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Woodsboro Bank P.O. Box 36 Woodsboro, MD 21798
(301) 898-4000
customerservice@woodsborobank.com
Woodsboro Bank Online Banking Agreement And Disclosure
Online Enrollment Agreement help
ONLINE BANKING AGREEMENT
Effective Date: 04/01/2024
Woodsboro Bank
5 N Main Street, Woodsboro, MD 21798
301-898-4000
PLEASE READ THE ENTIRE AGREEMENT CAREFULLY BEFORE ENROLLING IN THE SERVICE OR INITIATING ANY TRANSACTIONS.
1. Scope of this Agreement
This Online Banking Agreement (this “Agreement”) between you and Woodsboro Bank, 5 N Main Street, Woodsboro, MD 21798 governs your use of our Service (as defined below). The Service permits our customers to perform a number of banking functions on accounts linked to the Service through the use of a computer, mobile device, or tablet device and the Internet.
2. Accepting the Agreement
After you have carefully read this Agreement in its entirety and our Privacy Notice (which Privacy Notice may be found at https://www.woodsborobank.com/about/privacy), you will be asked to accept the terms and conditions of this Agreement.
WHEN YOU CLICK ON THE “I AGREE” BUTTON BELOW, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. ALSO, BY CLICKING THE “I AGREE” BUTTON BELOW AND ACCEPTING THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED USER ACTING WITH FULL AUTHORITY AND THAT YOU ARE DULY AUTHORIZED TO EXECUTE THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND/OR DO NOT ACCEPT THE ELECTRONIC VERSION OF THIS AGREEMENT, THEN SELECT THE “CANCEL” BUTTON.
You should print and/or save a copy of this Agreement for your records. Future updates will be sent electronically as further described below in Section 6. To print, select the print button below or select the print function on your browser. To save a copy of this Agreement on your computer, select “File” and then “Save As” on your browser.
You can obtain a paper copy of this Agreement at any time. If you need a paper copy of this Agreement, please contact our Woodsboro Bank Customer Service at 301-898-4000. Updates to this Agreement may be sent electronically as further described within this Agreement.
3. Definitions
Online ID: means an access identification code used to access the Service.
ACH Origination: refers to the creation of debit and credit entries to facilitate the transfer or placement of funds in another institution through the Automated Clearing House (ACH) network, which is a batch processing payment system that U.S. financial institutions use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The ACH network is a funds transfer system governed by the National Automated Clearing House Association (NACHA).
Administrator: refers to an individual who is an authorized signer on an eligible Business Customer account or has been given Administrator rights to have full access to the Services and to establish and manage Authorized User access to the Service. The Administrator is considered to have full authority to act on behalf of the Business Customer and any other authorized signers. An Administrator can designate and remove Authorized Users and may assign certain administrative rights to an Authorized User.
Agreement: means this Online Banking Agreement and the terms and conditions of the Service.
Authorized User or User: is any individual, Consumer, Administrator, agent, or user whom you allow to use the Service or your Password or other means to access your Eligible Account(s). Authorized Users may be granted full or limited access to the Services such as full or limited access to originate online transfers such as ACH transactions and/or wire transfers.
Billing Account: is the account(s) from which all Service fees will be automatically debited.
Business Day: is every Monday through Friday, excluding Federal Reserve holidays.
Business Customer: refers to anyone other than a Consumer who owns an Eligible Account with respect to which the Service is requested primarily for business or commercial purposes.
Business Day Cutoff: refers to the cut-off time for processing purposes. The cut-off time for online transactions is based upon our Business Days and the eastern time. Eastern time or ET shall refer to the applicable time of day in Woodsboro, Maryland. For posting purposes, we will process all transactions completed by 8:00 PM ET on the same Business Day. Transactions completed after 8:00 PM ET will be processed on the following Business Day.
Commonly Controlled Entity: means and entity in which you or your Parent has a direct or indirect majority ownership interest.
Consumer: refers to a natural person who owns an Eligible Account and who uses the Service primarily for personal, family, or household purposes.
Electronic Funds Transfer (EFT): refers to any electronic transfer of funds initiated through the Service. If we grant EFT transfer privileges through the Service and you are a non-Business Customer, then you have certain rights and responsibilities under Federal Reserve Board’s Regulation E which are further detailed within this Agreement and the other agreements governing your non-Business Customer account(s).
Eligible Accounts: refers to any one of your account(s) to which we may allow online access through the Service under this Agreement. You may request access through the Service to any Eligible Account that you are a signer or owner. If you or your Authorized Users desire features of the Service that allow you to initiate transfers (including EFTs), ACH transactions, or otherwise remove funds from an Eligible Account, you must have the required withdrawal authority over the relevant Eligible Account. When using the Service, you agree to maintain one or more Eligible Accounts with us and to keep sufficient balances in any Eligible Account to cover any transaction and fees that are ultimately approved by or related to the Service.
Joint Accounts: if the Eligible Account(s) added to the Service are jointly held or have multiple signers, you agree that access to the information and all transactions initiated by the use of your Online ID and Password are authorized unless we have been properly notified to cancel the Service. If joint account holders use individual Online IDs, the Service may be identified as two separate Services. Transaction history is maintained for each Online ID.
Parent: means a person or entity that has a majority ownership interest in you.
Password: means any code, password, or personal identification number that is known solely by you and not by us or our Service Providers and that you use to access the Service.
Service or Services: means the online and mobile banking services offered by us or through our Service Providers.
Service Provider: includes any agent, licensor, independent contractor or subcontractor that we may involve in the provision of the Service.
you and your: as used within this Agreement, “you” and “your” refer to the person enrolling in the Service, each owner and authorized signer of the Eligible Account(s), Business Customer, Administrator as well as any Authorized Users, subject to the parameters of multiple user access as set forth within the Service.
we, us, or our: as used within this Agreement, refer to Woodsboro Bank and any agent, independent contractor, Service Provider, sub-contractor, licensor, designee, or assignee that Woodsboro Bank may involve in the provision of the Service.
4. Your Other Agreements with Us
Your use of the Service is governed by: (i) this Agreement; (ii) our fee schedule(s); (iii) your application for the Service and all implementation and enrollment forms; (iv) any user guides and instructions we may provide you on using any of the Services; (v) all other agreements applicable to the deposit or loan accounts you access through the Service, without limitation, including your deposit account agreement and any related terms and conditions; (vi) our privacy policies and Privacy Notice; (vii) any applicable overdraft protection agreement; (viii) the terms of use for particular Services and our website; and (ix) any other applicable loan or account agreement as the foregoing may be amended from time to time (collectively, all agreements other than this Agreement are referred to as our “Other Agreements”). Such documents, disclosures, and policies represent the sole and exclusive agreement between you and us regarding the Service and merges and supersedes all previous and contemporaneous written or oral agreements and understandings regarding the subject matter hereof. The terms and conditions of the agreements and disclosures for each of our deposit and loan accounts continue to apply notwithstanding anything to the contrary in this Agreement. In the event of any conflict between this Agreement and any of the Other Agreements, this Agreement will control with respect to the subject contained herein.
5. Prerequisites for Enrolling in the Service
In order to enroll in the Service:
• You must have at least one Eligible Account with us;
• Your account with us must be in good standing;
• You must be at least 18 years of age.
Hardware and Software Requirements:
• You must have a computer and Internet browser that supports 128-bit encryption.
• Some features of the Services may not be supported with older browsers.
• You must have Internet access through an Internet service provider (ISP).
• You must have access to a printer and/or other storage medium such as a hard drive for downloading information or printing disclosures.
• You must have an external email address for the delivery of electronic notices and disclosures.
• You must maintain and install fully updated anti-virus protection on your computer at all times and maintain and install all applicable security patches for your supported browser and operating system.
• You must have Adobe Acrobat Reader which may be required to view some electronic disclosures. To download a free copy go to https:\\get.adobe.com\reader\.
Prior to enrolling in the Service and accepting the electronic version of this Agreement, you should verify that you have the hardware and software required to access the Service and to retain a copy of this Agreement.
We may update these requirements at any time in our sole discretion. You are solely responsible for having the required hardware and software and for securing an Internet service provider. You also are responsible for any and all fees relating to communications carriers (e.g., telephone, cable, DSL or satellite), hardware providers, software providers (other than software that we may provide you) and/or Internet service fees that may be assessed by your communications carrier and/or Internet service provider.
6. Electronic Disclosures
We may deliver amendments to this Agreement and other disclosures or account documents to you in an electronic format. Said amendments, documents, and disclosures may be sent to you electronically at your email address as reflected in our then current records or provided to you within the Services website. Other disclosures may include:
• Monthly account statements
• Deposit account disclosures
• Other legally required disclosures
• Notices regarding changes in account terms and fees
• Privacy notices
By accepting this Agreement, you consent to receiving notices and disclosures concerning the Services and your accounts electronically, including by email, text message, or message within the Services. You must enter your electronic address (email) for such disclosures and notices when first subscribing to the Services, and you are solely responsible for immediately updating your electronic address if it changes. You may also receive notices in the form of "text alerts" or notices in mobile banking. You must regularly (and no less than once per month) check your message and log into the Services to review your notices. You must update your electronic address by logging into the Services, accessing the website page for managing your account, and entering in your new electronic address (email). All disclosures and notices by us shall be deemed given and received by you: (1) immediately upon being sent to the electronic address (email) you have most recently updated or the mobile device number you have most recently updated or (2) when you next log in to the Services. Many disclosures and notices may also appear in your account statement. Unless specifically required by law, we are not obligated to provide any disclosure or notice to you by regular mail or by any means other than electronic transmission. If you withdraw our right to provide you with electronic communications as described in this section, we may terminate your use of the Services. In order to keep notices and disclosures sent to you electronically, you must have the ability to save them to your mobile device, computer, or print them. You may also request a paper copy of any electronic notice or disclosure at by contacting us at 301-898-4000.
If you consent to receive electronic disclosures and later change your mind, you may withdraw your consent and change to paper delivery format. You can notify us of your intent to cancel electronic disclosures by:
• Sending us a letter to 5 N. Main Street, Woodsboro, MD 21798 Attn: Deposit Operations Department
• Sending us a secure message through the Service, or
• By contacting us at this phone number: 301-898-4000
Additional fees may apply.
If you send us a secure message through the Service or write us a letter, please be sure to identify yourself and the applicable accounts.
As part of the enrollment process or through your use of the Service, we may ask if you want to receive electronic only versions of your account statements (e-statements). If you enroll for e-statements and then later decide that you want to receive paper statements, you should contact us at the phone number or address provided above. After your opt-out request is processed, you will begin receiving paper copies of account statements and additional charges may apply. Additional terms and conditions regarding your enrollment in e-statements may apply pursuant to the Other Agreements.
If you enroll for e-statements and then later close your accounts with us, your access to the Service will also be terminated. You may request paper copies of historical statements at the address listed above. Additional fees may apply for this request.
You should print or save a copy of all disclosures delivered electronically. As provided above, you may request paper copies of disclosures such as this Online Banking Agreement. Additional fees may apply.
7. Basic Services
The basic features currently available through the Service include:
• Up to 3 months of transactional detail and history
• Account Inquiries for balances, rates, etc.
• Copies of monthly account statements
• Transfers between your accounts with us
• Transfers between your accounts at other financial institutions
• Secure e-mails via the Service’s messaging system
• Secure File Transfers
• View loan balances
• Payments to your loans with us
• Stop payments on checks that you have written
• Transaction downloads
• Personal Financial Management
• Mobile Alerts Service
We may add or remove certain features and/or functionality available from time to time. You can use the Service seven days a week, 24 hours a day, although some or all features may not be available occasionally due to emergencies or scheduled system maintenance. In addition, access to the Service may be slower at times due to high Internet traffic or other factors beyond our control. WE ARE NOT RESPONSIBLE FOR ANY DELAYS OR DIFFICULTIES YOU MAY HAVE IN ACCESSING THE SERVICE OR CERTAIN FEATURES. WE DO NOT GUARANTEE THAT DATA SUBMITTED THROUGH THE INTERNET WILL BE SECURE FROM UNAUTHORIZED ACCESS OR WILL BE FREE OF ERRORS OR OMISSIONS DUE TO INTERNET TRANSMISSION.
8. Other Basic Online Banking Features
A. Stop Payment Feature
The stop payment feature within the Service is only for stopping payments on checks that you have written or for stopping pre-authorized electronic drafts that are deducted from your account. This feature is accessible in the main menu of the Service and provides a means to securely forward your stop payment requests to us for processing. If your stop payment request is urgent, we recommend that you contact us via telephone at 301-898-4000 or in person at one of our branches. The stop payment feature within the Service should NOT be used to cancel electronic transfers.
There is typically a stop payment fee associated with stop payment requests made through the Service. Please refer to our fee schedule for additional information or contact us at the phone number above. Additional terms of acceptance or disclosures may apply to the stop payment service which will be provided to you. Additional information on stop payments is available in within the Service.
B. Address Change, Order Documents, Secure E-Mail & Secure File Delivery Services
Additional features within the Service include: secure emails for address changes, document requests, secure email and secure file delivery. The submission of requests, such as those for address changes, or document requests, will generate a secure email to us. Generally, requests received through the Service’s secure e-mail feature will be processed within one (1) to two (2) Business Days. For urgent requests, we recommend that you contact us.
The secure file transfer feature within the Service provides a means for you to forward files to this institution in a secure manner. There may be additional fees associated with some of these services. Fees are disclosed in our fee schedule and/or made available at the time of your request.
C. Personal Financial Management
You have the option to utilize personal financial management tools and services (such as QuickBooks®) through the Service (“PFM Services”). You represent and agree that all information you provide to us in connection with the PFM Services is accurate, current, and complete. You agree not to misrepresent your identity or account information. You agree to keep account information secure, up to date and accurate. You represent that you are a legal owner, or an authorized user, of the accounts at third party sites which you include or access through the PFM Services, and that you have the authority to (i) designate us and our Service Providers as your agent, (ii) use the PFM Services, and (iii) give us and our Service Providers the passwords, usernames, and all other information you provide.
Your use of the PFM Services is your authorization for us or our Service Providers, as your agent, to access third party sites which you designate in order to retrieve information. You are licensing to us and our Service Providers any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the PFM Services. You authorize us or our Service Providers to use any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the PFM Services or that we or our Service Providers retrieve on your behalf for purposes of providing the PFM Services, to offer products and services, and for other permissible business purposes. Except as otherwise provided herein, we or our Service Providers may store, use, change, or display such information or create new content using such information.
You grant us and our Service Providers a limited power of attorney as provided below to access information at third party sites on your behalf. Third party sites shall be entitled to rely on the authorizations, agency, and the power of attorney granted by you or through your account. For all purposes hereof, you hereby grant us and our Service Providers a limited power of attorney, and you hereby appoint them as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, in any and all capacities, to access third party sites to retrieve information, use such information, as described herein, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. You understand and agree that the PFM Services are not sponsored or endorsed by any third-party site. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD PARTY SITES, THEY ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OR ON BEHALF OF THE THIRD-PARTY SITES.
You are responsible for all fees charged by the third party in connection with any accounts and transactions not located with us. You agree to comply with the terms and conditions of those accounts and agree that this Agreement does not amend any of those terms and conditions. If you have a dispute or question about any transaction on an account with another bank, you agree to direct these to the account provider. Any links to third party sites that we may provide are for your convenience only, and we and our Service Providers do not sponsor or endorse those sites. Any third-party services, which you may be able to access through the PFM Services, are services of the listed institutions. We nor our Service Providers have responsibility for any transactions and inquiries you initiate at third party sites. The third-party sites you select are solely responsible for their services to you. We nor our Service Providers are liable for any damages or costs of any type arising out of or in any way connected with your use of the services of those third parties.
The PFM Services are not intended to provide legal, tax or financial advice. The PFM Services, or certain portions and/or functionalities thereof, are provided as strictly educational in nature and are provided with the understanding that neither we nor our Service Providers are engaged in rendering accounting, investment, tax, legal, or other professional services. If legal or other professional or financial advice, is required, the services of a competent professional person should be sought. We and our Service Providers specifically disclaim any liability, loss, or risk which is incurred as consequence, directly or indirectly, of the use and application of any of the content on this site. Further, we and our Service Providers are not responsible for any investment decisions or any damages or other losses resulting from decisions that arise in any way from the use of the PFM Services or any materials or information accessible through it. Past performance does not guarantee future results. We and our Service Providers do not warrant that the PFM Services comply with the requirements of FINRA or those of any other organization anywhere in the world.
D. Mobile Alerts Service
Our Mobile Alerts Service (the “Alerts Service”) allows you to receive notices (collectively, “Alerts”, individually, an "Alert") from time to time concerning available account information and other matters relating to your account(s). You may receive Alerts via SMS text message through a SMS-enabled mobile device (SMS Alert or through push notifications delivered from our Mobile App to your mobile device (“Push Alert”)) or email enabled alerts. By signing up for the Alerts Service, you agree to receive Alerts regarding your account(s) through the Alerts Service, you acknowledge that you are aware of and agree to abide by the terms and conditions applicable to the Alerts Service. Please be certain to review terms and conditions specific to Push Alerts and SMS Alerts (collectively “Mobile Alerts”), below. We reserve the right to change or remove any and all Alerts associated with the Alerts Service. We shall have no liability for failure to provide such notice or for removing such notices. By participating in the Alerts Service, you represent that you are the owner of the mobile phone number you enrolled and/or that you have the delegated legal authority to act on behalf of the owner of such mobile phone number. You consent to the receipt text messages from us. You agree that we may or our agents may use automatic telephone dialing systems in connection with text messages sent to any mobile phone number you enroll. You further acknowledge and agree: (1) You are responsible for any fees or other charges that your wireless carrier may charge for any related data, text or other message services, including without limitation for short message service (please check your mobile service agreement for details or applicable fees); (2) You will immediately notify us if any mobile phone number you have enrolled is (i) surrendered by you, or (ii) changed by you; and (3) Your wireless carrier is not liable for any delay or failure to deliver any message sent to or from us, including messages that you may send through us or that we may send on your behalf.
Signing Up for Mobile Alerts. To sign up for the Alerts Service, you will need to register online through the Service on our website and select the types of Alerts you would like to receive (for example, balance alerts and account statements available). We may, at our discretion, amend or modify the type of alerts available at any time.
No Warranty; Indemnity. You acknowledge and agree that your receipt of any Alert may be delayed or prevented by factor(s) outside of our control, including factors affecting your wireless service provider and coverage in your area. We do not guarantee the delivery, timeliness or accuracy of the contents of each Alert. The Alerts Service is subject to transmission limitations and service interruptions. You will promptly notify us if you are unable, for any reason, to receive text, or push alerts. You agree to indemnify, defend and hold us and our directors, officers, employees and agents and Service Providers (collectively, “Released Parties”) free and harmless from any and all losses or damages, including attorneys' fees, lost profits, and indirect or special damages, including, but not limited to, to those relating to bank secrecy or financial privacy laws or regulations, that may arise, directly or indirectly, in whole or in part, from: a non-delivery, delayed delivery, or the misdirected delivery of an Alert; inaccurate or incomplete content in an Alert; your reliance on or use of the information provided in an Alert for any purpose; or any third party, whether authorized or not, obtaining information regarding your account disclosed in the Alerts.
Your Responsibility. Alerts do not constitute a record for the account to which it pertains, rather, they will reference account records. We do not assume any additional responsibility or obligation under these terms and conditions in respect of the use of, or any transaction or eventuality involving, your account. The Alerts Service does not free you from the responsibility of safeguarding the physical security and authorized use of your account. We reserve the right to suspend, terminate, and modify the Alerts Service without liability at any time without prior notice to you. When we send you an Alert, it will be treated as available and received when it is posted to your account and transmitted to the current phone number, mobile device, or email address on file for your account. We may, in our sole discretion, deactivate the sending of Alerts to you if your account is not used for a purchase, ATM transaction, deposit or transfer for a period of ninety (90) days or more. If Alerts are deactivated for your account and you resume use of your account and wish to restore Alerts, you will be required to re-enroll your account in the Alerts Service to restore Alerts. It is your responsibility to: (i) ensure the security of your mobile device; (ii) determine if your wireless provider supports SMS; and (iii) ensure your mobile device is capable of receiving SMS or push notifications. You are solely responsible for any fees imposed of any kind whatsoever by your wireless service provider in connection with Mobile Alerts.
Sending Alerts and Opting Out. The Alerts Service allows you to receive Alerts. We send Alerts to you based upon the instructions you provide to us, including the mobile number and/or email address you provide to us during account sign-up. You hereby acknowledge and accept that each Alert may be sent to you without being encrypted and may include your name and information pertaining to your account. Information, such as your account balance, may be included. If anyone accesses your mobile device, they may be able to view the contents of these Alerts. You are solely responsible for restricting access to your mobile device and email address and maintaining the confidentiality of any information displayed through an Alert. By opening an account and receiving Alerts, you are consenting to receive Alerts and other messages delivered via text message, push notification to your mobile device, or email messages. Message and data rates may apply to your use of Mobile Alerts. See your wireless provider for pricing plan details. The SMS Alert 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 your financial institution. 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.
9. Commercial Services
Additional online features are currently available for Business Customers. These features may be subject to additional terms and conditions as provided in the Other Agreements.
• ACH Origination
• Wire Transfer Requests
• Remote Deposit Capture
• Positive Pay
We may introduce, modify, or discontinue certain features and/or functionality from time-to-time. Business Customers interested in these services should contact us for additional information.
10. Fees
We may charge you fees for the Services as set forth in the fee schedule provided pursuant to your deposit account agreement, this Agreement or any Other Agreement. Additional details regarding fees for the Services is set forth below.
Basic Service: (view balances and account transfers) – No charge
For Business Customers, additional charges may apply for services such as: ACH Origination, Wire Transfers, Remote Deposit Capture and Positive Pay. These fees may vary and are subject to separate Other Agreements.
There may be fees for additional transactions and other optional services. You agree to pay such fees and authorize us to deduct the calculated amount from your designated Billing Account for these amounts and any additional charges that may be incurred. All other fees associated with your deposit accounts will continue to apply.
Applicable fees will be charged regardless of whether the Service was used during the billing cycle.
11. Enrollment Process
You must complete the enrollment process to use the Service. You can enroll for the Service on the Internet at www.woodsborobank.com or by completing the application provided to you in connection with the Service.
The online enrollment process involves completing a secure online application or written application that we will use to verify your identity. You will be provided an Online ID and temporary Password during the enrollment process. You will then be required to establish your own Password when logging into the Service.
Business Customers interested in the commercial features of the Service should contact us at 301-898-4000 or you may send us a secure message through the Service.
12. Linked Accounts and Joint Accounts; Commonly Controlled Entities.
Linked and Joint Accounts. When you first enroll for the Service, we will link all of your designated Eligible Accounts to one Online ID (each a “Linked Account”). If you want to limit the accounts linked or the privileges assigned to a Linked Account, please contact us at [phone number] or send us a secure email message through the Service.
Business Customers may link personal Consumer accounts to the Service.
If the Eligible Accounts added to the Service are jointly held or have multiple signers, you agree that access to the information and all transactions initiated by the use of your Online ID and Password are authorized unless we have been properly notified to cancel the Service. If you designated an Eligible Account that requires more than one signature for the withdrawal or transfer of funds, you agree that we may act upon any instruction that is accompanied by the Online ID and Password designated by you or the Authorized User for that Eligible Account and the Service in question. (Note: This may mean that we may act upon the instruction of only ONE person, even though the signature card for the account in question requires two or more signatures on checks). As long as an instruction pertaining to a particular Service is accompanied by the designated Online ID and Password, the transaction will be deemed authorized by you or the Authorized User, as applicable. The terms of this Agreement will override any Other Agreement as to this issue.
If joint account holders use individual Online IDs, the Service may be identified separately and you may be charged for the use of additional Online IDs. In some cases, if your account(s) require two signatures for withdrawal, we may only grant view privileges to your Eligible Accounts through the Service.
Commonly Controlled Entities (For Business Customers Only). If permitted by us in our discretion, you may link accounts of Commonly Controlled Entities through the Service. You and each Commonly Controlled Entity agree to provide us with any documents we may request in connection with linking your accounts. You, and each Commonly Controlled Entity represent and warrant to us: (1) that each of the Commonly Controlled Entities is an entity in which you or your Parent has direct or indirect majority ownership interest; (2) that each such entity maintains one or more accounts with us; (3) that each of the Commonly Controlled Entities have provided to us an executed Certification of Beneficial Owners Form that shows all beneficial owners, including other entities, owning twenty-five percent (25%) or more interest; (4) that the person accepting this Agreement on your behalf is an authorized signatory on each of the Commonly Controlled Entity accounts with us; (5) that the acceptance of this Agreement by such person constitutes the acceptance of this Agreement, both on your behalf and each such Commonly Controlled Entity, for the purpose of granting authority for such person to perform transactions under this Agreement; (6) that all actions by such person on your behalf or on behalf of a Commonly Controlled Entity constitutes the duly authorized action of you and/or such Commonly Controlled Entity, as applicable; and (7) that each Commonly Controlled Entity listed is deemed to be a party to this Agreement.
You agree that we, in our discretion, may permit you to access your accounts maintained by us to the accounts of other Commonly Controlled Entities through the Service, to permit you to perform all transactions authorized in this Agreement, relating to such Commonly Controlled Entities’ accounts without requiring other signatures or further authorizations of the applicable Commonly Controlled Entities.
You, and each Commonly Controlled Entity, represent to us that you have entered into an agreement in which you agree to perform certain services, on behalf of Commonly Controlled Entities that requires you to have access to, and authority to conduct transactions on behalf of and with respect to, the Commonly Controlled Entities’ accounts. By entering into this Agreement, you and each Commonly Controlled Entity make such representation to us and authorize us to perform such transactions based upon your instructions.
You and each Commonly Controlled Entity represent and warrant to us that if accounts held under different taxpayer identification numbers are linked, the person entering into this Agreement is an authorized signatory for each Commonly Controlled Entity, is authorized to designate the multiple company access as described in this Agreement, and that no account included for common access is restricted from such common access by any provisions of your charter, bylaws or similar documents or any applicable laws or any existing resolution, declaration or agreement with us and that each of the requested Services has been duly and legally authorized by you and each Commonly Controlled Entity. Where accounts held under different tax identification numbers are requested to be linked, you, and each Commonly Controlled Entity, acknowledges that we shall rely on the Security Procedure outlined below to determine your authority to conduct transactions effecting all linked accounts. You and each Commonly Controlled Entity acknowledges that you and it is responsible for determining any limitations on access to the linked accounts by its officers, employees, or other designated representatives.
Where we permit linkage between Commonly Controlled Entity Accounts, you and each of the Commonly Controlled Entities hereby jointly and severally direct us and authorize us: (a) to provide complete access by you to Commonly Controlled Entities’ Account(s) and (b) to recognize, accept and effectuate all transactions initiated through the Service available under this Agreement by you, with respect to Commonly Controlled Entities’ accounts, all without further inquiry regarding: (i) the authority of the person(s) initiating the transaction(s), and (ii) any aspect of the transaction(s) itself. We shall not otherwise be deemed to have any knowledge of the provisions of any agreement between you and a Commonly Controlled Entity and duties thereunder.
By entering into this Agreement, you and each Commonly Controlled Entity represent and warrant to us that:
• you have fully advised the appropriate owners, officers, and other personnel of you and each Commonly Controlled Entity regarding the terms hereof, including with respect to, among other things, terms and conditions relating to your rights and obligations with respect to account linkage matters and with respect to the Commonly Controlled Entity’s joint and several obligations hereunder relating to such transactions; and
• you and each Commonly Controlled Entity fully agree to the bound by the terms hereof in respect of its accounts, including with respect to, among other things, the charging of fees to its accounts as described in this Agreement; (iii) you and each Commonly Controlled Entity hereby assume all obligations and risks pursuant to the terms of this Agreement with respect to transactions affecting your and each Commonly Controlled Entity’s accounts. We shall have no responsibility with respect to the application of funds pursuant to transactions under this Agreement, and our obligations with respect to such funds and account linkage matters shall be limited strictly and specifically to those expressly set forth herein.
Monthly maintenance fees for use of the Service shall be charged to one of your Eligible Accounts. All transaction fees and charges incurred for specific transactions and the Service by Commonly Controlled Entities executed using the Service shall be charged to the applicable designated Eligible Account of the applicable Commonly Controlled Entity.
You and each Commonly Controlled Entity, jointly and severally, hold us harmless and indemnify us for any loss, damage, injury, assessment, judgement or liability, suffered or incurred by us, and for any claim, proceeding, action or cause of action brought against us (including reasonable attorneys’ fees relating thereto), arising from, or in any manner in connection with any transactions executed under the terms and conditions of this Agreement.
A Commonly Controlled Entity may withdraw the authority granted under this Agreement for your Users to act on behalf of such Commonly Controlled Entity by providing written notice of such withdrawal of authority to us as provided herein, but such written notice shall not be effective until five (5) Business Days after receipt and written acknowledgement of such receipt, by us, or such earlier time as we may effectuate such withdrawal of authority. The delivery of notices, documents and correspondence to you in connection with this Agreement shall be deemed to be delivery to each Commonly Controlled Entity. You acknowledge and agree that all linked accounts shall continue to be solely used for business purposes and not for personal, family, or household purposes and you continue to have unlimited liability for transfers from your business accounts, notwithstanding the provisions of the Electronic Fund Transfer Act, Regulation E, or any standardized literature or disclosures we sent to you.
13. Signature Requirements
When any online transfer, ACH, wire transfer request or other funds transfer or payment instruction is initiated through the Service for your benefit, you agree that we may debit the designated Eligible Accounts without requiring your signature on the item and without any notice to you.
As provided in Section 12 above, requirements for dual signatures on checks, if applicable, do NOT apply to transfers initiated through the Service. If your account(s) require two signatures for withdrawal, we may upon your written request, but are not required to, only grant view privileges to your Eligible Accounts through the Service.
You agree that Authorized Users of Business Customers that may be assigned transactional capabilities through the Service will be authorized by the Business Customer to make or approve electronic transfers, even though that person’s authority to make transfers by other means may still require dual signatures.
You agree that if Authorized Users are not authorized persons on the signature card for a Linked Account, the Business Customer account owner(s) has the obligation to inform us of the new individual or individuals with such authority. Such notice must be given to us by calling us at 301-898-4000. We may, but are not obligated to, require that you complete additional documentation to add or remove Authorized Users.
14. Account Balances
Balances shown in your accounts may include deposits subject to verification by us. The balance reflected in the Service may differ from your records due to deposits in progress, checks outstanding, or other withdrawals, or charges. A transfer request may not result in immediate availability because of time required to process the request. A transfer request must be made before the Business Day Cut-off time to be effective the same Business Day.
The balances within the Service are updated periodically and the Service will display the most current "as of" date on the "accounts" summary page. There may be situations that cause a delay in an update of your balances.
15. Canceling or Changing Transfers
You cannot cancel a transfer after it has been entered into the system AND the information has been processed and/or transmitted to us through the Service; however, you can edit or change a transfer that is still “pending”.
In order to cancel or change a pending transfer, use the following procedures:
1. Log in and make edits to the appropriate transaction.
2. Edits must be made before 8:00 PM ET for transfers scheduled to be processed the same Business Day
3. You may edit a pre-scheduled (future dated/automatic) transfer any time before 8:00 PM ET on the Business Day before the scheduled transfer date.
4. For transfers, you can change the transfer amount to $0.00, or if you accidentally transfer funds to another Eligible Account with us, you can schedule another transfer to move funds to back to the original Eligible Account.
If you need to edit a pending or approved transaction after the cut-off times in the paragraph above, please contact us immediately; although in these situations, we may not have sufficient time to stop the transfer from further processing.
Separate Other Agreements with Business Customers will apply, which may provide additional detail regarding the required time-frames for submitting and making changes to wire or ACH transactions.
16. Canceling or Changing Wire Transfer Requests
Business Customers may be authorized for online wire transfer services. If a Business Customer is authorized for online wire transfer services, separate Other Agreements will apply, which may provide additional detail regarding wire transfer limits and the required time-frames for submitting and making changes to online wire transaction requests.
If you have been approved for wire transfers, you may edit or delete these types of transactions prior to “approving” the transactions. You may only edit or “unapproved” a pending wire request prior to the scheduled payment or settlement date.
When a wire transfer request is approved for the current date, it is transmitted to us immediately for processing. If a change is necessary, you must contact us immediately; in these situations, we may not have sufficient time to stop transaction from further processing. Terms and conditions of Other Agreements may apply.
17. Transaction Limitations
You may use the Service to check the balance of your Eligible Account(s) and to transfer funds among your Eligible Accounts with us. You must have sufficient funds in your account to cover the amount of any online transfers on the scheduled payment date set for the transaction, or the transaction may not be processed.
We may restrict the number of transactions that you can make from certain types of accounts, such as Money Market and Savings Accounts. Please refer to your Other Agreements for details.
18. Privacy
We understand how important privacy is to our customers. We have taken steps to protect the privacy and security of your personal information as well as your financial transactions with us. You acknowledge that we may share your information with third parties and you should read our Privacy Notice before completing the enrollment process for the Service. To view our privacy notice please visit our website at https://www.woodsborobank.com/about/privacy.
19. Internet Security; Security Procedures
The Service utilizes a comprehensive security strategy to protect your accounts and transactions conducted over the Internet. This security stagey and the security procedures set forth in this Agreement and in any Other Agreement, disclosure or schedule related to the Services are referred to as the “Security Procedures.” The Security Procedures may involve required access devices, including Online IDs, Passwords, tokens, keys, security devices, embedded algorithms, digital signatures and certifications, and other related materials which are referred to as “Access Devices.” The Security Procedures may be subject to periodic change.
Online IDs and Passwords: One of the main security features protecting the Service is the unique combination of your Online ID and Password. During the enrollment process, you will be asked to select a unique Online ID and Password. For security purposes, do not use your account number or social security number as your Online ID. Encryption and access controls are used to protect your Password within our database. If you need to reset your Password, you may use our online automated Password reset feature or you may contact us at 301-898-4000.
Because your Password is used to access your accounts, you should treat it as you would any other sensitive personal data.
• You should carefully select a Password that is difficult to guess.
• You should not use words based on your name, address or other personal information.
• Special characters may be used to increase security.
• Do NOT use dictionary words.
• Keep your Password safe.
• Memorize your Password and do NOT write it down.
• You should also change your Password occasionally, such as every 90 days.
• Passwords should not be shared with anyone, even Authorized Users.
When you enroll for the Service you agree to change your Password immediately. If you suspect that your Password has been compromised you agree to change your Password immediately. This can be done at any time from the “Options” tab after you log on to the Service.
YOU ACKNOWLEDGE THAT NEITHER WE NOR OUR SERVICE PROVIDERS WILL CONTACT YOU BY TELEPHONE, EMAIL OR TEXT MESSAGING REQUESTING PERSONAL INFORMATION, SUCH AS YOUR ONLINE ID, PASSWORD, CREDIT CARD NUMBER, ATM CARD NUMBER OR ATM PIN. YOU THEREFORE AGREE THAT IF YOU ARE CONTACTED BY ANYONE REQUESTING THIS TYPE OF INFORMATION, YOU WILL NOT PROVIDE ANY INFORMATION AND CONTACT US IMMEDIATELY.
Encryption: Encryption is the process of scrambling data content through hardware or software in order to protect the confidentiality of a file’s contents. The Service uses Secure Socket Layer (SSL) encryption technology for everything you do while using the Service. Your browser automatically activates this technology when it attempts to connect to our Service. The Service requires a browser that supports 128-bit encryption, and we will warn you if your browser does not meet this requirement.
Whenever SSL is securing your communications, the browser will typically indicate this secure session by changing the appearance of a small icon of a padlock at the bottom of the screen from “open” to “locked”. What this means to you is that your communications are scrambled from your browser to our servers at all times to help prevent any unauthorized party from reading the information as it is carried over the Internet.
Certificate Authentication: The servers hosting the Service have been certified by a certificate authority to assure you that you are actually talking to the Service instead of someone pretending to be us. By clicking on the lock within the Service, you can view the certificate to ensure it’s valid.
Multi-Layered Authentication: We use multi-layered authentication (or enhanced security) to help prevent unauthorized access to your accounts. As part of our enhanced security solution the Service will ask you to select challenge questions which may be used to help verify your identity in the event unusual login or transaction activity is detected. We may also send you a One Time PIN (OTP) which can be used to help authenticate your login or transaction requests.
20. Your Security Obligations
YOU ARE SOLELY RESPONSIBLE FOR THE MAINTENANCE, INSTALLATIONS, AND OPERATION OF YOUR COMPUTER INCLUDING BUT NOT LIMITED TO THE USE OF FREQUENTLY UPDATED ANTI-VIRUS PROTECTION.
NEITHER WE NOR OUR SERVICE PROVIDERS SHALL BE RESPONSIBLE FOR ANY DELAYS, ERRORS, DELETIONS, FAILURES, OR DISCLOSURE OF SENSITIVE PERSONAL OR BUSINESS INFORMATION THAT MAY OCCUR AS A RESULT OF ANY VIRUS, TROJAN, SHARED PASSWORD, OR MALFUNCTION BECAUSE OF YOUR COMPUTER OR SOFTWARE OR YOUR FAILURE TO ADEQUATELY MAINTAIN AND SECURE YOUR COMPUTER, SOFTWARE, ONLINE ID, AND/OR PASSWORD.
You further agree to the following:
• All Authorized Users will sign-off after every session. While online sessions will automatically end after a period of inactivity, logging off can help protect you in case you accidentally leave your computer unattended.
• You will not use public computers (e.g., computers in a library, Internet café or hotel business center) to access the Services. The security of public or shared computers cannot be assured.
• You will always keep your computer’s operating system and browser fully patched for critical security issues. We recommend use of the most current, fully patched, versions of Internet browsers for accessing the Service.
• You will always keep your anti-virus and anti-spyware software current and routinely scan your computer, servers, and electronic media using reliable virus detection and anti-spyware products. Undetected or un-repaired viruses or malicious software (malware) may affect the performance of your computer, corrupt and destroy your programs, files, and even your hardware. Furthermore, undetected or un-repaired viruses or malware may affect the security of the Services and the privacy of personal information stored on your computer. If your computer is compromised by some form of malware, virus, or Trojan, you could unintentionally transmit sensitive account information or personal data to another third party or transmit a virus to other computers.
• You will always use a firewall product (hardware and/or software), especially if you have a broadband Internet connection such as DSL or cable modem.
• If you use a wireless Internet connection to access the Services, you will ensure that the wireless network is encrypted.
Occasionally we may post important security notices on our website and/or send you security related notices or reminders. You agree that it is your responsibility to read all security notices.
21. Protecting Your Password
When you or your Authorized Users accept the terms and conditions of this Agreement, you agree not to give or make available your Password or other means to access the Services to any unauthorized individual(s). You are responsible for all transactions authorized or requested though the Service using a valid Online ID and Password, including those situations when your Online ID and Password are obtained due to compromise to your computer. If you permit other persons to use the Service with your Online ID and/or Password, or other means to access the Services, you agree that you are responsible for any transactions processed.
If you believe that your Online ID, Password or other means to access the Services has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify us at once by calling 301-898-4000 during customer service hours. You can also contact us by sending a secure message through the Service.
IF YOU OR YOUR AUTHORIZED USERS DISCLOSE YOUR ONLINE ID AND/OR PASSWORD TO ANYONE, AND/OR IF YOU ALLOW SOMEONE TO USE YOUR ONLINE ID AND/OR PASSWORD TO ACCESS YOUR ACCOUNTS, YOU ARE AUTHORIZING THEM TO ACT ON YOUR BEHALF AND YOU WILL BE RESPONSIBLE FOR ANY USE OF THE SERVICE BY THEM (E.G., SUCH AS WHEN YOU PROVIDE THIS INFORMATION TO A JOINT ACCOUNT HOLDER, AN EMPLOYEE, AN AGGREGATION SERVICE PROVIDER, OR WHEN YOUR COMPUTER IS COMPROMISED BY A KEY STROKE LOGGING VIRUS OR ANY OTHER TYPE OF MALWARE).
You agree that we may send notices and other communications, including Password change confirmations, to the current email address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual.
When you sign onto the Service using your Online ID and Password, you authorize us to follow the instructions we receive relating to your account(s) and to charge and credit your account(s) according to those instructions. Because your Online ID and Password are the principal security measures to protect access to your account(s), you agree to keep all user ID and Password information confidential and to take all reasonable precautions to protect the secrecy of this information. If you give your Online ID or Password or make it available to another person, you authorize that person to access your account(s) through the Service and to give us instructions relating to your account(s) as an Authorized User, as that term is defined above. You also authorize us to comply with those instructions even if that person exceeds your authorization. We have no responsibility for establishing the identity of any person who uses your Password. You agree that you are liable for any transaction receive by us which includes your Password.
Except to the extent prohibited by applicable law or regulation, you will be deemed to have expressly authorized any Service transaction facilitated through the website:
• Initiated using your Online ID and Password and when we have compiled with the Security Procedures that were agreed to between you and us, even if you did not initiate the transaction;
• Initiated by you, at your direction, with your Online ID and Password, or with your consent (whether express or implied);
• Initiated by an agent or Authorized User with respect to any account which you may access through the Service;
• Initiated by a member of your household, whether or not related to you;
• Initiated by any person (or that person’s agent) who is the owner or co-owner of any account which you may access through the Service;
• Which results in the transfer of funds between accounts you may access through the Service, even if subsequent transfers out of the accounts benefit someone else;
• Which is to or for your benefit (for example, the payment of a debt for which you are partially or fully liable); or
• 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.
22. Security; Reliance on Your Instructions.
Your Role in Preventing Misuse. You understand the importance of your role in preventing misuse of your Eligible Accounts through the Service and you agree to promptly examine your periodic paper and/or electronic statement for each of your Eligible Accounts as soon as you receive it. This obligation is in addition to any obligations you have in your Other Agreements related to your Eligible Accounts or other agreements to promptly review your statements and report errors.
Confidentiality of Information. You agree to protect the confidentiality of your account and account number, your Online ID and Password, your challenge questions and answers, your Personal Identification Number (PIN), and your personal identification information, such as your driver’s license number and social security number. You understand that personal identification information by itself or together with information related to your account, may allow unauthorized access to your account. Online ID and Password are intended to provide security against unauthorized entry and access to your accounts. Data transferred via the Service utilizes identification technology to verify that the sender and receiver of the system transmissions can be appropriately identified by each other. Notwithstanding our efforts to ensure that the system is secure, you acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing the Service, or e-mail transmitted to and from us, will not be monitored and read by others.
We will rely and act on instructions we receive through the Service. You are responsible and liable for those transactions to the extent allowed by law and as provided in this Agreement and all of our Other Agreements with you. 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. You agree that you have been provided with a disclosure of the Security Procedures that will be used to authenticate transactions through the Service. You agree that those security measures are commercially reasonable security measures and that we may rely upon any instructions we receive upon authentication using these agreed upon Security Procedures.
23. Your Responsibilities
You bear the risk of using the Services, including the risk of erroneous and fraudulent transactions and the risk of all transactions using your Online ID and Password, and your liability for any online banking transactions where we followed the Security Procedures is unlimited. Unless otherwise required by applicable law, we are responsible only for performing the Services as delineated in this Agreement. We will not be liable to you for failure to make a requested transfer or otherwise in the instances set forth above. If the transaction is made using your Online ID and Password, the transfer will be treated as your authorized transaction. You agree to keep your Password secure and strictly confidential, instruct each Authorized User with whom you give your Password that he or she is not to disclose it to any unauthorized person, and immediately notify us and select a new password if you believe your Password may have become known by an unauthorized person. We will not be liable to you for any unauthorized payment or transfer using your Password that occurs before you have notified us of unauthorized use and we have had a reasonable opportunity to act. We have the right to suspend or cancel your access to the Service and your Online ID or Password even without receiving such notice from you, if we suspect that your information is being used in an unauthorized, fraudulent, or illegal way. You agree that we may send notices and other communications, including passcode confirmations, to the current address or email address shown in our records, whether or not that address includes a designation for delivery to the attention of a particular individual. You further agree that we will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business.
24. Compliance with Security Procedures; Safeguarding Access Devices
You agree to comply with all security measures and Security Procedures for access to and use of the Services as specified by us in this Agreement as may be modified from time to time. You agree to maintain the confidentiality and control of all Access Devices and to take all reasonable precautions to safeguard the Access Devices and prevent unauthorized access to your account(s) and any Access Devices. You are responsible for maintaining the security of your data and ensuring that your systems are secure and adequately backed up. You shall take all commercially reasonable measures and exercise all commercially reasonable precautions to prevent the unauthorized access, disclosure, or use of all Access Devices associated with or necessary for your use of the Services. You are responsible for the security of all such Access Devices, Online IDs, and Passwords. We will have no liability if you or your employees or agents disclose the Access Devices or disclose the Security Procedures. Any such disclosure will be treated as you consent to provide this information to that third party and provide him/her/them with access to your account(s). Your use of a Service constitutes your agreement that the Security Procedures for that Service are commercially reasonable. We may change our Security Procedures at any time and will notify you in advance of any such change. You agree to promptly implement the change upon receipt of our notice. Use of the Service after we provide notice of a change constitutes your acceptance of the changed Security Procedures. We may deny you access to a Service if you do not accept an updated Security Procedure or execute a proper waiver of the additionally offered security procedures. We may also set limits for a particular Service.
You agree that you are solely responsible for ensuring that Access Devices are assigned and accessible only to Authorized Users who have authority to access and use the Services and your account(s). You agree to train such persons with respect to the proper use and implementation of the Security Procedures and Access Devices and to provide ongoing and regular oversight and monitoring of those procedures, any Authorized Users, and any Access Devices. You agree to establish and maintain your own internal Security Procedures and controls to ensure and promote the protection and confidentiality of the Security Procedures and the Access Devices. You will be solely responsible for any loss or damage suffered by you or a third party resulting directly or indirectly from your failure to comply with the required Security Procedures. Additional Users added to your account(s) are added at your sole risk and responsibility.
You have sole responsibility for ensuring that your computers or other electronic equipment used to access and make use of the Services are within your custody and control, secure and free from all types of electronic viruses and malware that may compromise their security or the security of the Access Devices. You acknowledge and understand that the Services are accessed through the Internet, which is a public system over which we have no control and that, accordingly, you should only use a computer or other electronic device to enter any request under the Services that is in the secured location and that is used only by your Authorized Users and that your network and network hardware is secure. You further agree that it is your responsibility to set up, maintain, and review your security arrangements, and to update, maintain, and properly use industry standard security products that are appropriate for you, including firewalls, anti-virus protection, anti-spyware protection and patches that apply to a known exploitable vulnerability. You agree that no individual will be allowed to access and make use of the Services without proper supervision and strict security controls. We shall be fully protected in relying on the correct Access Devices and absent a breach of security in our internal systems, or any circumstances where we do not act in good faith, we shall have no responsibility for, and you assume full responsibility for, any erroneous, fraudulent, mistaken, illegal, or wrongful use of the Services resulting from a breach of security, including a breach of security occurring on or in connection with your systems, including without limitation any use of the Services resulting from viruses, trojans, worms, phishing, pharming, keylogging, or other fraudulent activity enabled by malware or other destructive or disrupted components, regardless of the source or cause.
To further enhance your security, you agree to follow these minimum general safety guidelines:
• You and your Authorized Users will never walk away from your computer while logged on to the Services.
• You and your Authorized Users will check your account balances and activity daily and report any suspicious activity immediately to us.
• You and your Authorized Users will memorize the codes that are part of your Access Devices and change them regularly.
• You, your Administrator, and your Authorized Users will never disclose any of the Access Devices to any person other than the Administrator and Authorized Users.
• You and your Authorized Users will create complex passwords in compliance with this Agreement.
• You and your Authorized Users will read and stay aware of the best practices for online banking security, as they may be updated from time to time.
• You and your Authorized Users will read any best practices materials, updates, notices, or warnings from us and follow the guidance contained therein.
You are required to put in place internal controls to ensure that all external requests for transfer of funds in using the Services are approved by a person other than the person inputting, sending, or delivering the request to us (“Dual Controls”). If you determine that, notwithstanding our requirement, you wish us to accept and process external funds transfer requests with the approval of only one Authorized User, in the event of unauthorized access to your accounts, you will be responsible for such access if such access could have been prevented through the use of Dual Control and you elected to decline this additional security.
25. Our Liability for Failure to Complete Transactions
We will use commercially reasonable efforts to make all your transfers properly. However, we shall incur no liability if we are unable to complete any transactions initiated by you because of the existence of any one or more of the following circumstances:
1. If, through no fault of ours, your Eligible Account(s) does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account (if applicable);
2. A payee, transferee, or its financial institution mishandles or delays handling funds properly sent by us for any reason;
3. The Service is not working properly, and you know or have been advised by us and/or our Service Providers about the malfunction before you execute the transaction;
4. Your computer, software, communication line, PC, modem, or ISP was not working properly, and you knew or should have known about the malfunction when you started the transaction;
5. You have not provided the Service with the correct information, or the correct name, address, phone number, transfer or payment amount, or account information;
6. Your Eligible Account(s) is closed or restricted by us;
7. The transaction request involves funds subject to hold, dispute, restriction, or is subject to a legal process we believe restricts, delays, or prevents their withdrawal;
8. We have reason to believe that a transaction request may not be authorized by you or any third party whose authorization we believe is necessary; and/or
9. Circumstances beyond control of the Service, our Service Providers, or us (such as, but not limited to, earthquakes, fire, flood, acts of God, computer failures, electrical outages, government restraint, Internet or ISP disruptions, or other interference from a third party or an outside force, or a delay in the transmittal of a payment by mail or otherwise) prevented the proper completion of the transaction despite reasonable precautions taken by us to avoid those circumstances.
26. Documentation Transfers
Information regarding online banking transactions through the Services will be reflected on the account detail in the Service and in your periodic account statement(s).
27. Provisions Applicable Only to Consumer and Sole Proprietors Deposit Accounts
A. Errors and Questions
In case of errors or questions about your electronic transactions, you should notify us as soon as possible through one of the following methods:
• Telephone us at: 301-898-4000
• Write to us at: 5 N Main Street, Woodsboro, MD 21798
• Contact us by using the secure messaging feature within the Service.
You can also send us an email to customerservice@woodsborobank.com, but this is not a secure email address; so please do not include any confidential or personal information when using this address.
If you think your statement is incorrect or you need more information about an electronic transfer or other transaction listed on the statement, you agree to notify us immediately. The terms and conditions of your deposit account agreement and Other Agreements shall apply with regard to your responsibility to review your account statements.
B. Electronic Funds Transfer Provisions for Consumer Accounts
Applicability. The provisions of this Section 27 are only applicable to online electronic fund transfers that credit or debit a Consumer's checking, savings or other asset account and are subject to the Federal Reserve Board's Regulation E (an "EFT"). When applicable, we may rely on any exceptions to these provisions that are contained in Regulation E. All terms that are not defined in this Agreement but which are defined in Regulation E shall have the same meaning when used in this Section.
Your Liability. The following determines your liability for any unauthorized EFT or any series of related unauthorized EFTs:
i. Generally, tell us AT ONCE if you believe your Online ID or Password or other access device has been lost or stolen, or if you believe an electronic funds transfer has been made without your permission using information from your check or otherwise. Telephoning us is the best way of keeping your possible losses down. If you notify us within two (2) Business Days after your Password has been lost or stolen, your liability will not exceed $50.00 if someone has accessed your account without your permission.
ii. If you fail to notify the Bank within two (2) Business Days after your Password was lost or stolen, and we can prove that we could have prevented the unauthorized use of your account if you had notified us, you may be liable for up to $500.00.
iii. You must report immediately an unauthorized EFT that appears on your periodic statement, no later than sixty (60) days from transmittal of the statement to avoid liability for subsequent transfers. If you do not tell us within sixty (60) days after the statement was sent to you, you may lose any amount transferred without your authorization after the sixty (60) days if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a hospital stay) prevented you from telling us, we may in our sole discretion extend the period. You may also be liable for the amounts as described in Subsections (i) and (ii) above, as applicable.
iv. If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) Business Days.
v. We will determine whether an error occurred within ten (10) Business Days (twenty (20) Business Days if the transfer involved a new account) after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days (ninety (90) days if the transfer involved a new account, point-of-sale, or an out-of-state initiated transaction) to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) Business Days (twenty (20) Business Days if the transfer involved a new account) for the amount you think is in error, so that you will have use of the money during the time it 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 ten (10) Business Days, we may not credit your account. Your account is considered a new account for the first thirty (30) days after the first deposit is made.
vi. We will tell you the results within three (3) Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation.
vii. You may ask for copies of the documents that we used in our investigation.
viii. You may notify us by telephone or in writing. Notification by general email to report an unauthorized transaction is not secure and therefore not advised.
28. Provisions Applicable Only to Business Accounts
A. Protecting Your Account(s)
The Service will allow Business Customers to establish individual Online IDs, Passwords and privileges for each Authorized User. Transaction history is maintained for each Online ID. Additional fees maybe assessed for each Online ID or Authorized User that is established.
BUSINESS CUSTOMER(S) WILL BE SOLELY RESPONSIBLE FOR DESIGNATING AUTHORIZED USERS AND ASSIGNING PRIVILEGES WITHIN THE SERVICE.
As a security measure, Business Customers should evaluate and implement the Dual Control features within the Service for ACH Origination and wire transfers.
B. Administrator(s)
A Business Customer shall be solely responsible for designating the individual(s) as Administrator(s) who will have full access to the Services and its features.
An Administrator may further authorize other individual Authorized Users who may be granted full or limited online access to the Eligible Accounts and may also be granted full or limited access to originate ACH transactions and/or wire transfers. Dual Control should be established to help regulate the actions of multiple Authorized Users.
For security and auditing purposes, each Administrator and Authorized User should be assigned separate Online IDs and Passwords. All cash management activity is tracked at the Business Customer level and is viewable by both the Administrator and Authorized Users in the online history. Internal transfers are tracked for each Online ID.
Business Customer understands that there may be a charge for multiple Authorized Users. You agree to pay all such charges and authorize us to deduct such charges from your account and any additional charges that may be incurred by you. Any fees associated with your standard business deposit account(s), as described in our fee schedule will continue to apply.
C. ACH Origination
Authorized Users of Business Customers who have been approved for ACH origination privileges may edit, delete, or “un-approve” ACH transactions prior to the scheduled date for the transaction. Separate Other Agreements will detail the required timeframes for submitting and making changes to ACH transactions.
If ACH batch transactions have been approved and submitted to us for processing, you must contact us immediately if any changes are necessary after the designated cut-off time. In these situations, we may not have sufficient time type to stop the transactions from processing before the schedule payment date.
D. Business Customer Liability
BUSINESS CUSTOMER REPRESENTS AND WARRANTS THAT IT’S AUTHORIZED USERS HAVE THE APPROPRIATE AUTHORITY TO INITIATE TRANSACTIONS THROUGH THE SERVICE. BUSINESS CUSTOMER ALSO REPRESENTS AND WARRANTS THAT IT MAINTAINS OR REQUIRES CURRENT AND UPDATED ANTI-VIRUS SOFTWARE ON ALL COMPUTERS USED TO ACCESS THE SERVICE BY IT OR ON IITS BEHALF.
BUSINESS CUSTOMER AUTHORIZES US AND OUR SERVICE PROVIDERS TO ACT UPON, AND AGREES TO BE BOUND BY, ANY TRANSACTION, WHETHER OR NOT AUTHORIZED, THAT IS INITIATED WITH AN ONLINE ID AND PASSWORD OF ANY AUTHORIZED USER(S).
FURTHERMORE, ANY INSTRUCTIONS, DIRECTIONS, OR OTHER INFORMATION PROVIDED BY THE BUSINESS CUSTOMER, OR ANY OF ITS AUTHORIZED USERS, WILL BE DEEMED TO HAVE BEEN AUTHORIZED BY THE BUSINESS CUSTOMER. WE AND OUR SERVICE PROVIDERS WILL NOT BE RESPONSIBLE FOR VERIFYING THE IDENTITY OR AUTHENTICITY OF ANY PERSON CLAIMING TO BE AN AUTHORIZED USER OF THE BUSINESS CUSTOMER.
BUSINESS CUSTOMER ASSUMES ANY AND ALL LIABILITY ARISING FROM THE USE OR MISUSE OF THE SERVICE OR ELIGIBLE ACCOUNTS BY ITS AUTHORIZED USERS OR AS A RESULT OF A COMPROMISED COMPUTER DUE TO A BREACH OF ANY OF THE FOREGOING WARRANTIES. BUSINESS CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS US AND OUR SERVICE PROVIDERS FOR ANY LIABILITY AND DAMAGES RESULTING FROM OR ACTING UPON ANY TRANSACTION, DIRECTION, INSTRUCTION, OR INFORMATION THAT IS INITIATED WITH AN ONLINE ID AND PASSWORD OF BUSINESS CUSTOMER’S AUTHORIZED USER(S) REGARDLESS OF WHETHER SUCH TRANSACTION, DIRECTION OR INSTRUCTION IS MADE BY AN AUTHORIZED USER.
BUSINESS CUSTOMER AGREES THAT WE MAY SEND NOTICES AND OTHER COMMUNICATIONS, INCLUDING EMAILS, TO THE CURRENT ADDRESS SHOWN IN OUR RECORDS, WHETHER OR NOT THAT ADDRESS INCLUDES A DESIGNATION FOR DELIVERY TO THE ATTENTION OF ANY PARTICULAR INDIVIDUAL. YOU FURTHER AGREE THAT WE AND/OR OUR SERVICE PROVIDERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU IN ANY WAY IF INFORMATION IS INTERCEPTED BY AN UNAUTHORIZED PERSON, EITHER IN TRANSIT OR AT YOUR PLACE OF BUSINESS. IN ADDITION, YOU AGREE TO:
• REQUIRE ALL AUTHORIZED USERS TO KEEP PASSWORDS SECURE AND STRICTLY CONFIDENTIAL.
• IMMEDIATELY NOTIFY US AND SELECT A NEW PASSWORD IF YOU OR YOUR AUTHORIZED USERS BELIEVE YOUR PASSWORDS MAY HAVE BECOME KNOWN TO AN UNAUTHORIZED PERSON.
WE MAY DISABLE PASSWORDS OF AUTHORIZED USERS EVEN WITHOUT RECEIVING SUCH NOTICE FROM YOU, IF WE SUSPECT PASSWORDS ARE BEING USED IN AN UNAUTHORIZED OR FRAUDULENT MANNER.
BUSINESS CUSTOMERS SHALL BE SOLELY RESPONSIBLE FOR THE DEVELOPMENT AND IMPLEMENTATION OF ALL COMMERCIALLY REASONABLE SECURITY PROCEDURES AND INTERNAL CONTROLS TO PROTECT THEIR COMPUTER SYSTEMS USED TO ACCESS THE SERVICE.
WE AND OUR SERVICE PROVIDERS SHALL HAVE NO OBLIGATION, LIABILITY OR CONTROL, EITHER DIRECTLY OR INDIRECTLY CONCERNING THE BUSINESS CUSTOMERS’ SELECTION OF SECURITY SYSTEMS, INTERNAL CONTROLS OR DEVICES USED TO PROTECT ITS COMPUTER SYSTEM(S). FURTHERMORE, NEITHER WE NOR OUR SERVICE PROVIDERS SHALL HAVE CONTROL OVER BUSINESS CUSTOMERS’ DEVELOPMENT OR IMPLEMENTATION OF SAID SECURITY PROCEDURES OR INTERNAL CONTROLS OR THE FAILURE OF BUSINESS CUSTOMER TO MAINTAIN SAID PROCEDURES OR CONTROLS.
BUSINESS CUSTOMERS SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM ANY AUTHORIZED OR UNAUTHORIZED ACCESS TO THE SERVICE USING A VALID ONLINE ID AND PASSWORD.
E. Commercially Reasonable Security Procedures
WHEN YOU ACCEPT THIS AGREEMENT AND USE THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE INCLUDES SECURITY MEASURES WHICH ARE COMMERCIALLY REASONABLE.
YOU AGREE TO BE BOUND BY OUR SECURITY PROCEDURES AND INSTRUCTIONS, WHICH MAY BE PERIODICALLY UPDATED. YOU AGREE TO REVIEW AND IMPLEMENT ALL SECURITY PROCEDURES AVAILABLE IN CONNECTION WITH THE SERVICE, INCLUDING PROCEDURES TO PROTECT THE CONFIDENTIALITY OF YOUR ONLINE ID AND PASSWORD AND THE SAME FOR YOUR AUTHORIZED USERS. YOU AGREE TO NOTIFY US IN THE EVENT THAT YOUR USE OF THE SERVICE WOULD NECESSITATE OR BE BETTER SERVED BY A LEVEL OF SECURITY THAT EXCEEDS THAT OFFERED BY THE SERVICE. IF YOU FAIL TO NOTIFY US, YOU ACKNOWLEDGE AND AGREE THAT THE SECURITY ASPECTS OF THE SERVICE ARE APPROPRIATE FOR YOUR NEEDS AND WILL PROVIDE YOU WITH A COMMERCIALLY REASONABLE DEGREE OF SECURITY AGAINST UNAUTHORIZED USE.
F. Errors and Questions
In case of errors or questions about your transactions, you should as soon as possible notify us through one of the following methods:
• Telephone us at: 301-898-4000 during customer service hours;
• Write us at: 5 N Main Street, Woodsboro, MD 21798
G. Your Liability for Unauthorized Transfers
You must notify us of errors, discrepancies, or possible unauthorized transactions immediately upon learning of the discrepancy. The terms and conditions of your deposit account agreement and Other Agreements shall apply with regard to your responsibility to review your account statements.
We and our Service Providers shall have no liability to you for any unauthorized transactions made using your Password that occurs before you have notified us of any possible unauthorized use, and we have had a reasonable opportunity to act upon that notice.
H. Limitation of Our Liability
WE AND OUR SERVICE PROVIDERS WILL BE DEEMED TO HAVE EXERCISED ALL DUE CARE AND TO HAVE ACTED REASONABLY IF WE ACT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND WILL BE LIABLE FOR LOSS SUSTAINED BY YOU ONLY TO THE EXTENT SUCH LOSS IS CAUSED BY OUR WILLFUL MISCONDUCT. WE AND OUR SERVICE PROVIDERS WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE:
• RELATED TO THE DISHONESTY OF THE BUSINESS CUSTOMER’S EMPLOYEES, OFFICERS, AGENTS, AUTHORIZED USERS; OR
• RESULTING FROM ANY RECEIVING FINANCIAL INSTITUTION’S FAILURE TO ACCEPT ANY PAYMENT OR FUNDS TRANSFER REQUEST;
IF WE AND/OR OUR SERVICE PROVIDERS FAIL OR DELAY IN MAKING A PAYMENT OR TRANSFER PURSUANT TO YOUR INSTRUCTION, OR IF WE MAKE A PAYMENT OR TRANSFER IN AN ERRONEOUS AMOUNT WHICH IS LESS THAN THE AMOUNT PER YOUR INSTRUCTION, UNLESS OTHERWISE REQUIRED BY LAW OUR LIABILITY SHALL BE LIMITED TO INTEREST ON THE AMOUNT WHICH WE FAILED TO TIMELY PAY, 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 INSTRUCTION.
WE MAY PAY SUCH INTEREST EITHER TO YOU OR THE INTENDED RECIPIENT OF THE PAYMENT OR TRANSFER, BUT IN NO EVENT WILL WE BE LIABLE TO BOTH PARTIES, AND OUR PAYMENT TO EITHER PARTY WILL FULLY DISCHARGE ANY OBLIGATION TO THE OTHER. IF WE MAKE A PAYMENT IN AN ERRONEOUS AMOUNT WHICH EXCEEDS THE AMOUNT PER YOUR PAYMENT INSTRUCTION, OR IF WE PERMIT AN UNAUTHORIZED PAYMENT AFTER WE HAVE HAD A REASONABLE TIME TO ACT ON A NOTICE FROM YOU OF POSSIBLE UNAUTHORIZED USE AS DESCRIBED ABOVE, UNLESS OTHERWISE REQUIRED BY LAW, OUR LIABILITY WILL BE LIMITED TO A REFUND OF THE AMOUNT ERRONEOUSLY PAID, PLUS INTEREST THEREON FROM THE DATE OF THE PAYMENT 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 THE DISTRICT NEAREST TO US FOR EACH DAY INTEREST IS DUE, COMPUTED ON THE BASIS OF A THREE HUNDRED SIXTY (360) DAY YEAR.
WE WILL NOT BE RESPONSIBLE FOR ANY DELAY, FAILURE IN PERFORMANCE OR INTERRUPTION OF SERVICE, RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF GOD, ACTS OF CIVIL OR MILITARY AUTHORITIES, CIVIL DISTURBANCES, TERRORISM, WARS, STRIKES OR OTHER LABOR DISPUTES, FIRES, TRANSPORTATION CONTINGENCIES, INTERRUPTIONS IN TELECOMMUNICATIONS OR INTERNET SERVICES OR NETWORK PROVIDER SERVICES, FAILURE OF EQUIPMENT AND/OR SOFTWARE, OTHER CATASTROPHES OR ANY OTHER OCCURRENCES WHICH ARE BEYOND OUR REASONABLE CONTROL.
NO THIRD PARTY WILL HAVE RIGHTS OR CLAIMS AGAINST US AND OUR SERVICE PROVIDERS UNDER THIS AGREEMENT. THE TERMS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.
29. Discrepancies.
We assume no responsibility for the accuracy or timeliness of information provided by, or retrieved from, other institutions or other parties to your transactions. You agree to provide us with prior written notice of any changes in your designated accounts with payees and other institutions that would affect our right or ability to process Service transfers or payments. If a transfer or payment instruction identifies a payee or a financial institution by name and account or other identifying number, we and other financial institutions may process the transaction solely on the basis of the number, even if it identifies a different person or entity from what is indicated in the instruction. We have no obligation to identify and investigate discrepancies between names and numbers.
30. No Extension of Credit.
If any Service provided through the Service involves a debit to any of your Eligible Accounts or any other account you maintain with us, you must have on deposit in such accounts sufficient amounts to enable us to make the debit. Nothing in the Agreement will constitute or be deemed a commitment by us to extend credit to you, or to grant to you “overdraft” privileges. We will not have any obligation to make any funds available to you to affect any payment being made by you or to enable you to use any one or more of the Services. Any obligation to extend credit to you or otherwise make funds available to you shall be set out in a separate agreement executed by us through a person authorized to make credit decisions on our behalf.
31. Grant of Security Interest.
As security for your obligations to us under the Agreement, you grant to us a present and continuing security interest in the following: (i) all of your accounts (including without limitation your Eligible Accounts) and all distribution/collection points related to any one or more of your accounts associated with the Service; (ii) all now existing and all hereafter arising contract rights relating to your accounts associated with the Service and the distribution/collection points related to any one or more of your accounts; (iii) all cash, checks, drafts, instruments, chattel paper, money orders, remittances, wire transfers, accounts, securities and other items of value or payment intangibles belong to you or payable to you, which are now in or may in the future be in or paid or deposited to your accounts and which are now in or may in the future be in or deposited in any distribution/collection points related to any of your accounts; and (iv) all present proceeds and future proceeds of or related to the foregoing accounts, depository/collection points and cash, checks, drafts, instruments, chattel paper, money orders, remittances, wire transfers, accounts, securities and other items of value or payment intangibles.
32. Alterations and Amendments
This Agreement, applicable fees and service charges may be altered or amended from time-to-time. In such event, we will provide notice to you by mail or electronic message. Any use of the Service after we provide you a notice of change will constitute your agreement to such change(s). Further, we may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates.
33. Address, E-mail, or Account Changes
When you enroll in the Service, we may send you a “Welcome” e-mail. We may also send you e-mails and/or secure messages through the Service regarding important matters regarding the Service, your accounts, and/or changes to this Agreement. You must provide us your current e-mail address in order for us to deliver this information to you.
It is your sole responsibility to ensure that your contact information is current and accurate. This includes, but is not limited to, name, address, phone numbers, and e-mail addresses.
Any changes to your Eligible Account(s) should also be made in accordance with the procedures outlined above.
34. Service Termination, Cancellation, or Suspension
In the event you wish to cancel the Service, please contact us at 301-898-4000 or send us a secure email through the Service.
All scheduled transactions will not be processed once the Service is cancelled. You will remain responsible for any fees associated with the Service prior to the effective cancellation date.
We may terminate or suspend the Service to you at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.
Access to our Service may be canceled in whole or part without prior notice due to insufficient funds in one of your accounts or other circumstances that may create an unanticipated liability to us. If your account(s) (1) is closed, (2) restricted for any reason, or (3) if there has not been any Service activity for a period of six (6) consecutive months, accessibility will automatically terminate.
After termination or suspension of the Service, we may consider reinstatement once sufficient funds are available in your accounts to cover any fees and other pending transfers or debits. In order to request reinstatement of the Service, you must call us at 301-898-4000.
35. Exclusions of Warranties and Limitation of Damages
YOU AGREE YOUR USE OF THE SERVICE AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES AND SERVICE PROVIDERS) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THAT TRANSMISSIONS WILL BE SECURE, (v) THE SERVERS THAT MAKE THE SERVICES AVAILABLE WILL BE AVAILABLE, ARE FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS, AND (vi) ANY ERRORS IN THE SERVICE OR TECHNOLOGY WILL BE CORRECTED.
NOTWITHSTANDING OUR EFFORTS TO ENSURE THAT THE SERVICE IS SECURE, WE CANNOT AND DO NOT WARRANT THAT ALL DATA TRANSFERS VIA THE SERVICE WILL BE FREE FROM MONITORING OR ACCESS BY OTHERS.
WE ARE NOT RESPONSIBLE FOR AND YOU AGREE TO HOLD US HARMLESS FROM ANY DAMAGES, LOSSES, COSTS, ERRORS, DELETIONS, OR FAILURES THAT OCCUR AS A RESULT OF OR IN CONNECTION WITH ANY MALFUNCTION OF YOUR COMPUTER OR SOFTWARE, OR YOUR FAILURE TO OBTAIN ADEQUATE ONLINE SECURITY HARDWARE AND SOFTWARE, NOR WILL WE BE RESPONSIBLE FOR ANY COMPUTER VIRUSES THAT AFFECTSYOUR COMPUTER OR SOFTWARE WHILE USING THE SERVICE. IN ADDITION, WE WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY ACCESS OR ATTEMPTED ACCESS TO YOUR COMPUTER OR SOFTWARE WHILE USING THE SERVICE OR OUR WEBSITE.
WE ARE NOT RESPONSIBLE AND YOU AGREE TO HOLD US HARMLESS FOR SECURITY BREACHES CAUSED BY OR ARISING FROM A BREACH OF YOUR COMPUTER SYSTEM, INTERNET PROVIDER OR YOUR MOBILE DEVICE CARRIER.
YOU ARE SOLELY RESPONSIBLE FOR THE MAINTENANCE, INSTALLATIONS, AND OPERATION OF YOUR COMPUTER INCLUDING BUT NOT LIMITED TO THE USE OF UPDATED ANTI-VIRUS PROTECTION.
NEITHER WE NOR OUR SERVICE PROVIDERS SHALL BE RESPONSIBLE FOR ANY DELAYS, ERRORS, DELETIONS, FAILURES, OR DISCLOSURE OF PERSONAL OR BUSINESS ACCOUNT INFORMATION THAT MAY OCCUR AS A RESULT OF ANY VIRUS, TROJAN, SHARED PASSWORD, OR MALFUNCTION OF YOUR COMPUTER OR SOFTWARE OR YOUR FAILURE TO ADEQUATELY MAINTAIN AND SECURE YOUR COMPUTER AND SOFTWARE.
IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, LOSS OF DATA, FILES, PROFIT OR GOODWILL OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE), INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OUR WEBSITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, ANY EQUIPMENT, SOFTWARE, MERCHANDISE OR SERVICES PURCHASED OR OBTAINED USING OUR WEBSITE OR THE SERVICES, OR ANY MESSAGES RECEIVED VIA OUR WEBSITE OR THE SERVICES OR ANY TRANSACTIONS THEREUNDER, EVEN IF WE HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF US AND OUR SERVICE PROVIDERS UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE FEDERAL LAW.
36. Indemnification.
Except as otherwise set forth in this Agreement, you agree to indemnify, defend, and hold us harmless from all claims, actions, proceedings, fines, costs, and expenses (including, without limitation, attorneys’ fees) relating to our arising out of: (a) your actions and omissions in connection with your accounts or our Service; or (b) our actions and omissions, provided that they are taken/omitted in accordance with this Agreement or your instructions. This provision shall survive the termination of this Agreement.
Further, except to the extent that we are liable under the terms of this Agreement or an agreement that otherwise governs your account, you agree to indemnify and hold us, our affiliates, officers, directors, employees, consultants, agents, Service Providers, and licensors harmless from any and all third party claims, liability, damages, and/or costs (including, but not limited to reasonable attorneys’ fees) arising from: (i) an account; (ii) the performance of our Services you elect; (iii) a third party claim, action, or allegation by you to us; (iv) any fraud, manipulation, or other breach of these terms; (v) any third party claim, action, or allegation brought against us arising out of or relating to a dispute with you or the third party over an account, the terms and conditions of an agreement, purchase, or sale of any goods, or the Service; (vi) your violation of any law or rights of a third party; or (vii) your use, or the provision of the Service or your account by any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event, you will cooperate with us in asserting any additional defenses. You will not settle any action or claim on our behalf without our prior written consent. This indemnification is provided without regard to whether our claim for indemnification is due to the use of the Service by you or your authorized representative.
37. No Unlawful or Prohibited Use
As a condition of using the Service, you represent and warrant to us that you will not use Service for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this Agreement or by any applicable law or regulation. As such, you agree not to use or attempt to use the Service to: (a) engage in any illegal purpose or activity or to violate any applicable law, rule, or regulation; (b) breach any contract or agreement by which you are bound; (c) engage in any internet or online gambling transaction, whether or not gambling is illegal in any applicable jurisdiction; (d) engage in any activity or business that would result in you being or becoming a “money services business” as defined in the Bank Secrecy Act and its implementing regulations; or (e) engage in any transaction or activity that is not specifically authorized or permitted by this Agreement. You acknowledge and agree that we have no obligation to monitor your use of the Service for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that we reserve the right to decline to execute any transaction or activity that we believe violates the terms of this Agreement.
You further warrant and represent that you will not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Service. You agree that these warranties and representations will remain in full force and effect even if this Agreement terminates for any reason.
38. Assignment
You may not assign this Agreement to any other party without our written permission. We may assign this Agreement to any future directly or indirectly related affiliate or parent company or to a successor of our business, by merger or otherwise. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or third party Service Providers. This Agreement shall be binding on the heirs, successors and assigns of the parties hereto.
39. No Waiver
We and our Service Providers shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
40. Singular and Plural
Wherever the singular is used in this Agreement the same shall be construed as meaning the plural if the context requires unless otherwise specifically stated.
41. Captions
The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
42. Dispute Resolution; Jurisdiction
You agree that any disputes between you and us or that relate to arise from this Agreement or the Services will be resolved exclusively in the State or Federal court in the County of Frederick, Maryland. The parties agree that such court is the most convenient venue or forum for the resolution of such disputes and such court has jurisdiction over the respective parties.
43. Waiver of Trial by Jury
WHERE PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BROUGHT BASED UPON THIS AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF THE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING THIS AGREEMENT.
44. Ownership of Material
Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by us and/or our Service Providers unless otherwise indicated. All registered and unregistered trademarks used in the Service are the sole property of their respective owners. Unauthorized reproduction in whole or part is prohibited.
45. Entire Agreement
This Agreement, together with the Other Agreements, is the complete and exclusive statement of the agreements between us and you with respect to the subject matter hereof and supersedes any prior agreement(s) between us and you with respect to such subject matter. In the event of any conflict between this Agreement and any of the Other Agreements, this Agreement will control with respect to the subject contained herein. In the event performance of the Services in accordance with the terms of this Agreement would result in a violation of any present or future stature, regulation, or government policy to which we are subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and we shall incur no liability to you as a result of such violation or amendment. No course of dealing between us and you will constitute a modification of this Agreement, the rules, or the Security Procedures or constitute an agreement between you and us regardless of whatever practices and procedures we and you may use.
46. Survival
The provisions of this Agreement, which by their nature survive expiration or termination of this Agreement shall survive.
47. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall continue in full force and effect and shall in no way be invalidated or otherwise affected.
48. Governing Law
This Agreement and any applicable product schedule are subject to applicable federal laws and the laws of the State of Maryland and shall be governed by and construed in accordance with the laws of the State of Maryland, without regarding to its conflict of law provisions (except to the extent this Agreement can and does vary such rules or laws).
Proceed with Enrollment for the Service.
By clicking on the "I agree" button below you represent that you are the owner of an Eligible Account to be enrolled in the Service and/or have been authorized by the owner to enroll for the Service. Clicking on the “I Agree” button also indicates your acceptance of the terms and conditions of this Agreement in this electronic format.
(If you do not agree, choose “cancel” below.)