State Bank Financial Digital Banking Agreement
This Digital Banking Agreement (the “Agreement”) states the terms and conditions that govern your access to and use of certain services via Internet connection that we may make available from time to time (“Digital Banking” or the “Service”). Such Internet-based services may be accessed on a computer through a traditional Internet connection or on a mobile device through a mobile Internet browser or a mobile application. Each time you access an Account through the Service, each of you confirm your agreement to these terms. Please read this Agreement carefully and print or download a copy of this Agreement for your records.
1. Definitions
Key terms used in this Agreement are defined below. These and other terms defined in this Agreement have very specific meanings, which will help you better understand this Agreement and the Service, so we encourage you to review them carefully.
“Account” refers to each of your loan or deposit accounts, whether held at the Bank or another financial institution, that you designated, and we approved, for access to and use of the Service. Any other accounts are referred to as an “account.”
“Account Agreements and Disclosures” means the then-current versions of agreements, terms and conditions, disclosures, fee schedules, and other documents that govern your Account(s).
“Applicable Rules” means all applicable laws, regulations, guidance, operating circulars, and payment network and clearing house rules.
“Authorized Person” means your agent, representative, guardian, conservator, officer, owner, principal, member, employee, or other person authorized to access or conduct transactions on an Account.
“Business Days” means Monday through Friday, excluding Saturday, Sunday, Federal holidays, or other days on which we are not open for business.
“Treasury Management Agreements” means any Treasury Management Customer Agreement, ACH Origination Agreement, Remote Deposit Services Agreement, or other separate agreement or any related addenda, product schedules, exhibits, or other documents that are incorporated therein or attached thereto with respect to ACH origination, wire transfers, positive pay, remote deposit services, or other treasury management services we may make available from time to time.
“We,” “us,” “our,” “ours,” “State Bank Financial,” and “Bank” refer to State Bank Financial.
“You,” “your,” and “yours” refer to each tax-reporting owner, accountholder, depositor, borrower, signer, other Authorized Person, or other persons accessing or using the Service.
2. Eligibility
To access the Service, you must have an active Account. Only those Accounts designated by you and approved by us may be accessed through the Service. By designating an Account for access and use via the Service, you represent and warrant that you are at least eighteen (18) years of age and are authorized to enter into this Agreement. If the Service is being requested by an Authorized Person, you and the Authorized Person each represent and warrant that you have duly authorized each Authorized Person to act on behalf of you with full power and authority in connection with any activities regarding all of the your Accounts, including, specifically, but without limitation, the power and authority to: (a) enter into contractual arrangements binding upon you; (b) view your Accounts through the Service, including any transactional information related thereto; (c) request, obtain, and use the Service; (d) issue instructions regarding your Accounts, including authorizing debits and withdrawals through the Service; (e) conduct banking transactions on your behalf; and (f) send or receive information relating to or otherwise communicate us with respect to your Accounts. We may rely thereon in dealing with said Authorized Persons, unless and until written notice of any change in or revocation of such authority shall be delivered to us by you and we have a reasonably opportunity to act upon such notice, and any action taken by said Authorized Persons and relied on by us pursuant to the authority granted as stated herein prior to receipt of such written notice shall be fully and conclusively binding on you.
3. Contacting You
In order to use the Service, you must provide us with an accurate and complete e-mail address. If your e-mail address to which we will be sending you notifications or any other information should change in the future, you must contact us and provide your new e-mail address. If you do not update your e-mail address, we will continue to send any notifications to your e-mail address of record with us for a period of time. For example, we may notify you by e-mail that your periodic statement is available to be viewed in your Digital Banking profile. If you otherwise do not receive this e-mail notification, whether the notification is returned as undeliverable or otherwise, you will still be deemed to have received any documents transmitted to your Digital Banking profile. We may not monitor our systems for e-mails that are returned to us as undeliverable and might not attempt to resend any returned e-mail to you. The date on which you will be deemed to have a document made available to you is the date such document is posted in your Digital Banking profile, whether or not you receive or access the above-mentioned e-mail notification.
By providing an e-mail address or telephone number to us, you expressly agree that we or any of our service providers may call you; leave you a voice, prerecorded, or artificial voice message; or send you a text message, e-mail, mobile service commercial message, or any other electronic message at the phone number (whether landline or wireless) or e-mail address you provide to us. The purpose of such communications may include, but is not limited to, communicating with you about Account management/maintenance, servicing or collecting any amounts you owe us, informational messages, fraud prevention, survey/research, identity verification, compliance with federal or state law or regulations, and/or determining how you intend to use Digital Banking. Such contact may include use of an automatic telephone dialing system. YOU ARE NOT REQUIRED TO GIVE YOUR CONSENT IN ORDER TO DO BUSINESS WITH US. IF AND TO THE EXTENT REQUIRED BY APPLICABLE RULES, YOU ALSO MAY REVOKE YOUR CONSENT TO BE CONTACTED AT ANY TIME.
4. Monitoring and Recording
Subject to federal and state law, we may monitor or record telephone calls for security reasons, to maintain a record, and to ensure that you receive courteous and efficient service. You consent in advance to any such recording. You also understand and agree that this monitoring or recording may be done without any further notice to you or anyone acting on your behalf. The communications that may be monitored or recorded include telephone calls, cellular or mobile phone calls, and any other communications in any form.
5. Hardware and Software
You understand that you must, and hereby agree to, at your sole cost and expense, use hardware and software that meets all technical requirements for the proper delivery of the Service and that fulfills your obligation to obtain and maintain secure access to the Internet. You understand and agree that you are solely responsible for the operation, maintenance and updating of all equipment, software and services used in connection with the Service and the cost thereof, and you hereby agree that you will perform, or cause to be performed, all vendor recommended maintenance, repairs, upgrades and replacements. Without limiting the generality of the foregoing, if you use a mobile device to access or use the Service, message and data rates may apply. We are not responsible for any errors or problems that arise from the malfunction or failure of the internet or your hardware and software, nor are we responsible for notifying you of any upgrades, fixes, or enhancements to, or for providing technical or other support for your hardware and software. We make no endorsement of any specific software, hardware, or other service provider, and your use of any such software, hardware or service may also be subject to the license or other agreements of that provider, in addition to the terms and conditions of this Agreement. All right, title and interest in and to any all computer programs, including, but not limited to, the object and source codes therefore, and any and all updates, upgrades, fixes and enhancements thereto and any and all documentation, user guides and instructions pertaining to the Service delivered by us or our third party service providers shall be, and remain, our property or the property of any third party provider, as applicable, and unless otherwise expressly authorized, you may not copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, reverse engineer, reverse compile or create derivative works of such software in any form.
6. Using the Internet
You acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet, and you hereby expressly assume such risks. We do not, and cannot, control the flow of any documents, files, data, or other information via the internet, whether to or from our network, other portions of the internet or otherwise. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). We cannot guarantee that such events will not occur. Accordingly, to the fullest extent permitted under Applicable Rules, we disclaim any and all liability arising out of, resulting from or related to, such events, and in no event shall we be liable for any damages of any kind (whether in contract, in tort or otherwise) that are attributable or in any way related to the Internet infrastructure or your or our ability or inability to connect to the Internet. We are not responsible for, and you hereby release us from any and all claims or damages resulting from, or related to, any computer virus or related problems that may be associated with using electronic mail or the Internet. We advise you, and you agree, to scan your computer hardware and software on a regular basis using a reliable computer virus detection product in order to detect and remove computer viruses.
7. Security Procedures
When enrolling in Digital Banking, you may be prompted to create a unique user ID and password. We may also require you use other security procedures we may implement from time to time, such as out-of-band authentication (“Security Information”). If you choose to activate a biometric feature on your device (such as a fingerprint or face scanner) (collectively with your user ID, password, and Security Information, your “Credentials”), it is your responsibility to control access to the Service through such features just as you would with your user ID, password, and Security Information.
YOU ARE SOLELY RESPONSIBLE FOR PROTECTING YOUR CREDENTIALS FROM BEING DISCLOSED TO OR USED BY OTHERS. WE STRONGLY SUGGEST THAT YOU DO NOT DELEGATE AUTHORITY OVER YOUR ACCOUNT TO ANYONE WHO IS NOT AN AUTHORIZED SIGNER FOR YOUR ACCOUNT AS LISTED ON THE ACCOUNT SIGNATURE CARD. We are not responsible for monitoring or managing the use of Digital Banking by a third party using your Credentials. If you give another person or business access to Digital Banking by sharing your Credentials, you agree that each such third party will be authorized to act on your behalf, and will be bound by this Agreement (and any other of your Account Agreements and Disclosures). To the fullest extent permitted by Applicable Rules, we are entitled to rely upon any instructions or other actions taken using your Credentials, and you will be deemed to have authorized any activity performed using your Credentials, even if you did not specifically authorize such activity. With respect to business Accounts only, you agree that the use of Credentials is a commercially reasonable security procedure, you acknowledge that the Credentials are used to verify the authenticity of your instructions and not detect errors.
NOTIFY US IMMEDIATELY IF YOU HAVE REASON TO BELIEVE YOUR CREDENTIALS HAVE BEEN LOST, STOLEN OR OTHERWISE COMPROMISED, OR IF YOU HAVE REASON TO SUSPECT THAT UNAUTHORIZED ACCESS TO YOUR ACCOUNT(S) HAS OCCURRED OR WILL OCCUR THROUGH DIGITAL BANKING SERVICES.
8. Online Banking Transactions
You may instruct us to perform the following transactions:
• View Account balances and transaction history;
• Obtain information that we make available about your Accounts;
• Allow other personal finance management software to access your Accounts;
• Locate branches or automated teller machines with geolocation technology;
• Make transfers between your Accounts;
• Make payments on eligible loans or lines of credit;
• Make third party payments under the Bill Pay Service;
• Deposit checks through our Remote Deposit Service; or
• Obtain other services or perform other transactions that we authorize or make available now or in the future
9. Account Access Service
We may make certain information about your Accounts available to you to view within your Digital Banking profile. Balances and transaction histories that you obtain through the Digital Banking profile generally will be current as of the close of business on the preceding Business Day. Notwithstanding the foregoing, Account information provided to you as part of your Digital Banking profile is not the official record of your Account or its activity. Your Account statements furnished to you will remain the official record of your Account.
10. Personal Finance Management Software
You may download, extract, or permit a third party to download, extract, or otherwise access certain transactional data for use with other software tools and products created by parties that we do not own or control, including personal finance management software. If you install or use such software, you are responsible for obtaining any applicable licenses. You assume all risks of any software that you install, download, or use, and you understand that any information you enter into third-party software may be accessed by unauthorized third parties. If you use the third-party software to transmit information, you and the third-party provider are responsible for the security and confidentiality of that information.
11. Geolocation
If you use any location-based feature (such as our automated teller machine or branch locator), you agree that your geographic location and other personal information (such as your unique device identifier) may be accessed and disclosed through the Service. You may turn off location-based features at any time to the extent permitted through the settings of your mobile device, which may result in your inability to use functionality with location-based and related information.
12. Transfers
Our transfer Service allows you to transfer funds between your Accounts. An internal transfer moves funds between your Accounts at the Bank. An external transfer moves funds to or from an Account at the Bank to or from an Account at another financial institution. Transfers can be made on a one-time or recurring basis. One-time transfers may be immediate or scheduled for a future date. The recurring transfer feature may be used when a set amount is transferred at regular intervals. As you may determine in your instructions, you will either authorize us to debit your Account and send funds on your behalf to the other Account designated by you or to credit your Account when we receive funds from the other Account designated by you. You also authorize us to reverse a debit if the debit is returned for any reason or a credit if the remittance is not honored by us for any reason.
a. Eligibility
You must have at least two (2) eligible Accounts in order to transfer funds. You must register and we must approve, in accordance with our then-current verification procedures, each Account to or from which transfers may be initiated. When you register an Account, you represent that (i) you are the sole owner or a joint owner of the Account and or that you have all necessary legal rights and authority to transfer funds to or from the Account and (ii) the Account is located in the United States. If you are a joint owner of the Account, you further represent that: (y) you have been authorized by all of the other joint owners to operate such Account without their consent and (z) we may act on your instructions regarding the Account without liability to such other joint owner(s).
b. Limitations
Transfer amounts are limited to your available balance in your Account, plus the available credit in any linked overdraft line of credit account. We are not required to transfer funds unless there are sufficient available funds in your Account or available credit on the transfer date. If there are insufficient available funds or available credit, we may, but are not obligated to retry the transfer at a later date. Transfers are subject to any limitations on the number of transactions that apply to your Account(s) as provided in your Account Agreements and Disclosures. For security reasons, we may establish daily, per transaction, or other limitations on the amount of transfers in our discretion. These limits are subject to change from time to time upon notice to you to the extent required by Applicable Rules.
c. Instructions
In order for us to process transfers, you must first give us transfer instructions in the content and formatting standards that we may require from time to time. We are not under any obligation to complete a request for a transfer until such time as we obtain all information required to process the instruction. You are solely responsible for ensuring the accuracy of any information that you provide in your transfer instructions, identifying any errors contained in your instructions, and informing us as soon as possible if you become aware of any such errors. We are not responsible for confirming such information, or for identifying or rejecting errors or duplicate instructions. If you give us a transfer instruction that is incorrect in any way, you agree that we may charge your Account for the payment, whether or \not the error could have been detected by us.
d. Processing Transfers
At the time you schedule a transfer, we will provide you with the amount of funds available, and the options to send the funds that are available to you will display in your Digital Banking profile. One or more options may be available to you. Each option will include the estimated time of processing of the funds from your Account. Funds received from a transfer will not be available to you until we actually receive the funds from the other Account. Estimated times that we provide in Digital Banking are subject to change. You acknowledge and agree that, due to circumstances beyond our control and/or in accordance with the provisions of this Agreement, transfers may be processed after the estimated dates, and we will only be liable for late transfers to extent set forth herein and under Applicable Rules. Funds requested to be transferred will be debited or credited to an external Account according to the receiving financial institution’s availability and transaction processing schedule.
e. Changes to Transfers.
Request for immediate transfers cannot be cancelled. You may cancel or modify a transfer scheduled for a future date, including a recurring transfer, before we have started processing the transfer. Once we have started processing a transfer, it cannot be cancelled or modified. Before such time, we may make reasonable attempts to return any unclaimed, refused, refunded, prohibited or denied transfer to your Account or to stop or recover a transfer that was initiated, processed, or settled erroneously, but we do not guarantee such recovery and will bear no responsibility or liability resulting from our failure to do so or incorrect information entered by you in your instructions, to the extent permitted by Applicable Rules.
f. Refused Transfers.
We reserve the right to refuse any transfer for any reason, including instances where there are not sufficient available funds in your Account to cover the transfer or we, in good faith, believe the transfer may be fraudulent, erroneous, illegal, suspicious, or in violation or breach of this Agreement or the Account Agreements and Disclosures. To the extent required by law, we will notify you promptly if we decide to refuse a transfer. The notification is not required if you attempt to make a transfer that is not allowed under this Agreement.
g. Returned Transfers.
You understand and agree that transfers may be returned for various reasons such as errors contained in your instructions. We may attempt to research the cause of a returned transfer and notify you to resend the transfer with the corrected information.
13. Bill Pay Service
The “Bill Pay Service” allows you to schedule bill payments through your Digital Banking profile. Bill payments cannot be made from savings accounts, money market accounts, IRAs, lines of credit, installment loans, or certificates of deposit.
a. Eligible Payees
You may only designate payees with addresses in the United States. We reserve the right to determine who may be a payee. You may not use the Bill Pay Service to purchase securities, 1to make federal or state tax payments, or to comply with any court order.
b. Initiating Payments
To initiate a payment, you must identify the person or business you are paying, the Payment Date, the amount to be paid, and your account number with the payee. You may be asked for additional information when you establish a payee for the first time on our system.
c. Erroneous Payment Requests.
In order for us to process payments using the Bill Pay Service, you must first give us instructions in the content and formatting standards that we may require from time to time. You are solely responsible for ensuring the accuracy of any information that you provide in your payment instructions, identifying any errors contained in your payment instructions, and informing us as soon as possible if you become aware of any such errors. We are not under any obligation to complete a request for a payment until such time as we obtain all information required to process the payment instruction in accordance with the terms and conditions of this Agreement. We are not responsible for confirming such information, or for identifying or rejecting errors or duplicate payment instructions.
d. Processing Payments.
There are two payment processing times per Business Day: 7:00 a.m. central time and 2:00 p.m. central time. The cut-off time for processing payments on any Business Day is 1:45 p.m. central time. The Business Day that you instruct us to process a payment using the Bill Pay Service is the “Payment Date.” For payments entered by 6:45 a.m. central time or 1:45 p.m. central time on the Payment Date and that are to be paid electronically, we will withdraw funds from your designated Account on the Payment Date and then will process an Automated Clearing House (electronic) payment on the following Business Day to the payee. For payments entered by 6:45 a.m. central time or 1:45 p.m. central time on the Payment Date and that are to be paid by check, we will withdraw the funds immediately and mail a check to the payee on the Payment Date. The check number will not appear on your Account history. Payments that are to be made either electronically or via check that are entered after 1:45 p.m. CST on the Payment Date, or anytime not on a Business Day, will be processed at the first processing time on the next Business Day. We do not have to make a payment if you do not have sufficient funds or credit available for the payment on the Payment Date. Although you can enter a payment request 24 hours a day, 7 days a week, your designated Payment Date must be on a Business Day. If you instruct us to make a payment on a day other than a Business Day, we will initiate the payment on the following Business Day.
e. Scheduling Payments
You should schedule payments sufficiently in advance to ensure that they are received and credited by your payee by the payment due date. WE RECOMMEND THAT YOU SCHEDULE THE PAYMENT DATE AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE THE PAYMENT IS DUE AT YOUR PAYEE WITHOUT REGARD TO ANY GRACE PERIOD. Although we may be able to pay certain payees electronically within two (2) Business Days, it could take longer for payments sent by mail. It is your responsibility to request that payments be made in such a manner that they will be paid on time. You are solely responsible for any damages, such as late fees and finance charges that may be imposed as a result of your failure to identify the correct Payment Date and transmit your payment instruction to us in a timely manner. To ensure that critical or time-sensitive payments are received on time, you should consider establishing Payment Dates (especially for payees that will receive payment by mail during peak holiday periods) well in advance of the payment due date. We will not be responsible for any charges imposed or any other action taken by a payee resulting from a payment that you have not scheduled properly. In addition, we will not be liable if any third party through which any bill payment is made (e.g., the postal system) fails to properly transmit the payment to the intended payee.
f. Changing or Canceling Payments.
You may cancel or change any scheduled payment by utilizing Digital Banking up until the time it is processed on the Payment Date. If the payment has been entered or scheduled by or before 6:59 a.m. central time on the Payment Date, you have until 7:00 a.m. central time to change, modify or delete that payment. If the payment has been entered between 7:01 a.m. and 1:59 p.m. on the Payment Date, you have until 2:00 p.m. central time to change, modify or delete that payment. You may also call us at (608) 784-4600 or toll free (800) 880-7151, email us at [email protected], or write us at State Bank Financial; Digital Banking, 401 Main Street, La Crosse, WI 54601, in time for us to receive your request at least three (3) Business Days before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and send your written request to us within seven (7) days after you call. If you order us to stop one of these payments by phone or by mail at least three (3) Business Days before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.
g. Rejecting Payment Requests.
We may reject any payment request with or without cause or prior notice except to the extent required by Applicable Rules. If we do, we will notify you promptly of the rejection orally, electronically or in writing.
h. Joint Accounts.
Since joint Account holders share the same payee list, any Account owner or authorized signer may in their sole capacity (a) authorize transfers and payments to or from joint Accounts, (b) cancel payments, and (c) remove any payee from the list.
14. Mobile Banking Terms and Conditions
State Bank Financial may make the Service available to you from time to time on your mobile device. This service is provided to you by State Bank Financial and powered by a Third Party (the “Licensor”) mobile technology solution. These End User Terms are a legal agreement between you and State Bank Financial.
a. State Bank Financial Terms and Conditions
Thank you for using State Bank Financial Mobile Banking combined with your handheld’s text messaging capabilities. For help, text “HELP” at [73955]. To cancel your plan, text “STOP” to [73955] at anytime. In case of questions, please contact customer service at [email protected] or call (608) 784-4600, toll free at (800) 880-7151.
1. The services are separate and apart from any other charges that may be assessed by your wireless carrier for text messages sent to or received from State Bank Financial. You are responsible for any fees or other charges that your wireless carrier may charge for any related data or message services, including without limitation for short message service.
2. The services are provided by State Bank Financial and not by any other third party. You and State Bank Financial are solely responsible for the content transmitted through the text messages sent to and from State Bank Financial. You must provide source indication in any messages you send (e.g., mobile telephone number, “From” field in text message, etc.)
b. End User License Agreement Terms for the Downloadable App
1. Ownership. You acknowledge and agree that a third party provider or licensor to your financial services provider (“Licensor”) is the owner of all right, title and interest in and to the downloaded software to be used for access to mobile banking services from your financial services provider and the computer programs contained therein in machine readable object code form as well as any accompanying user documentation along with all subsequent copies, updates or versions thereof which are made available to you (if any), regardless of the media or form in which they may exist (collectively the "Software").
2. License. Subject to the terms and conditions of this Agreement, you are hereby granted a limited, nonexclusive license to use the Software in accordance with the terms of this Agreement. All rights not expressly granted to you by this Agreement are hereby reserved by the owner of the Software. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the Software. This Agreement may be terminated at any time, for any reason or no reason. Upon termination, you agree to immediately destroy all copies of the Software in your possession or control.
3. Restrictions . You shall not: (i) modify, revise or create any derivative works of the Software; (ii) decompile, reverse engineer or otherwise attempt to derive the source code for the Software; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or (iv) remove or alter any proprietary notices, legends, symbols or labels in the Software, including, but not limited to, any trademark, logo or copyright.
4. Disclaimer of Warranty . THE SOFTWARE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO WARRANTY IS PROVIDED THAT THE SOFTWARE WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. YOUR USE OF THE SOFTWARE AND ANY OTHER MATERIAL OR SERVICES DOWNLOADED OR MADE AVAILABLE TO YOU THROUGH THE SOFTWARE IS AT YO UR OWN DISCRETION AND RISK, AND YOU ARE SOLE LY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE.
5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR, THE PROVIDER OF ANY FINANCIAL SERVICES AVAILABLE THROUGH OR RELATED TO THE SOFTWARE, ANY OF THEIR CONTRACTORS OR PROVIDERS OR ANY OF EACH OF THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, LIABILITY OF LICENSOR OR ANY OF THE OTHER PERSONS OR ENTITIES DESCRIBED IN THE PRECEDING SENTENCE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE SHALL NOT EXCEED IN THE AGGREGATE THE LESSER OF $10.00 OR THE SUM OF THE FEES PAID BY YOU FOR THIS LICENSE.
15. Mobile Deposit Capture
a. General Description of Remote Deposit Service.
This Section 15 governs the Consumer Mobile Remote Deposit Capture Service (the “Remote Deposit Service”). The Remote Deposit Service allows you to make deposits to your Accounts by scanning Checks using a mobile device to create a picture of the checks and delivering the Images and information required hereby to us. The camera must capture an image of the front and back of each Check (as herein defined) to be deposited (each an “Image” and, together the “Images”) in accordance with the Procedures (as herein defined). After capture of the Images and all other required data and information from each check, you will transmit the Images and all other required data and information from or pertaining to all checks (each such file a “File” and, if more than one, “Files”) to us via the Internet or cellular carrier. Subject to compliance with the terms, provisions and conditions of this Agreement, we will provisionally credit the Account designated by you for the amount of the deposit(s) to which the File(s) pertains on the day of receipt of the File(s) and enter the Images of the Checks into the collection process, in accordance with the provisions of this Agreement and the Account Agreements and Disclosures.
b. Deposit Limits
The Remote Deposit Service is intended for personal, not business or commercial use. You agree that you will not use the Remote Deposit Service to send or receive payments in connection with your business or commercial enterprise. We reserve the right to decline your enrollment if we believe that you are enrolling to use the Remote Deposit Service with your business Account or to receive business or commercial payments. We further reserve the right to suspend or terminate your use of the Remote Deposit Service if we believe that you are using the Remote Deposit Service for business or commercial purposes, or for any unlawful purpose. We reserve the right to establish and assign to you deposit limits for the Remote Deposit Service (including limits on the dollar amount and/or number of Checks that you may transmit through the Remote Deposit Service each day) and to modify such limits from time to time in our sole discretion, and you agree to comply with all such limits (collectively, the “Deposit Limit”). The current Deposit Limit for new customers for the first 6 months after activation are 5 checks per day with an aggregate total of $500 and 15 checks monthly with an aggregate total of $2,500. Customers with Accounts open 6 months or older, the current Deposit Limit to 5 checks per day for an aggregate total of $2,500 and 15 checks per month for an aggregate total of $5,000.
c. Checks Deposited and Security Interest.
You hereby agree that you will only scan and deposit a check(s) as that term is defined in Federal Reserve Board Regulation CC (“Reg CC”). You agree that the Image of the check that is transmitted to us (each such check and other item a “Check” and, if more than one, “Checks”) shall be deemed an “item” within the meaning of Article 4 of the Uniform Commercial Code then in effect in the state of Wisconsin. You further agree that you will not remotely deposit any Check or other item that: (i) are payable to any person or entity other than you, (ii) are drawn, or otherwise issued, by you on any of your accounts maintained at other financial institutions; (iii) are prohibited by us or are in violation of any Applicable Rules; (iv) you know or suspect, or should know or suspect, is fraudulent or otherwise not authorized by the owner of the account on which the Check is drawn; (v) have not been previously endorsed by a bank and are either “substitute checks” (as defined in Reg CC or other applicable federal law or regulation) or “image replacement documents” that purport to be substitute checks, without our prior written consent; (vi) are drawn on financial institutions that are located outside of the United States or Territories of the United States; (vii) which are not acceptable to us for deposit into a deposit Account as provided in the Account Agreements and Disclosures (Checks described in clauses (i) through (vii) each a “Prohibited Check” and, collectively, “Prohibited Checks”). If you deposit a Prohibited Check , you agree to indemnify and reimburse us for, and hold us harmless from and against, any and all losses, costs and expenses (including reasonable attorneys’ fees) we may incur associated with any warranty, indemnity or other claim related thereto. Furthermore, if, after first having obtained our written consent to do so, you provide us with an electronic representation of a substitute check for deposit into an Account instead of an original Check, you agree to indemnify and reimburse us for, and hold us harmless from and against, any and all losses, costs and expenses (including reasonable attorneys’ fees) we incur because any such substitute check resulting from such electronic representation does not meet applicable substitute check standards and/or causes duplicate payments. You grant us a security interest in all Accounts or other deposits (whether general or special) of yours at the Bank, and in all funds in such Accounts or other deposits, to secure your obligations to us under this Agreement, except for IRA or Keogh Accounts, or any trust Accounts for which setoff would be prohibited by or would result in tax penalties under Applicable Rules.
d. Scanning of Checks and Transmission of Files.
You shall properly install and use all software required by this Agreement or otherwise required for, or related to, the use of the Remote Deposit Service. You shall (i) endorse each Check to be deposited as follows “For Deposit Only, Your Name (Signature) as it appears on the Payee line, State Bank Financial Mobile Deposit,” (ii) scan the front and back of each Check to be deposited and thereby capture the Image of the front and back of each Check and any other required data from each Check and (iii) transmit the File containing the Images of and all other required data and information from or pertaining to such Checks to us in accordance with procedure provided by us to you (“Procedures”). The Procedures may be provided by us at the time that you enroll in the Remote Deposit Service or may be provided in any other manner selected by us. We reserve the right to amend the Procedures, with or without prior notice to you. To ensure accuracy, you shall balance the dollar amount of each deposit to the amount of the Check(s) prior to transmitting the File in accordance with the Procedures. You may send multiple Files to us throughout the day. The total number of Files or the dollar value of the Files sent by you to us on any day shall not exceed the Deposit Limit. If the total number of Files or the dollar value of the Files sent by you on any day exceeds the Deposit Limit, we may, at our option, refuse to accept the File that exceeds the Deposit Limit, or we may accept and process the File. You agree not to exceed the Deposit Limit.
To be eligible for processing on the day transmitted, Files must be received by us no later than the cut-off time of 4:00 p.m. central time on a Business Day (the “Cut-Off Time”). A File is considered received by us when a complete copy of such File has been written on a Bank electronic storage device in conformity with our technical and operational requirements. To meet the Cut-Off Time, the entire File must be received by us prior to the CutOff Time, and the File must successfully pass the edits for conformity with the technical requirements. For purposes of determining when a File has been delivered and received, our records shall be determinative. A File which is not balanced in accordance with the Procedures or which is received after the Cut-Off Time shall be deemed to have been received on the Business Day following the Business Day on which the File is actually received by us. We reserve the right to change the number of Files that may be transmitted in a day, the Deposit Limit and the Cut-Off Time. All such changes shall be effective immediately and may be implemented prior to our receipt of notice thereof. You may contact us at any time to verify the current number of Files that may be transmitted in a day, the Deposit Limit and the Cut-Off Time.
e. Retention and Destruction of Original Checks
You shall stamp the original Check "Processed" before or during the process of scanning the Check in accordance with this Section 15. You shall securely store all original Checks for a period of sixty (60) days after you have received notice from us that the File containing the Images of such Checks has been accepted (such period the “Retention Period”). During the Retention Period, you shall take appropriate security measures to ensure that: (i) only an Account holder shall have access to original Checks, (ii) the information contained on such Checks shall not be disclosed, (iii) such Checks will not be duplicated or scanned more than one time and (iv) such Checks will not be deposited or negotiated in any form. You shall destroy original Checks upon the expiration of the Retention Period applicable to such Checks. You will use commercially reasonable methods of destruction approved by us to destroy original Checks after expiration of the Retention Period. You agree to indemnify and hold us harmless from and against, any and all claims, demands, actions, causes of action, losses and damages, of whatever nature or kind, and regardless of the theory upon which the same are based, caused directly or indirectly by, arising out of, related to, in connection with or resulting wholly or partially from, the destruction of original Checks by you. You will promptly (but in all events within five (5) Business Days) provide any retained Check (or, if the Check is no longer in existence, a sufficient copy of the front and back of the Check) to us as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check.
f. Image and MICR Quality
Each File transmitted by you to us shall contain Images of the front and the back of the Checks scanned and remotely deposited by you. Each Image of each Check shall be of such quality that the following information can clearly be read and understood by sight review of such Image: (i) the amount of the Check; (ii) the payee of the Check; (iii) the signature of the drawer of the Check; (iv) the date of the Check; (v) the Check number; (vi) the information identifying the drawer and the paying bank that is preprinted on the Check, including the MICR line; and (vii) all other information placed on the Check prior to the time an Image of the Check is captured, such as any required identification written on the front of the Check and any endorsements applied to the back of the Check. Each Image shall also meet all standards for image quality established by the American National Standards Institute (“ANSI”), the Board of Governors of the Federal Reserve or any other regulatory agency, clearing house or association. You acknowledge that image technology may not capture all security features contained in the original Checks(s) and agrees to assume any and all losses resulting from claims based on security features that do not survive the image process.
g. Receipt of File.
We reserve the right to reject any item transmitted through the Remote Deposit Service, at our discretion, without liability to you. We are not responsible for items we do not receive or for Images that are dropped during transmission. An Image of an item shall be deemed received when you receive a confirmation from us that we have received and approved the Image. Receipt of such confirmation does not mean that the transmission was error free, complete or will be considered a deposit and credited to your Account. You agree that all deposits received by us are subject to verification and final inspection and may be rejected by us in our sole discretion, and you shall be liable to us for any errors, inaccuracies, breach of warranties and any other loss sustained by, or claim made against us relating to such deposits. We are not liable for any service or late charges that may be imposed against you due to our rejection of any Check that you transmit for deposit through the Remote Deposit Service. In all cases, you are responsible for any loss or overdraft plus any applicable fees to your Account due to a Check being returned. You acknowledge and agree that we may reject any Check transmitted through the Remote Deposit Service in our sole discretion without notice to you, and we will not be liable for any such rejection or failure to notify you of such rejection.
h. Availability of Funds.
In general, any item transmitted, received and accepted by us before 4:00 p.m. central time on a Business Day will result in that day being the day of your deposit. Otherwise, we will consider that the deposit was made on the next Business Day we are open. Funds deposited using the Remote Deposit Service will generally be made available on the first Business Day after the day of deposit. We reserve the right to place a hold on funds deposited as described in our “Funds Availability Notice” given to you when you opened your Account.
i. Collection of Checks
We, in our sole discretion, shall determine the manner in which Images shall be presented for payment to the drawee bank and shall select the clearing agents used to collect and present the Images, and our selection of the clearing agents shall be considered to have been designated by you. We shall not be liable for the negligence of any clearing agent. Collection of Checks is also subject to the Applicable Rules and the terms of the Account Agreements and Disclosures.
j. Contingency Plan
You agree that, in the event you are not able to capture, balance, process, produce or transmit a File to us, or otherwise comply with the terms hereof or of the Procedures, for any reason, including, but not limited to, communications, equipment or software outages, interruptions or failures, you will transport the originals of all Checks to the closest office of Bank and deposit original Checks with us until such time that the outage, interruption or failure is identified and resolved. The deposit of original Checks at an office of Bank shall be governed by the terms and conditions of the Account Agreements and Disclosures and not by the terms of this Agreement.
k. Warranties. You represent, warrant, and covenant the following to us:
i. Checks Deposited. You shall only deposit Checks that are authorized by this Agreement, the Procedures, and the Account Agreements and Disclosures.
ii. Image Quality. Each Image transmitted by you to us contains an accurate representation of the front and the back of each Check and complies with the requirements of this Agreement.
iii. Accuracy of Information. All data and other information submitted by you to us, including, but not limited, to data contained in the MICR line of each Check is complete and accurate and complies with the requirements of this Agreement.
iv. No Duplicates. You will not: (x) create duplicate Images of the Checks, (y) transmit a duplicate Image or File to us, or (z) deposit or otherwise negotiate the original of any Check of which an Image was created. Customer further warrants that no subsequent transferee, including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee or endorser, will be asked to pay the original Item from which the Image(s) was created or a duplication (whether paper or electronic, including ACH entries) of the Item(s).
v. No Loss. No Subsequent transferees of the Item(s), including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee or endorser, shall sustain a loss as the result of the fact that the Image was presented for payment or returned instead of the original Check.
vi. Information. All information provided by you to us is true, complete and accurate.
vii. Transactions. All of your Checks and business transactions are, and will be, bona fide. All signatures on Checks are authentic and authorized.
viii. Rule Compliance. You shall submit Checks and Files in compliance with this Agreement, the Procedures, and Applicable Rules.
i
x. Computer Virus. No Files or Checks contain any computer viruses or other harmful, intrusive or invasive codes.
x. Indemnity. You agree to indemnify and hold us harmless from and against, any and all claims, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from a breach of any of your warranties, representations, covenants and/or obligations under this Agreement or any other agreement between Customer and Bank, including but not limited to, the Account Agreements and Disclosures.
l. Returned Checks.
If Images of Checks deposited by you are dishonored or otherwise returned unpaid by the drawee bank, or are returned by a clearing agent for any reason, including, but not limited, to issues relating to the quality of the Image, you understand and agree that, since you either maintain the original Check or have destroyed the original Check in accordance with this Section 15, the original Check will not be returned, and we may charge back an Image of the Check to your Account. You understand and agree that the Image may be in the form of an electronic or paper reproduction of the original Check or a substitute check. Unless otherwise instructed by us, you agree not to deposit the original Check if an Image or other debit as previously described is charged back to you.
16. Our Liability For Failure To Complete Payments Or Transfers
If we do not complete a payment or transfer on time or in the correct amount according to our agreement with you, we will only be liable to you to complete such payment or transfer. Under no circumstances will we be liable for any damages that you may suffer, including consequential damages, due to our failure to complete a payment or transfer. Specifically, the we will NOT be liable to any extent whatsoever if:
a. Through no fault of ours, you do not have enough available money in the Account from which a payment or transfer is to be made, or if the Account has been closed or is not in good standing, or if we reverse a payment or transfer because of insufficient funds;
b. Any payment or transfer would go over the credit limit of any Account;
c. Your equipment or ours was not working properly and the breakdown should have been apparent to you when you attempted to conduct the transaction;
d. You have not given us complete, correct or current Account numbers or other identifying information so that we may properly credit or debit your Account or otherwise complete the transaction;
e. You do not properly follow our instructions or if you provide us with wrong or inaccurate information or fail to correct or tell us about any inaccuracy of which you are aware;
f. You do not initiate your payment or transfer in time to be received and credited by its due date;
g. The money in the Account from which a payment or transfer is to be made is subject to legal process or other claim which restricts the transaction;
h. We process your payment in a timely manner, but the payee rejects your payment or fails to process it in a timely manner; or
i. Circumstances beyond our control prevent, delay, intercept or alter the transaction, despite reasonable precautions that we have taken.
There may be other exceptions stated in our agreements with you. If any of the circumstances listed in a) through i) above shall occur, we shall assist you with reasonable efforts in taking appropriate corrective action to reprocess the transactions that may not have been completed or to correct incorrect transactions that have been processed.
17. Unauthorized Transactions Or Loss Or Theft Of Your Credentials
If you believe your Credentials or other means of access have been lost or stolen or that someone has used them without your authorization, contact us immediately by one of the following methods:
• Telephone State Bank Financial during normal business hours at (608) 784-4600 or toll free at (800) 880-7151;
• Email us at [email protected]; or
• Visit, or write to us at 401 Main Street, La Crosse, WI 54601.
Quickly telephoning us is the best way of reducing your possible losses. Not all emails may arrive at their destinations. If you do email us, we will reply to you via return email to confirm that we did receive it. Because the Internet is not secure from being read by just anyone, do not include any of your Account or security numbers with your email. When you contact us, please provide us your name, address, a phone number where you can be reached, and a brief message as to what the problem might be.
If you think that your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt, we must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
• Tell us your name and Account number (if any).
• Describe the error, the transfer or payment you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
• Tell us the dollar amount of the suspected error.
If you tell us orally, we will require that you send the Bank your complaint or question in writing within 10 Business Days. State Bank Financial will tell you the results of its investigation within 10 Business Days after it hears from you and will correct any error promptly. If we will need more time, however, we may take up to 45 days to investigate your complaint or question.
State Bank Financial 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 that it takes us to complete our investigation. If State Bank Financial asks you to put your complaint or question in writing and does not receive it within 10 Business Days we may not re-credit your Account. If State Bank Financial decides that there was no error, we will send you a written explanation within 3 Business Days after we finish our investigation. You may ask for copies of the documents that we used in our investigation.
Customers who are consumers using an Account for personal, family or household purposes have some protection from loss caused by unauthorized access. An “unauthorized electronic funds transfer” means an electronic funds transfer from a consumer’s Account initiated by a person other than the consumer without actual authority to initiate the transfer and from which the consumer receives no benefit. The term does not include an electronic funds transfer initiated by a person who was furnished with the access device to the consumer’s Account by the consumer, unless the consumer has notified the Bank that transfers by that person are no longer authorized or the transfer was initiated with fraudulent intent by the consumer or any person acting in concert with the consumer. If your Credentials have been compromised and you tell us within 2 Business Days after you learn of the loss or theft, you can lose no more than $50.00 if someone used your Credentials without your permission to access a Bank deposit Account. If you do NOT tell us within 2 Business Days after you learn of the loss or theft and we could have stopped someone from taking money without your permission had you told us, you could lose as much as $500.00.
If your statement shows withdrawals, transfers or purchases that you did not make or authorize, please notify us at once. If you do not notify us within 60 days after the paper or online statement was sent to you, and we could have stopped someone from taking money if you had told us in a timely manner, you may not get back any money lost after the 60 days. If extenuating circumstances, such as long trip or hospital stay, kept you from telling us, the time periods in this section will be extended.
18. Business and Other Non-Personal Accounts
The Bank’s obligations set forth in Sections 16 and 17 do not apply in the case of business or other non-personal Accounts. The owners of non-personal Accounts must notify us immediately if they discover any unauthorized transactions or errors, and must send us a written notice of the problem within a reasonable time (not to exceed 14 days from the date of discovery or their receipt of the first statement or notice reflecting the problem, whichever occurs first). We may process any on-line instruction we believe is given by any of you if the instruction is accompanied by your Credentials, and you will be obligated for the transfer or payment, even if the instruction is not transmitted or authorized by you.
19. Entire Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE RULES, OUR OBLIGATIONS UNDER THIS AGREEMENT SHALL CONSTITUTE OUR ENTIRE LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY, AND IN NO EVENT SHALL WE, OR ANY OF OUR SERVICE PROVIDER(S), BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF WE ARE ADVISED OF THE POSSIBILITY) ARISING IN ANY WAY OUT OF OR RELATED TO THE SERVICE OR ANY SYSTEMS, SOFTWARE AND/OR EQUIPMENT, INCLUDING BUT NOT LIMITED TO ANY INSTALLATION, MAINTENANCE, CONFIGURATION OR COMPATIBILITY ISSUES RELATED THERETO; MECHANICAL OR ELECTRONIC EQUIPMENT, INCLUDING BUT NOT LIMITED TO THE INTERNET AND COMMUNICATION LINES; ACCESS TO AND USE OF DIGITAL BANKING; YOUR SYSTEMS; AND FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH COMMUNICATIONS NETWORKS. WE ARE NOT LIABLE FOR ANY DAMAGES OR LOSS THAT MAY BE CAUSED TO ANY SYSTEM, EQUIPMENT AND/OR SOFTWARE DUE TO ANY MALICIOUS CODE, VIRUSES, DEFECTS OR MALFUNCTIONS, INCLUDING BUT NOT LIMITED TO ANY LOSS OF INFORMATION. YOU AGREE THAT YOUR USE OF THE SERVICE(S) IS AT YOUR SOLE RISK.
20. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE RULES, DIGITAL BANKING AND ALL RELATED DOCUMENTATION, SERVICES AND INFORMATION INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS PROVIDED ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, AND WE AND OUR SERVICE PROVIDER(S) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AS TO DIGITAL BANKING, RELATED DOCUMENTATION AND ALL INFORMATION INCLUDED IN OR ACCESSIBLE THROUGH THE SERVICE, AND YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY THAT DIGITAL BANKING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
21. Indemnification
To the fullest extent permitted by Applicable Rules, you shall indemnify us and each of our parents, subsidiaries and affiliates and their respective officers, directors, shareholders, employees, members, partners, agents, insurers and attorneys (each and “Indemnified Party” and, collectively, the “Indemnified Parties”) for, and hold each of the Indemnified Parties harmless from and against, all actions, causes of action, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising out of, or related to, Digital Banking, including all actions, causes of action, claims, damages, liabilities and expenses arising out of, related to or resulting from: (a) your (i) failure to report required changes, (ii) transmission of incorrect data to us, (iii) breach or failure to maintain compliance with this Agreement, your Account Agreements and Disclosures, all Applicable Rules, and such other written requirements that we may furnish to you in connection with Digital Banking from time to time, (iv) destruction of original Checks, (v) deposit of an electronic representation of a substitute check into an Account instead of an original Check, or (vi) deposit of a Prohibited Check or (b) our (i) provision of Digital Banking or (ii) action or inaction in accordance with, or in reliance upon, any instructions or information received from any person reasonably believed by us to be an authorized representative of you; provided, however, you are not obligated to indemnify us for any damages solely and proximately caused by our willful misconduct.
22. Limitations of Liability
WE AND YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE A BARGAINED FOR ALLOCATION OF RISK AND LIABILITY, AND AGREE TO RESPECT SUCH ALLOCATION OF RISK AND LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.
23. Bank’s Duties.
Our duties and responsibilities are limited to those described in this Agreement, the Account Agreements and Disclosures, and Applicable Rules. Bank shall not be responsible for suspension of performance of all or any of its obligations, responsibilities or covenants hereunder, whether expressed or implied, if at any time, or from time to time, compliance therewith is prevented or hindered by, or are in conflict with, any Applicable Rules, any act of God or of the public enemy, war, epidemic, strike, or work stoppages of the U.S. Postal Service and commercial carrier(s), or electric power disruption or shortage, telecommunications failure or computer failures; acts, omissions or errors of any carrier and/or agent operating between you and us and any Federal Reserve Bank or other agency utilized to exercise transfers or any recipients of transferred funds; any incorrect, unauthorized or fraudulent use or other fraud by any person other than our employees; or, without limiting the generality of the foregoing, any other cause or circumstance beyond our control or other conditions or circumstances not wholly controlled by us, which would prohibit, impair, or otherwise affect our complete or partial performance under this Agreement.
24. Fees and Service Charges
The Bank reserves the right to impose fees and/or other service charges for access to or use of the Service. We will promptly notify you of any new fees or change in the fees for these services if and to the extent required by Applicable Rules. You authorize us to automatically deduct these charges from the Account you designate for this purpose and the charges will appear on your statements. If you close that Account, you will need to designate a new Account for such payments. Please see your service charge schedule for information on other fees that may apply to your Account, such as non-sufficient funds or stop payment fees. You hereby acknowledge and agree that we shall have a right of setoff against each of your Accounts to pay any and all fees, returns and refunds owed to us by you under this Agreement.
25. Termination
To terminate your access to the Service, you must notify us and provide your name, address, and the effective date of termination. When the Service is terminated, any transfers or payments scheduled to be made will also be cancelled, and you will be solely responsible for making alternative arrangements to make transfers or payments to the intended payees. You may notify us by one of the following methods:
• Telephone State Bank Financial during normal business hours at (608) 784-4600 or toll free at (800) 880-7151;
• Email us at [email protected]; or
• Visit, or write to us at 401 Main Street, La Crosse, WI 54601.
State Bank Financial reserves the right to terminate this Agreement and your access to this Service in whole or in part at any time and for any reason or no reason, including, but not limited to (a) if you do not pay any fee required by this Agreement when due, (b) if you do not comply with this Agreement or the Account Agreements and Disclosures, or (c) if your Accounts are not maintained in good standing. We will promptly notify you if we terminate this Agreement or your use of this Service if and to the extent required by Applicable Rules.
26. Changes in Services
We may introduce new services or enhance existing services from time to time. Unless we state otherwise, any new or enhanced services will be subject to the terms of this Agreement. By using new or enhanced services when they become available, you agree to be bound by the terms and conditions relating to the services. We may amend (add to, delete from, or change) the terms of this Agreement at any time by sending a notice to any of you at the address or email address shown in our records, by posting the notice or an amended agreement on our web site, or delivering it to you. Your continued access to or use of Digital Banking, or any part thereof, shall be effective as your acceptance of any amendment to this Agreement. You may choose not to accept the change by closing your Account(s) or terminating this Agreement and your use of the Service.
27. Other Applicable Agreements and Rules
Each of your Accounts remain subject, as applicable to the Accounts, to the Account Agreements and Disclosures. Please review your Account Agreements and Disclosures, which contain important legal terms and conditions and legally required disclosures regarding unauthorized transactions, statement errors, fees, funds availability policies, and transaction limitations, as well as other important matters. In the event there is any conflict or inconsistency between this Agreement and the Account Agreements and Disclosures, this Agreement will govern and control with respect to the Service and the Account Agreements and Disclosures will govern and control with respect to all other matters; provided, however, that, if you have agreed to any Treasury Management Agreements, any and all conflicts or inconsistencies between the terms and conditions of this Agreement and the terms and conditions of the Treasury Management Agreements shall be resolved in favor of the Treasury Management Agreements, and the terms and conditions of the Treasury Management Agreements that you have signed shall govern and control. This Agreement constitutes the entire statement of the terms and conditions which apply to the subject matter hereof. Except for the Account Agreements and Disclosures and any Treasury Management Agreements, this Agreement supersedes any prior agreements between the parties relating to the Service. This Agreement is governed by federal law and, to the extent state law applies, the laws of the state of Wisconsin, without regard to principles of conflicts of laws.
28. Waiver.
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
29. Severability
If any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with Applicable Rules. The remaining provisions of this Agreement and the application of the challenged provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each of those provisions will be valid and enforceable to the fullest extent permitted by law.
30. Survival
All representations and warranties, payment and indemnification obligations, security interests, and limitations of liability set forth in this Agreement shall survive termination of the Agreement.
31. Assignment
You may not assign this Agreement to any other party. We may assign or delegate all or certain of our rights and responsibilities under this Agreement to affiliated entities, independent contractors or other third parties. If more than one person is authorized to use the Service, he or she is bound jointly and severally under this Agreement, and we may act on the instructions of any of you.
32. Third Party Beneficiaries
This Agreement shall not be construed to confer any rights or remedies upon any person not a party to this Agreement, whether as a third party beneficiary or otherwise, against you or us, or any of your or our respective successors, assigns and affiliates.
33. Relationship of the Parties
This Agreement will not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the parties, and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.