Online Banking Agreement and Disclosure
IronStone Bank Online Banking Agreement and Disclosure
April 21, 2006
IronStone Bank is pleased to offer your business
the many benefits of online banking using netAccess, Intuit® Quicken®, QuickBooks® and Microsoft® Money (customers using Business Online Banking are subject to the separate Business Online Banking Customer Agreement). Using your computer and the Internet,
online banking allows you to obtain information about your business accounts
and initiate certain business account transactions.
Definitions.
In this Agreement, “Bank,”
“we,” “our,”
and "us,” refer to IronStone Bank, a federal
savings bank. “You” and
“your” refer to your business
and any person with actual or apparent authority to access one or more
of your business accounts using online banking, including the person executing
this Agreement for such business. “netAccess"
and “online banking” mean
the online banking service provided by IronStone Bank to its business
customers who use netAccess or PFM software. "Agreement"
means this netAccess Online Banking Service Agreement.
“Account” and “accounts”
refer to your accounts that may be accessed through online banking. “Primary
Account” refers to the one Account that you have designated
as the account from which your online banking service fees (including
Bill Pay Service fees) will be paid. Your Primary Account must be a checking
account. “Access Codes” refers to the password
and identification number (Customer ID and Customer Password) that allow
you to access your Accounts through online banking and that have been
assigned to you and, after your initial log-in, are selected by you. “Agent”
has the same meaning as used in the IronStone Bank Deposit Account Agreement.
“User” is anyone who accesses your Accounts
through online banking by using your Access Codes.
“Bill Pay” and “Bill
Pay Service” refer to the electronic bill payment system
described in this Agreement and available through online banking. “Payee”
is a person, business, or any other entity to whom you direct payments
through the Bill Pay Service. “Payment instructions”
are instructions you give us through online banking to make a payment
on your behalf, from funds in an Account that you designate, using the
Bill Pay Service. “Transfer instructions”
are instructions you give us through online banking to transfer funds
between Accounts.
“PFM software”
means versions of the following software through which you may access
certain online banking services over an Internet connection: Microsoft®
Money,Intuit® Quicken® and QuickBooks®. “ironstonebank.com”
means online banking accessed over an Internet connection and viewed via
a web browser. “Electronic message”
means an electronically transmitted message, which allows the text to
be displayed on equipment in the recipient’s possession (such as
a modem-equipped personal computer). An electronic message is considered
written notice for purposes of this Agreement.
“Business day” means
any day Monday through Friday, except bank holidays; for purposes of this
Agreement, our business hours are based on Eastern Time. “Include,”
“includes,” and “including”
are used to indicate examples and not to limit what is covered. Other
terms may be defined below. The financial products described in this Agreement
may not be available in all states or for all customers.
Acceptance and Electronic Communications.
Your acceptance of this Agreement, including electronic
acceptance via click-through or other means, operates as a complete acceptance
of the terms of this Agreement. You agree to the Agreement in electronic
form, and you consent to receive the Agreement and all future amendments
of the Agreement and any communications regarding online banking in electronic
form and via electronic transmission. Please also refer to the section
of the Agreement entitled “Notices to You.”
We may provide future notices, amendments to this Agreement,
and other communications (collectively, “communication(s)”)
electronically by posting the communication or posting a link to the communication
on the online banking log-in page, or on a separate web page that you
must click-through to access online banking. We also may send communications
to your e-mail address. You consent to receive electronic communications
by posting, e-mailing, or both. You may download or print the communications
from a computer if the computer has the hardware and software described
below. We will post or e-mail communications prior to their effective
date when required by law or regulation. However, your use of online banking
after the effective date of any communication means that you have accepted
the communication. To change your e-mail address, see the section of the
Agreement entitled, “Notices to Us.” You agree to promptly
notify us of any change in your e-mail address.
Our Agreement With You.
Your use of online banking and its related services
is governed by this Agreement (including its Exhibits), your application
for online banking, our Deposit Account Agreement, our Disclosure of Products
and Fees, and your other agreements with us or rules applicable to the
services and transactions you access or direct through online banking,
including but not limited to Bill Pay, overdraft protection, and loan
agreements, as applicable. You also agree to comply with any instructions
we provide you on using online banking or its related services. These
agreements, rules, and instructions apply as they are amended from time
to time, and they are incorporated herein by reference. Any use of online
banking by you or any User is your acknowledgment that you have received
this Agreement, understand it, and agree to be bound by it. With respect
to online banking, in the event of any conflict between this Agreement
and any other agreement governing your deposit or loan accounts or the
services you access through online banking, this Agreement will control.
System Requirements.
To use online banking, you need a computer, with modem
or equivalent communications connection device, Internet service with
a service provider of your choice, your Customer ID, and your Customer
Password. See our online banking website for specific information on system
requirements, including supported Internet Browsers. Changes to Internet
Browsers supported by online banking will be posted on the Bank's online
banking website. To access communications from us sent to your external
e-mail address, you must have an active e-mail account with an Internet
e-mail service provider and software enabling you to download and view
Internet e-mail. To print or download communications for online banking,
you must have a printer connected to your computer and software that allows
you to print from your computer, or sufficient hard-drive or disk space
to save the communications.
To use online banking through PFM software, you must
license the PFM software from the vendor (Microsoft® or Intuit®) and meet the minimum technical requirements of the PFM software
and any additional minimum technical requirements described on our website,
which may change from time to time.
Your use of PFM software, a web browser, and Internet
service are governed by your license and other agreements with the applicable
vendor. You are responsible for correct installation and set-up of PFM
software, the web browser, and your Internet service and their related
security settings and for obtaining any new releases or updates required
to use online banking. Your ability to access certain online banking services
may be limited by the version of PFM software or web browser that you
are using.
Access to online Banking and Use of Access
Codes.
We will assign you a Password to use the first time you sign-on to netAccess. At the time you first sign-on to netAccess, you must select a new Password. You may change your Password at any time, but not more than once on the same day. If you forget
your Access Codes, please contact Customer Service at 1-866-IB-DIRECT
(1-866-423-4732); the Bank may have to re-set your access. No one at the
Bank will contact you requesting your Password. Do not give your Access
Code(s) to anyone who is not authorized to transact business in your accounts.
Please note that we have no means to distinguish Users who access the
Accounts. All actions by Users through online banking are deemed to be
authorized by you (even if the User makes transactions you do not want).
It is your responsibility to remember, and protect
the security of, your Access Codes. You agree (for yourself and each User)
1) to keep your Password secure and confidential, 2) not to provide or
make available your Access Codes to any unauthorized person, 3) to instruct
each User about security and confidentiality of Access Codes and about
the terms of this Agreement, and 4) to notify us immediately if you believe
any Access Code has been compromised. Do not save Access Codes on your
computer, and sign-off at the end of every session. Your use of online
banking is your acknowledgment that the security procedures described
in this Agreement and within the online banking service are commercially
reasonable and acceptable to you. For security reasons and without liability
to you, we reserve the right to suspend or cancel your Access Codes or
your online banking access if we suspect that your Access Codes have been
compromised, even without notice from or to you.
We will assign PFM software customers a Personal Identification Number (PIN) and Customer ID to use the first time you sign-on to online banking.
Reliance on Your Instructions.
You authorize us to follow the instructions submitted
under your Access Codes and to charge and credit your Accounts according
to those instructions. Except to the extent prohibited by applicable law
or regulation, we may rely and act on any instructions, and you will be
deemed to have expressly authorized any online banking transaction, 1)
initiated by you, at your direction, or with your consent (whether express
or implied), 2) initiated by a User or any co-owner or other person having
an interest in any Account, 3) initiated by an Agent with respect to any
Account or by anyone acting with authority from you (express or implied),
4) which results in the transfer of funds between Accounts, even if subsequent
transfers out of the Accounts benefit someone else, 5) initiated under
your Access Codes, 6) which is to or for your benefit (for example, the
payment of a debt for which you are partially or fully liable), or 7)
which you contend is unauthorized unless you cooperate fully with us in
our investigation of the transaction, assign to us your right of recovery
against the wrongdoer if we reconstitute your Account, and cooperate fully
with us in the recovery of any loss we sustain and the prosecution of
any wrongdoer. Except to the extent prohibited by applicable law or regulation,
each User is deemed to be authorized to conduct any transactions available
through online banking and to issue related instructions, even if the
User exceeds your authorization. All such instructions will be considered
as having been given to us directly by you and shall have the same authority
as your written signature in authorizing us to comply with the instructions.
Any requirement of verifying two signatures does not apply to transactions
initiated or made via online banking. We are not required to separately
verify any instruction given under your Access Codes, although we reserve
the right to require separate verification for any reason.
If You Believe Your Access Codes are Lost, Stolen or
Used Without Your Authority or if There is Another Discrepancy in Your
Account(s).
Please tell us AT ONCE if you believe your Access Codes
have been lost, stolen, or used without your authority, or if you suspect
an unauthorized transaction or other discrepancy. You could lose all the
money in your Accounts, plus the maximum amount of any line of credit
linked to your Accounts. Telephoning is the best way of keeping your possible
losses down. Call our Customer Service Department at 1-866-IB-DIRECT (1-866-423-4732).
Please refer to your other account agreements for requirements to notify
us within a certain time after your receipt of your account statement
or other notice of a transaction.
WE WILL NOT BE LIABLE FOR OUR RELIANCE AND ACTION ON
ANY UNAUTHORIZED INSTRUCTIONS OR ON INSTRUCTIONS FROM AN UNAUTHORIZED
PERSON UNTIL WE HAVE BEEN NOTIFIED IN ACCORDANCE WITH THIS PARAGRAPH AND
HAVE HAD A REASONABLE TIME (NOT LESS THAN TWENTY-FOUR (24) HOURS) TO ACT
ON SUCH NOTICE. For security reasons, and without liability to you, we
reserve the right to suspend or cancel your Access Code(s) or your online
banking access if we suspect your Access Code(s) has been compromised,
even without notice from or to you.
Services Available Through Online Banking.
You may use online banking to conduct the following
Account transactions: 1) obtain information concerning your deposit and
certain of your loan accounts, 2) transfer funds between certain of your
deposit accounts, 3) transfer funds from your deposit accounts to make
payments on certain loan accounts with us, 4) transfer funds from your
equity line of credit account to certain deposit and loan accounts, 5)
request us to stop payment on checks, 6) reorder checks, and 7) request
copies of checks and statements. If you use PFM software to access online
banking, you may not be able to view or obtain information concerning
installment loans or credit card accounts or transfer funds to make payments
on installment loans or credit card accounts. Using Bill Pay, you can
direct that payments to third parties be made from an account that you
designate. From time to time, we may add, change, or remove services,
or we may update or upgrade online banking, and we may limit your access
only to revised or updated services. By using any new or changed online
banking services when they become available, you agree to be bound by
this Agreement, any amendments to this Agreement regarding the new or
changed services, and any additional rules and instructions that we provide
you concerning the new or changed services.
Accounts You May Access.
Online banking is intended for use primarily with commercial accounts. In the event you use online banking to access a consumer checking or savings account (a checking or savings accounts owned by a natural person and used primarily for personal, family or household purposes), the terms in Exhibit A also apply to your use of online banking with respect to those consumer accounts.
For netAccess customers, we link all of your eligible business accounts under your Access Codes by default.
Deposit Accounts.
Subject to any restrictions we may impose from time
to time, you may access your IronStone Bank deposit accounts through online
banking. You must be the owner or a co-owner of each Account.
Related Credit Lines and Loans.
If you have a line of credit/loans related to any of
your Accounts (such as Checkline Reserve or EquityLine), you agree that
the line of credit may be accessed through online banking. You understand
and agree that the provisions of the agreement relating to your credit
line will govern overdrafts, automatic advances to maintain the minimum
balance necessary to avoid account service charges, and direct advances
resulting from your use of online banking. You authorize us to charge
your related deposit account for any payments owed on your line of credit,
regardless of whether the line of credit is in default.
Account Information.
You may use online banking to obtain balance information
and transaction histories for certain deposit and loan accounts. If you
use PFM software to access online banking, you may not be able to view
or obtain information concerning installment loans or credit card accounts.
Balance information and transaction histories reported through online
banking may not include transactions which have occurred since the close
of business on the previous banking day. Balance information shown for
your deposit accounts may include Current Balance and Available Balance.
These balance amounts may differ. The Current Balance is the ending balance
in your account as of the close of the previous banking day and does not
include any holds which may have been placed on your account. The Available
Balance is the Current Balance less any holds and includes certain debits
and credits which have taken place since the close of the previous banking
day, for example, ATM deposits and withdrawals, cash deposits, wire transfers,
and other online activity. The Available Balance provides the most current
balance information. Transaction history information is available for
your current statement cycle plus the previous two statement cycles.
Transfers from One Account to Another.
Online banking permits you to transfer funds from a
deposit account or from your equity line of credit account to any other
deposit account, a line of credit or credit card, and installment loans
you can access through online banking. If you use PFM software to access
online banking, you may not be able to transfer funds to make payments
on installment loans or credit card accounts. The "transfer date"
is the date you enter for the transfer of funds from one account to another.
Transfer of funds from a deposit or equity line of credit account to a
deposit account will generally be processed simultaneously on the transfer
date regardless of the day or time of the transfer. For example, if you
transfer funds from deposit Account A to deposit Account B, the funds
will be debited from deposit Account A and credited to the available balance
in deposit Account B simultaneously on the transfer date. The funds will
be available immediately upon the transfer for withdrawal from deposit
Account B through an ATM or debit card transaction or at a teller window,
and will also be available to honor checks or other items presented for
payment against deposit Account B in the nightly processing following
the transfer. Transfers of funds from a deposit or equity line of credit
account to a loan account (including an equity line of credit account)
will be processed as follows: 1) the transfer will be debited to your
deposit or equity line of credit account when we execute the transfer
on the transfer date (regardless of the day or time we receive your instructions);
and 2) the transfer will be credited to your loan account during our nightly
processing of the loan account. The transfer will be credited to your
loan account on the transfer date if 1) the transfer date you designate
is a business day, and 2) we receive your instruction to transfer the
funds to your loan account no later than 4:00 p.m. Eastern Time on the
transfer date. If you designate a non-business day as the transfer date,
or if we receive your transfer instructions after 4:00 p.m. Eastern Time
on the transfer date, the transferred funds will be credited to your loan
account as of the next business day following the transfer date.
Bill Pay Service.
The Bill Pay Service feature of online banking allows
you to instruct us to pay bills designated by you in accordance with the
instructions we provide you. Your Bill Pay Service transactions will be
processed for the Bank by CheckFree Corporation ("CheckFree"),
a major provider of electronic banking transaction processing services.
References to "we" and "us" in this section refer
to both the Bank and CheckFree. If you use PFM software to access online
banking, some Bill Pay Service features and terms may differ from features
and terms available or applicable to online banking through ironstonebank.com.
In addition to this Agreement, your access to and use of the Bill Pay
Service are governed by the instructions you receive from the Bill Pay
Service and by CheckFree’s terms and conditions for Bill Pay; with
respect to the Bank, this Agreement governs in the event of any conflict
with the terms and conditions on the Bill Pay website.
a. Payment Instructions - In General.
In designating a payee for bill payment, you must provide us with detailed
"payment instructions." The Bill Pay Service will prompt you
for needed information. You authorize us to follow your payment instructions
and to rely on the accuracy of all information you provide. We reserve
the right to select the method in which to remit funds on your behalf
to the payee. Payment methods may include an electronic payment, an electronic
to check payment, or a laser draft payment.
b. Payees. The Bill Pay Service (including
CheckFree’s terms and conditions) may specify prohibited types of
payments and payees, such as payments to payees located outside the United
States, and payments made at your own risk, such as tax payments and court
ordered payments. You are be solely responsible for any claims or damages
resulting from your scheduling of these types of payments or from any
payments to prohibited payees, whether or not we make the payment, and
even if the payment is delayed or improperly processed. We reserve the
right to refuse to pay any person or entity to whom you may direct a payment.
We will notify you promptly if we decide to refuse to pay a person or
entity designated by you; however, we are not required to notify you regarding
a prohibited payee or any payment prohibited under this Agreement.
c. Payments. The "payment date"
that you enter with your payment instructions is the date you want the
payee to receive your payment and also is the date we will charge your
Account for the amount of the payment. Transactions begin processing approximately
four (4) business days prior to the scheduled payment date. The Bill Pay
Service will instruct you on the earliest payment date available when
you enter your payment instructions. In order to ensure adequate
time for the payee to receive the payment, the “payment date”
you enter must be no later than the date you want the payee to receive
the payment ("the payment due date"). If the actual
payment due date falls on a non-business day, you must select a payment
date that is at least one business day before the payment due date. Some
payees require payment to be received before a certain time (such as 2
p.m.) on the payment due date; in this case, the payment date you enter
should be at least one business day before the actual payment due date.
The payment date you enter with your payment instructions should be prior
to any late date or grace period. If your payment instructions do not
meet all of these requirements, you bear the risk that the payee will
not receive your payment by the payment due date, and you will be responsible
for any and all late fees, penalties, finance charges and other actions
taken by the payee.
d. Bill Pay Account. In your payment
instructions, you must designate an Account from which you will make payment
for each bill you wish to pay using the Bill Pay Service (“designated
account”). The Bill Pay Service will instruct you how to designate
an Account for a bill payment. You authorize us to charge the designated
Account according to your payment instructions. You agree that you will
have funds available in the designated Account for each payment on the
payment date you have designated in your payment instructions; please
review your Deposit Account Agreement and this Agreement regarding when
funds are made available to your Account, because funds are not always
made available on the day of deposit or transfer. If you do not have sufficient
funds in the designated Account to cover the transaction, without notice
to you, we will decide, in our discretion, whether or not to complete
the transaction, and we may make additional attempts to debit your Account
for the amount. We also will debit associated service fees and charges
(such as insufficient funds or “NSF” fees) in accordance with
our agreements and policies. You are responsible and agree to reimburse
us for all NSF and related service fees and charges, and you remain liable
to us for all funds we have advanced plus applicable service fees and
charges until we are paid in full. Availability of funds in other accounts
will not prevent insufficient funds charges or rejection of a payment
if you do not have sufficient funds in the designated Account. If we are
unable to complete the payment transaction for other reasons (such as
incomplete or inaccurate information), we will attempt to notify you by
e-mail or U.S. mail. We shall have no obligation or liability if we do
not complete a transfer or payment because there are insufficient funds
in the designated Account to process the transaction or because of incomplete
or inaccurate information, and you are responsible for either making alternate
arrangements for the payment or rescheduling the payment through Bill
Pay.
e. Limitations. We are only responsible
for exercising ordinary care in processing and sending payments upon your
authorization in accordance with this Agreement. We will not be liable
in any way for damages you incur if you do not have sufficient funds in
the designated Account to make the payment on the processing date, for
delays in mail delivery, for changes to the payee’s address or account
number unless you have advised us of the change sufficiently in advance,
for the failure of any payee to correctly account for or credit the payment
in a timely manner, if you have not provided correct payment information,
if you have been advised that the payment processing center is not working
properly but you execute a transaction anyway, or for any other circumstances
beyond our control.
f. Warranty Disclaimer. The Bill
Pay Service is provided "AS IS" without any warranty of any
kind, either expressed or implied, including, but not limited to, the
implied warranties of merchantability and fitness for a particular purpose.
All implied warranties are disclaimed.
Bill Delivery and E-mail Payments
You may be able to utilize a bill delivery and presentment
service provided by CheckFree. Bill delivery allows you to view certain
bills using your PFM software interface or web browser, as applicable.
CheckFree also may provide you an e-mail payment service. Bill delivery
and e-mail payment, if available, are provided to you by CheckFree and
not by IronStone Bank, even if the service is provided through online
banking.
Transaction Limitations.
For savings and money market accounts, federal regulations
limit third party or pre-authorized transfers and withdrawals to six per
statement cycle, no more than three of which may be made by check, draft,
debit card, or similar order payable to third parties. Transfers or payments
through online banking or Bill Pay count against these limits. We may
charge a fee for transactions in excess of the limit. Also, for security
reasons, we may impose additional limits on the frequency, number, and
dollar amounts of transactions you can perform using online banking. Further,
we reserve the right to refuse to pay any person or entity to whom you
may direct a payment through online banking. We will notify you promptly
if we decide to refuse to pay a person or entity designated by you; however,
this notification is not required if you direct us to make any payment
which is otherwise prohibited under your agreements with us. Loan payments
to us are not included in these limits.
Overdrafts.
If your use of online banking overdraws your Account
and the overdraft is not covered by an approved line of credit relating
to the overdrawn Account, you agree to make immediate payment to us of
the amount of any such overdraft, together with related service charges.
You also agree that we may charge the overdraft and related service charges
against your other accounts with us to the extent permitted by law or
by your Deposit Account Agreement.
Stop Payment and Change Procedure.
If you have told us in advance to make regular payments
or transfers out of an Account, you can stop any of these payments or
transfers by following the procedures outlined in this section. You may
change or cancel Bill Pay instructions by following the
directions within the Bill Pay Service. However, once the Bill Pay Service
has started processing a payment, the payment cannot be changed or canceled,
and you must submit a stop payment request in the manner provided in the
Bill Pay Service or in your Deposit Account Agreement. You may change
or cancel any instructions you have given us to transfer funds from one
of your Accounts to another using online banking if you enter and transmit
through online banking your change or cancellation instructions (and we
receive your new instructions) at any time prior to the time we actually
execute your transfer instructions. Please review your other account agreements
for instructions on how to change or stop payments via telephone, in person,
or writing; normal service charges apply for each change/stop payment
order requested by telephone, in person, or in writing.
If you fail to provide us with complete information
or if the information you provide is incorrect (for example, the name
of the payee, check number, or amount), you agree that we shall not be
responsible for any failure to change or stop payment on such item. We
shall have a reasonable time (not less than twenty-four (24) hours) after
receipt of a change or stop payment request to act upon the request. You
agree that if, before receipt of a change or stop payment request or before
a reasonable time to act has passed after receipt of a request, an item
has been accepted or certified by us, or if we have paid the item in cash,
or settled for the item without receiving a right to revoke the settlement,
or have posted the item or otherwise have become accountable for the item,
then any change or stop payment request shall be deemed to have been made
too late and shall not be honored by us.
You agree to indemnify and hold us harmless from and
against any and all losses, damages and expenses, including court costs
and attorneys fees, incurred by us on account of our refusing or changing
payment of any check or other item in accordance with your instructions.
You further agree not to hold us liable for payment of an item contrary
to your change or stop payment order if same occurs through inadvertence
or accident and without gross negligence, or if by reason of such payment,
other items drawn on your Account are returned insufficient.
Our Liability For Errors in Transactions.
We will not be liable if we fail to complete a transaction
on time or in the correct amount because of any of the following:
a. You do not have enough money in the applicable Account
to complete the transaction.
b. The transaction will exceed the credit limit on
your related overdraft line of credit.
c. You do not allow us adequate time according to this
Agreement to process instructions we receive from you.
d. The person or entity to whom you direct a transfer
or payment mishandles, delays, or fails or refuses to accept a transfer
or payment sent by us.
e. You have provided us with incorrect, incomplete
or inaccurate data or information concerning the recipient of a transfer
or payment or other account information, or you have otherwise failed
to comply with the procedures set forth in this Agreement or within the
Bill Pay Service.
f. There are technical problems in our receipt of information
or instructions from you or a third party involving the Account or transaction
(for example, problems arise with computers, software, modems, or telephone
communications), or you have attempted a transaction even though you have
notice that online banking (or the applicable service) is not working
properly.
g. Circumstances beyond our control (such as, but not
limited to, fire, flood, interference from an outside force, acts of terror
or common enemy, loss or delay due to biological or chemical threats,
strikes, lockouts, acts of governmental authorities, delays of couriers
or supplies, communications equipment failures, or equipment malfunction
occurring despite ordinary maintenance) prevent the proper execution of
the transaction, despite reasonable precautions we have taken.
h. This Agreement or your transfer authorization has
been terminated.
i. Your Account has been closed, there is a hold on
your Account, or access to your Account is blocked in accordance with
our policies.
j. Your funds are subject to legal process or encumbrances
restricting transfer or withdrawal.
k. Applicable law prevents completion of the transaction.
l. Unusual or extraordinary circumstances exist which
indicate improper or unlawful use of your Account.
m. You believe someone has accessed your Account (or
has your Access Codes) without your permission and you fail to notify
us immediately.
Unless otherwise required by law, if we fail or delay
in making a payment or transfer pursuant to your instructions, or if we
make a payment or transfer in an incorrect amount which is less than the
amount specified in your instructions, our liability is 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 this
interest either to you or the intended recipient of the payment or transfer,
and our payment to either person will fully discharge our obligation.
Unless otherwise required by law, if we make a payment or transfer in
an incorrect amount which exceeds the amount specified in 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 unauthorized use as described
above, our liability is limited to a refund of the amount incorrectly
paid or transferred, plus interest on this amount from the date of the
payment or transfer to the date of the refund, but in no event to exceed
sixty (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
Atlanta for each day interest is due, computed on the basis of a 360-day
year. You agree to notify us promptly of our failure or delay to make
a payment or transfer pursuant to your instructions. Certain services,
such as Bill Pay, may be subject to additional limitations on liability.
Fees and Charges.
You agree that we may charge your Primary Account for
all fees and charges related to online banking (including any service
fees for third party services accessed through online banking, such as
Bill Pay), in accordance with the current applicable fee schedule. However,
fees and charges such as insufficient funds charges may be charged against
the Account designated for the transaction. You are responsible for any
non-Bank charges incurred by accessing online banking, including local
or long-distance telephone charges, Internet access fees and any other
charges that may be assessed and billed separately. We reserve the right
to change applicable fees and charges at any time. We will provide you
with any notice required by law of any changes to our fees and charges.
If the applicable Account does not have a sufficient balance to pay all
applicable fees and charges due, we may exercise our right of setoff against
any of your other accounts as provided by law or your Deposit Account
Agreement. Any applicable fees and charges will be charged regardless
of whether you access or use a service during the billing cycle. If you
close the Primary Account or if the Primary Account is no longer linked
to the service, we may terminate your online banking services. However,
you can change the Account designated for online banking service charges
by contacting us at 1-866-IB-DIRECT (1-866-423-4732).
Termination.
You may terminate or discontinue online banking by
any of the following methods: (1) you may call our Customer Service Department
at 1-866-IB-DIRECT (1-866-423-4732); (2) you may contact the customer
service representative at your local IronStone Bank branch; or (3) you
may notify us in writing at the address set forth in the “Notices”
section below. You will not be entitled to a refund of any prepaid fees
or charges. You must tell us your name, address, and the effective date
to stop the service. We will process your request as soon as practical
after our receipt.
When the Bill Pay Service is terminated, any prescheduled
(unprocessed) bill payments will also be terminated. Your final charge
for the Bill Pay Service will be assessed at the end of the month. If
you terminate a Bill Pay Service, you authorize us to continue making
fund transfers, bill payments, and other transactions you had previously
authorized until we have a reasonable opportunity to act upon your termination
notice. If you are not paying a monthly service charge for the service,
we may convert your account to inactive status if you do not sign on to
the service or have any transactions scheduled through the service during
any consecutive ninety day period. If your account is considered inactive,
you must contact us to have the service activated before you will be able
to schedule any transaction through the service.
We may refuse online banking services to anyone. We
may terminate your online banking services at any time without prior notice
and with or without cause. Effective on termination by you or us, any
unprocessed payments and transfers will be canceled. However, neither
termination nor discontinuation shall affect your liability or obligations
under this Agreement, and you will remain liable for transfers and other
transactions already in process and for the payment of any accrued fees
and charges.
Notices to You.
We may refuse online banking services to anyone. We
may terminate your online banking services at any time without prior notice
and with or without cause. Effective on termination by you or us, any
unprocessed payments and transfers will be canceled. However, neither
termination nor discontinuation shall affect your liability or obligations
under this Agreement, and you will remain liable for transfers and other
transactions already in process and for the payment of any accrued fees
and charges.
It is important that you provide us with your current
external e-mail and U.S. mail addresses and that you update us immediately
with any changes. You agree that we may send notices and other communications,
including Access Code confirmations, 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 also agree that we
will not be liable or obligated to you in any way if information is intercepted
by an unauthorized person after it leaves our exclusive control, whether
in transit or at your place of business. We may ask you to designate one
person as our main contact for receipt of information relating to your
use of online banking.
Notices to Us.
You can communicate with us electronically using the
"messages" link in online banking. If you send us a notice via
these links, we will be deemed to have received it at the close of business
on the business day immediately following the day you send it. We will
have a reasonable time to act on your notices. Do not rely on
electronic messages or external e-mail if you need to communicate with
us immediately, for example, to report an unauthorized transaction
from one of your Accounts or to stop a pre-authorized payment. Notices
sent to us are the property of the Bank, and we reserve the right to delete
such messages from the system from time to time. For security reasons,
we may not act on instructions sent to us from an external e-mail address,
so please use the "messages" link to communicate with us electronically.
Do not use external e-mail to send confidential or sensitive information
about you or your account(s), as these communication means may not be
encrypted. For information on security of the "messages" function
in online banking, please see the information on "messages"
within the online banking service.
Notices you send to us via regular mail, overnight delivery, or hand delivery
are effective no earlier than the first business day after our receipt of
the notice, unless otherwise required by law or otherwise specified in this
Agreement. You must use the following address when mailing us written notices:
IronStone Bank
Online Banking – DAC52
P.O. Box 27131
Raleigh, NC 27611
Our customer service telephone number for netAccess
is 1-866-IB-DIRECT (1-866-423-4732) and for the hearing impaired is 1-866-244-0865.
Change of Address.
You agree to notify us promptly in writing of any address change, including regular
mail and electronic mail addresses. You must notify us by calling us at 1.866.IBDIRECT (1.866.423.4732)
or 1.866.244.0865 (for the hearing impaired), or by mailing us at: IronStone Bank, Online Banking, DAC52,
PO BOX 27131, Raleigh, NC 27611-7131. You also may change your e-mail address by updating your e-mail
address in the "My Profile" section of the online banking service.
Joint and Several Liability.
If any one or more of your deposit Accounts has co-owners,
each co-owner will be jointly and severally liable for any obligation
which arises from the use of online banking to access the Account. This
joint and several liability shall extend as well to any line of credit
accessed through any such Account.
Warranty Disclaimer.
We may on a regular basis perform maintenance on our
equipment or system, which may result in interrupted service or errors
in the service. We also may need to change the scope of our services from
time to time. We will attempt to provide prior notice of such interruptions
and changes but cannot guarantee that such notice will be provided. We
make no representation that online banking services will be uninterrupted
or error free. Our sole obligation to you arising out of (i) the nonavailability
of online banking or (ii) an interruption or delay in providing online
banking, shall be to use commercially reasonable efforts to resume such
services. THE FOREGOING IS OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY.
IN NO EVENT SHALL THE BANK (OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS OR SUBCONTRACTORS) OR ITS SERVICE PROVIDERS (SUCH AS CHECKFREE
CORPORATION) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN
IF WE ARE ADVISED OF THE POSSIBLITY THEREOF) ARISING IN ANY WAY OUT OF
THE INSTALLATION, USE, OR MAINTENANCE OF ANY COMPUTER EQUIPMENT, ONLINE
BANKING, OR ANY SERVICES ACCESSED THROUGH ONLINE BANKING (SUCH AS BILL
PAY). WE MAKE NO WARRANTY, EXPRESSED OR IMPLIED, TO YOU CONCERNING ONLINE
BANKING OR ITS RELATED SERVICES, WEB BROWSERS, INTERNET SERVICES, OR OTHER
SERVICES, AND WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
IF ANY OF THESE DISCLAIMERS ARE LIMITED OR PROHIBITED BY APPLICABLE LAW,
WE MAKE ONLY THE WARRANTIES SPECIFICALLY REQUIRED BY APPLICABLE LAW. IN
NO EVENT SHALL ANY LICENSOR OR PROVIDER OF ANY SOFTWARE OR SERVICE PROVIDED
BY OR THROUGH US HEREUNDER BE LIABLE TO YOU FOR ANY ERROR, LOSS OF DATA,
MALFUNCTION, OR DEFECT OF OR CAUSED BY SUCH SOFTWARE OR SERVICE. ALL SUCH
SOFTWARE AND SERVICES ARE PROVIDED “AS IS.”
Liability for Loss of or Erroneous Data.
You agree to be responsible for saving and storing
your information. We shall have no liability to you for any data loss,
error, or other damage or loss, direct or consequential, which you may
suffer relating to your use of your computer system or third party communications
provider. All electronic records used by us for transactions contemplated
by this Agreement, including those recording and executing your instructions,
are our property or the property of our service providers.
Virus Protection.
We encourage you to routinely scan your hardware and
software using a reliable and current virus protection product to detect
and remove any viruses found. Undetected or unrepaired, a virus may corrupt
and destroy your programs, files and even your hardware. Because of the
difficulty in determining the origin of any virus, you agree that we are
not responsible for any virus or similar destructive device that you may
encounter using online banking.
Ownership of Materials.
The content and information on our site is copyrighted
by IronStone Bank or our service providers, and the unauthorized reproduction
or distribution of any portions is prohibited. PFM software and web browsers
are owned and licensed by the applicable vendor and are not provided by
IronStone Bank.
Amendments.
We reserve the right to amend this Agreement at any
time. We will provide you with notice by a means described in this Agreement
and as required by law. Your use of online banking after we amend this
Agreement will constitute your acceptance of such changes.
Assignment.
You may not assign this Agreement to any other person
or entity. We may assign this Agreement to any company with which we are
directly or indirectly affiliated. We may also assign or delegate certain
of our rights or responsibilities under this Agreement to independent
contractors or other third parties.
No Waiver.
We will not be deemed to have waived any of our rights
or remedies under this Agreement unless we send the waiver to you by electronic
message or we otherwise mail or deliver to you a written waiver signed
by us. No delay or omission on our part in exercising any of our rights
or remedies shall operate as a waiver of such rights or remedies or any
other rights or remedies we may have. A waiver on one occasion will not
be construed as a bar or waiver of any rights or remedies on future occasions.
Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE THE FEDERAL LAWS AND REGULATIONS APPLICABLE TO FEDERAL SAVINGS
BANKS, AND TO THE EXTENT THAT STATE LAW APPLIES, BY THE LAWS OF THE STATE
OF GEORGIA, WITHOUT REGARD TO ITS OR ANY OTHER STATE’S CONFLICTS
OF LAWS PROVISIONS. ANY CLAIMS OR DISPUTES ARISING UNDER OR RELATING TO
THIS AGREEMENT SHALL BE SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH
IN THE IRONSTONE BANK DEPOSIT ACCOUNT AGREEMENT, WHICH PROVISIONS ARE
INCORPORATED HEREIN BY THIS REFERENCE. To the extent that any applicable
state or federal law invalidates or is inconsistent with a provision in
this Agreement, that provision shall be severed from this Agreement as
to any person who is protected by, and subject to the jurisdiction of,
that state's laws or the applicable federal law.
Prohibited Persons.
You agree that neither you, any User, nor any transferee
or payee is prohibited from participating in the transactions you initiate
and/or make through online banking or any of its services, including but
not limited to prohibition pursuant to issuances of the Office of Foreign
Assets Control or under the USA Patriot Act. To the extent consistent
with applicable law, you agree to indemnify and hold us harmless from
and against any and all claims, losses, damages, liabilities, penalties,
fines, and expenses, including court costs and attorneys' fees, incurred
by us relating to any such prohibition. Except to the extent prohibited
by law, we reserve the right to review and/or monitor transactions and
instructions submitted via online banking for security, legal compliance,
fraud, and related purposes.
Exhibit A
Additional or
Different Terms for Consumer Accounts
Accessed Through
Online Banking
The following additional terms apply only to consumer
checking or savings accounts (a checking or savings account owned by a natural
person and used primarily for personal, family, or household purposes) accessed
through online banking. These additional terms do not apply to commercial,
business, partnership, or agricultural accounts.
Your Right to Stop Payment And
Your Right to Receive Notice of Varying Amounts.
a. Stop Payment Procedure. If you have told us in advance to make regular payments
or transfers out of your account, you can stop any of these payments or
transfers by following the procedures outlined in this paragraph. You may
change or cancel Bill Pay instructions by following the
directions within the Service. However, once the Bill Pay Service has started
processing a payment, the payment cannot be changed or canceled, and you must
submit a stop payment request in the manner provided in the Bill Pay service or
in your Deposit Account Agreement. You may change or cancel any instructions
you have given us to transfer funds from one of your accounts
to another using online banking if you enter and transmit through online
banking your change or cancellation instructions (and we receive your new
instructions) at any time prior to the time we actually execute your transfer
instructions.
Alternatively,
you may change or cancel bill payment or funds transfer instructions if you
call us at 1.866.423.4732, or write us at IronStone Bank, Online Banking,
DAC52, PO Box 27131, Raleigh, NC 27611-7131, in time for us to receive your change or cancellation
instructions seven business days or more before the designated payment
or transfer date. If you call, we may also require you to put your request in
writing and to get it to us within 14 days after you call. Normal service
charges apply for each change/stop payment order requested by telephone or in
writing.
b. Notice of Varying Amounts. If your regular payments
vary in amount, the person you are going to pay should tell you, at least 10
days before each payment, when it will be made and how much it will be. You
may choose instead to get this notice only when the payment would differ by
more than a certain amount from the previous payment, or when the amount would
fall outside certain limits that you set.
c. Failure to Stop Payment of Pre-authorized Transfer.
If you order us to stop one of these payments within the applicable time frame
indicated above, and we do not do so, we will be liable for your losses or
damages caused by our failure except as otherwise limited in this Agreement.
Your Liability for Unauthorized
Transfers.
We will send you a monthly account
statement for your checking and savings accounts unless there are no transfers
in a particular month. In any case, we will send you a statement for your
checking and savings accounts at least quarterly. The statement will show Bill
Pay and other online banking transfers. If your statement shows transfers that
you did not make, tell us AT ONCE. You may call us at 1.866.423.4732, write IronStone Bank, Online Banking, DAC52, P.O. Box
27131, Raleigh, NC 27611-7131. If you do not tell us within sixty days after the
statement was mailed to you, you may not get back any money you lost after the
sixty days if we can prove that we could have stopped someone from taking the
money if you had told us in time. If a good reason (such as a long trip or a
hospital stay) kept you from telling us, we may extend the time periods.
Remember that if you maintain the confidentiality of your password, it will
reduce the possibility of unauthorized use.
Errors and Questions.
In case of errors or questions
about your electronic transfers, call us at 1.866.423.4732, write
IronStone Bank, Online Banking, DAC52, PO
Box 27131, Raleigh, NC 27611-7131 as soon as you can, if you think your statement is wrong
or if you need more information about a transfer listed on your statement.
Alternatively, you may call or visit
your local branch office. We must hear from you no later than 60 days after we
sent the FIRST statement on which the problem or error appeared.
When you notify us: 1) tell us
your name and account number, 2) describe the error or the transfer you are
unsure about, and explain as clearly as you can why you believe it is an error
or why you need more information, and 3) tell us the dollar amount of the
suspected error. If you tell us orally, we may require that you send us your
complaint or question in writing within 10 business days.
We will determine whether an error
occurred within 10 business days after we hear from you and will correct any
error promptly. If we need more time, however, we may take up to 45 days to
investigate your complaint or question. If we decide to do this, we will
re-credit your account within 10 business days for the amount you think is in
error, so that you will have use of the money during the time if takes us to
complete our investigation. If we ask you to put your complaint or question in
writing and we do not receive it within 10 business days, we may not re-credit
your account. If your complaint or question involves (i) an electronic fund
transfer that was initiated outside the United States or that resulted from a
point-of-sale debt card transaction, then the 45 day investigation period will
be extended to 90 days; (ii) an electronic fund transfer to or from the account
during the first 30 days the account is open, then the 10 day period will be
extended to 20 business days, and the 45 day investigation period will be
extended to 90 days.
We will tell you the results
within three business days after completing our investigation. If we decide
there was no error, we will send you a written explanation within three business
days after we finish our investigation. You may ask for copies of the documents
that we used in our investigation.
Addition to " If
You Believe Your Access Codes Are Lost, Stolen Or Used Without Your
Authority":
If you
believe your Access Codes have been lost or stolen, and you tell us within two
business days after you learn of the loss or theft, you can lose no more than
$50 if someone used your password without your permission to make an
unauthorized electronic fund transfer (as defined by federal law). If you do
NOT tell us within two business days after you learn of the loss or theft of
your password, and we can prove we could have stopped someone from using your
password without your permission if you had told us, you could lose as much as
$500. Losses could include not only money in your account, but also advances
on any credit line associated with your account.
Information Authorization.
You authorize us and our agents to
request and obtain consumer reports on you from any consumer reporting agency
and to obtain and verify information relating to you and your accounts from any
other source. You also authorize us to disclose any information relating to
you and your accounts (i) to any consumer reporting agency or any other person
or entity we reasonably believe is conducting a legitimate credit inquiry, (ii)
to any financial institution, (iii) to any account information service (such as
Chex Systems or Equifax), (iv) in response to any subpoena, summons, court or
administrative order, or other legal process which we reasonably believe
requires our compliance, (v) to any of our affiliates or subsidiaries, (vi) to
First Citizens BancShares, Inc. (our parent company) and any of its
subsidiaries or affiliates, and (vii) to any law enforcement officer if we
suspect any wrongdoing in connection with any of your accounts. You further
agree that we may obtain financial information regarding your accounts with any
of your designated payees to resolve payment problems. From time to time we
are legally required to provide information in response to court or
administrative orders, subpoenas, summonses, tax levies, or other such legal
process. You agree to pay our standard charges for the research and copying of
documents and for any other expenses we incur in complying with such legal
process including, but not limited to, our attorneys' fees. Our fees will be
determined from our Disclosure of Products and Fees in effect at the time that
the Services are rendered, and we will charge your Primary Account for any such
fees or expenses.
Disclosure of Account
Information.
a. In General. We will
disclose information to third parties about your account(s) or the transfers
you make that we believe is necessary:
- To complete or document transactions,
to investigate possible unauthorized transactions, or to combat fraud.
- To verify the existence and condition
of your account for a third party, such as a credit bureau or merchant.
- In response to government agency
inquiries or orders.
- In response to court orders.
- If you give us your written or oral
permission.
- To comply with government regulations.
- To offer you products and services
that we believe may interest you.
You
must pay our standard charges for research and copying when we provide account
information to you or to third parties.
b. ISB Affiliates. We
routinely share information concerning our customers with our
"affiliates." Our "affiliates" are all members of the
First Citizens corporate family and include our subsidiaries and all of the
other companies owned or controlled by First Citizens BancShares, our parent
company. Federal law permits us to share limited information about you without
your consent. In general, this information includes identification information
(such as your name and address) and information concerning your transactions
with us and our experiences with you. Our goal is to offer you the broadest
range and highest quality of financial products and services we can provide. To
do this effectively, we need to share "other information" with our
affiliates in addition to identification, transaction and experience
information. For example, when we share information about you with our
affiliates which we obtain from an application or a consumer report, our
affiliates can determine whether certain financial products and services are
appropriate for your needs. Please be assured that we do not share this
"other information" with non-affiliated third parties unless we are
required to do so by law or permitted to do so under your Account Agreement.
Unlike identification, transaction and experience information that we may share
by law, the Fair Credit Reporting Act permits you to direct us not to share
"other information" with our affiliates. To do so, you must notify
us in writing of your request. Please include your name, current address,
social security number, telephone number, account number and type of account,
and send your written request to IronStone Bank, P. O. Box 26592, Raleigh, NC 27611-6592. Your
request must be mailed in a separate envelope and should not be included with
any other Bank correspondence. Each customer may separately choose to ask that
we not share his or her "other information" with our affiliates. A
customer who directs us not to share "other information" may do so
only on his or her own behalf. We will process your request as soon as we
reasonably can.