Bill Presenter to you through the Bill Delivery Service.

 

2.6.2 Activation. You may activate the Bill Delivery Service by logging in to the Online Banking Service and following the activation instructions. The presentment of your first Electronic Bill may vary from Bill Presenter to Bill Presenter and may take up to sixty (60) days, depending on the billing cycle of each Bill Presenter. While your Electronic Bill feature is being activated it is your responsibility to keep your accounts current with each Bill Presenter. Each Bill Presenter reserves the right to accept or deny your request to receive Electronic Bills.

 

2.6.3 Authorization to Obtain Bill Data. When you activate the Bill Delivery Service for any Bill Presenter, you authorize and direct us to: (i) notify the Bill Presenter of your request to receive Electronic Bills; (ii) obtain bills and bill data from the Bill Presenter on your behalf; and (iii) to provide the information requested by the Bill Presenter about you and each account for which you request Electronic Bills from the Bill Presenter, including, without limitation, your name, address, telephone number and email address. For some Bill Presenters, you will be asked to provide us with your user name and password for that Bill Presenter. By providing us with such information, you authorize us to use the information to obtain your bill data from the Bill Presenter.

 

2.6.4 Notification of Electronic Bills. The Bill Delivery Service will use its best efforts to present all of your Electronic Bills promptly. In addition to delivering electronic bills within the Bill Delivery Service, we, in our sole discretion, may send you an email notification to the email address associated with your Online Account when a new electronic Bill becomes available. It is your sole responsibility to ensure that the email address you provide to us 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 case for such failure. In the event you do not receive notification, it is your responsibility to periodically logon to the Bill Delivery Service and check on the delivery of new Electronic Bills. The time for notification may vary from Bill Presenter to Bill Presenter. You are responsible for ensuring timely payment of all bills.

 

2.6.5 Paper Copies of Bills. If you start receiving Electronic Bills from a Bill Presenter, the Bill Presenter may stop sending you paper or other statements. Your ability to receive a paper copy in addition to your Electronic Bill is at the sole discretion of the Bill Presenter. Check with the individual Bill Presenter regarding your ability to obtain paper copies of electronic bills on a regular or as-requested basis.

 

2.6.6 Your Responsibility for Electronic Bills. We have no responsibility for the accuracy of any Electronic Bill. We are only responsible for presenting the information we receive from the Biller. You are solely responsible for (i) reviewing your Electronic Bills, (ii) contacting the Bill Presenter directly if you do not timely receive an Electronic Bill, if you have any disputes or questions regarding the accuracy of your Electronic Bill, and (iii) timely paying of all of your Electronic Bills. We shall have no liability if you fail to receive an Electronic Bill from any Bill Presenter in a timely manner, regardless of the cause for such failure. Your activation of the Bill Deliver Service does not alter your liability or obligations that exist between you and your Bill Presenters.

 

2.6.7 Information Held by Bill Presenter. We are unable to update or change your personal information (such as, but not limited to, name, address, phone numbers and email addresses) that is held by any Bill Presenter. You cannot make changes to this information using the Bill Delivery Service, and you must contact your Bill Presenter directly to make any changes. Additionally it is your responsibility to maintain all usernames and passwords for any Bill Presenter websites, if applicable. You also agree not to use someone else's information to gain unauthorized access to another person's bill. We may, at the request of the Bill Presenter, provide to the Bill Presenter your email address, service address, or other data specifically requested by the Bill Presenter for purposes of the Bill Presenter matching your identity against its records or informing you about the Bill Presenter’s services and/or bill information.

 

2.6.8 Non-Delivery of Electronic Bill. It is your sole responsibility to contact your Bill Presenters directly if you do not receive your Electronic Bill. You agree to hold us harmless should the Bill Presenter fail to deliver your bill or statement. You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Bill Presenter directly.

 

2.6.9 Cancellation of Electronic Bills. Each Bill Presenter reserves the right to cancel the delivery of Electronic Bills at any time. You may cancel the Bill Delivery Service for some or all Bill Presenters at any time by following the applicable cancellation instructions within the Bill Delivery Service. We will notify each Bill Presenter when you cancel the Bill Delivery Service for that Bill Presenter, but 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 may vary from Bill Presenter to Bill Presenter. It may take up to sixty (60) days, depending on the billing cycle of each Bill Presenter. Once you have cancelled Electronic Bills from a Bill Presenter, we will not be responsible for delivering any Electronic Bill from that Bill Presenter, including any Electronic Bills that are already in process at the time of cancellation.

 

2.7 PopmoneySM Personal Payments Service. The Popmoney® Personal Payments Service enables you to send electronic payments to, or receive payments from, any person who maintains an eligible account with a financial institution, subject to the following terms and conditions:

 

2.7.1 Definitions. The following terms and definitions apply with respect to the Popmoney Service:

 

  • "Payment Instruction" is the information provided by the Sender to the Popmoney Service for a payment to be made to a Receiver (such as, but not limited to, name, mobile telephone number, email address, and bank account and routing number information).
  • "Popmoney Request" means functionality that, if provided to you, allows a Requestor to request that another individual initiate a Payment Instruction to the Requestor through the Popmoney Service.
  • "The Popmoney Service" means the Popmoney® Personal Payments Service offered by Cadence, which may be provided either directly by the Cadence or indirectly through Cadence’s Service Provider. “Popmoney” is a trademark of CashEdge Inc. or its Affiliates.
  • "Receiver" is a person or business entity that is sent a Payment Instruction through the Popmoney Service.
  • "Requestor" is a person that requests an individual to initiate a Payment Instruction through the Popmoney Service.
  • “Sender" is a person or business entity that sends a Payment Instruction through the Popmoney Service.

 

2.7.2 Description of Service. The Popmoney Service enables you: (i) to initiate a Payment Instruction from a designated Online Account to a different account at another U.S. financial institution; and/or (ii) to receive a payment from another person into your Online Account, in U.S. dollars (or in gift card value, if applicable). Payment Instructions through the Popmoney Services are generally executed through the Automated Clearing House Network (the funds transfer system, governed by the NACHA Rules that provides funds transfer services to participating financial institutions); however, we reserve the right to facilitate the execution and transmission of Payment Instructions through other payment networks. All payments must be made through the Popmoney Service and are subject to the terms of this Agreement and applicable laws and regulations, in each case as in effect from time to time. Any payment transaction you receive through the Popmoney Service is subject to the terms of this Agreement and applicable laws and regulations, in each case as in effect from time to time. To the extent that any transaction may be conducted by an person using www.Popmoney.com (the "Popmoney Website"), such transaction, or the applicable part thereof, will be governed by the terms and conditions of use provided in the Popmoney Website, in each case and in effect from time to time; provided, that such terms and conditions of use shall in no way modify, amend or supersede your obligations, duties and responsibilities under this Agreement.

 

2.7.3 Eligibility. In order to use the Popmoney Service you must first enroll for and maintain enrollment with the Online Banking Service. You must designate an Online Account from which your payments will be debited, your Popmoney Services fees will be automatically debited, or to which payments and credits to you will be credited with regards to the Popmoney Service.

 

2.7.4 Initiation of Payment Instructions. With the Popmoney Service, you may initiate the following types of payments: (i) a one-time Payment Instruction to a Receiver for which processing shall be initiated immediately, (ii) a one-time Payment Instruction to a Receiver for which processing shall be initiated at a later specified date up to one (1) year, and (iii) a recurring series of Payment Instructions to a Receiver for which processing shall be initiated on the specified dates. Further details about each of these options can be found in the Popmoney Service application.

 

Payment Instructions initiated to Receivers are processed in two ways, either, you can provide all the required information about the Receiver, including his/her banking account, necessary to complete a transfer of funds; or you can provide contact information about the Receiver (including an email address and/or mobile telephone number) and the Receiver will be contacted and requested to provide identity validation and bank account information as necessary to complete the transfer of funds (a "Two-Step Transfer"). If the Receiver maintains an eligible account with an institution that participates in or offers the Popmoney Service, the Receiver may access the Popmoney Service at his or her financial institution's website or mobile application to complete the Payment Instruction and receive the payment.

 

You understand and agree that when you initiate a Payment Instruction from your Online Account using the Popmoney Service, the processing of the Payment Instruction will begin and the debiting of your Online Account will occur as early as the day of such initiation. However, the payment funds will be transferred into the Receiver's account no earlier than the next Business Day after you initiated the Payment Instruction. If you request a one-time Payment Instruction to be initiated on a specified date or a recurring series of Payment Instruction to be initiated on specified dates, then the processing of the Payment Instruction will begin on the specified date and the debiting of your Online Account will occur as early as the specified date(s). However, the payment funds will be transferred into the Receiver's account no earlier than the next Business Day following the specified date. In addition, in the case of all Two-Step Transfers, the deposit of the payment funds into the Receiver's account (even if debited or withdrawn from your Online Account), or receipt of a gift card, if applicable, may be delayed if the Receiver has not provided the Popmoney Service with certain required information such as his or her account information, or, in the case of a gift card, if applicable, a valid U.S. street address for gift cards that are physically delivered. The Popmoney Service application may contain additional information regarding the delivery of a payment to a deposit account or the delivery of a gift card, if applicable.

 

You acknowledge and agree that we will begin to process the requested transfer of funds once the Receiver has provided (or we otherwise obtain) all required information, and you hereby authorize and direct us to retain such funds until the earlier of such time as the Receiver has provided (or we otherwise obtain) all required information or ten (10) business days. You further acknowledge and agree that our receipt of money to be transmitted to a Receiver shall not be deemed to have occurred and our obligation to complete a Payment Instruction shall not begin until such time as the Receiver provides us with (or we otherwise obtain) all required information necessary to process the related Payment Instruction in accordance with this Agreement. Any cancellation of a Payment Instruction prior to the Receiver providing us with such information shall be subject to the “Payment Cancellation and Stop Payment Requests” provision below.

 

2.7.5 Payment Authorization and Payment Remittance. By providing us with names, telephone numbers, email addresses, and/or bank account information of Receivers to whom you wish to direct payments, you authorize us to follow your Payment Instructions that we receive through the Popmoney Service. Upon receipt of Payment Instructions from you, you authorize us to debit your Online Account for the amount of any such Payment Instruction plus any related fees in effect (and as disclosed in the Popmoney Service application) at the time you initiate the Payment Instruction, and to remit funds on your behalf. You acknowledge and agree that any applicable fees will be charged when we receive a Payment Instruction from you, regardless of whether the Payment Instruction is ultimately completed. You also authorize us to credit your Online Account when we receive payments for you, including but not limited to those payments remitted to you or returned to us from Receivers to whom you sent payment(s) and those payments that were cancelled and returned to you because the processing of the Payment Instruction could not be completed.

 

You acknowledge and agree that if your Payment Instructions identify an account by name and account number, the relevant financial institution may execute those Payment Instructions by reference to the account number only, even if such account number does not correspond to the account name. You further acknowledge and agree that financial institutions holding the account may choose to not investigate discrepancies between account names and account numbers and that we have no responsibility to investigate discrepancies between account names and account numbers.

 

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.

 

We will use reasonable efforts to complete all your Payment Instructions properly. However, we shall incur no liability if we are unable to complete any transaction because of the existence of any one or more of the following circumstances:

 

i. If, through no fault of ours, the Online Account does not contain sufficient funds to complete the Payment Instruction or the Payment Instruction would exceed the credit limit of your overdraft account;

ii. The Popmoney Service is not working properly and you know or have been advised by us about the malfunction before you execute the Payment Instruction;

iii. The payment is refused as described in the “Refused Payments” Section below;

iv. You have not provided us with the correct information, including but not limited to the correct Payment Instructions or Online Account information, or the correct name and address or mobile phone number of the Receiver to whom you are initiating a Payment Instruction; and/or,

v. 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 Payment Instruction.

 

It is your responsibility to ensure the accuracy of any information that you enter into the Popmoney Service (including but not limited to the Payment Instructions and name, telephone number and/or email address for the Receiver to whom you are attempting to send a payment), and for informing us as soon as possible if they become aware that this information is inaccurate. We will make a reasonable effort to stop or recover a payment made to the wrong person or entity once informed, but we do not guarantee such stoppage or recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by you, the Sender or Receiver, as applicable.

 

2.7.6 Receiving Payments. If another person wants to transfer funds to your Online Account through the Popmoney Service or to transfer funds in response to your Popmoney payment request through the Popmoney Service (a “Popmoney Request”), he or she can do that from a financial institution that participates in the Popmoney Service or at the Popmoney Website. Or, as applicable, if another person wants to send you a gift card using the Popmoney Service, he or she can do that through a financial institution that participates in the Popmoney Service and makes available the purchase of gift cards through the Popmoney Service.

 

You understand and agree that there may be a delay between the time you are notified of the pending Payment Instruction and the deposit of the payment funds into your Online Account, and you may be required to take additional steps to facilitate the deposit of the payment of funds into your Online Account. You authorize us, the Sender, and the financial institution which holds the Sender's account to send emails and/or text messages to you in connection with the Sender's initiation of Payment Instructions to you, and, as a Receiver, you may also receive gift cards or requests for payments, each as applicable, from others through the Popmoney Service.

 

You acknowledge and agree that in the event that funds are transferred into your Online Account as a result of a Payment Instruction and it is determined that such transfer was improper because it was not authorized by the Sender, because there were not sufficient funds in the Sender's account, or for any other reason, then you hereby authorize us or our Service Provider to withdraw from your Online Account an amount equal to the amount of funds improperly transferred to you.

 

If applicable, if you initiate a Popmoney Request using the Popmoney Service you acknowledge and agree that: (i) the applicable service fee will be deducted from payments received by you from a Sender(s), and (ii) no service fee will be charged if you do not receive any payments from the individuals to whom the Popmoney Request is sent. Further details about the foregoing can be found on the Popmoney Service application. You acknowledge and agree that individuals to whom you send a Popmoney Request may not receive, or otherwise may reject or ignore, your Popmoney Request. We do not guarantee that you will receive any payments from individuals by initiating a Popmoney Request.

 

2.7.7 Payment Methods and Amounts. We may, at our sole discretion, limit the amount of money or gift card value you can send or receive through our Popmoney Service, which may be adjusted from time-to-time at our sole discretion. You may view your individual transaction limits through the Popmoney Service. We also reserve the right to select the method in which to remit funds on your behalf, and the method to return funds to you in the event that your Online Account is closed or otherwise unavailable to us. These payment methods may include, but may not be limited to, an electronic or paper check payment.

 

2.7.8 Popmoney Instant Payments. Popmoney Instant Payments facilitates real-time payments via the use of PIN debit card Payment Networks ("Debit Card Payment Networks") such as Accel™ to deliver funds immediately. For Popmoney Instant Payments, we will use a Debit Card Payment Network or other Payment Network designed to transfer funds on the same day or sooner, if practicable, to debit or credit funds to the Eligible Transaction Account of the Receiver, as applicable. Popmoney Instant Payments is only available for Payment Instructions submitted by a Sender to a Receiver (and not via a Popmoney Request). Not all Payment Networks participate in Popmoney Instant Payments. Popmoney Instant Payments are not instantaneous. Payment delivery speed may vary based upon the funds availability policy of each financial institution and Payment Network availability.

 

i. We are not responsible for the performance, speed, or other acts or omissions of the Payment Networks. Notwithstanding anything to the contrary in the Agreement, Popmoney Instant Payments settlements are final except as set forth in the applicable Payment Network rules and recovery may not be possible; however, if applicable Payment Network rules allow for reversal of funds, we will attempt to recover such funds from the Receiver's Eligible Transaction Account. We shall not be obligated to comply with the NACHA Rules in such recovery efforts or otherwise in connection with Popmoney Instant Payments. We are only responsible for delivery of the applicable Payment Instructions to the applicable Payment Network in the format required by the applicable Payment Network's specifications. We will choose the Payment Networks in which we will participate in our sole discretion.

ii. For Popmoney Instant Payments, you can initiate a one-time Payment Instruction to a Receiver for which processing shall be initiated immediately using (i) the Receiver's email address or mobile number, and the Popmoney Service will validate the Popmoney Instant Payments eligibility of the Receiver prior to transferring the funds; or (ii) the Receiver's debit card information, and the funds will be deposited into the Receiver's checking or savings account affiliated with the debit card.

iii. Popmoney Instant Payments Payment Instructions may not be cancelled as the Payment Instructions will be processed immediately.

 

2.7.9 Payment Cancellation and Stop Payment Requests. You may cancel the initiation of a Payment Instruction or stop a Payment Instruction at any time until the processing of the Payment Instruction has begun. Our ability to stop a Payment Instruction or recover funds associated with an unauthorized Payment Instruction will depend on the manner in which the Payment Instruction was initiated, and whether the Payment Instruction has begun processing. Although we will make a reasonable effort to accommodate a stop payment request and to recover funds associated with an unauthorized Payment Instruction, we will have no liability for failing to do so. We may also require you to present your stop payment request or request to recover funds in writing within fourteen (14) days after contacting customer care. If we charge you to stop the payment or recover funds, then the charge for each stop payment or fund recovery request will be the current charge as set out in the applicable fee schedule associated with the Deposit Account Agreement.

 

2.7.10 Payments Not Accepted. Any payments not claimed by a Receiver will be automatically cancelled ten (10) days after the processing of the payment begins. When a Sender initiates a Payment Instruction, the Receiver is not required to accept the payment. You agree that you as a Sender will not hold us liable for any damages resulting from a Receiver's decision to accept or not to accept a Payment Instruction initiated or attempted through the Popmoney Service. We will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited, or denied payment to your Online Account or use other reasonable efforts to return such payment to you as permitted by law.

 

2.7.11 Mobile Phone Users. Your phone service provider is not the provider of the Popmoney Service. Users of the Popmoney Service will receive text messages relating to their Payment Instructions and other notices from time to time if a mobile phone number is provided. Data and messaging charges from your telecommunications provider may apply, and you are responsible for any such charges. In the event your enrolled mobile device is lost or stolen, you agree to update your enrollment information and make the appropriate changes to disable the use of such device. 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: 767666. To stop receiving text messages on your mobile phone, text "STOP" to this number: 767666.

 

2.7.12 Receipts and Transaction History. You may view your Popmoney transaction history by logging into the Popmoney Service and looking at your transaction history. You agree to review your transactions by this method instead of receiving receipts by mail, and also to review your transactions online to identify any unauthorized or unclaimed payments.

 

2.7.13 Prohibited Payments. The following types of payments are prohibited through the Popmoney Service, and we have the right but not the obligation to monitor for, block, cancel and/or reverse such payments:

 

i. Payments to or from persons or entities located in prohibited territories (including any territory outside of the United States); and

ii. Payments that violate any law, statute, ordinance or regulation; and

iii. Payments that violate any term or condition of this Agreement, including the Acceptable Use terms below, or any agreement governing your applicable Online Account; and

iv. Payments related to: (1) tobacco products, (2) prescription drugs and devices; (3) narcotics, steroids, controlled substances or other products that present a risk to consumer safety; (4) drug paraphernalia; (5) ammunition, firearms, or firearm parts or related accessories; (6) weapons or knives regulated under applicable law; (7) goods or services that encourage, promote, facilitate or instruct others to engage in illegal activity; (8) goods or services that are sexually oriented; (9) goods or services that promote hate, violence, racial intolerance, or the financial exploitation of a crime; (10) goods or services that defame, abuse, harass or threaten others; (11) goods or services that include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (12) goods or services that advertise or sell to, or solicit others; or (13) 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

v. 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

vi. Payments relating to transactions that (1) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or multi-level marketing programs, (2) 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, (3) are for the sale of items before the seller has control or possession of the item, (4) constitute money-laundering or terrorist financing; (5) 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 (6) provide credit repair or debt settlement services; and/or

vii. Tax payments and court ordered payments.

 

In addition to the above-referenced prohibited payments, we may also block and/or reverse payments that involve donations or payments to an unauthorized charity or non-profit organization, unless we have performed appropriate due diligence on and investigation of such charity or non-profit organization and have determined its legitimacy, in our sole discretion. 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 your sole responsibility and not ours. We encourage you to provide notice to us by the methods described in this Agreement above of any violations of this section or the Agreement generally.

 

2.7.14 Service Fees and Additional Charges. You understand and agree that you are responsible for paying all fees associated with your use of the Popmoney Service. Applicable fees will be disclosed in the user interface for, or elsewhere within, the Popmoney Service or Website. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES WILL BE CHARGED REGARDLESS OF WHETHER THE PAYMENT INSTRUCTION IS COMPLETED, UNLESS THE FAILURE TO COMPLETE THE INSTRUCTION IS SOLELY DUE TO OUR FAULT, except for those fees that are specifically use-based, such as Request Money, if applicable. You agree to pay such charges and authorize us to deduct the calculated amount from your designated Transaction Account for these amounts and any additional charges that may be incurred by you. 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.

 

2.7.15 Refused Payments. We reserve the right to refuse to pay any Receiver. We will attempt to notify the Sender promptly if we decide to refuse to pay a Receiver designated by the Sender. This notification is not required if you attempt to make a prohibited payment under this Agreement.

 

2.7.16 Returned Payments. In using the Popmoney Service, you understand that Receivers may reject Payment Instructions or otherwise return payments. We will use reasonable efforts to complete Payment Instructions initiated through the Popmoney Service.

 

2.7.17 Privacy of Others. If you receive information about another person through the Popmoney Service, you agree to keep the information confidential and only use it in connection with the Popmoney Service.

 

 

3. MOBILE BANKING SERVICES

 

The Mobile Banking Services allow you to use a Mobile Device to access certain of your accounts held by us and access additional services that we may provide from time to time. Your use of the Mobile Banking Services is subject to the terms and conditions of this Agreement, except as otherwise provided in any additional addendums.


3.1 Enrollment. In order to use the Mobile Banking Services, you must obtain and maintain, at your expense, a Mobile Device with short message service (SMS) and/or a mobile internet browser in conjunction with a texting or data plan. The current hardware and software specifications are described in the Mobile Banking section on the Website. We may update or change these specifications from time to time. In order to access the Mobile Service, you must first enroll for and maintain enrollment in Online Banking. For some Mobile Banking Services, you may be required to download and install an application or other software to your Mobile Device (a "Mobile App") in order to access and use the Mobile Banking Services. You also may be required to accept or acknowledge other terms, provisions, or conditions in order to use certain Mobile Banking Service. Such terms, provisions, and conditions constitute a part of the Mobile Banking Service terms and this Agreement. Cancellation of your enrollment in the Online Banking Service shall result in the cancellation of the Mobile Banking Service.

 

3.2 Mobile Banking Service. When you enroll in the Mobile Banking Service, certain Mobile Banking Services related to your Online Accounts will be accessible through the Mobile Banking Service. The Mobile Banking Services allow you to:

 

i. access your Online Account information, such as balances and recent transaction history;

ii. transfer funds between your Online Accounts;

iii. obtain information on your accounts using SMS text messaging (standard text rates apply);

iv. subject to additional terms and conditions, deposit certain checks into deposit accounts that are eligible to receive mobile deposits via FlashDeposit;

v. access TotalMoney;

vi. schedule transfers or payments through the BillPay Service, A2A Transfer Service or Popmoney Service; and

vii. access to additional services that may be available through the Mobile Banking Service.

 

Not all Mobile Banking Services are available on all types of Mobile Devices. See the Website for the most up-to-date information on Mobile Banking Services. We reserve the right to modify the scope of the Mobile Banking Services at any time. We reserve the right to refuse to make any transaction you request through Mobile Banking Services. You agree and understand that Mobile Banking Services may not be accessible or may have limited utility over some mobile networks, such as while roaming. We do not guarantee that your particular mobile device, camera, operating system or mobile carrier will be compatible with the Mobile Banking Services.

 

3.3 Security of Mobile Device. You are responsible for maintaining the security of your Mobile Device and any security codes you have created for the purpose of accessing the Mobile Banking Service, and you are responsible for all transactions you or any other person imitates or authorizes using the Mobile Banking Service. If you allow any person to obtain or to use your Mobile Device or Security Credentials, you will have authorized that person to access the Services and you agree that you will be bound by any transactions made through the Services. You agree to take every precaution to ensure the safety, security and integrity of your accounts and transactions when using the Services. You agree not to leave your Mobile Device unattended while logged in the Mobile Banking Service and to log off immediately upon completion of each access.

 

3.4 Use of Service. You accept responsibility for making sure that you understand how to use the Mobile Banking Service before you actually do so, and then that you always use the Mobile Banking Service in accordance with the instructions we provide. We reserve the right to modify the scope of the Mobile Banking Service at any time. We reserve the right to refuse to execute any transaction you request through the Mobile Banking Service. In addition to the other limitations of use as set forth in the Agreement, you agree not to use the Mobile Banking Service or the content or information delivered through the Mobile Banking Service in any way that would (i) infringe any third-party copyright, patent, trademark, trade secret, or other rights; (ii) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of the Mobile Banking Service to impersonate another person or entity; (iii) violate any law, statute, ordinance or regulation; (iv) be false, misleading or inaccurate or be defamatory, libelous, discriminatory or otherwise harmful to any person or unlawfully harassing; (v) create liability for us or our affiliates or service providers or cause us to lose (in whole or in part) the services of any of our service providers; (vi) interfere with or disrupt the Mobile Banking Service or the computer networks connected to the Mobile Banking Service; or (vii) result in unauthorized entry or access to the computer systems of others.

 

3.5 Relationship to Other Terms. You agree that when you use the Mobile Banking Service you remain bound by the terms and conditions of all your existing agreements with us (including, but not limited to, the terms and provisions applicable to each Service that may be accessible through the Mobile Banking Service) and that the terms of the Mobile Banking Service do not amend or supersede any of those agreements, except as otherwise expressly provided herein. Any agreement you may have with any third party service providers, including, but not limited to, your mobile service carrier or provider, also remains in full force and effect. You understand those other agreements may provide for fees, limitations, and restrictions which might impact your use of the Mobile Banking Service (for example, your mobile service carrier or provider may impose data usage or text message charges for your use of or interaction with the Mobile Banking Service, including while downloading the Service software, receiving or sending Mobile Banking Service text messages, or other use of your Wireless Device when using the Service software or other products and services provided through the Mobile Banking Service), and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that your mobile service carrier or provider is solely responsible for its own products and services. Accordingly, you agree to resolve any problems with your carrier or provider directly with such carrier or provider without involving us. You also agree that if you have any problems with the Mobile Banking Service, you will contact us directly.

 

 

4. TOTALMONEY SERVICE

 

TotalMoney is a personal financial management service provided by a third party service provider, MoneyDesktop, Inc. (“MoneyDesktop”), that allows you to track and manage your financial accounts with us and other financial institutions with whom you hold accounts with or receive financial services from (“Other Financial Institutions”) through a single website. TotalMoney is not intended to provide legal, tax, or financial advice, and in providing TotalMoney we do not act as a financial planner, tax advisor, or any type of professional advisor. The financial information provided by TotalMoney is for informational purposes only and we make no warranty or representation regarding the accuracy or results that may be obtained from the use of the service. You may use TotalMoney by enrolling with MoneyDesktop through the Website, agreeing to their terms and conditions and following the on-screen instructions. The obligations and privacy responsibilities of MoneyDesktop and other details for the Service are set forth in MoneyDesktop’s Terms and Conditions, which are provided to you during the enrollment process.

 

Upon first logging into TotalMoney, TotalMoney will automatically access your Online Account and download account balances, transactions, debits, deposits and trades (“Account Data”). You may then choose to allow MoneyDesktop to access accounts at Other Financial Institutions and retrieve and aggregate that Account Data in the program. Upon doing so, you acknowledge that you will provide your personal login information, account numbers, passwords, security codes and other personal information for accounts at Other Financial Institutions (“Access Information”) and that the Access Information may be collected and stored in TotalMoney. You represent and warrant to us that that you are the legal owner of every account at an Other Financial Institution for which you supply us with Access Information and that you have the authority to give us Access Information for every such account and permit MoneyDesktop to provide you with TotalMoney regarding every such account without violating the rights of any third party. You further represent that you have the authority to appoint us as your attorney-in-fact. You hereby grant us, as your true and lawful attorney-in-fact, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access web sites of Other Financial Institutions, use your Access Information, for the purpose of accessing your Account Data and operating TotalMoney, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. Once we have actual knowledge that you wish to terminate TotalMoney as provided below and otherwise in the Agreement and have a reasonable opportunity to act on such knowledge, this limited power of attorney is automatically revoked; provided, however, that any act done by us in good faith before we have actual knowledge of termination by you shall be deemed to be authorized by you. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ACCESS AND RETRIEVE ACCOUNT DATA, WE ARE ACTING AS YOUR AGENT, AND NOT AS AN AGENT OR ON BEHALF OF THE OTHER FINANCIAL INSTITUTION. You agree that MoneyDesktop shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you.

 

You further acknowledge that we do not review your Account Data. We will not be liable for technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other Service interruptions. We make no representation or warranty that any Account Data is the most complete, timely, current, or up to date information that is available from the Other Financial Institution. You should contact the Other Financial Institution for verification and confirmation of any Account Data. Not all types of accounts at Other Financial Institutions are accessible through TotalMoney, and we reserve the right to qualify and disqualify any types of accounts that may be eligible for TotalMoney in our sole discretion. You agree that neither we or MoneyDesktop shall be liable for any costs, fees, losses, or damages of any kind incurred as a result of (i) our access to your accounts at Other Financial Institutions, (ii) any inaccuracy, incompleteness or misinformation contained in the Account Data, or the untimeliness of any such information, (iii) any charges imposed by Other Financial Institutions, (iv) the actions or inaction of the Other Financial Institutions, and/or (v) any action or inaction by you in reliance on any information obtained by you from or through TotalMoney.

 

By submitting Access Information and Account Data, you acknowledge and agree that we may use, copy, modify, display, store and distribute such information in order (i) to provide TotalMoney to you, (ii) to contact you regarding service status and usage and to inform you about other matters relevant to the service and/or the information collected by or through the service, (iii) to provide information to you about enhancements to TotalMoney, (iv) to respond to your questions or comments, (v) to improve the operation of TotalMoney, and (vi) as otherwise provided in this Agreement or the MoneyDesktop Terms and Conditions. You hereby grant us a license for the foregoing purposes, without any obligation on our part to pay fees and without any limitations beyond those expressly provided in this Agreement, and you acknowledge that we may assign and delegate such license and rights to any third-party service provider, including MoneyDesktop. You acknowledge and agree that we may use your Account Data as a basis for communicating information about our products and services to you.

 

 

5. OBLIGATIONS AND LIABILITY FOR CONSUMER ACCOUNTS

 

THE DISCLOSURES AND TERMS IN THIS SECTION 5 ARE APPLICABLE ONLY TO CONSUMERS AND TO THE EXTENT THAT YOUR ACCOUNT HAS BEEN ESTABLISHED PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

 

Certain types of consumer transactions that are initiated through electronic means are subject to the Electronic Fund Transfer Act and the implementing the Bureau of Consumer Financial Protection Regulation E (“EFT Act”). These include certain transactions that can be made using the Online Banking Services. Your rights, protection, and liabilities are outlined in the following disclosure in accordance with the EFT Act. Be sure to retain the telephone numbers and addresses that you may need in order to limit your liability and to resolve problems that you may have concerning electronic transfers. This disclosure supplements other electronic fund transfer disclosures that you may receive in connection with other electronic fund transfer services affecting your accounts with us.

 

5.1 Types of Available Transfers. The types of electronic fund transfers that you may make depend upon the specific Services which you enroll in as well as the specific types of electronic fund transfers you have authorized. The fund transfer and payment Services generally enable you to transfer funds to and from your Online Account, to pay bills directly from your Online Account in the amounts and on the days you request, and to make other payments and remittances of funds from your Online Account. These transactions are described in detail in this Agreement.

 

5.2 Your Liability for Unauthorized Transfers. An unauthorized transfer means a transfer from your account that is initiated by another person without your authority to initiate the transfer and from which you receive no benefit. The term does not include any transfer that you indirectly authorized, such as a transfer that is initiated by a person who was furnished by you with the means to access your account, unless you have given us previous notice that such person is no longer authorized and we have had a reasonable opportunity to act upon your notice.

 

Tell us AT ONCE if you believe any Security Credentials or other means of electronically accessing the Services have been compromised or if you believe that an electronic fund transfer has been made without your permission. Telephone us immediately at the number provided in Section 5.3 below to keep your possible losses to a minimum. You could lose all the money in your account(s) (plus your maximum overdraft line of credit, if any). If you tell us within two (2) business days after learning of the breach of Security Credentials or after learning of any other unauthorized electronic fund transfer from your account you can lose no more than $50 if electronic fund transfers are made without your permission. If you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500.

 

Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was mailed to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected compromise of Security Credentials or of any other suspected unauthorized transfer(s), we may extend the time periods.

 

5.3 Telephone Number and Address in Event of Lost, Stolen or Compromised Device, or Unauthorized Transfer. If you believe your Security Credentials or other means of electronically accessing the Services has been stolen or comprised, or that someone has transferred or may transfer money from your account, without permission, using information from your check or otherwise, you should immediately call the number below or write to the address provided:

 

Call Toll Free at: 1-(800) 636-7622

 

Or Write:

 

Cadence Bank, N.A.

Customer Service Department

1108 Highway 82 East

Starkville, MS 39759

 

5.4 Your Documentation of Transfers. All fund transfers completed through the Online Banking Service will appear on your periodic statement for your applicable Online Account. You will receive a statement of your Online Account each month in which an electronic fund transfer is made to or from your account. Otherwise, you will receive a statement at least quarterly. Your periodic statement will show the details of any electronic fund transfer you made and the details of any preauthorized transfers to or from your account that you instructed us to make.

 

5.5 In Case of Billing Errors or Questions About Your Electronic Transfers. Telephone us or write us as soon as you can at the telephone number or address in Section 5.3 above, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared. Your inquiry must include:

 

  • Your name and account number; AND
  • A description of the error or the transfer you are unsure about, and as clearly as you can, an explanation of why you believe there is an error or why you need more information; AND
  • The dollar amount of the suspected error.

 

If you tell us orally, we may require that you send us your inquiry in writing within ten (10) business days. We will investigate your inquiry and will correct any error promptly. We will tell you the results of our investigation within ten (10) business days (twenty (20) business days for claims on accounts open less than thirty (30) calendar days) after we hear from you; however, we may take up to forty-five (45) calendar days (ninety (90) calendar days for claims on accounts open less than thirty (30) calendar days, foreign-initiated transaction claims, and point-of-sale claims) to investigate your questions. If we need additional time to investigate, we will provisionally re-credit your account within ten (10) business days (twenty (20) business days for claims on accounts open less than thirty (30) calendar days) for the amount you think is in error so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your inquiry in writing, and do not receive your written inquiry within ten (10) business days, we may choose not to provisionally re-credit your account. If we find that there was no error, we will send you a written explanation within three (3) business days after we finish our investigation. You may ask for copies of the documents we used.

 

5.6 Our Liability for Failure to Make Transfers. If we do not complete a transfer to or from your Online Account on time or in the correct amount according this Agreement with you, we will reimburse you for any losses or damages that you suffer as a result of our failure to act according to this Agreement. However, there are some exceptions where we will not be liable, such as, but not limited to, the following: if, through no fault of ours, other than exercise of our right of set off, you do not have money in your designated Online Account to cover the transfer; if the transfer would exceed the available credit of any overdraft line of credit you may have; if the money in your designated Online Account is being held subject to legal process or other encumbrance restricting transfers to or from your Online Account; if we have received notice of a dispute as to the rights of parties to the accounts or their creditors or representatives and we have placed a hold on the account until resolution of the dispute; or, if circumstances beyond our control prevent the transfer despite our reasonable precautions.


5.7 Disclosure of Information to Third Parties. We may disclose information to third parties about your account and the transfers you make as described in our Privacy Policy provided separately. You may also obtain a copy of our Privacy Policy at any time by visiting any of our branches or by visiting our Website. We will disclose information to third parties about your account or the transfers you make:

 

  • "Where it is necessary for completing transfers, transactions or actions under the Service, or
  • In order to verify the existence and condition of your Online Account for a third party such as a credit bureau or merchant, or
  • In order to comply with government agency or court orders, or
  • If you give us written permission.

 

5.8 Your Right to Stop Payment on Preauthorized Transfers. If you have authorized us to make regular preauthorized electronic fund transfer payments from your Online Account, you may stop any of these payments. Here’s how: Call us at 1-(800) 636-7622 and making the appropriate selection from the voice menu, or by WRITING US at Cadence Bank, N.A., Customer Service Department, 1108 Highway 82 East, Starkville, MS 39759. You must notify us in time for us to receive your request at least three (3) business days before the payment is scheduled to be made. You must provide us with sufficient information to identify the payment, as well as any other information we may request. If you deliver your stop payment request by telephone, you must confirm your stop payment order to us in writing within fourteen (14) days of your oral stop payment order. An oral stop payment order will not be binding on us after fourteen (14) days if you fail to provide the required written confirmation. We may also require that you provide us within such time a copy of your written notice to the payee revoking the payee’s authority to electronically obtain payments from your account. If we do not receive a copy of your notice, your stop payment request will no longer be binding on us.

 

In order to fulfill your stop payment request on any preauthorized electronic fund transfer, we may, in our discretion, but are not required to, stop all payments to the particular payee, or we may, in our discretion, notify you that your stop payment request cannot be fulfilled other than by closing your account. If you properly request us to stop payment and we fail to do so, we will reimburse you for losses or damages you suffer, if any, caused by our failure to stop payment as requested. Please see our agreement and disclosure statement for your Cadence Check Card or Cadence ATM Card for different requirements that may apply to stop payment of any preauthorized electronic fund transfer involving use of those cards or the account numbers on those cards.

 

 

6. SPECIAL PROVISIONS FOR COMMERCIAL USERS OF SERVICES

 

THE TERMS AND PROVISIONS OF THIS PART SUPPLEMENT THE OTHER TERMS AND PROVISIONS OF THIS AGREEMENT AND ARE APPLICABLE TO YOU TO THE EXTENT THAT YOU ARE A NON-CONSUMER USER OF THE SERVICES. THE TERMS AND PROVISIONS OF THIS PART DO NOT APPLY TO YOU TO THE EXTENT THAT THE SERVICES ARE USED BY YOU, OR THE APPLICABLE ONLINE ACCOUNT HAS BEEN ESTABLISHED BY YOU, PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. IN THE EVENT THAT THE FOLLOWING TERMS AND PROVISIONS CONFLICT OR ARE INCONSISTENT WITH ANY OF THE OTHER TERMS AND PROVISIONS OF THIS AGREEMENT, THE FOLLOWING TERMS AND PROVISIONS SHALL GOVERN AND CONTROL THE CONFLICT OR INCONSISTENCY WITH RESPECT TO NON-CONSUMER USE OF THE SERVICE.

 

6.1 Consumer Protection Inapplicable. You acknowledge, represent and warrant that all of your Online Accounts that may be accessed using the Services are not accounts established or used primarily for personal, family or household purposes. Accordingly, the provisions of the EFT Act and any other laws or regulations, as well as any terms or provisions of this Agreement, intended for the protection of consumers or governance of transactions involving consumers do not apply to any Service transactions affecting your Online Accounts. You acknowledge and agree that we reserve the right to refuse to process any Service transaction, inquiry or activity, in our sole and absolute discretion, without liability to you. Without limiting other limitations and exclusions set forth in this Agreement, to the fullest extent allowed by law, and subject only to our obligation to exercise ordinary care and good faith, you assume all risk related to or arising out of your enrollment in any Service, and you agree to be bound by any and all transactions and activity performed through the Services, whether authorized or unauthorized.

 

6.2 Transmission of Information. You agree that we may transmit confidential information, including (without limitation) confirmations of Security Credentials, to the current address shown in our records for any of your Online Accounts or to your designated email address, 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 in the event that such properly addressed information is intercepted by an unauthorized person, either in transit or at your place of business.

 

6.3 Authorized Users. You acknowledge that anyone possessing Security Credentials may access and use the Services and/or your Online Accounts. You agree to provide Security Credentials only to Authorized Users. You bear sole responsibility for establishing, maintaining, implementing and updating policies, procedures, equipment and software that ensure the security and integrity of your computer systems and information, protect them from any unauthorized use, intrusion, takeover or theft, and prevent your Security Credentials from any unauthorized discovery or use. You bear all risk of fraudulent transfers and other losses or disclosures arising from the unauthorized use of the Services or from the interception of your communications prior to their receipt by us. You agree that we are authorized to execute, and it is commercially reasonable for us to execute, any instruction received by us with your Security Credentials.

 

You agree to instruct each Authorized User not to disclose any Security Credentials to any unauthorized person. Upon our request, you agree to designate a security administrator to whom we may distribute Security Credentials and with whom we may otherwise communicate regarding the use of Secuirty Credentials and other security procedures. Your security administrator will be responsible for distributing, setting and establishing Security Credentials to and for your Authorized Users, for ensuring the proper implementation and use of the Security Credentials by your Authorized Users, and for establishing the scope of authority with respect to use of the Services by your Authorized Users. You agree to notify us immediately by calling us at the number provided in Section 8.2 of this Agreement if you believe that any Security Credentials have been stolen, compromised, or otherwise become known to persons other than Authorized Users (including persons whose authority as Authorized Users or security administrators has been revoked). You agree that we shall have a reasonable opportunity to act upon any such notification from you.

 

6.4 Examining Records and Reporting Errors. You agree to examine your periodic Online Account statements promptly and to routinely review transaction and account activity available through the Services, and you agree to notify us immediately of any discrepancies or unauthorized, duplicate or erroneous transactions or activity. You should notify us of such matters by contacting us as provided in Section 8.2 of this Agreement or as otherwise provided with respect to the particular Services. Without limiting the other terms, conditions, limitations, and provisions of this Agreement, you agree that you shall be precluded from asserting any claim whatsoever against us with respect to any Service transaction or activity unless you notify us in writing that the transaction or activity was unauthorized, duplicate or erroneous within thirty (30) calendar days after we send or make available to you a notice through the Service or periodic statement reasonably identifying that transaction or activity. You acknowledge that this provision shortens the period within which you are required to give us notice of an unauthorized, duplicate or erroneous payment order under Article 4A of the Uniform Commercial Code, as enacted in the applicable jurisdiction, and you expressly agree to be bound by that shortened period to the maximum extent permitted by law.

 

6.5 Organizational Authority. You represent and warrant to us that your acceptance and performance of this Agreement, and the execution of any Service transactions and activity by you or on your behalf, are within your organizational power and have been duly authorized by all necessary organizational action. You further represent and warrant that the person who accepts this Agreement on your behalf and any person who at any time initiates any Service transaction or activity in such person’s capacity as your agent, representative or other authorized capacity have been duly authorized to do so, and that this Agreement, together with any Service transaction or activity initiated by any such person, constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

 

 

7. DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY & INDEMNIFICATION

 

7.1 DISCLAIMER OF WARRANTIES. YOU AGREE YOUR USE OF THE SERVICES AND ALL INFORMATION AND CONTENT IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SERVICE PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUBJECT TO THE PROVISIONS OF APPLICABLE LAW, OUR RESPONSIBILITY TO YOU UNDER THIS AGREEMENT, AND IN PERFORMING OUR DUTIES AND OBLIGATIONS WITH RESPECT TO ANY SERVICE, IS LIMITED TO THE EXERCISE OF ORDINARY CARE AND GOOD FAITH. IF WE SUBSTANTIALLY COMPLY WITH THE TERMS, CONDITIONS, AND PROVISIONS SET FORTH IN THIS AGREEMENT, WE SHALL BE DEEMED TO HAVE EXERCISED ORDINARY CARE AND GOOD FAITH. YOU AGREE THAT CLERICAL ERRORS AND MISTAKES DO NOT CONSTITUTE A FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH.

 

WE MAKE NO WARRANTY THAT THE SERVICES (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN RISK, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, WHETHER DUE TO ANY COMPUTER VIRUS, MALWARE OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY, OR RELIABILITY OF ANY THIRD PARTY INFORMATION OR DATA THAT YOU OBTAIN THROUGH THE USE OF THE SERVICES. SOME STATES DO NOT ALLOW FOR 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.

 

THE SERVICES AND ANY APPLICATION FOR DEPOSIT OR OTHER SERVICES AT OUR WEBSITE ARE SOLELY OFFERED TO THE RESIDENTS OF THE UNITED STATES OF AMERICA AND MAY NOT BE ACCESSED WHILE OUTSIDE THE UNITED STATES. IF YOU CHOOSE TO USE THE SERVICES FROM LOCATIONS OUTSIDE THE UNITED STATES, YOU DO SO AT YOUR OWN RISK.

 

7.2 LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL WE OR OUR SERVICE PROVIDERS BE RESPONSIBLE OR LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR COST OF COVER) ARISING OUT OF THE USE BY YOU OF THE SERVICE OR THE FAILURE OF US OR OUR SERVICE PROVIDERS TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS HEREUNDER, EVEN IF WE OR OUR SERVICE PROVIDERS HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. OUR LIABILITY AND YOUR REMEDY FOR ACTUAL COSTS AND LOSSES RESULTING FROM OUR FAILURE TO TRANSFER FUNDS IN THE CORRECT AMOUNT OR TO THE CORRECT PAYEE UNDER YOUR INSTRUCTIONS SHALL NOT EXCEED THE DIRECT MONEY DAMAGES THAT YOU INCUR AS A RESULT OF THE FAILURE. IN NO EVENT SHALL WE OR OUR SERVICE PROVIDERS BE LIABLE FOR ANY CLAIM OR DAMAGES ARISING FROM OR RELATED TO THE SERVICES UNLESS YOU FILE A COMPLAINT OR INITIATE ARBITRATION PROCEEDINGS PURSUANT TO SECTION 9 WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

 

YOU RELEASE US AND OUR SERVICE PROVIDERS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE THAT MAY ARISE BETWEEN YOU OR ONE OR MORE OTHER USERS OF THE WEBSITE OR THE APPLICABLE SERVICE. WE ARE NOT RESPONSIBLE FOR THE QUALITY OF GOODS, PROPERTY OR SERVICES THAT YOU PAY FOR USING ANY SERVICE. ANY CLAIMS ARISING FROM THE PURCHASE OF GOODS, PROPERTY OR SERVICES PAID FOR USING A SERVICE MUST BE RESOLVED BY YOU DIRECTLY WITH THE PAYEE.

 

IT IS YOUR RESPONSIBILITY TO DETERMINE WHAT TAXES, IF ANY, APPLY TO THE PAYMENTS YOU MAKE OR RECEIVE, 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 TRANSACTION.

 

7.3 INDEMNIFICATION. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES, EXPENSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES) CAUSED BY OR ARISING FROM YOUR USE OF THE SERVICES, OR THE USE OF THE SERVICES BY ANY OF YOUR CO-DEPOSITORS OR ANY OTHER PERSON WHOM YOU HAVE PERMITTED TO USE THE SERVICE, YOUR BREACH OF THIS AGREEMENT, YOUR INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND/OR YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT.

 

7.4 Delays in Service. When using the Service, you may experience technical or other difficulties. Neither Cadence nor our Service Providers can always foresee or anticipate technical or other difficulties related to the Services. You agree that neither we or our Service Providers shall be liable for any nonperformance or delay in the performance of any Service resulting from any change in federal or state law or regulation, the order of any court of competent jurisdiction, any Act of God, war, epidemic, strike, lockout, riot, weather conditions, equipment failure or malfunction, material shortage, electrical power or internet disruption or shortage, communication failure or any other condition or circumstance not within our reasonable control. You further agree and acknowledge that the performance and completion of Service transactions are subject to our Business Days and hours of operation, our internal policies and procedures, the provisions of this Agreement and the provisions of other agreements you may have with us (including, but not limited to, the Deposit Account Agreement). In no event shall we or our 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 circumstances.

 

 

8. NOTICES & COMMUNICATIONS

 

8.1 Electronic Communications. By accepting this Agreement, you consent to receiving information, disclosures and/or notices related to the Agreement and the Services in electronic form, including: posting such notice or information on the Website, emailing notices to the email address you have provided us, sending you an in-product message within the applicable Service application, mailing notices to any postal address that you have provided us, or by sending notices as a text message to any mobile phone number that you have provided us. All disclosures and notices by us shall be deemed received by you one (1) business day after being posted or sent electronically. Unless specifically required by law, we are not obligated to, but reserve the right to, provide any disclosure or notice to you by regular mail or by any means other than electronic transmission. For notices sent by regular mail, such notices will be deemed received by you no later than three (3) business days after it is mailed. You agree that we may mail paper versions of the notices to your mailing address associated with your Online Account. We may make available paper copies of any communications that were provided to you electronically. We reserve the right, subject to applicable law, to charge a fee to provide a paper copy of any communication previously delivered to you electronically. You have the right to withdraw your consent to our providing you with electronic communications and disclosures. You may call us at the telephone number provided below to find out about the availability of a paper copy of any particular communication, the amount of any fee you will be charged for that paper copy or to withdraw your consent to having this Agreement, including any amendments or any communications under the Services provided to you electronically. If you withdraw your consent, we may terminate your access to the Service.

 

8.2 Customer Service. In case of questions regarding this Agreement, the Services or with any transactions, you should contact us as soon as possible by one of the following methods:

 

By Telephone at: 1-800-636-7622; or

 

By mail at:

 

Cadence Bank, N.A.

Customer Service Department

1108 Highway 182 East

Starkville, Mississippi 39759

 

8.3 Changes in Address and Personal Information. It is your sole responsibility to ensure that the contact information (name, address, phone numbers and email addresses) in your user profile is current and accurate for all of the Services, and you are responsible for updating your contact information if it changes. You may update your contact information by logging in to the Online Banking Service, accessing the electronic page for managing your account and/or Service, and entering your new e-mail address, phone number or address. You may also make changes to your contact information by contacting Customer Service listed above. Any changes with your Online Accounts should also be made in accordance with the procedures outlined within the Service application. All changes made are effective immediately for scheduled and future payments paid from the updated Online Account information. We are not responsible for any payment processing errors or fees incurred if you do not provide accurate Online Account or contact information.

 

8.4 Consent to Telephone/Email Service Communications. By providing us your telephone number (including a cellular or other wireless telephone number), you expressly consent and agree that we may use an automatic telephone dialing system or otherwise, leave you a voice, prerecorded, or artificial voice message, or send you a text, or other electronic message for fraud prevention, identity verification, servicing or other non-marketing related purposes related to the Services and that such calls are not unsolicited for purposes of applicable law. You further consent to receiving emails from us for marketing purposes in connection with the Services and consistent with our Privacy Policy.

 

 

9. DISPUTE RESOLUTION

 

AS FURTHER SET FORTH BELOW, BY OPENING OR MAINTAINING AN ONLINE ACCOUNT AND BY YOUR USE OF THE SERVICES, YOU AGREE THAT IF A DISPUTE, CLAIM OR CONTROVERSY OF ANY KIND ARISES OUT OF OR RELATES TO THIS AGREEMENT, YOUR ONLINE ACCOUNT OR ANY TRANSACTIONS INVOLVING YOUR ONLINE ACCOUNT, EITHER YOU OR WE CAN CHOOSE TO HAVE THAT DISPUTE RESOLVED BY BINDING ARBITRATION. THIS ARBITRATION PROVISION LIMITS YOUR ABILITY TO LITIGATE CLAIMS IN COURT AND YOUR RIGHT TO A JURY TRIAL. YOU SHOULD REVIEW THIS ARTICLE CAREFULLY. FURTHERMORE, 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 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.

 

9.1 Arbitration Procedure. You agree, upon written demand made by you or us, to submit to binding arbitration all disputes, controversies, and claims, whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to (a) this Agreement, your account, any transaction involving your account, any charges assessed on your account or any advertisements, promotions, or oral or written statements related to this Agreement or your account, (b) the relationships that result from this Agreement (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this arbitration provision), or (c) the validity, interpretation, scope or enforceability of this Agreement or the interpretation or scope of the Arbitration Clause (collectively, a “Claim”). The provisions of this Section 9 shall include any Claim involving our current and former officers, directors, employees, agents, representatives, contractors, subcontractors, parent, subsidiaries, affiliates, successors or assigns as well as any other person or company who provides any services in connection with an account, as may exist from time to time, and any such Claim against any of those parties may be joined or consolidated with any related Claim against us in a single arbitration proceeding. In addition, if we become a party in any lawsuit that you have with any third party, whether through intervention by us or by motion or pleading made by you or any third party, we may elect to have all claims in that lawsuit between you and such third party to be resolved by binding arbitration under this Agreement.

 

At the option of the first party to commence arbitration, you or we may choose to have the arbitration conducted by the American Arbitration Association (“AAA”), or you and we may agree on 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 (“FAA”) shall apply to the construction, interpretation and enforceability of this Agreement notwithstanding any other choice of law provision contained in this Agreement.

 

Either party may initiate arbitration by giving written notice of the intention to arbitrate to the other party and by filing notice with 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 for more information about arbitration. If for any reason the AAA is unable or unwilling to serve as arbitrator, we will substitute another national or regional arbitration organization.

 

All statutes of limitation, defenses, and attorney-client and other privileges that would apply in a court proceeding shall apply in and to the arbitration. Any arbitration proceeding will be held at a location that is reasonably convenient to all parties in either your state of residence or the state of your statement address with us, with due consideration of each party’s ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, that determination shall be made by the arbitrator(s).

 

Notwithstanding anything to the contrary in this Agreement, any dispute regarding whether a particular controversy is subject to arbitration, including any claim of unconscionability and any dispute over the enforceability, scope, reach or validity of this agreement to arbitrate disputes or of this entire Agreement, shall be resolved by the arbitrator(s).

 

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

 

You and we agree that the arbitrator(s): (a) shall limit discovery to non-privileged matters directly relevant to the arbitrated dispute; (b) shall apply applicable contract terms, statues and legal precedent and shall follow the Federal Rules of Evidence, enforce applicable privileges and employ applicable burdens of proof; (c) shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; (d) shall have authority to grant relief only with respect to Claims asserted by or against you individually; (e) 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 (f) 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.

 

For claims up to $50,000, upon written request by you, we will pay to AAA, or the applicable arbitration party, your 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. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.

 

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. Both parties agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand arbitration at any time with respect to any subsequent or amended Claim filed against you or us after commencement of litigation between you and us. This arbitration provision shall survive termination of this Agreement and the closing of your account.

 

Each party also has the option of filing an action in small claims court or your state’s equivalent court for any dispute or claim within the jurisdictional limits of the small claims court. If such action is transferred, removed or appealed to a different court, we then have the right to demand arbitration of the claim.

 

If any portion of this Section 9.1 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. However, if Section 9.2, which prohibits the arbitration of joined, consolidated, or class actions is deemed invalid or unenforceable, then Section 9.1 in its entirety shall be void and unenforceable and severed from the rest of this Agreement.

 

9.2 WAIVER OF CLASS ACTION CLAIMS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, NO CLAIM MAY BE JOINED WITH ANOTHER DISPUTE OR LAWSUIT, OR CONSOLIDATED WITH THE ARBITRATION OF ANOTHER CLAIM, OR RESOLVED ON BEHALF OF SIMILARLY SITUATED PERSON, OR BROUGHT AS A PRIVATE ATTORNEY GENERAL OR ON ANOTHER SIMILAR REPRESENTATIVE BASIS. FOR ANY CLAIM SUBJECT TO ARBITRATION, YOU MAY NOT PARTICIPATE IN A CLASS ACTION IN COURT OR IN A CLASS-WIDE ARBITRATION, EITHER AS A PLAINTIFF OR CLAIMANT, CLASS REPRESENTATIVE OR CLASS MEMBER.

 

9.3 WAIVER OF JURY TRIAL. THIS PROVISION LIMITS YOUR RIGHTS TO A JURY TRIAL. YOU SHOULD REVIEW THIS SECTION CAREFULLY. IF (A) NEITHER YOU NOR WE SEEK TO COMPEL ARBITRATION OF ANY DISPUTE WE HAVE RELATED TO THIS AGREEMENT, YOUR ACCOUNT, OR ANY TRANSACTIONS INVOLVING YOUR ACCOUNT, OR (B) 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.

 

9.4 Applicable Law. Except as otherwise provided by law, this Agreement will be governed by the substantive laws of the United States, applicable federal regulations, and to the extent not inconsistent therewith, the laws of the state where we maintain your account as provided in the Deposit Account Agreement. The parties agree to be bound by the operating rules and guidelines of the National Automated Clearing House Association and the applicable local automated clearing house association (the "NACHA Rules") as in effect from time to time with respect to all Automated Clearing House ("ACH") transfers made hereunder. You further agree that the origination of ACH transfers to the Online Accounts will be subject to the NACHA Rules and must comply with the provisions of federal and state law.

 

 

10. ADDITIONAL TERMS AND CONDITIONS

 

10.1 Amendments to this Agreement. We reserve the right to modify, change, add or amend the terms of this Agreement and/or the fees, charges, features and other terms and conditions applicable to the Services, at any time in our discretion. Any changes we make will be effective as of the time we determine, with or without notice to you, provided that we will furnish you with notice of changes as required by applicable law. In the event any such change or amendment to this Agreement or to any Service that requires prior notice to you, we may notify you via email at the email address you have provided to us. If we provide you with a change of terms notice, you agree that a summary or general description of the changes is sufficient notice. You will be prompted to accept or reject any material change to this Agreement the next time you use the Services after we have made the change. You may reject changes by cancelling and ceasing use of the Service. By using any Service after it has been added, modified or changed, you agree to be bound by this Agreement, as amended, and all terms and conditions applicable thereto. Any change will begin to apply upon the effective date of the change, and will apply only to your future use of the Services.

 

10.2 Termination/Suspension by Us; Inactivity. We may cancel, terminate, or suspend any or all of the Services (including, without limitation, any and/or all pending or scheduled Service transactions) at any time in our sole discretion, without notice to you, except as required by applicable law. If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in this Agreement or have otherwise breached your obligations under this Agreement, we may terminate, suspend or limit your access to or use of Service; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide the Service to you in the future; and/or take legal action against you. The remedies contained herein are cumulative and are in addition to the other rights and remedies available to us under this Agreement, by law or otherwise. To the fullest extent permitted by law, you agree that we shall have no liability to you or to any third party in the event we cancel, terminate, or suspend any Service (or any Service transaction), or in the event we exercise any of our other rights or remedies under, relating to, or arising out of this Agreement. No termination, cancellation, or suspension of this Agreement or any Service (or any Service transaction) for any reason shall relieve you of any liability for obligations which have accrued prior to the effective time of such termination, cancellation or suspension or for obligations and duties under this Agreement which by their nature or by express provision are intended to survive. Without limiting the foregoing provisions, you acknowledge and agree that we may consider your enrollment in any Service inactive or dormant after a certain period of time (generally not less than one year) set from time to time by us during which you have not logged in to the Service application. Once your enrollment has been placed on inactive or dormant status, Service transactions may be declined, you may not be able to access the Service, and/or you may be required to re-enroll in the Service in order to continue using it.

 

10.3 Cancellation of Services by You. You may cancel your enrollment in the Services at any time by contacting us as provided in Section 8.2 of this Agreement or by sending a secured message under the Online Banking Service. You may also be able to cancel certain Services as provided in the applicable Service terms or by following the applicable instructions within a Service application. Cancellation of particular Services may result in the cancellation of other related Services or the loss of certain features of other products or Services. You agree to follow any instructions we provide in order to finally effect cancellation of the Services. We may, in any event, require you to put your cancellation request in writing. If you cancel your enrollment in the Services, we will have a reasonable opportunity, which shall be at least two (2) business days, after receipt of your cancellation notice to cancel any scheduled but unprocessed Service transactions. We will have no liability to you in the event any such transactions are processed and executed before we have a reasonable opportunity to cancel them after receiving your Service cancellation notice. We recommend that you separately cancel any scheduled Service transactions that have not begun processing prior to notifying us that you wish to cancel the Service. Cancellation of your enrollment in the Services may not cancel transactions that already have begun processing, but we reserve the right to cancel all such transactions upon receiving your Services cancellation notice. The closure of all Online Accounts that you use in connection with the Services may result in cancellation of the Services. In the event any Service is provided by a third party, you may need to make arrangements with that third party for the cancellation of that Service.

 

10.4 Links and Frames. Links to other sites may be provided on certain portions of the Website through which the Services are 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 Website. For example, if you "click" on a banner advertisement or a search result, your "click" may take you off the Website. 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 Site may send cookies to users that we do not control. You may link to the home page of our Website. However, you may not link to other pages of our Website without our express written permission. You also may not "frame" material on our Website without our express written permission. We reserve the right to disable links from any third party sites to the Website.

 

10.5 Your Privacy. Protecting your privacy is very important to us. Please review our Privacy Policy provided on the Website in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

 

10.6 Electronic Records. To the extent that any Service provides for the use and delivery of electronic records, you consent to the receipt of electronic records of Service information, documentation, and data in lieu of a hard or paper copy or version thereof. You agree that you will not alter any electronic information, data, or records furnished by us, and you agree that our record of any such information, data, or records is the best evidence of the information set forth therein. We reserve the right to furnish to you, and the right to require you to furnish to us, writings or paper copies of information, communications, data, or records relating to any Service, in lieu of and/or in addition to electronic records thereof, at any time in our discretion.

 

10.7 Data Recording. You agree that we may (without any obligation) record, retain, and/or monitor any communications (including, without limitation, telephone conversations) between you and us without further notice to any person. You also acknowledge and agree that when you use the Services the transaction and other information you enter may be recorded and retained by us. All such information, data, and communications recorded, retained, or monitored by us (collectively, “Service Data”) shall be and remain our property, and we shall have no obligation to provide Service Data or copies thereof to you, subject to the requirements of applicable law. If you request us to make Service Data available to you, and if we agree to provide Service Data to you, you agree to pay our reasonable fees and charges for the expense of making the Service Data available to you or to any third party at your request. You acknowledge that you are responsible for the maintenance and storage of your own data and other information created through your use of the Services.

 

Additionally, we and our Service Providers may use the Service Data for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We and our Service Providers shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, audit reasons and as permitted by applicable law for everyday business purposes. In addition we and our Service Providers may use, store and disclose such information acquired in connection with the Services in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of any applicable Service.

 

10.8 Intellectual Property. All marks and logos related to the Services 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 Services or display them in any manner that implies our sponsorship or endorsement. All right, title and interest in and to the Services, the portion of the Website through which each Service is offered, the technology related to the Website and Services, 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 Website and Services 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.

 

10.9 Ownership & License. You agree that we and our Service Providers, as applicable, retain all ownership and proprietary rights in the Services, associated content and technology. You are granted a personal, limited, non-transferable, non-exclusive, non-sublicensible and non-assignable license to use the software which operates any Service, subject to and conditioned upon your complete compliance with this Agreement. You may use the Services only in accordance with this Agreement. Without limiting the effect of the foregoing, any breach of this Agreement immediately terminates your right to use the Service. In addition to the other conditions of use of the Services, you may not copy, reproduce, distribute or create derivative works from the content and you agree not to reverse engineer or reverse compile any of the technology used to provide the Services.

 

10.10 Setoff. You agree that we may, without making a prior demand or giving you notice, obtain payment of any amount you owe us under or in connection with this Agreement by debiting any Online Account or any other account that you maintain with us or any of our affiliates, and you also agree that we may setoff any obligations you owe us against any amount that we or our affiliates otherwise owe you. In addition, you grant us a security interest in each Online Account and in each other account that you maintain with us to cover any obligations that you owe us under or in connection with this Agreement.

 

10.11 Assignment. You may not assign or transfer this Agreement, or any of your rights thereunder, without our prior written consent, which may be granted or withheld in our absolute discretion. We may assign this Agreement to any of our affiliates or to a successor by merger or acquisition. We may also assign or delegate any or all of our rights or responsibilities under this Agreement to any independent contractor or Service Provider in our discretion without notice to you.

 

10.12 Captions. The captions and headings of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

 

10.13 Waiver. The rights, remedies, and recourse afforded to us with respect to the enforcement of this Agreement, whether arising in law or in equity, are cumulative and concurrent and may be exercised by us in such order and in such manner as we may determine in our sole and absolute discretion. No delay or omission by us in exercising any rights or remedies under this Agreement or applicable law shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy shall not preclude further exercise of that right or remedy. No waiver shall be valid unless in writing and signed by us. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

 

10.14 Severability. If any provision of this Agreement or the application thereof to any persons or circumstances shall irreconcilably conflict with or be invalid or unenforceable under applicable law, such provision shall be deemed automatically reformed and amended to the extent, and only to the extent, necessary to render it valid and enforceable under such applicable law as of the effective date thereof, and such reformed or amended provision shall be binding without necessitating the formal amendment of this Agreement by the procedures specified herein; provided, however, that if such automatic reformation and amendment of such provision shall be unreasonable or impracticable in the context of this Agreement, or shall significantly conflict with the purpose, intent and/or any other material terms or provisions of this Agreement, then such provision shall be deemed severed from this Agreement with respect to the persons or circumstances as to which such provision shall be invalid or unenforceable. Notwithstanding anything to the contrary in the foregoing, in the event that Section 9.2 is deemed invalid and unenforceable, the entire arbitration provision in Section 9.1 shall be deemed unenforceable and severed from this Agreement. The invalidity or unenforceability of any one or more of the provisions of this Agreement, or the severance of any provision from this Agreement pursuant to the terms of this Agreement, shall not affect the validity or enforceability of the remaining provisions and such remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

 

10.15 Entire Agreement. This Agreement is the final and complete agreement between you and us concerning the Services and supersedes, prior agreement, oral or written, or other communications between you and us related to the Services, including any marketing or other similar materials. In the event of a dispute regarding the Services or this Agreement, you and we agree to resolve the dispute by looking to this Agreement. If there is a conflict between the terms of this Agreement and something stated by an employee or contractor of ours (including but not limited to its customer care personnel), the terms of this Agreement will prevail.

 

 

Questions? We are here for you.


Here are some other ways to contact us.

* To ensure your safety, please do not include sensitive information in your submission.