Ultima Bank
Corporate Internet Banking
Agreement
ExecuBanc, Mobile Banking
& Related Services
September 30, 2009
Please
read carefully this Internet Banking Agreement (hereafter “Agreement”) for the use
of ExecuBanc
and Related Services (hereafter “ExecuBanc”) as provided by Ultima Bank Minnesota (hereafter
“UBM”). This
Agreement was revised September 30, 2009 and includes disclaimers of liability
and other matters of interest to ExecuBanc users. By pressing the “I
Agree” button, you agree to the terms and conditions of this Agreement
including your consent to future amendments of the Agreement.
UBM is a privately held,
commercial bank, chartered in
This Agreement between you and UBM governs your use of ExecuBanc, an electronic,
online banking service that permits UBM customers to access certain
“business” oriented, online financial services through the use of the World
Wide Web. Products and services provided by UBM that you can access through ExecuBanc
are also governed by other agreements with you.
ExecuBanc, as used
in this Agreement, includes the following Internet based UBM
products and services: ExecuBanc,
ACH
Direct, and Electronic
Delivery of Imaged
Statements and Checks. In this
Agreement, we will use the term “ExecuBanc” to refer to all of
the above electronic services both individually and/or collectively. Additional
services may be available in the future that will be automatically covered by
this Agreement.
In addition to this
Agreement, UBM’s Privacy Policy and Online Security
Statement also
apply to your Accounts.
We suggest that you review these items in order to understand all of your
relative rights and responsibilities in connection with your use of ExecuBanc.
You may use ExecuBanc
to access your UBM business Accounts through the
Internet. Currently, you can access your savings, checking, certificate of
deposit and loan accounts at UBM.
You understand that by using ExecuBanc
or by authorizing others to use the service, you have agreed to the terms
and conditions of this Agreement and that no signature by you is required on
this Agreement. You agree to use ExecuBanc solely as provided in this
Agreement. When any transfer, payment, ACH transaction or online service
generates items to be charged to your UBM Account, you agree that we may
debit your Account without requiring a signature by an Authorized
Representative on the item and without prior notice to you.
We may, from time to time, introduce
new ExecuBanc
related services. When this happens, we will update the Website to include
them. By using any such ExecuBanc related service, you agree
to be bound by the terms contained in this Agreement at that time.
We may change the ExecuBanc
services and the terms, including fees, set forth in this Agreement at any
time. You will be notified of any such change as required by applicable law,
either by mail or by an electronic message. You understand that by using ExecuBanc
after a change becomes effective, you have agreed to it.
You agree to properly maintain your UBM Accounts, to comply with the rules governing your UBM Accounts, and to pay any fees associated with the use or
maintenance of your UBM Accounts. Any issue relating to a UBM Account or service with UBM or any UBM affiliate which you access through ExecuBanc
shall be governed by the law(s) specified in the agreement for that UBM Account or service.
Your UBM deposit and loan accounts can be
linked together and accessed and viewed via ExecuBanc. Your UBM Accounts will continue to be governed by the Terms and
Conditions of your account and your loan agreements, except where it is noted
in this Agreement. This Agreement will control if there is a conflict with your
other agreements and this Agreement for ExecuBanc Services. In addition,
each UBM Account and ExecuBanc service is
subject to the following:
Through ExecuBanc, you can access your UBM Accounts to check balances, transfer
funds, view transaction history, view check images and other information and
receive UBM Account Statements and other related documents
electronically. You may
choose the UBM accounts that you want to access
and by whom. You can also customize the level of
authority of such selected employees (“Authorized Representative”) and you can
limit their online access time when you provide us with your account set-up
information.
To access your UBM Accounts via ExecuBanc
you must have an Access ID, a Password and the required hardware
and software. You are solely responsible for having the required hardware and
software and for securing an Internet Service Provider (“ISP”). Subject to the
terms of this Agreement, you will generally be able
to access your Accounts via ExecuBanc at www.ultimabank.com
seven days a week, 24 hours a day. A transfer requested through ExecuBanc
before the transfer cutoff time on a business day will generally be posted to
your UBM Account the same day. All transfers requested after the posted transfer
cutoff time on a business day or on a day that is not a business day, will be
posted on the next business day. Every day is a business day except Saturdays,
Sundays, and banking holidays.
At certain times, ExecuBanc
may not be available due to system maintenance or
circumstances beyond our control. During such times, you may use the UBM TeleBanc service at (218)
435-2301 (if local) or (877) 692-2659 (toll-free), a UBM automated teller machine (“ATM”) or one of the UBM facilities to obtain information about
your UBM Accounts.
Password, Access ID and Multifactor Authentication
You and each of your Authorized
Representatives will be provided a Password and Access ID
that will allow each of you online access to ExecuBanc. During your
first logon session(s), each of you will be required to change your respective Password.
Thereafter, your respective ExecuBanc Passwords can be changed
online at any time. Note that your ExecuBanc Passwords are “case
sensitive” and must be at least 8 to a maximum of 17 alpha, numeric or special characters.
It is highly recommended that your password(s) be changed regularly. We highly recommend that you change your respective Passwords
regularly.
We are entitled to act on
instructions received under your company‘s Passwords and Access
ID. You are responsible for familiarizing all authorized signers with
the terms of this Agreement and for keeping your ExecuBanc Passwords
and Access ID confidential.
We use Multifactor Authentication as a means to let you know
that you are dealing with our true and trusted website, and to let us know that
we are dealing with you. By a
creating a shared image, passphrase and questions or utilizing a token, UBM has
increased the security for its online login process.
Tokens are used for our ACH and Deposit services when
logging into and transferring funds within ExecuBanc and/or Remote
Deposit. It is important that you not
share access of your token with anyone, and that you keep your PIN
confidential. If your token is
ever lost, please report it to us at (800) 421-2588 ext 102 immediately.
Electronic Mail (E-mail)
You can communicate with us via
e-mail at tech@ultimabank.com.
Please remember that we will not immediately receive an electronic message sent
by you. No action will be taken on any electronic message you send to us until
we actually receive your message and have a reasonable opportunity to act on
it. You cannot use e-mail to make an account balance inquiry, a stop payment or
a funds transfer. You cannot use e-mail as a sole means to cancel a transfer,
or a loan payment. Never send us your ExecuBanc Password or Access
ID or other sensitive UBM Account information via e-mail.
If you need to contact us
immediately, please call (218) 435-2265 ext 102 or (800) 421-2588 ext 102.
All of
your daily transactions, payments, and funds transfers can be displayed on your
Account statement(s) via ExecuBanc. You
can also access and download such transaction data from either your current or
previous statement into your money manager software. You generally have
up to 30 days after the last day of your previous statement (or 30 days after
your previous statement is prepared) to export the information.
Account Access Via Mobile Banking
You may
also access your UBM accounts via our Mobile
Banking. To enroll, simply log on
to the ExecuBanc system and go to the Options tab. You will be asked to provide your cellular phone number,
cellular provider and to create a PIN number for your future Mobile
access. We will then send you a
text message with a one-time password embedded in a link for your Mobile Banking
access. We use multifactor
authentication to allow access to our Mobile Banking service. To log in to view your UBM Accounts, you will first want to retrieve a text message
and click on the link. When
prompted, you will be asked to enter your ExecuBanc Access ID and your newly
created PIN number. Upon
successful login, you will be immediately sent a new one-time password text for
your next login.
Our
Responsibilities:
1)
We
will use our best efforts to make this service available for your use on a continuous
basis; however, access to the Mobile banking service may be interrupted because
of conditions beyond our control, to include Internet outages.
2)
We
reserve the right at all times to take actions to protect our system and
information, including denial of access to users.
3)
We
will use commercially reasonable efforts to secure the service to prevent
access by unauthorized persons and/or the introduction of any malicious
code.
Your
Responsibilities:
1)
We ask
that you take precautions when using our Mobile Banking Service. Do not tell anyone your Access ID or
PIN Number. Never leave your phone
unlocked and unattended. Delete
one-time password text messages once they have been used. Notify UBM if you feel that your access has been compromised in any way
or if your phone has been stolen or if your cellular phone number has
changed. You can contact us at
(218) 435-2265 ext 102 or (800) 421-2588 ext 102 or by email at tech@ultimabank.com.
2)
You
agree to comply with all applicable laws, rules and regulations in connection
with Mobile Banking. We make no
representation that the content or use of Mobile Banking is available for use
in locations outside of the United States. Access from locations outside of the United States is at
your own risk and your responsibility for compliance with local laws.
3)
There
is no charge to access UBM’s Mobile Banking, however, the
charges for your mobile device, text messages and web access are solely your
responsibility. If at any time you
would like to discontinue your Mobile Banking access with UBM, please contact us at (218) 435-2265 ext 102 or (800)
421-2588 ext 102 or by email at tech@ultimabank.com. For more information on the screens and a demonstration of
the functions of UBM’s Mobile Banking, visit our website
at www.ultimabank.com and view our Mobile Banking
Education.
Our business days (“Business Days”)
are Monday through Friday, except bank holidays. Although transfers are
processed by UBM on business days only, you can initiate a transaction through ExecuBanc
24 hours a day, seven days a week. However, during
maintenance periods the transfer or bill pay may not be completed until the
next business day.
ELECTRONIC PAYMENT SERVICE
Through ExecuBanc,
you are allowed to make certain payments electronically. There is no limit to the number of payments
that may be authorized from UBM Checking Accounts. However, only one payment
may be sent to each payee on the same day. A Payee can be either a Business
Payee or a Non-business Payee. You may not pay alimony, child support, taxes or other governmental fees
or court-directed payments or make payments to anyone outside the
In addition to your Payee
names and addresses, you will need to enter your Payee account number for each
Business Payee (name, address and account number together are “Payee
Information”) to ensure your payments are properly credited to your Payee
account. Please note that your Business Payee may require that payments be sent
to a specific address; this mailing address may be different than other
addresses that appear on your invoice or billing statement. You may need to
contact the Business Payee to obtain their payment mailing address.
Payee information is
retained by ExecuBanc and can be retrieved by you at any time.
Additions, deletions, and changes to Payee information can be made at any time
from your personal computer, subject to the timing requirements noted in the
Stop or Change Instructions section below. Such Payee information is used
solely for the purpose of processing payments from your UBM Accounts and is subject to UBM’s Privacy Policy as
described in the Disclosure of Information section of this Agreement. The date
the payment is to be sent by us, whether electronically or by check, is called
the "Date Check is to be Issued". When we receive a payment
instruction (for the current or a future date), we will make payment to the
payee on your behalf from the funds in your UBM Account on the Date Check is to be Issued.
IMPORTANT:
The “Date Check is to be Issued” is NOT when the payment is due. Be sure to
read the instructions on the NetBanc “Add Payment” web page for handling
information.
We will not be obligated
to make a payment unless your UBM Account and/or linked overdraft protection plan has sufficient funds or credit availability to pay the bill
on the Date Check is to be Issued. Funds for ALL bill payments (whether we make
these payments electronically or by check) will be withdrawn from your UBM Account on the Date the Check is to be
Issued.
There will be a delay
between the Date Check is to be Issued (i.e., the date we send your payment)
and the date your Payee receives that payment. Any payments made via ExecuBanc
will require sufficient time for your Payee to receive your payment and credit
your payment properly. To avoid incurring finance or other charges, you must
schedule your payment sufficiently in advance of the due date. When you schedule
payments, YOU MUST SCHEDULE RECURRING PAYMENTS AT LEAST FIVE (5) FULL BUSINESS
DAYS PRIOR TO THE DATE THE PAYMENT IS DUE. INITIAL PAYMENTS SHOULD BE ISSUED AT
LEAST SEVEN (7) FULL BUSINESS DAYS PRIOR TO YOUR PAYEE’S DUE DATE
You have the right to
stop or change any one-time bill payment. However, you must cancel the payment
by no later than 3:00 PM (Central Time), at least one (1) business day prior to
the day the payment is to be issued by calling Online Support at (218)
435-2265 ext 102 (if local) or (800) 421-2588 (toll-free). You can also stop a
recurring payment by calling us four (4) business days or more before the date
the check is to be issued.
If we do not transfer or
otherwise issue a payment from your Account, as requested by you in accordance
with the terms and conditions of this Agreement and/or in accordance with the ExecuBanc
on-line instructions; or in the amount requested by you in accordance with the
terms and conditions of this Agreement and/or the ExecuBanc
on-line instructions, we will reimburse you for any late payment fees or
penalties that you are charged in connection with such occurrence, up to a
maximum of $50 for each such occurrence.
However, we will not
reimburse you if:
ONLINE
“BUSINESS” BANKING
ExecuBanc and Related Services
To use ExecuBanc, you
need:
You may use ExecuBanc
to:
Three ExecuBanc plans are available. They are the BASIC, DELUXE and
ULTIMATE Plans. Click here on ExecuBanc
Service Fees for more information on the features
offered by each plan and associated fees.
This Agreement governs
your ability to initiate Credit and Debit Entries via ACH Direct,
a Related Service of ExecuBanc, to accounts
maintained at UBM and other financial
institutions through the Automated Clearing House ("ACH") pursuant to
the rules of the National Automated Clearing House Association
("NACHA"). It also defines our willingness to act as an Originating
Depository Financial Institution with respect to such Entries as set forth
below:
The NACHA Operating
Rules, applicable to ACH transactions, have been separately provided to you.
You agree to comply with and be subject to the applicable NACHA Operating
Rules, as amended from time to
time. Your
specific duties and responsibilities set forth in this Agreement shall in no
way limit this undertaking. All undefined capitalized terms used in this
Addendum shall have the meanings given them in the Operating Rules.
Maintaining Your Settlement Account
You agree to properly
maintain a Settlement Account with UBM, to comply with the
procedures and regulations governing these accounts, and to pay any fees associated
with the use or maintenance of these accounts.
Origination of ACH
Entries
You agree to abide by
our procedures and deadlines for originating Entries that may change from time
to time. You agree to conform all Entries to the format, content, and other
specifications contained in the NACHA Operating Rules.
You agree to designate
Authorized Representatives to act on the your behalf, who shall have the
authority to authorize all actions necessary in the preparation and generation
of your Entries. You agree that we shall not be under any duty to inquire as to
the authority or propriety of any instructions given to us by you or any of
your employees and we shall be entitled to rely upon all ACH instructions
conveyed to us.
We shall be entitled to
act upon the instructions of any person whom we reasonably believe to be your
Authorized Representative, whether or not you have authorized such
instructions. We shall not be liable for any loss, cost, expense or other
liability arising out of any such instructions.
ACH Exposure Limit Documentation
In the event services
requested by you may result in credit exposure to UBM, we may limit our exposure by transaction volume or dollar amount
and may refuse to execute transactions that exceed any such limit. You agree, when
requested by us, to provide financial information and statements and other
documentation that we may request to evaluate our credit exposure and your
credit-worthiness.
From time to time, we
may, in our discretion require that you irrevocably make available to us, in
actually and finally collected funds, the total amount of all ACH Credit
originations prior to the time we process the items (to "Pre-fund").
You may Pre-fund your credit originations by transfer from another depository
institution, or by maintaining a sufficient balance of actually and finally
collected funds in your account. Unless you indicate that you will Pre-fund in
another way and actually do so, you authorize us to deduct from your account
the amount needed to Pre-fund the ACH credits prior to processing the items.
If you fail or refuse to
Pre-fund the full amounts of your ACH credits in a cycle, we may, at our
discretion, refuse to process items that have not been Pre-funded. If you only
partially Pre-fund the amount of your ACH credits and you do not indicate which
items have been Pre-funded, we may, in our sole discretion, determine which
items shall be considered to have been Pre-funded, or may refuse to process all
items.
If you Pre-fund the ACH
credits, your obligation to settle in respect of the Pre-funded ACH credit
items up to the amount of the Pre-funding shall be automatically satisfied and
discharged and replaced by an irrevocable obligation of UBM to settle for the Pre-funded items on
the settlement date.
You understand that you
may cancel your use of ACH Direct at any time by notifying us via
e-mail or standard mail. This will cancel any ACH services you have agreed to
but will not terminate your Accounts with UBM.
UBM may cancel this Agreement and terminate
your use of ACH Direct for any reason at any time. We will try to
notify you in advance of such cancellation, but we are not obligated to do so.
Limit of UBM and
Other Providers´ Responsibility
UBM agrees to make reasonable efforts to ensure full performance on
all ACH transactions. We will be responsible for acting only on those
instructions that are actually received and cannot assume responsibility for
malfunctions in communications facilities not under our control that may affect
the accuracy or timeliness of messages you send. UBM is not responsible for any losses or delays in transmission of
instructions arising out of the use of any participating financial institution.
We are not responsible should you give incorrect instructions or if your
payment instructions are not given prior to published cutoff times.
If a third party sends
ACH Entries to us on your behalf, you acknowledge that said third party is your
agent and you agree that you shall require any such third party to comply with
the provisions of this Agreement.
You agree to indemnify
each participating financial institution, NACHA, and the Federal Reserve Bank
from all claims, demands, liabilities or expenses resulting from any failure on
your part to exercise reasonable care in the creation of or presentment of
Entries, or to comply with any of the provisions of the Operating Rules.
Any information you
receive from UBM is believed to be
reliable. However, it can only be provided on a best-efforts basis and is not
guaranteed. We are not liable for any deficiencies in the accuracy,
completeness, availability or timeliness of such information or for any
investment or other decision made using this information.
Except as provided in
this Agreement and in the absence of negligence on the part of UBM, neither UBM, nor any participating financial institution is responsible for
any direct, indirect, special, incidental or consequential damages arising in
any way out of the use of ACH.
If you need assistance
with ACH Direct, or if you need to communicate with us, you may
contact our Online Support at (218) 435-2265
ext 102 or (800) 421-2588 ext 102.
You agree that we may
record the conversations our employees have with you. We may do this from time to
time to monitor the quality of service and accuracy of information our
employees give you, and to ensure that your instructions are followed.
Our Online Support
can help resolve ACH problems but they are not authorized to waive any
provision of this Agreement.
ExecuBanc, in conjunction with ACH
Direct, enables you to transfer funds to or from your UBM Accounts. The Electronic Funds Transfer
Act provides you with certain rights and responsibilities with respect to
certain of these transfers, commonly referred to as an Electronic Funds
Transfer (hereafter “EFT”). Such rights and responsibilities are fully described in our Electronic
Funds Transfer Disclosure that has been separately provided to you. You
can also click here on EFT Disclosure
for online access.
We will initiate
properly authorized and completed Funds Transfer Requests, as defined by UCC 4A
(subject to funds availability) communicated to us online or telephonically on
the date requested provided the request is received by us prior to the posted
online cutoff time and provided the request includes all required information.
We may make payments solely on the basis of the account number provided as
proper identification of the intended beneficiary.
We shall not be liable
for any delay or refusal to honor instructions for a transfer or related act if
in good faith we are unable to satisfy ourselves that the instructions are given
by an authorized employee. Our failure to verify or authenticate the
transactions shall not be evidence of any failure to exercise reasonable care
or good faith. If you did not authorize a payment order, the applicable
provisions of UCC 4A will govern liability.
We agree to make
reasonable efforts to complete all fund transfers as requested. We will be
responsible for acting only on those instructions actually received by us and
cannot assume responsibility for malfunctions in communications facilities or
acts of others not under our control that may affect the accuracy or timeliness
of messages you send. We are not responsible if you provide incorrect
instructions or if your instructions are not received prior to our published
cutoff times.
You have no right to
cancel or amend a transfer after we execute it. We may attempt to revoke an
order that has not been executed if the request is received in a time and
manner that gives us a reasonable time to act upon it. However, we make no
warranty as to our ability to revoke or cancel a transfer once made. You agree
to hold us harmless against claims of third parties when you revoke or cancel
any Funds Transfer instructions.
We will accept online requests from
an authorized employee to stop payment on any check, except for cashier’s
checks, official checks or other cash equivalent items. We will process
requests received prior to the posted cutoff time on the same Business Day
received. Requests received after the posted cutoff time will be processed on
the next business day. We must receive a stop payment request at a time that will give us a reasonable
opportunity to act on it prior to payment of the item. Generally, stop payments
are not processed until the cutoff time or later on that business day.
Stop Payment requests are not
effective if, either before or within 24 hours of when the stop payment order
was placed, we have already cashed the item or become otherwise legally
obligated for its payment. Stop Payment request are processed by computer. We will assume no responsibility if any
information provided is incorrect or incomplete that would cause the check to
be paid (i.e. incorrect check number, amount, account number or date). Once placed,
the stop payment order will remain in effect for six months from the date when
it was authorized. An authorized
business representative may renew the Stop Payment order for an additional
six-month period when the expiration date arrives. You are responsible for monitoring the expiration of Stop
Payments. No notice will be
provided to you that a Stop Payment is expiring. A fee will be charged for each
stop payment and extension of a stop payment.
In order to cancel a stop payment,
an Authorized Representative is required to fax or deliver a written request to
UBM. Stop payments cannot be canceled
via e-mail.
LIABILITY
Your Responsibility To Notify Us
Call us IMMEDIATELY at (218) 435-2265
ext 102 or (800) 421-2588 ext 102 if you believe that any Access ID or Password or
Token has been lost or stolen, or if you believe someone has transferred or
may transfer money from your UBM Account without your permission, or if you suspect any
fraudulent activity on your UBM Account.
If your token has been lost or
stolen, we will issue you a new token to gain access via ExecuBanc or Remote
Deposit. The cost of the
replacement token will be passed on to you and be debited to your main UBM
account. The amount we charge for
the replacement token will be our true cost for acquiring the token.
Contact by UBM or Affiliated Parties
No UBM employee will contact you via
e-mail or phone requesting your online Access ID or Password. If you are
contacted by anyone requesting this information please contact us immediately.
Our liability to you is limited to
the extent stated in any other Account and/or loan agreements, notices, and
disclosures that are separately provided to you from time to time regarding
your UBM Accounts and/or this Agreement. This section explains the complete
extent of our liability to you only to the extent that it has not been
separately disclosed to you by any of these agreements, notices, or
disclosures.
Neither UBM, nor any of its Directors,
Employees or Agents make any representations or warranties of any kind regarding
the performance or quality of any UBM Online Banking service, including ExecuBanc
and its related services as defined in this agreement, or the results that may
be obtained from using any UBM Online Banking service. UBM specifically disclaims any express
or implied warranties, including, without limitation, warranties of fitness for
a particular purpose, warranties of merchantability or warranties against
infringement.
Neither UBM, nor any of its Directors,
Employees or Agents shall be liable for any damages or losses, including,
without limitation, direct, indirect, consequential, special, incidental or
punitive damages, resulting from or caused by the use, or attempted use, of any
UBM Online Banking Service, or its
content, including, without limitation, losses related to: your use, or
inability to use, any UBM Online Banking Service; any errors,
omissions or defects in any content; any interruptions or delays in
transmission to the UBM Online Banking Service; or computer
viruses received by you as a result of your use of any UBM Online Banking Service. In any event, any liability of UBM, its Employees, Agents, Content Providers and Licensors
shall not exceed those amounts specifically provided for in the agreement.
Further, we will not be obligated to honor, in whole or in
part, any transaction or instruction which:
Except to the extent of UBM’s liability pursuant to the terms of
this Agreement or any other agreement or notice that otherwise governs your UBM Account, you agree to indemnify and
hold us, our directors, officers, employees and agents harmless from any and
all loss, liability, claims, demands, judgments and expenses (including
attorney’s fees) arising out of, or in any way connected with, your use or
misuse of ExecuBanc. This indemnification is provided without regard to
whether our claim for indemnification is due to the use of ExecuBanc by you, or your
Authorized Representatives.
Corporate and Partnership Authorizations
You represent that each Authorized
Representative who has been issued an Access ID and Password has general
authority from your organization to give instructions within the access
capability associated with such Access ID and Password (including general
authority over the movement of your organization’s funds and over accounts with
UBM), all as evidenced by the banking
resolution, partnership declaration or other agreements you have provided to UBM, and that UBM has full authorization from your
organization to rely and act upon instructions identified by such Access ID and
Password.
You agree that we may send notices
and other communications, including Access ID and Password, to the current
address shown in our records, whether or not that address includes a
designation for delivery to the attention of any particular individual. You
further agree that UBM will not be responsible or liable
to you in any way if information is intercepted by an unauthorized person,
either in transit or at your place of business. You agree to:
1.
Keep
your Passwords secure and strictly confidential, providing it only to
Authorized Representatives on your account(s);
2.
Instruct
each person to whom you give a Password that he or she is not to disclose it to
any unauthorized person; and
3.
Immediately
notify us and select a new Password if you believe an unauthorized person may
know a given Password.
We will have no liability to you for
any unauthorized payment or transfer made using your passwords that occurs
before you have notified us of possible unauthorized use and we have had a
reasonable opportunity to act on that notice. We may suspend or cancel your Passwords even without
receiving such notice from you, if we suspect a Password is being used in an
unauthorized or fraudulent manner.
Acknowledgement
of Commercially Reasonable Security Procedures
By using ExecuBanc,
you acknowledge and agree that this Agreement sets forth security procedures
for electronic banking transactions that are commercially reasonable. You agree
to be bound by instructions, whether authorized or unauthorized, which we
implement in compliance with these procedures, unless you have given us prior
notice of possible unauthorized use as described above (and we had a reasonable
opportunity to act on such notice).
If we fail or delay in making
payment or transfer pursuant to your instructions, or if we make a payment or
transfer in an erroneous amount which is less than the amount per your
instructions, unless otherwise required by law our liability shall be limited
to interest on the amount which we failed to timely pay or transfer, calculated
from the date on which the payment or transfer was to be made until the date it
was actually made or you canceled the instructions. We may pay such interest
either to you or the intended recipient of the payment or transfer, but in no
event will we be liable to both parties, and our payment to either party will
fully discharge any obligation to the other. If we make a payment or transfer
in an erroneous amount which exceeds the amount per your instructions, or if we
permit an unauthorized payment or transfer after we have had a reasonable time
to act on a notice from you of possible unauthorized use as described above,
unless otherwise required by law our liability will be limited to a refund of
the amount erroneously paid or transferred, plus interest thereon from the date
of the payment or transfer to the date of the refund, but in no event to exceed
60 days´ interest. If we become liable to you for interest compensation under
this Agreement or applicable law, such interest shall be calculated based on
the average federal funds rate at the Federal Reserve Bank in the district
where the Bank is headquartered for each day interest is due, computed on the
basis of a 360-day year.
Unless otherwise required by law, in
no event will be liable to you for special, indirect or consequential damages
including, without limitation, lost profits or Attorney’s Fees, even if we are
advised in advance of the possibility of such damages.
GENERAL
PROVISIONS
Unless otherwise required by
applicable law, UBM may terminate this Agreement and/or your access to ExecuBanc
(including all Related Services as defined in this Agreement), in
whole or in part, at our discretion at any time. If reinstated, the current
terms of this Agreement will control. You may request reinstatement of ExecuBanc by calling UBM at (218) 435-2265 ext 102 or (800) 421-2588 ext 102.
We may assign our rights and
delegate our duties under this Agreement to a company affiliated with us or to
any other party. We may also assign or delegate certain of our rights and
responsibilities under this Agreement to independent contractors or other third
parties.
Unless otherwise required by
applicable law, in the event that we are required to provide a notice or other
communication to you in writing, that notice or other communication may be sent
to you electronically to your email address as reflected in our then current
records.
The circumstances under which we
will disclose information about you or your UBM Accounts, has been separately
disclosed to you in our Privacy Policy
and in other disclosures which have been provided directly to you. Our Privacy
Policy may change from time to time and is always available on-line and at our
banking locations.
Authorization to Obtain Information
You agree that we may obtain and
review your credit report from a credit bureau at any time during the life of
this Agreement.
The ExecuBanc service
is available through UBM only to businesses both located in
and registered to do business in the
Any action at law, suit in equity or
other judicial proceeding for the enforcement of this Agreement or any
provision thereof shall be instituted only in the courts of
If we are served with any notice of
lien, attachment, levy, garnishment or other legal process relating to you or
your UBM Account, we are authorized without
notice to you or any joint Account Holder, except where required by law, to
withhold the withdrawal or payment of so much of the funds in your UBM Account that may be the subject of such notice or legal
process. We may disburse such amount out of your Account to a court or to such
persons as applicable state or federal law either requires or permits because
of such powers. We have no liability to you for such withholding or
disbursements or for refusal by us to permit withdrawals or payment against
your Account because of a court order or other legal process including the
return by us of items presented against your Account as unpaid that otherwise
would be paid. Any lien, attachment, levy, or garnishment against your Account
is subject to our right of set-off as provided in the Agreement unless
prohibited by law. You agree to pay our costs and expenses for complying with
such legal process, including legal costs and attorney fees, costs of research
and copying and administrative fees.
You and we agree that all disputes,
claims and controversies between us, whether individual or joint in nature,
arising from this Agreement shall be arbitrated pursuant to the Rules of the
American Arbitration Association in effect at the time the claim is filed. No
act to take or dispose of any property shall constitute a waiver of this
arbitration agreement or be prohibited by this arbitration agreement. This
includes without limitation, obtaining injunctive relief or a temporary
restraining orders. Judgment upon any award rendered by any arbitrator may be
entered in any court having jurisdiction located in Polk County Minnesota.
Nothing in this Agreement shall preclude any party from seeking equitable
relief from a court of competent jurisdiction. The statute of limitations,
which would otherwise be applicable in an action brought by a party, shall be
applicable in any arbitration proceeding, and the commencement of an
arbitration proceeding shall be deemed the commencement of an action for these
purposes. The Federal Arbitration Act shall apply to the construction, interpretation
and enforcement of this arbitration provision.
This Agreement will be governed by,
construed and enforced in accordance with federal law and the laws of the State
of
FEES
Reference the specific UBM Account being accessed via ExecuBanc
for the specific terms and fees associated with said account. Click here on ExecuBanc
Service Fees for more information on the features
offered by each of the three available ExecuBanc plans. All other fees are defined may be assessed and billed
separately by your Internet Service Provider (“ISP”).
You will be responsible
for any telephone charges that you incur and any fees charged by your Internet
Service Provider when you use ExecuBanc.