Confidential & Proprietary 191108.1
provider or payment processing intermediary
or gateway.
1.19 “Paymentus Fee” is the amount charged for
the Services as set forth on Schedule A.
1.20 “Platform” is defined in Section 2.1.
1.21 “Professional Services” means the work to
be performed for Client by Paymentus as
described in a Statement of Work.
1.22 “Professional Services Fees” means the
fees charged for the Professional Services
described in a SOW.
1.23 “Reversed or Chargeback Transactions”
means cancelled transactions due to User
error, a User’s challenge to Payment
authenticity, or action by a financial institution
or a Paymentus Authorized Processor
(commonly referred to as ACH or eCheck
returns or credit/debit card chargebacks).
1.24 “Services” means the performance by
Paymentus of the payment and related
services selected by Client as set forth in
Schedule A and as provided in Section 2.
1.25 “Standard Implementation” means (i) the
initial integration between the information
systems of both Parties so that Paymentus
can receive Client’s customer data to be used
in the provision of the Services, and Client
can receive payment and other related data
from Paymentus, (ii) the setup of the payment
processor and bank deposit accounts, (iii) the
setup of the payment channels described on
Schedule A to this Agreement and (iv) the
creation of business rules to be applied to the
acceptance of payments, all as further
described in the applicable SOW or
Paymentus documentation. Any changes
following the initial integration will be handled
through the Change Order process.
1.26 “Statement of Work” or “SOW” means the
statement of work entered into between the
Parties if applicable.
1.27 “System Availability” means that date on
which Paymentus notifies Client that the
Platform is ready to process User data.
1.28 “Term” means the Initial Term and any
renewal term as defined in Section 7.1 of this
Agreement.
1.29 “Third Party Fees” is defined in Section 3.2.2
of this Agreement.
1.30 “User” means a Client customer who uses
the Services to pay its Client bills.
1.31 “Work” or “Work Product” means the
customizations that are performed by
Paymentus as part of the Professional
Services described in the SOW.
2 Description of Services to be Performed
2.1 Scope of Services
When selected on Schedule A, Paymentus will
provide Users the opportunity to view and receive
bills, make Payments using the payment methods
provided under Schedule A and other payment
methods and wallets as offered by Paymentus from
time to time. The payment methods and other
services provided may be used within the channels
described on Schedule A or on other websites or
mobile/web apps or chatbots or voice assistants that
are part of the Instant Payment Network, (collectively
referred to as the “Platform”). Paymentus will provide
a mechanism by which Client may select the channels
and payment methods Client wishes to offer Users.
Paymentus will be the exclusive provider to Client of
all electronic bill payment and related services
substantially similar to the Services.
2.2 Professionalism
Paymentus will perform the Services in a professional
and commercially reasonable manner.
2.3 New or Enhanced Services
From time to time Paymentus may offer Client new or
enhanced services, such as new functionality within
the IPN, the ability to accept other payment methods,
methods of bill presentment, the ability to access
alternative payment processors or other service
providers or Paymentus Authorized Processors or
otherwise modify the terms and conditions under
which the Services are provided (“Service
Enhancements”). Paymentus will provide Client with
notice through the Agent Dashboard disclosing the
terms, including any contracts or contract
amendments, under which the Service
Enhancements will be made available. If the Service
Enhancements will result in additional fees to or
impose additional material obligations on Client or
Users, Client will have thirty (30) days after the date the notice is posted on the Agent Dashboard to optout of the Service Enhancements in the manner provided in the notice. If Client does not opt-out in a timely manner, then when the Service Enhancements
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Confidential & Proprietary 191108.1
are introduced they will form part of the Services and
Client will be bound by the additional terms as
disclosed in the notice, and the Paymentus Service
Fee (Schedule A) will be deemed amended to reflect
changes in the Services and fees in connection with
the Service Enhancements.
3 Compensation and Payment Terms
3.1 Implementation
3.1.1 Charge for Standard Implementation.
Paymentus will charge the fees related to Standard
Implementation that are set forth on an applicable
Statement of Work.
3.1.2 Custom Implementation. If Client
requests customizations during the implementation
process, the SOW will contain an estimate of the
amount of custom Work that will be required to be
performed on a time and materials basis, which Work
will be performed at a blended hourly rate set forth
therein in accordance with the payment terms set
forth in the SOW. If there are changes following the
execution of the Statement of Work, the parties will
follow the change order process detailed in the SOW.
Custom implementation shall be billed as set forth in
an applicable SOW.
3.2 Paymentus Fee
3.2.1 Party to be charged the Paymentus
Fee. The entity to be charged the Paymentus Fee is
identified on Schedule A (Paymentus Service Fee
Schedule).
3.2.1.1 Where the “User Fee” is selected on
Schedule A, User will be charged the Paymentus
Fee.
3.2.1.2 Where Absorbed Fee is selected on
Schedule A, Client will be charged the Paymentus
Fee.
3.2.1.3 Where Hybrid Fee is selected on
Schedule A, the Paymentus Fee will be split between
Client and User, as identified in Schedule A (“Hybrid
Fee Model”).
3.2.2 Third Party Payments. Paymentus will
pay the corresponding processing and related fees to
the applicable third parties out of the Paymentus Fee
(“Third Party Fees”), except for fees related to
Reversed or Chargeback Transactions.
3.2.3 Adjustments to the Paymentus Fee.
The Paymentus Fee may be adjusted thirty (30) days
following the date of delivery by Paymentus’ of prior
written notice to Client due to one of the following:
3.2.3.1 Change in connection with the
Fee Assumptions. A change or mistake by either of
the Parties with respect to the Fee Assumptions,
including but not limited to changes in (a) the average Payment Amount made by the Users, (b) the mix of
payment methods utilized by the Users or (c) the
interchange rates applied to transactions.
3.2.3.2 Charges for Non-qualified
Transactions. Client will be billed additional
Paymentus Fees equal to 2.95% of the Excess
Payment Amount for each month.
3.2.3.3 Changes in Third Party Fees.
Changes in the card or payment system rules,
changes in payment processing fees or other
changes in Third Party Fees that are outside of
Paymentus’ control that increase Paymentus’ cost of
processing transactions.
3.2.3.4 Changes due to increases in the
Consumer Price Index. Beginning on the first
anniversary of the Effective Date of the Agreement,
and continuing on each anniversary of the Effective
Date thereafter during the Initial Term and any
renewal terms, the Paymentus Fee may be increased
annually by a percentage equal to the increase in the
Consumer Price Index, “U.S. City Average/All Items
for All Urban Consumers (CPI-U) (1982-84 = 100)”.
3.3 Payment Terms.
3.3.1 User Paid Invoices. When User pays
the Paymentus Fees (as designated on Schedule A),
User will pay the Paymentus Fees together with the
corresponding Payment at the time of the transaction.
3.3.2 Client Paid Invoices. When Client is
obligated to pay the Paymentus Fee (as shown on
Schedule A), Paymentus will invoice Client promptly
following the end of each full or partial calendar month during the Term and Client’s bank account will be
debited for Paymentus Fees. In addition, Client will
be billed for applicable Professional Services Fees as
described in the SOW in accordance with the terms
set forth therein. Client shall notify Paymentus in
writing of any alleged errors or discrepancies
detected by Client in Paymentus’ calculation of the
Paymentus Fees, or Professional Services Fees
contained in the applicable invoice(s) within thirty (30) days from the invoice date (“Due Date”). To the extent
that any portion of an invoice is disputed in good faith (“Disputed Amount”), Client shall timely pay on or
prior to the Due Date the undisputed portion of any
invoice, and promptly notify Paymentus in writing of
the Disputed Amount, providing a reasonably detailed
explanation for such Disputed Amount (“Invoice
Dispute Notice”). Parties shall work together in good
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Confidential & Proprietary 191108.1
faith to resolve all issues identified in the Invoice
Dispute Notice within ten (10) days of Paymentus’
receipt thereof. Charges on invoices which are not
disputed within thirty (30) days of the invoice date
shall be deemed accepted and Paymentus shall have
no obligation to correct any calculation errors
identified after such period and the invoice shall be
deemed final with no additional amounts for such
period. Invoices that are not timely paid shall be
subject to interest from the Due Date at the lower of
18% per annum or the then current maximum legal
rate of interest.
4 Payment Processing
4.1 Integration with Client’s Billing System
Paymentus will provide implementation services to
Client
4.2 PCI Compliance
To the extent that either Party receives payment card
information subject to the Payment Card Industry
Data Security Standards (“PCI-DSS”) in connection
with providing the Services, such Party will comply
with all requirements of the PCI-DSS with respect to
storage, transmission and disclosure of payment card
information.
4.3 Explicit User Confirmation
Paymentus will electronically confirm to the User the
dollar amount of all Payments, and when paid by the
User, the corresponding Paymentus Fee to be
charged for the transaction, and electronically obtain
the User’s approval of the charges prior to initiating
payment authorizations transaction.
4.4 Merchant Account
If described as part of implementation services in the
applicable SOW, Paymentus will assist Client in
setting up a merchant account directly with the
Paymentus Authorized Processor for processing and
settlement of transactions.
4.5 Payment Authorization
For authorization purposes, Paymentus will
electronically transmit all card or other payment
transactions to the appropriate processing center, in
real time as the transactions occur or as provided in
applicable rules. In its sole discretion, Paymentus
may refuse to process any transaction that it
reasonably believes is (i) submitted in violation of its terms of use or (ii) necessary to protect Client, Users, itself or others from actual or potentially illegal,
fraudulent or harmful activity.
4.6 Settlement
Paymentus together with a Paymentus Authorized
Processor will forward the payment transactions, to
the appropriate organizations for settlement directly
to Client’s depository bank account previously
designated by Client (“Client Bank Account”) as a
positive amount of payment processing funds, net of
any User paid Paymentus Fee and any Reversed or
Chargeback Transactions (described below). When
Client pays the Paymentus Fee, Paymentus will
invoice Client and debit the fees from the Client Bank
Account on a monthly basis.
Paymentus together with the Paymentus Authorized
Processor will continuously review its settlement and
direct debit processes for its simplicity and
efficiencies. Client and Paymentus agree to fully cooperate with each other if Paymentus were to change its settlement and invoicing processes.
4.7 Reversed or Chargeback Transactions
With respect to all Reversed or Chargeback
Transactions, Client authorizes Paymentus and
Paymentus Authorized Processor (and/or the
respective payment organizations) to debit the Client
Bank Account for the Payment Amount and/or offset
the Payment Amount against future payouts and
Paymentus will refund the applicable amount to the
payment organization for credit back to the User the
corresponding Paymentus Fee, if any.
Paymentus together with Paymentus Authorized
Processor will continuously review its processes for
Reversed or Chargeback Transactions for simplicity
and efficiencies. Client and Paymentus agree to fully
cooperate with each other if Paymentus requires any
change to its settlement and invoicing processes for
these transactions.
5 General Conditions of Services
5.1 Service Reports
Paymentus will provide Client with reports
summarizing use of the Services by Users for a given
reporting period, which period shall be designated by
Client during the Standard Implementation process.
Such standard reports are available through the
Agent Dashboard.
5.2 User Adoption Communication by Client
Client will prominently communicate the Services as
a primary payment option to its customers wherever
Client usually communicates its other payment
options.
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Confidential & Proprietary 191108.1
Client will make the Services known or available to its customers by different means of customer
communication including (i) on the face of bills,
invoices and other notices; (ii) on any marketing or
advertising materials that include payment options;
(iii) if direct payments have been activated, by
providing Interactive Voice Response (“IVR”) and
Web payment details prominently on Client’s website
including a “Pay Now” or similar link on a mutually
agreed prominent place on the web site; (iv) if IVR
payments have been activated, through Client’s
general IVR/Phone system; and (v) other channels or
means available to Client or reasonably suggested
by Paymentus.
Paymentus will provide Client with logos, graphics
and other marketing materials solely for Client’s use
in its communications with its customers regarding
the Services and/or Paymentus.
5.3 Independent Contractor
Paymentus is an independent contractor. Paymentus
is not acting as an agent or fiduciary of the Client or its Users.
5.4 Client’s Responsibilities
In order for Paymentus to provide the Services, Client
will fully cooperate with Paymentus by:
(i) Entering into (and authorizing Paymentus to do
so on its behalf) all applicable merchant
processing, cash management, ACH origination,
or kiosk agreements, provided that Client is given
notice of and approves any additional fees
associated with those agreements, and providing
information and consents reasonably requested
in connection with the agreements.
(ii) Maintaining throughout the duration of the
Agreement during which direct payments via the
web is activated, a bill payment link connecting to
the Paymentus Platform at a prominent and
mutually agreed location on Client’s website. If
the IVR channel is activated, the phone number
for IVR payments will also be added to the web
site and as an option as part of Client’s general
phone system.
(iii) Sharing User Adoption Communication as
described in Section 5.2 (User Adoption
Communication by Client).
(iv) Providing Customer Information to Paymentus.
As part of the information transfer required for
implementation, Client will provide Paymentus
with CIF on all Client customers serviced by
Client. The CIF shall also identify customers by
payment type.
(v) Launching the Service within 30 days of System
Availability. Paymentus will notify Client in writing
of System Availability. Client will have ten (10)
days following such notification to confirm that
there are no material defects in the System
(“Testing Period”). If material defects in the
System are identified, Client shall provide
reasonable detail to Paymentus about such
defects, and the System Availability date will be
extended until Paymentus notifies Client again of
System Availability, and following an additional
Testing Period, Client confirms there are no
material defects in the System. If the Launch Date
does not occur by the earlier of (i) thirty (30) days
following final System Availability or (ii) 120 days
following the Effective Date (as adjusted for any
time required for Paymentus to cure applicable
defects), Client shall be obligated to pay seventyfive percent (75%) of the Minimum Monthly Commitment Fees commencing the following
month.
(vi) Dedicating sufficient properly trained and fully
engaged personnel to support the
implementation process and its use of the
Services in compliance with all laws applicable to
its use of the Services.
(vii) Providing Paymentus with the file format
specification currently used to post payments to
the billing system to allow Paymentus to provide
Client with a posting file for posting to Client’s
billing system.
(viii) Fully cooperating with Paymentus and
securing the cooperation of its software and
service providers and providing the information
required to integrate with Clients’ billing system.
(ix) Fully cooperating with Paymentus to integrate its
systems with the Paymentus Platform through
the use of Paymentus’ APIs to enable Client’s
access to the IPN, if selected.
(x) Promptly provide Paymentus notice within a
reasonable time (not to exceed 48 hours) if Client
encounters a cyber-incident or a data security
breach which could reasonably be expected to
compromise Paymentus data.
(xi) Providing Paymentus with designated test
accounts or other data ("Test Data") to assess the
functionality of the platform as part of any user
acceptance testing acceptance. Such Test Data
shall not include any actual customer data.
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Confidential & Proprietary 191108.1
6 Indemnification and Limitation of Liability
6.1 Paymentus Indemnification and Hold
Harmless
Paymentus agrees to defend, hold harmless and
indemnify Client and its directors, officers or
governing officials, and employees (collectively, the
“Client Indemnitees”) from and against all liabilities, demands, losses, damages, costs or expenses
(including legal fees and costs), incurred by any
Client Indemnitee arising from a claim or demand
brought by a third party to the extent the claim or
demand alleges that the Services provided under this
Agreement infringe the intellectual property rights of
the third party.
6.2 Client Indemnification and Hold Harmless
Client agrees to defend, hold harmless and indemnify
Paymentus and its directors, officers, employees, and
Affiliates (collectively, the “Paymentus Indemnitees”)
from and against all liabilities, demands, losses,
damages, costs or expenses (including legal fees and
costs), incurred by any Paymentus Indemnitee arising
from a claim or demand brought by a third party to the
extent the claim or demand relates to the underlying
relationship or obligations of Client and its Users.
6.3 Indemnification Procedure
The indemnified party will give the indemnifying party
prompt written notice of any claim for which
indemnification is sought. The indemnifying party will
have the right to control the defense and settlement
of any claim, provided that any settlement that admits
liability on behalf of the indemnified party, or
adversely affects the indemnified party shall (i)
require the indemnified party’s prior written consent,
which consent will not be unreasonably conditioned,
delayed or withheld and (ii) to the extent legally
permitted, shall remain confidential.
6.4 Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE
AGREEMENT, PAYMENTUS MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED AND DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, MADE TO CLIENT OR
ANY OTHER PERSON, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES REGARDING
QUALITY, SUITABILITY, MERCHANTABILITY,
FITNESS, FOR A PARTICULAR PURPOSE OR
OTHERWISE OF ANY SERVICES OR ANY GOOD
PROVIDED INCIDENTAL TO THE SERVICES
PROVIDED UNDER THE AGREEMENT.
6.5 Limitation of Liability
NOTWITHSTANDING THE FOREGOING,
PAYMENTUS WILL NOT BE LIABLE FOR ANY
LOST PROFITS, LOST SAVINGS OR OTHER
SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, EVEN IF IT HAS BEEN ADVISED OF
OR COULD HAVE FORESEEN THE POSSIBILITY
OF THESE DAMAGES. IN NO EVENT WILL
PAYMENTUS BE LIABLE FOR ANY LOSSES OR
DAMAGES RESULTING FROM THE ACTS,
OMISSIONS OR ERRORS OF THIRD PARTIES OR
OF CLIENT OR FOR PROVIDING AGREEMENTS,
INSTRUCTIONS OR INFORMATION TO USERS AS
INSTRUCTED BY CLIENT. PAYMENTUS’ TOTAL
LIABILITY FOR DAMAGES FOR ANY AND ALL
ACTIONS ASSOCIATED WITH THE AGREEMENT
OR THE SERVICES WILL IN NO EVENT EXCEED
(i) FOR AN ERROR OR OTHER ACTION
AFFECTING THE PROCESSING OF ONE OR
MORE PAYMENTS, THE AMOUNT OF THE
PAYMENTUS FEE ASSOCIATED WITH EACH
PAYMENT, (ii) FOR ALL OTHER CLAIMS, THE
AMOUNT OF THE PAYMENTUS FEE (NET OF
DIRECT PROCESSING AND OTHER FEES PAID
BY PAYMENTUS) PAID TO PAYMENTUS (“NET
FEES”) IN THE SIX (6) MONTHS BEFORE THE
EVENTS GIVING RISE TO THE CLAIM OR CLAIMS
ARISING FROM THE SAME CIRCUMSTANCES;
AND (iii) IN NO EVENT, MORE THAN THE NET
FEES RECEIVED IN THE LAST TWELVE (12)
MONTH PERIOD UNDER THE AGREEMENT.
7 Term and Termination
7.1 Term
The term of the Agreement will commence on the
Effective Date and continue for a period of 7 (seven)
years (“Initial Term”) from the Launch Date.
At the end of the Initial Term, the Agreement will
automatically renew for successive three (3) year
periods unless either Client or Paymentus provides
the other Party with not less than 6 (six) months prior written notice before the automatic renewal date that
it elects not to automatically renew the term of the
Agreement.
7.2 Material Breach
A material breach of the Agreement will be cured
within 90 (ninety) business days (“Cure Period”) after
a Party notifies the other in writing of the breach, in accordance with the Notice Provisions of this
Agreement, that contains reasonable details of the
material breach. In the event a material breach has
not been cured within the Cure Period, the non477
Confidential & Proprietary 191108.1
breaching Party can terminate the Agreement by
providing the other Party with a 30 business days’
written notice.
7.3 Upon Termination
Upon termination of the Agreement, the Parties agree
to cooperate with one another to ensure that all
Payments are accounted for and all refundable
transactions have been completed. During any period
between the date of the notice of non-renewal or
termination, if applicable, and the termination date set forth therein, Client shall maintain transaction
volumes materially consistent with historical usage of
Paymentus’ Platform. Upon termination, Paymentus
will cease all Services being provided hereunder
unless otherwise agreed in writing.
8. Confidentiality
8.1 Compliance with Confidentiality Matters
The Parties agree that notwithstanding anything in
this Agreement to the contrary, they will each abide
by the terms of the Mutual Confidentiality Agreement
or other mutual non-disclosure agreement signed by
the Parties in connection with the commencement of
the negotiation of this Agreement (“NDA”), which
NDA shall be incorporated herein by reference, with
the exception that the Term of the NDA shall be
extended from the Effective Date of the NDA for three
years following the termination or earlier expiration of this Agreement (the Confidentiality Period”).
Furthermore, during the Confidentiality Period, Client
will not for any purpose inconsistent with the
Agreement disclose to any third party or use any
Paymentus confidential or proprietary non-public
information that Client has obtained during the
procurement process or during the term of the
Agreement about Paymentus’ business, including the
terms of the Agreement, operations, financial
condition, technology, systems, know-how, products,
Services, suppliers, clients, marketing data, plans,
and models, and personnel. Client acknowledges and
agrees that this Agreement contains trade secret
information including the contents of Schedule A (Fee
Schedule). Except as required by law, Paymentus
will not for any purpose inconsistent with the
Agreement or its privacy policy in effect from time to
time disclose to any third party or use any confidential User information it receives in connection with its
performance of the Services other than as required in
connection with the third parties described in Section
5.4(i) (applicable merchant processing, cash
management, ACH origination, or kiosk agreements)
above.
8.2 Publicity; Public Statements
Except as provided in this Agreement, Client shall not
issue any form of press release or make any public
statement on its website, to the media, or otherwise
regarding Paymentus, the Platform or the Services
without the prior written consent of Paymentus,
unless disclosure is required by law, and then (i) only to the minimum extent necessary to comply with any
applicable law, rule or regulation; and (ii) only after consultation with Payments regarding the content of
such release or statement.
9. FOIA Requests
If a request for information is made to Client under
any federal, state or other governmental freedom of
information act or similar law, rule or regulation
seeking disclosure of any of the confidential
information of Paymentus, this Agreement or other
information provided to Client before and after the
Effective Date in connection with or pursuant to this
Agreement, Client shall (i) promptly provide
Paymentus written notice of (email shall suffice) such
request (along with a copy of the request) so that
Paymentus may seek, at Paymentus’ sole expense,
a protective order or other appropriate remedy to
protect the requested information to the extent legally permitted and (ii) provide reasonable cooperation (at
Paymentus’ request and sole expense, including but
not limited to Client’s legal fees reasonably incurred
to protect the requested information) to resist or limit any disclosure pursuant to this paragraph.
10. Intellectual Property
In order that Client may promote the Services and
Paymentus’ role in providing the Services,
Paymentus grants to Client a revocable, nonexclusive, royalty-free, license to use Paymentus’ logo and other service marks (the “Paymentus
Marks”) for this purpose only. Client does not have
any right, title, license or interest, express or implied in and to any object code, software, hardware,
trademarks, service mark, trade name, formula,
system, know-how, telephone number, telephone
line, domain name, URL, copyright image, text, script
(including, without limitation, any script used by
Paymentus on the IVR or the Website) or other
intellectual property right of Paymentus (“Paymentus
Intellectual Property”). All Paymentus Marks,
Paymentus Intellectual Property, and the Platform
and all rights therein (other than rights expressly
granted herein) and goodwill pertain thereto belong
exclusively to Paymentus.
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Confidential & Proprietary 191108.1
11. Miscellaneous
11.1 Authorized Representative
Each Party will designate an individual to act as its
representative, with the authority to transmit
instructions and receive information. The Parties may
from time to time designate and notify the other Party
of other individuals or change the individuals.
11.2 Notices
All notices of any type hereunder (“Notices”) will be in writing and sent to the addresses indicated on the
signature page and except as otherwise provided in
these Terms and Conditions will be given by certified
mail, a national courier or by hand delivery. Notices
will be considered to have been given or received on
the date the notice is physically received. Any party
by giving notice in the manner set forth herein (or by
electronic mail) may unilaterally change the name of
the person to whom notice is to be given or the
address at which the notice is to be received, by
sending Notice to the other party. Notices to
Paymentus shall also be copied to the attention of the
Legal Department at the Paymentus address.
11.3 Interpretation
It is the intent of the Parties that no portion of the
Agreement will be interpreted more harshly against
either of the Parties as the drafter.
11.4 Governing Law
The Agreement will be governed by the laws of the
state of Delaware, without giving effect to any
principles of conflicts of law.
11.5 Severability
If a word, sentence or paragraph herein is declared
illegal, unenforceable, or unconstitutional, that word, sentence or paragraph will be severed from the
Agreement, and the Agreement will be read as if that
word, sentence or paragraph did not exist.
11.6 Attorney’s Fees
Should any litigation or other dispute requiring the
involvement of attorneys arise between the Parties
concerning the Agreement, the Parties agree to bear
their own costs and attorney’s fees.
11.7 Force Majeure
Each of the Party’s will be excused from performing
the Services or other non-monetary obligations to the
extent such Party’s performance is directly delayed,
impaired or rendered impossible due to acts of God
or other events that are beyond such Party’s
reasonable control and without its fault or judgment,
including without limitation, natural disasters, war,
terrorist acts, riots, acts of a governmental entity (in a sovereign or contractual capacity), fire, storms,
floods, labor strikes, labor walk-outs, pandemics or
other wide-scale heath crisis, quarantine and related
restrictions, explosions, extra-ordinary loss of utilities (including telecommunications services), or external
computer “hacker” attacks and/or delays of common
carrier.
11.8 No Third Party Beneficiaries.
Not Nothing in this Agreement, express or implied, is
intended to confer rights, benefits, remedies,
obligations or liabilities on any person (including
Users or customers of the parties) other than the
parties or their respective successors and permitted
assigns.
11.9 Entire Agreement
The Agreement represents the entire agreement
between the Parties with respect to its subject matter
and supersedes all prior written or oral agreements or
understandings related to its subject matter and
except as provided in the Agreement may be
changed only by agreements in writing signed by the
authorized representatives of the Parties. Paymentus
may amend this Agreement as reasonably necessary
to comply with laws, regulations or rules applicable to the Services provided under this Agreement.
11.9 Counterparts
The Agreement and any amendment or other
document related to the Agreement may be executed
in counterparts, each of which will constitute an
original, and all of which will constitute one
agreement. The Agreement and any amendment or
other document related to the Agreement may be
signed electronically. A photographic or facsimile
copy of the signature evidencing a party’s execution
of the Agreement will be effective as an original
signature.
11.10 Due Authorization and Enforceability
Client has the full right, power and authority to enter into this Agreement and to perform and discharge its
obligations hereunder; and this Agreement has been
duly authorized, executed and delivered by the Client,
and constitutes a valid, legal and binding obligation of the Client, enforceable against the Client in
accordance with its terms.
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General Terms and Conditions Page 9
Confidential & Proprietary
Schedule A – Paymentus Service Fee Schedule
Client may elect to pay certain Payments Fees directly (“Client Fee”), or instruct Paymentus to collect the Paymentus Fee from the User (the “User Fee”). Client’s initial designation of the fee model is set forth below:
Payment Methods & Channels Paymentus Fee
Fee Model: Utility
Payments
User or Client paid
indicated below:
Instant Payment Network™
All payment methods offered under IPN and
digital wallets such as PayPal, Venmo, PayPal
Credit, Apple Pay, Google Pay, PayPal CFS and
others as offered by Paymentus
$ 1.87 per credit/debit/digital
wallet transaction.
$0.75 per ACH/eCheck
transaction.
Client Fee/Absorbed Fee
Credit, Debit Cards, ACH/eCheck
$ 1.87 per credit/debit/digital
wallet transaction.
$0.75 per ACH/eCheck
transaction.
Client Fee/Absorbed Fee
Average Bill Amount Maximum Payment Amount
$75.00 $300.00 per ACH/eCheck/card/digital wallet transaction.
Multiple payments may be made.
Note:
The Parties have agreed to the following:
A. Multiple payments may be made. Paymentus may apply different limits per transaction for user adoption or to mitigate risks.
B. Chargebacks and returned checks will be billed at $9.95 per item.
C. Outbound Messaging (SMS, Email and phone) to be included at no cost for all automated messages. Ad hoc messages to be provided at no cost up to 500 messages monthly. Additional messages (501+) to be billed at $0.20 each
480
General Terms and Conditions Page 10
Confidential & Proprietary
Payment Methods & Channels Paymentus Fee
Fee Model: Non-Utility
Payments
User or Client paid
indicated below:
Instant Payment Network™
All payment methods offered under IPN and
digital wallets such as PayPal, Venmo, PayPal
Credit, Apple Pay, Google Pay, PayPal CFS and
others as offered by Paymentus
2.95% per credit/debit/digital
wallet transaction (or $1.00,
whichever is greater)
$0.75 per ACH/eCheck
transaction.
User Fee/Convenience Fee
Credit, Debit Cards, ACH/eCheck
2.95% per credit/debit/digital
wallet transaction (or $1.00,
whichever is greater)
$0.75 per ACH/eCheck
transaction.
User Fee/Convenience Fee
Average Bill Amount Maximum Payment Amount
$750.00 $80,000.00 per ACH/eCheck transaction.
$3,000.00 per card/digital wallet transaction.
Multiple payments may be made.
Note:
The Parties have agreed to the following:
A. Multiple payments may be made. Paymentus may apply different limits per transaction for user adoption or to mitigate risks.
B. Minimum Payment Fee is $1.00 per non-ACH payments.
C. Chargebacks and returned checks will be billed at $9.95 per item.
D. Outbound Messaging (SMS, Email and phone) to be included at no cost for all automated messages. Ad hoc messages to be provided at no cost up to 500 messages monthly. Additional messages (501+) to be billed at $0.20 each
CARD READER DEVICES (AS NEEDED)
Magnetic Stripe Card Reader Device $275.00 per device, as needed. Two (2) included at no cost.
LANE3000 Standard Terminal $539.00 per device, as needed.
LINK2500 $464.00 per device, as needed.
LANE7000 Standard Terminal $760.00 per device, as needed.
Note: Device prices are valid for one (1) year from date of MSA/Amendment 481
General Terms and Conditions Page 11
Confidential & Proprietary
The parties have agreed to the following:
*Customer will be notified by Paymentus of U.S Postal rate or paper price increases that occur and any such increases will be rounded up to the next half cent and added to the cost of each piece mailed.
Print and Statement Services
Set-Up & Implementation - File processing, printing, inserting, and mail preparation for a single page, simplex (one-sided)
document with required envelopes, not including the cost of paper products.
$0.00
Application Development - Initial implementation effort is estimated at 60 hours. $0.00 API Integration - Provides a connector for clients to access PDFs. $0.00 Envelope and Return Envelope - Dual Window envelope and return envelope $0.00 Bill Suppression - Records suppressed by client business rules and provided to the biller
$0.00
NCOA Link - Corrections made from the USPS National Change of Address database. Corrections are provided in our standard reports so you can update your records and prevent future charges.
$0.00
Postage Rates - Based on U.S. Postage Rates Current Postage Rate/TBD
Single Page Statement with
postage*
- Includes front/back color with or b/w printing $0.75 EACH Each Additional Page - Each new printed sheet required beyond the first page (Duplex)
$0.15 EACH
Electronic Statement
Presentment
- Digital delivery of notification and PDF of bill $0.18 EACH PDF Copy and Bill Archive - Includes 12 Months of Storage $0.03 COST PLUS Fast Forwarding (optional) - Each piece of mail forwarded to new address $0.40 EACH 482
General Terms and Conditions Page 12
Confidential & Proprietary
Schedule B – Client Payment Data
[To be provided by Client]
From 3 monthly statements average
Monthly amount of transactions 4,600 (2,000 of these are utility bills per month) Average payment amount $750.00
Caselle Integration
483
Your
Deposit
Account
Agreement
&
General Terms & Conditions
Electronic Transfers
Funds Availability
Effective May 11, 2026
Member FDIC
484
1 Frequently Asked Questions to Manage
Your Account:
What common terms should I be aware of?
Definitions 3
What happens if my account becomes overdrawn?
Liability for Charges and Overdrafts 4
Transaction Posting Order 5
Insufficient Funds and Overdrafts 7
Overdraft Handling 7
Overdraft Protection Plans 8
Will this Deposit Account Agreement ever change?
Changes to Our Agreement with You 14
How do I close my account?
Closing Your Account 14
How can I expect to receive statements and other account communications?
Statements and Notices 14
How soon can I use my funds after making a deposit?
Funds Availability: Your Ability to Withdraw Funds –
All Accounts
Determining the Availability of a Deposit – All Accounts 18 Immediate Availability – All Accounts 18
Longer Delays May Apply 18
Retail Consumer, Business and Commercial Accounts 19
Wealth Management Accounts 19
Deposits at Automated Teller Machines – Retail Consumer, Business and Commercial Accounts 19
Special Rules for New Accounts – Retail Consumer and Business Accounts 19
Cashing Checks 19
Other Accounts 19
How do I report an error or fraud on an electronic transaction in my account?
Electronic Fund Transfers for Consumer Customers 20
Electronic Fund Transfers for Business Customers 23
Table of Contents
Terms Applicable to all Accounts
This is an Agreement 3
Definitions 3
Privacy 3
Cellular Phone Contact Policy 3
Monitoring and Recording Communications 3
Waivers and Precedents 3
Applicable Law 3
Customer Identification Program Notice (USA PATRIOT Act) 4 Owner’s Authority 4
Authorized Access and Power of Attorney 4
You Cannot Transfer an Account 4
Change in Authorized Signers 4
Adjustments 4
Retention of Documents 4
Liability for Charges and Overdrafts 4
Transaction Posting Order 5
Deposits 5
Returned Deposited Items 5
Check 21 5
Substitute Checks and Your Rights 5
Copies of Documents 6
Night Depository 6
Checks 6
Endorsement Standards 6
Insufficient Funds and Overdrafts 7
Overdraft Handling 7
Overdraft Protection Plans 8
Refusing Payment on Your Checks 10
Funds Transfers 10
Withdrawal Rights, Ownership of Account, and Beneficiary Designation 10 Pledges and Security Interests in Favor of Others 12
Accrual of Interest 12
Stop Payments 12
Dormant Accounts and Escheat 12
FDIC Part 370 Record-keeping 12
Consumer Electronic Check Re-presentment 13
Checking Accounts and “Subaccounts” 13
Telephone Transfers 13
Required Signatures 14
Changes to Our Agreement with You 14
Closing Your Account 14
Statements and Notices 14
Return of Cancelled Checks 15
Checks, Checking Accounts and Savings Accounts with Draft Access 15 Savings Accounts 15
Time Deposits 15
Limit of Liability 15
Electronic Messages and Agreements 16
Levies, Garnishments and Other Legal Process 16
Resolving Account Disputes and Adverse Claims 16
Increased Costs to Maintain Your Account 16
Consumer Report Disputes 16
Account Information 16
Setoff 16
Security Interest in Accounts 17
Security 17
Resolution of Disputes by Arbitration 17
Attorney’s Fees 18
Litigation Class Action Waiver 18
485
2 Funds Availability: Your Ability to Withdraw Funds – All Accounts
Determining the Availability of a Deposit – All Accounts 18 Immediate Availability – All Accounts 18
Longer Delays May Apply 18
Retail Consumer, Business and Commercial Accounts 19
Wealth Management Accounts 19
Deposits at Automated Teller Machines – Retail Consumer, Business and Commercial Accounts 19
Special Rules for New Accounts – Retail Consumer and
Business Accounts 19
Cashing Checks 19
Other Accounts 19
Additional Terms for Business Accounts
Unlawful Internet Gambling and Other Illegal Transactions 19 Deposit of Pre-Authorized Drafts 19
Earnings Credit 19
Waiver of Notification of Redeposited Checks 19
Facsimile Signatures 20
Deposits 20
Fraud Prevention Measures 20
Electronic Fund Transfers for Consumer Customers
Types of Transactions 20
Limits on Transfers 21
Fees 22
Using Your Card for International Transactions 22
Advisory Against Illegal Use 22
Documentation 22
Preauthorized Payments 22
Our Liability 22
Unauthorized Transactions and Lost or Stolen Cards 22
Consumer Liability for Unauthorized Transfers 23
Business Days 23
Confidentiality 23
Error Resolution Notice 23
Notice of ATM/Night Deposit Facility User Precautions 23 Electronic Fund Transfers for Business Customers
Account Access 24
Limits on Transfers 24
Fees 25
Using Your Card for International Transactions 25
Balance Requirements 25
Unauthorized Transactions and Lost or Stolen Cards and Security 25 486
3 TERMS APPLICABLE TO ALL ACCOUNTS
THIS IS AN AGREEMENT
Welcome to U.S. Bank and thank you for opening an account with us.
This Agreement provides the general rules that apply to the account(s) you have with U.S. Bank (“us”) described herein. Additional rules will be provided in:
1. disclosures we give you when you open your account for example our pricing information found in:
• Consumer Pricing Information (U.S. Bank and State Farm) call 800-872-2657 to request a copy, we accept relay calls
• Edward Jones Consumer Pricing Information (exclusive to Edward Jones clients), call 855-681-5325 to request a copy, we accept relay calls
• Business Pricing Information
• U.S. Bank Business Essentials® Pricing Information
• disclosure(s) and other fee disclosures
All disclosures can be obtained by visiting a U.S. Bank branch;
2. disclosures that are applicable to additional products and services (for example the Digital Services Agreement);
3. periodic statements;
4. user guides;
5. U.S. Bank Privacy Notice for U.S. Bank consumers of personal accounts (available to you at your local U.S. Bank branch or at usbank.com) and U.S. Bank Alliance Privacy Notice and related state law disclosures for Alliance consumers of State Farm or Edward Jones personal accounts (available at usbank. com/ privacy);
6. any appropriate means such as direct mail and notices on or with your statement, including any statements or notices delivered electronically; and
7. disclosures we give you about ATM and Debit Card Overdraft Coverage (applicable to certain consumer accounts, refer to the Insufficient Funds and Overdrafts section on page 7 for details).
These things together, as applicable to you, are an agreement between you and U.S. Bank.
Please read this carefully and retain it for future reference. This disclosure is revised periodically, so it may include changes from earlier versions.
By providing a written or electronic signature on a signature card or other agreement or contract, opening, or continuing to hold an account with us, you agree to the most recent version of this Agreement, which is available to you at your local U.S. Bank branch, at www.usbank.com, or by calling customer service at a number listed on the last page of this disclosure.
This Agreement represents the sole and exclusive agreement between you and us regarding the subject matter described herein and supersedes all previous and contemporaneous oral agreements and understandings. If any terms of your signature card, resolution, or certificate of authority are inconsistent with the terms of this Agreement, the terms of this Agreement will control. Any other variations to this Agreement must be acknowledged by us in writing.
If you have any questions, please call us. Our most commonly used phone numbers are printed on the back of this disclosure.
DEFINITIONS
The following definitions apply in this Agreement except to the extent any term is separately defined for purposes of a specific section. • The words “we,” “our,” and “us” mean U.S. Bank National Association (“U.S. Bank”). We are a national bank. We are owned by U.S. Bancorp.
• U.S. Bancorp and U.S. Bank own or control other companies, directly and indirectly. The members of this family of companies are our “affiliates.” The words “you” and “your” mean each account owner and anyone else with authority to deposit, withdraw, or exercise control over an account. If there is more than one owner, then these words mean each account owner separately, and all account owners jointly.
• The term “account” means any savings, transaction (for example, checking, NOW Account), and time deposit (for example,
certificate of deposit or CD) account or other type of account you have with us, wherever held or maintained.
• An “owner” is one who has the power to deal with an account in his, her or its own name. An “agent,” in contrast, is one whose power to withdraw from an account comes from, or is on behalf of, the owners. Authorized signers, designated corporate officers, trustees, attorneys-in-fact, and convenience signers are examples of agents.
• Entities such as corporations, limited liability companies, partnerships, estates, conservatorships, and trusts are not natural persons, and can only act through agents. In such cases, it is the “entity” that is the owner.
• “Personal accounts” are consumer accounts in the names of natural persons (individuals). They are to be distinguished from “non-personal accounts” which are accounts in the name of businesses, partnerships, trusts and other entities.
• An “account cycle” or “statement cycle” represents the period of time when your statement starts and ends. It’s approximately 30 days long but doesn’t necessarily align with the beginning and end of the month and won’t end on a weekend or holiday.
Except where it is clearly inappropriate, words and phrases used in this document should be interpreted so the singular includes the plural and the plural includes the singular.
PRIVACY
Protecting your privacy is important to us. All information gathered from you in connection with your account relationship will be governed by the provisions of our privacy policies referenced on page 3 which are available online, within our mobile app(s), or by calling us.
You authorize your wireless carrier to use or disclose information about your wireless account and your wireless device, if available, to us or our service provider for the duration of our relationship, solely to help us identify you or your wireless device and to prevent fraud. See our privacy policies to see how we treat your data.
For Edward Jones personal accounts, such accounts are provided by U.S. Bank pursuant to an arrangement with Edward Jones. It is made available solely to clients of Edward Jones (and their joint personal account holders) to complement the financial advisory and/or retail brokerage products obtained from Edward Jones and to enhance Edward Jones’ ability to provide such services to its clients. U.S. Bank will disclose information about your Edward Jones personal accounts including, but not limited to, application, account, transactional, relationship information, (including information about joint account holders who may not be clients of Edward Jones), to Edward Jones for Edward Jones’ use in furtherance of its provision of services to you.
CELLULAR PHONE CONTACT POLICY
By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications — including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider.
MONITORING AND RECORDING COMMUNICATIONS
You acknowledge and agree that we, or anyone acting on our behalf, may monitor and/or record any communication between you and us, or anyone acting on our behalf, for quality control and other purposes.
You also acknowledge and agree that this monitoring or recording may be done without any further notice to you. The communication that may be monitored or recorded includes telephone calls, cellular or mobile phone calls, electronic mail messages, text messages, instant or live chat, or any other communications in any form.
WAIVERS AND PRECEDENTS
Our Agreement with you gives us rights and duties. If we don’t take advantage of all our rights all the time that does not mean we lose them. For example:
• If we make funds available to you for withdrawal ahead of schedule, that does not mean we have to do it again.
• If we pay a check that is more than your account balance, that does not mean we have to do it again.
APPLICABLE LAW
Unless otherwise stated herein, your account(s), this Agreement, services provided to you, and any related disputes, including but not limited to matters of validity, construction, effect, or performance, will be governed by federal law and, unless superseded by federal law, by the law of the state in which your account is located, except that state conflict of laws principles do not apply. If you opened your account in person, your account is located in the state in which you opened it. If you opened your account online, in the U.S. Bank Mobile App or by telephone and you reside in a state in which we had a branch at the time of your account opening, your account is located in the state in 487
4 which the branch is or was located. If you reside anywhere else, your account is located in Minnesota.
CUSTOMER IDENTIFICATION PROGRAM NOTICE (USA
PATRIOT ACT)
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
What this means for you
When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see other identifying documents like a driver’s license or documents showing your existence as a legal entity.
Existing customers
Even if you have been a customer of ours for many years, we may ask you to provide this kind of information and documentation because we may not have collected it from you in the past or we may need to update our records.
Failure to Provide Information
If, for any reason, any owner is unable to provide the information necessary to verify their identity, their account(s) may be blocked or closed, which may result in additional fees assessed to the account(s).
OWNER’S AUTHORITY
Each owner of a personal account, or an agent for a non-personal account, acting alone, has the power to perform all the transactions available to the account. For example, each owner or agent can:
1. make withdrawals by whatever means are available for the account;
2. make deposits by whatever means are allowed for the account;
3. obtain and release information about the account, including transaction information;
4. sign or authenticate any document in connection with the account (for example, an owner can endorse a check payable to a co-owner for deposit to a joint account);
5. give rights to others to access the account (for example, any owner could grant a power of attorney to have access to the account); and
6. close the account.
In addition, if you share ownership of an account with someone else (for example, you have a joint or multi-party account), then each of you can endorse items for deposit to the account on behalf of another owner. If there is shared ownership of an account, it is the intention of all owners that each of you has complete and separate access and withdrawal rights to all the funds in the account irrespective of who had deposited the funds in the account.
U.S. Bank makes no warranty or representation as to the suitability of any deposit product outside the United States of America.
AUTHORIZED ACCESS AND POWER OF ATTORNEY
Each owner of your account is independently permitted to authorize someone else to access your account. For example, the following persons will have access to your account:
1. Any person listed on a signature card, resolution, or certificate of authority as being authorized to make withdrawals or transfers, by check or otherwise, from your account;
2. Any person that you authorize to make withdrawals or transfers from the account by whatever means the account allows (for example, pre-authorized withdrawals, wire transfers, ATM card, or debit card transactions);
3. Any person you give rights to act on your behalf, such as a power of attorney;
4. Any person to whom you make your checkbook or your
checking account number available for purposes of transacting business on the account. We discourage this type of
“authorization” because it is possible that we will detect such transactions and treat them as unauthorized. If you give any such person “authority,” we are not responsible whether we honor the transactions or dishonor them; and
5. Any person to whom you make your ATM card or debit card personal identification number (PIN) available. Although we discourage this practice, by allowing this type of
“authorization,” the person to whom you make your personal identification number (PIN) available may be able to access all of your accounts held with us by using the telephone, ATM, online or other banking access channels. If you give any person such “authority,” we are not responsible for actions they take with respect to your accounts.
We will use the word “agent” to mean any person who you authorize to act on your behalf, whether by following the process we require (for example, by designating an authorized signer on a signature card), or on your own (for example, by creating a power of attorney). If you name such an agent:
1. we may require that you use forms we approve and require each owner to sign the form to be effective;
2. the powers you give to your agent, and any limitations on those powers, are between you and your agent, even if we have express written notice of those powers. You understand and agree that we have no duty or responsibility to monitor the acts of your agent or ensure that the acts of your agent are for your benefit. For example, if you only give your agent authority to pay your bills and your agent exceeds that authority, we are not responsible for that breach of authority;
3. you agree not to hold us responsible for any loss or damage you incur as a result of us following instructions given to us by your agent;
4. the owners of the account are responsible to us for any actions of your agent, regardless of whether those actions exceed the authority given or whether the agent is appointed by all the owners or less than all the owners;
5. the agency will end if the owner dies and we have actual knowledge of that death, or if there is more than one owner, the agency will end after the death of the last owner and we have actual knowledge of that death and, in either case, once we’ve had reasonable opportunity to act on it;
6. the agency will end after the owner notifies us in writing to end the agency and we have had a reasonable opportunity to act on it; and
7. if you authorize any third person, such as a bookkeeping service, an employee, or agent of yours to retain possession of or prepare items, you agree to assume full responsibility for any errors or wrongdoing performed or caused by such third person or any of its agents or employees if we should pay any such item.
YOU CANNOT TRANSFER AN ACCOUNT
You may not transfer an account to someone else without our express written permission. This does not limit your right to access your account by any permissible means.
CHANGE IN AUTHORIZED SIGNERS
Any owner, including one of the owners of a joint account, may add owners or authorized signers to an account; however, we have the right to require the signature of all owners to make the change. Only under special circumstances and subject to prior approval by us may an owner remove another owner or authorized signer from an account.
No change in owners or authorized signers is effective until we have received written notice of the change and have had adequate time to approve and act on it.
ADJUSTMENTS
If we (or you, or you and us together) make an error on your account, we can fix the error without first notifying you. For example, if:
• the dollar amount of your check is paid for the incorrect amount; • a deposit is added incorrectly;
• we apply a deposit to the wrong account;
we can fix the error without any special notice to you, though such a correction will normally appear on your statement if the error and the correction occur on different business days.
For accounts coded as Consumer and Business accounts, we may not adjust for insignificant errors unless you request it. For all other account types including Corporate and Commercial accounts, we may not adjust for deposit errors of $50.00 or less unless we have agreed with you to a lower adjustment amount.
RETENTION OF DOCUMENTS
You should retain your copy of deposit receipts and other documents associated with your deposit(s). Should you claim that a deposit was incorrectly credited, we may request a copy of your receipt or other documents associated with your deposits.
LIABILITY FOR CHARGES AND OVERDRAFTS
All account owner(s) are responsible to repay to us any overdraft amount and any overdraft fees charged to an account, no matter which owner caused it or why, subject to rights under the Electronic Fund 488
5 Transfer Act. That repayment is due immediately, and we will take it from your next deposit or whenever funds become available in your account. If there is more than one owner, each owner is separately, and all owners are jointly, responsible for an overdraft and any account fees. (This means we can collect the total from any owner(s), on any of the owner(s) accounts, but we won’t collect it more than once).
For more information on overdrafts please refer to the section titled Insufficient Funds and Overdrafts.
We list the charges that you may incur on your account in separate pricing information disclosures or agreements for your account.
TRANSACTION POSTING ORDER
We reserve the right to decide the order of the items we will pay and which items will be returned (if any). Our posting order may not be the same as the order in which you conducted a transaction and could result in overdraft fees, if you do not have available funds at the time the item is paid. Generally, we post the following three transaction types after the close of each business day in the following order:
1. Deposits we receive before the daily cutoff time will be posted before any withdrawals. (Refer to our Cutoff Time and/or Funds Availability section for cutoff time description.)
2. Your non-check withdrawals will be posted in date/time order, based on the date and time associated with each transaction. A date and time (if one is available) will be assigned to each transaction based on one of the following: (1) when the transaction was preauthorized (for example a debit card or ATM transaction was approved); or (2) when the transaction was processed by U.S. Bank (for example an ACH, or bill pay transaction for which there is no pre-authorization).
If a date and time is not available, these transactions are posted to your account after all transactions with a valid date and time or check number are complete, and posted to your account in order of amount, starting with the lowest transaction amount first (frequently referred to as low-to-high).
3. Your checks will be posted in check number order, starting with the lowest number. (For example: on Monday we may receive and post check # 107; on Tuesday we may receive check # 102 and # 105, and those would be posted on Tuesday in the order of lowest check number (e.g., # 102) posting first).
DEPOSITS
When you make a non-cash deposit to your account, we give you credit for that deposit, but that credit is provisional (temporary). If the deposit needs to be collected from another financial institution, we must be paid before the credit becomes final. After a credit is final it may still be reversed if the funds cannot be collected. See the sections titled Returned Deposited Items and Funds Availability. All deposit receipts are issued subject to our count and verification of the items deposited.
You should retain your copy of deposit receipts and other documents associated with your deposit(s). Should you claim that a deposit was incorrectly credited, we may request a copy of your receipt or other documents associated with your deposit.
Foreign Currency: Deposits received in a foreign currency, whether by check, foreign currency notes, wire-transfer, or otherwise, must be converted to U.S. dollars prior to being deposited into your account.
U.S. Bank will convert your funds at an exchange rate established by U.S. Bank and/or our foreign currency vendor on the business day when such exchange is processed. Currency exchange rates are determined in our sole discretion based on factors such as market conditions and risk, economic and business factors. The exchange rate is an all-in rate which includes our profit, fees, costs, and charges. Currency exchange rates will be applied to these deposits without notice to you. You agree to this procedure and accept our determination of the currency exchange rates.
Foreign currency conversions and verification of foreign currency notes can take time and exchange rates fluctuate at times significantly.
Foreign currency notes that are determined to be counterfeit, outdated, or out of circulation will be rejected for conversion and returned to U.S. Bank as unacceptable, and U.S. Bank may reverse any provisional credit made to your account when you deposited such items. You acknowledge and accept all risk that may result from such fluctuations, rejections and returns. Your transaction is a retail transaction. Retail foreign exchange conversion rates are different from the wholesale exchange rates for large transactions between two banks as may be reported in The Wall Street Journal or elsewhere. Exchange rates offered by other banks or shown at other sources (including online sources) may be different from our exchange rates. The exchange rate you are offered may be different from, and likely inferior to, the rate paid by U.S. Bank to acquire the underlying currency. The exchange rate may also be different from a rate offered by U.S. Bank to a different customer, at a different time, for a different transaction amount, or in a different payment channel (checks, wire-transfers, etc.).
U.S. Bank sometimes relies on other financial institutions or vendors in the conversion process. In this event, the conversion and acceptance of notes will be in accordance with the policies and procedures of that bank or vendor and the funds will be converted at the exchange rate determined by that bank or vendor. Any fees or charges assessed by that bank or vendor will be passed on to you. Your final credit will be adjusted to reflect that final exchange rate and acceptance of notes less all fees or charges.
Foreign Checks: Checks and other items drawn off a foreign financial institution, whether negotiable in a foreign currency or in U.S. dollars may require special funds collection processing by us. As a result, funds availability may be delayed. If you deposit such an item, you agree that we may delay funds availability at our discretion until we are satisfied that we have received final payment of the item.
Deposits by Mail: Deposits you send by mail are considered deposited on the business day it arrives at the bank. (See our Funds Availability section.)
Cutoff Time: A deposit made after our daily cutoff time on a business day, or on a day we are not open for all forms of business, will be considered deposited on the next full business day. (Refer to our Funds Availability section for cutoff time description.) The cutoff time applies to all accounts (savings, certificate of deposits, payments, etc.), not just checking accounts.
Endorsement: If you make a deposit to an account and you fail to endorse the item, we may add an endorsement on any item and you will be responsible for the item as if you endorsed it yourself.
We can refuse to accept any item or other type of deposit, for any reason, or no reason, or impose conditions on a deposit. For example, we can treat a deposit as an “inquiry” or take an item for “collection” instead of deposit. We may also decline to accept a large cash deposit or require you to make such a deposit at a location and time of our choosing.
RETURNED DEPOSITED ITEMS
The funds you deposit to your account are subject to normal collection processes even after we make the funds available to you for withdrawal (i.e., the check has “cleared”). If we do not collect the funds, or we need to return the funds, your deposit will be reversed and become your responsibility. Returned items are charged back to your account and a Return Item Advice notice is mailed to the primary account address on file.
For example:
• The deposit amount of the check is recorded incorrectly to your account. The person who wrote the check catches the error, and reports it to their bank, who in turn reports it to us. We would reverse the incorrect portion of the deposit and correct the mistake.
• A check you deposit has a forged endorsement. The person who wrote the check notices the forgery and reports it to their bank, who reports it to us. We would reverse the deposit and collection of the check would become your responsibility.
For business accounts only, there will be one fee posted for the sum of all Returned Deposited Item fees returned within a single transaction as well as applicable overdraft fees if sufficient funds are not in your account to cover your items.
We may withhold the availability of funds represented by a returned deposited check.
CHECK 21
Check processing is getting faster as banks begin to process checks “electronically.” We are required by law to provide the notice in the following section (SUBSTITUTE CHECKS AND YOUR RIGHTS), which explains the differences between your original check (which might not be returned) and a substitute check, and your rights in the event the substitute check causes a loss that would have been avoided if the original check was still available.
SUBSTITUTE CHECKS AND YOUR RIGHTS
What is a substitute check?
To make check processing faster, federal law permits banks to replace original checks with “substitute checks”. These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of the substitute check states:
“This is a legal copy of your check. You can use it the same way you would use the original check.” You may use the substitute check as proof of payment just like the original check.
Some or all of the checks that are returned to you from us may be substitute checks. This notice describes your rights you have when you receive substitute checks from us. The rights in this notice do not apply 489
6 to original checks, photocopies of original checks, or to electronic debits to your account. However, you have rights under other laws with respect to those transactions.
What are my rights regarding substitute checks?
In certain cases, federal law provides a special procedure that allows you to request a refund for losses you suffer if a substitute check is posted to your account (for example, if you think that we withdrew the wrong amount from your account or that we withdrew money from your account more than once for the same check). The losses you may attempt to recover under this procedure may include the amount that was withdrawn from your account and fees that were charged as a result of the withdrawal (for example, overdraft fees).
The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substitute check, whichever is less. You are also entitled to interest on the amount of your refund if your account is an interest-bearing account. If your loss exceeds the amount of the substitute check, you may be able to recover additional amounts under other law.
If you use this procedure, you may receive up to $2,500.00 of your refund (plus interest, if your account earns interest) within ten business days after we received your claim and the remainder of your refund (plus interest, if your account earns interest) not later than 45 calendar days after we received your claim.
We may reverse the refund (including any interest on the refund) if we later are able to demonstrate that the substitute check was correctly posted to your account.
How do I make a claim for a refund?
If you believe that you have suffered a loss relating to a substitute check that you received and that was posted to your account, please call customer service (see last page for phone numbers) or write to us at U.S. Bank, 60 Livingston Ave, EP-MN-WS5D, St. Paul, MN 55107.
You must contact us within 40 calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed) the substitute check in question or the account statement showing that the substitute check was posted to your account, whichever is later. We will extend this time period if you were not able to make a timely claim because of extenuating circumstances.
Your claim must include:
1. a description of why you have suffered a loss (for example, you think the amount withdrawn was incorrect);
2. an estimate of the amount of your loss;
3. an explanation of why the substitute check you received is insufficient to confirm that you suffered a loss; and
4. a copy of the substitute check or identifying information such as the check number and the name of the person to whom you wrote the check.
COPIES OF DOCUMENTS
We do not typically keep the original paper documents (like deposit slips) associated with your account for a long time. We image most of the documents that end up with us and destroy the paper originals.
Electronic images is one type of media that is used, but as technology changes, there are and will be other imaging techniques. You agree that such images will be sufficient for all purposes.
See the section titled CHECK 21. To facilitate check imaging and electronic check collection, it is important that you take care with the transactions you create on paper. When completing a check, you must:
1. write clearly;
2. use black or dark blue ink in the date, pay to, amount, and signature fields; and
3. use only the space provided for your part of a transaction. (See the section on ENDORSEMENT STANDARDS.)
You agree to reimburse us for any losses and costs we incur as a result of a poor check image caused by a deficiency in the written check, whether due to your failure to follow these guidelines or otherwise.
You also agree to reimburse us for any losses and costs we incur as a result of a poor check image caused by a deficiency in the written check that you accepted and deposited as the payee.
NIGHT DEPOSITORY
If you arrange for night depository services, you must comply with the following two rules and also comply with the rules in any separate night depository agreement.
1. Use of Containers. Each deposit placed in the depository must be contained in a sealed envelope, or in a bag or pouch that has been approved or supplied by us. Deposits are only processed to accounts held at U.S. Bank.
2. Care. You must take appropriate care when you put the container in our night depository or other facility to make sure the container is received by us.
Our responsibility for the security of the container and the drawer or facility is to use reasonable care. This means we are not automatically liable for just any loss, only for losses that result from our own negligence, only to the extent we caused a loss, and reduced by your contribution to any loss. In legal terms, we are a “bailee” until the point:
• when we open the container and inventory its contents (if that is what we are asked to do); or
• when you sign the receipt for or take custody of the
container (if we do not open the container).
CHECKS
Post-Dated Checks. We are not responsible to you if we pay a check before its date, even if we have noticed that it is post-dated. If we, at our option, refuse to pay a check because it is presented before its date, you will have to pay, if applicable, the fee we charge for an overdraft. If you want to be sure we do not cash it before its date, you must stop its payment by following our rules for stop payments in the STOP PAYMENTS section of this Agreement and follow our procedures for revoking a stop payment request.
Stale-Dated Checks. A “stale-dated” check is one that is brought to us for payment more than six months after its date. We may pay, or refuse to pay, a check brought to us (“presented”) more than six months after its date. The general rule is we will pay the check, however we may return the check for insufficient funds. In addition, the check would be subject to an overdraft. If you do not want us to pay a stale-dated check, you must place a stop payment order on the check.
Check Legends. We are not required to honor any legends or memos you put on your checks, even if we are aware of them. By a “legend” or “memo” we mean a message, such as “not valid for more than $50.00” or “do not pay more than ten days after date” or “paid in full”.
Check Forms. Checks are sorted and copied by high speed equipment.
If you don’t buy your checks through us, you must get them approved by us or we will not be responsible if your checks do not process correctly. See the section titled COPIES OF DOCUMENTS for additional information on inks and related issues.
Deposits of Checks at ATMs
We reserve the right to refuse to credit your account for ATM deposits of the following items. If an item is refused the item or a substitute check may be returned via mail to the primary account address.
1. All the check payees are not listed on the account;
2. Checks payable to a business and the business name is not listed on the account. (Checks payable to a business must be deposited into an account that includes the name of the business on the associated account);
3. Improperly endorsed (for example, different endorser than payee);
4. Restrictive wording (on the deposited item);
5. Post-dated (greater than one day after the ATM network business day);
6. No date or incomplete date;
7. Altered in any way;
8. Photocopy of item;
9. Not signed by maker;
10. Traveler’s check with different counter signature;
11. Drawn on a foreign bank;
12. Missing the numeric amount and/or the written amount;
13. Numeric amount and written amount do not match;
14. No payee listed;
15. Federal tax refund checks not endorsed by payee or payees; and
16. Any other instrument which is not a check or negotiable instrument.
ENDORSEMENT STANDARDS
The payee of a check (the person to whom a check is payable) must sign (endorse) the check on the back in the space shown in the picture. If a check is transferred to someone else before it gets deposited or cashed, that person (the transferee) may also be required to sign the check.
Every bank that handles a check on its way to the bank that is asked to pay it also has to identify itself on the back of the check. The space for those banks is to the right of the space shown for the payee and other “holders” (see picture below).
When you endorse a check, you must:
490
7 1. clearly sign your name;
2. use black or dark blue ink if possible;
3. never use a faint color, like red, pink or any pastel, or a gel ink (these do not copy well);
4. sign near the top of the space provided, or just below any other signature in that space;
5. stay out of the area below the space for endorsers (most check forms have a line separating the endorsement area); and
6. keep any stamp within the area set aside for handwritten signatures.
The picture on this page shows you the correct endorsement area.
Why is this important?
If your endorsement of a check, or the endorsement of someone from whom you took the check, either:
1. causes a delay in a necessary notice to someone else, or
2. prevents someone from being identified quickly enough (and therefore cannot get notice or cannot get it in time).
You will be responsible for the check and the loss that occurs because it is not paid. It will then be up to you to try and recover from someone else who might be liable.
INSUFFICIENT FUNDS AND OVERDRAFTS
“Account Balance” means the funds in your account, including deposits and withdrawals made to date. Not all your transactions will be immediately reflected. As a result, only part of this balance may be available for withdrawal.
“Available Balance” means the amount of money that can be withdrawn at a point in time. The Available Balance will be less than the Account Balance when there are pending transactions such as:
• Funds held from deposits: These funds have been deposited but are not yet fully available for withdrawal or transfer. Once these funds are available, they will be reflected in the Available Balance.
• Funds held for debit card authorizations: This reflects merchant-authorized requests for payment, when the final charge has not been submitted by the merchant. Debit card authorizations will be reflected as pending transactions and/ or will reduce your Available Balance from the time we receive the authorization until the merchant presents the item for payment. If the debit card transaction has not been presented for payment within three business days, it may be removed from your pending transactions and your Available Balance may no longer be reduced by the authorization amount. Once the final charges have been received and processed, they will be reflected in the Available Balance.
• Any other holds on funds in your account.
Note: The Available Balance does not reflect every transaction you have initiated or previously authorized. Items that may not be reflected in your Available Balance include, but are not limited to:
• Outstanding checks and authorized automatic withdrawals (such as recurring debit card transactions, transfers, and ACH transactions that we have not received for payment or processing).
• The final amount of a debit card purchase. For example, we may authorize a purchase amount from a restaurant or a gas station, but the authorized amount may be different from the final charge. Once a final charge has been received and processed, it will be reflected in the Available Balance. (Please refer to “Debit Card Transactions” subsection for more information about how these situations are handled.)
• Scheduled bill payments that have not yet been processed. • Debit card transactions that have been previously authorized but not sent to us for payment from your account where we have released the transaction authorization hold and the transaction is sent for payment from your account at a later date.
“Insufficient funds” means your Available Balance is insufficient to pay the transactions you are attempting from that account.
Having insufficient funds in your account could lead to returned items, which refers to any withdrawal or transfer that we return because it exceeds your Available Balance on a given day. Examples of withdrawals that could be returned may include any checks, ACH transactions, online or mobile bill payments, or any other debit from your account where we return it because it is for more than the Available Balance you have in your account at the time the transaction is presented to your account. We reserve the right to pay an insufficient funds withdrawal and overdraw your account, which may result in an Overdraft Paid Fee. If we’ve paid insufficient funds items before, we are not required to do it in the future.
“Overdraft” means a transaction has caused the Available Balance on an account to become a negative number. An overdraft can happen, for example:
• by writing a check without enough money in your checking account to pay the check, and we pay the item;
• by making a withdrawal from your account that exceeds your Available Balance;
• by using your U.S. Bank debit card for payment without enough money in your checking account to cover the amount authorized or the amount paid to the merchant. If any debit card transaction results in a negative Available Balance at the time it is presented for payment;
• by making a deposit, withdrawing money based on the credit received from that deposit, and then having that deposit reversed because the deposited item is later returned to us unpaid; • by withdrawing money from your account and not having enough money left to pay any related charges posted to the account; • when funds are credited to your account in error and you use the funds, and the reversal of the credit results in an overdraft; or • when fees such as monthly maintenance fees are charged, and you do not have sufficient funds to cover.
Our Options: You do not have the right to withdraw funds that exceed the Available Balance on your account. When an item of yours overdraws an account, we can either pay or return the item. You cannot choose which items we pay or return, except as identified in your selection of “Overdraft Handling” (as identified later).
If we get a batch, or multiple batches, of such items in a day (for example, checks, ATM purchase transactions, and debit card purchase transactions typically come in batches), and if one, some or all of them would overdraw the account if paid, we will post items in accordance with the “Transaction Posting Order” section listed within this Agreement. This may result in processing larger dollar items before smaller dollar items, even though this would have the effect of reducing your Available Balance more quickly.
Our Fees: We charge an Overdraft Paid Fee for each item or transaction we pay that causes the Available Balance to become negative or occurs while the Available Balance is negative on the account. Any Overdraft Paid Fees are deducted from your account on the next business day.
See the current pricing information disclosure for information on fees and how fees will be assessed. If you want to avoid the inconvenience and extra expense of overdraft fees, refer to the sections titled “Overdraft Handling” on page 7 and “Overdraft Protection Plans” on page 8 for information.
There are some circumstances that can take your account into a negative balance where we will not charge a fee, for example:
• If certain fees such as your monthly maintenance fee are the only items that resulted in the negative balance.
• If the negative Available Balance is less than our threshold. See your pricing information document (see page 3 for a list of pricing documents and how to obtain a copy) for more information.
Your responsibilities for overdrafts: If you have an overdraft on your account (excluding consumer checking accounts), you must deposit enough money into your account to pay both the overdraft amount and the fees we charge. If you have an overdraft on your consumer checking account only (excluding Safe Debit accounts), please refer to the section titled “U.S. Bank Overdraft Fee Forgiven” on page 8 for more information. If you share ownership of your account with someone else, you are responsible for the overdraft, whether or not you personally caused the overdraft or benefited from it.
OVERDRAFT HANDLING
Consumer Checking and Money Market Accounts:
Most U.S. Bank Consumer checking and money market accounts come with Standard Overdraft Coverage. Under Standard Overdraft 491
8 Coverage we will authorize and pay overdrafts for these types of transactions at our discretion:
• Checks and other transactions using your checking account number
• Automatic bill payments
• Recurring debit card transactions, for example setting up your debit card to automatically pay a monthly gym membership. We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction.
If we pay these transactions into overdraft, we may charge an Overdraft Paid Fee. See the pricing information disclosures for additional details (see page 3 for a list of pricing documents and how to obtain a copy).
In addition to Standard Overdraft Coverage, you have the following options outlined below.
ATM and Debit Card Overdraft Coverage:
Upon opening your U.S. Bank consumer checking or money market account, or after your account is opened, you have the option to say ‘Yes’ or ‘No’ to ATM and Debit Card Overdraft Coverage.
If you say ‘Yes’
If you choose to say ‘Yes’, you allow U.S. Bank to authorize and pay ATM and everyday debit card transactions (purchases made with your debit card on a day-to-day basis) that may cause the Available Balance in your account to become negative. If this happens and the negative Available Balance is $50.01 or more, we may charge an Overdraft Paid Fee for each item paid greater than $5.00.
If you say ‘No’
If you choose to say ‘No’, you do not allow U.S. Bank to authorize and pay ATM and everyday debit card transactions into a negative Available Balance. If we do not authorize and pay an overdraft your transaction will be declined and you will not be charged a fee.
In limited circumstances, your ATM or everyday debit card transaction may be processed, resulting in your Available Balance becoming negative. These situations may include, but are not limited to:
• A debit card transaction is processed for more than the preauthorized amount. For example, we may authorize a purchase amount from a restaurant or a gas station, but the authorized amount may differ from the final charge (Please refer to “Debit Card Transactions” subsection for more information about how these situations are handled.);
• A debit card transaction that obtained an authorization based on a sufficient Available Balance in your account, but is sent to us for payment later when your Available Balance is no longer sufficient to cover the item;
In these situations, you will not be charged an Overdraft Paid Fee.
If you wish to discuss your options or change your account election at any time, visit a local U.S. Bank branch, call customer service (see last page for phone numbers) or visit usbank.com. Please be aware it may take up to three business days to implement your request.
U.S. Bank Overdraft Fee Forgiven
All consumer checking accounts (excluding Safe Debit Accounts) are eligible to have Overdraft Paid Fee(s) waived with qualifying deposits (see below). The Overdraft Fee Forgiven period starts the first day your Available Balance becomes negative and you were charged an Overdraft Paid Fee(s). U.S. Bank will review your account for a fee waiver at 11 p.m. ET on the day we charged the Overdraft Paid Fee(s).
In the event your Available Balance at the end of the business day is or would be overdrawn by $50.00 or less, we will not charge an Overdraft Paid Fee. If your Available Balance* at 11 p.m. ET is $0 or more, the Overdraft Paid Fee(s) charged will be waived.
*Excluding the Overdraft Paid Fee(s) and including immediate and same day deposits.
If you have Overdraft Protection and your account becomes overdrawn Overdraft Protection funds will be accessed (and applicable fees charged) before the account is eligible for Overdraft Fee Forgiven.
Deposits that generally will qualify for Overdraft Fee Forgiven include:
• ACH and electronic deposits;
• Cash deposits;
• Wire transfers;
• ATM deposits at U.S. Bank ATM;
• Check deposits in branch;
• Internal transfers from another U.S. Bank account.
Deposits that generally will not qualify for Overdraft Fee Forgiven include:
• Mobile check deposit;
• Extended hold placed on a deposit;
• Deposits into new accounts opened less than 30 days where funds are generally made available the fifth business day after the day of your deposit.
Requested Return:
You may ask us to place your account in Requested Return status.
When you select this option, you are automatically choosing to say ‘No’ to ATM and Debit Card Overdraft Coverage (refer to If you say ‘No’ for more details). In addition, we will attempt to return items which would result in an overdraft to your account such as checks, and automatic bill pay transactions.
• Note that when you select Requested Return, you may be charged fees by the merchant or service provider.
• Please understand we will not be able to return all items. If we pay an item, for any reason, you will be charged the applicable Overdraft Paid Fee (with the exception of ATM and everyday debit card transactions). These situations include, but are not limited to: recurring debit card transactions when a merchant had obtained an authorization for the first instance, but did not obtain a new authorization for subsequent occurrences (for example, a monthly gym membership); or other transactions/adjustments that may be processed in accordance with our Transaction Posting Order resulting in an insufficient Available Balance (Refer to “Transaction Posting Order” section listed within this Agreement).
We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction.
If you wish to select Requested Return, visit a local U.S. Bank branch or call customer service (see last page for phone numbers). Please be aware it may take up to three business days to implement your request and items may or may not be returned during that time.
Business Options for Checking and Money Market Accounts For Business Checking and Business Money Market accounts, we will authorize and pay overdrafts for all types of transactions at our discretion. If we pay these transactions into overdraft, we may charge an Overdraft Paid Fee.
Requested Return
You may ask us to place your account in Requested Return status.
When choosing this option, we will attempt to return and/or decline items which would result in an overdraft to your account. • Note that when you select Requested Return, you may be charged fees by the merchant or service provider.
• Please understand we will not be able to return all items. If we pay an item, for any reason, you may be charged an Overdraft Paid Fee.
If you wish to request Requested Return, visit a local U.S. Bank branch or call customer service (see last page for phone numbers).
Please be aware it may take up to three business days to implement your request and items may or may not be returned during that time.
Other sections: While many other sections of this Agreement relate to these issues, these sections are particularly appropriate:
• Setoff (page 16)
• Security Interest in Accounts (page 17)
• Funds Availability: Your Ability to Withdraw Funds - All Accounts (page 18)
• Electronic Fund Transfers for Consumer Customers (page 20) • Limits on Transfers (page 21)
• Electronic Fund Transfers for Business Customers (page 23)
OVERDRAFT PROTECTION PLANS
Consumer Overdraft Protection
U.S. Bank offers Overdraft Protection Plans to help you avoid the inconvenience of having a check returned, and/or a debit card purchase rejected, resulting in the expense of overdraft fees. These Overdraft Protection Plans allow an eligible account to be linked to a U.S. Bank Personal Checking Account(s) (“checking account(s)”) to cover overdraft situations when the Available Balance is insufficient to cover checks presented for payment and/or Available Balance has been reduced due to pending authorized debit card transactions, as specified in subsection “Debit Card Transactions”.
U.S. Bank lets you choose which eligible accounts are linked to your checking account for Overdraft Protection, and the order in which those accounts are accessed to transfer funds to your checking account. Some eligible accounts (e.g. depository accounts) do not have Overdraft Protection Transfer fees, and if you have deposit and credit accounts linked for Overdraft Protection, the first Overdraft Protection Account determines whether a fee is charged (if any).
492
9 You can choose to link up to three eligible U.S. Bank accounts to your personal checking account for Overdraft Protection. Owner(s) who are signers on the checking account must also be signers on the account(s) linked for Overdraft Protection.
Eligible accounts include:
• U.S. Bank personal savings account or money market account • U.S. Bank Reserve Line of Credit
• U.S. Bank, State Farm or Edward Jones consumer credit card • A secondary U.S. Bank or Edward Jones personal checking account
• U.S. Bank Personal Line of Credit
• U.S. Bank Home Equity Line of Credit
• Other U.S. Bank Lines of Credit
If you have linked eligible accounts, and the negative Available Balance in your checking account is or would be overdrawn by $5.01 or more, the advance amount will transfer in multiples of $50.00. If the negative Available Balance is or would be $5.00 or less, the amount advanced will be $5.00. The Overdraft Protection Transfer Fee is waived if the transfer is made from a deposit account or the negative Available Balance in your checking account is $50.00 or less.
If the negative Available Balance in your checking account is caused by monthly fees, such as a maintenance fee or statement/image fee only, overdraft protection will not advance and no Overdraft Protection Transfer Fees will apply. (For example, the account is overdrawn due to a Monthly Maintenance Fee, overdraft protection will not advance. If additional transactions post, overdraft protection will advance to cover the negative Available Balance amount and an Overdraft Protection Transfer Fee may be charged.) If the account linked for Overdraft Protection does not have enough funds to cover the overdrawn amount, the current Available Balance will still be transferred to reduce the overdrawn amount.
If there is more than one account linked for Overdraft Protection and the Available Balance of the first linked account is not enough to cover the overdrawn balance, the next linked account will transfer funds in multiples of $50.00 to cover the remaining overdrawn balance. When multiple accounts are linked as Overdraft Protection, the first account funds are transferred from determines the amount of the Overdraft Protection Transfer Fee (if any).
For each day an Overdraft Protection transfer occurs, a bank fee will be charged to the checking account that received the transfer. Refer to the pricing information disclosures Overdraft Protection Transfer Fee for fee amount (see page 3 for a list of pricing documents and how to obtain a copy). These disclosures can be obtained by contacting a U.S. Bank branch or calling customer service (see last page for phone numbers).
While no fee will be charged to your U.S. Bank savings account, money market account, secondary checking account, U.S. Bank Reserve Line of Credit, U.S. Bank, State Farm or Edward Jones Credit Card, U.S. Bank Personal Line of Credit, or U.S. Bank Home Equity Line of Credit, for any automated advance to cover an overdraft to your associated deposit account, you will incur an interest charge according to the terms of your agreement governing your credit account. Advances on a U.S.
Bank or Edward Jones Credit Card Overdraft Protection Plan account are subject to the standard cash advance interest rate, as well as the current cash advance fee. Please refer to your U.S. Bank Reserve Line of Credit, U.S. Bank Credit Card, State Farm or Edward Jones Credit Card, U.S. Bank Personal Line of Credit or U.S. Bank Home Equity Line of Credit for information regarding interest charges.
When the Bank accesses funds from an eligible line of credit or credit card, these types of transfers may be subject to additional charges such as annual fees. In addition, you may be subject to interest that will accrue on the amounts advanced in accordance with your line of credit or cardmember agreement.
Business Banking Overdraft Protection
U.S. Bank offers Overdraft Protection Plans to help you avoid the inconvenience of having a check returned, and/or a debit card purchase rejected, resulting in the expense of overdraft fees. These Overdraft Protection Plans allow an eligible account to be linked to a U.S. Bank Business Checking Account(s) (“checking account(s)”) to cover overdraft situations when the Available Balance is insufficient to cover checks presented for payment and/or Available Balance has been reduced due to pending authorized debit card transactions, as specified in subsection “Debit Card Transactions”.
U.S. Bank lets you choose which eligible accounts are linked to your checking account for overdraft protection. Only one deposit product and one credit product may link to a business checking account. When the checking account has a linked Business Reserve Line of Credit, the system will automatically draw from that account first, which may incur a fee. If the checking account does not have a linked Business Reserve Line of Credit and has both a credit product and a deposit product linked as overdraft protection, the system will draw from the deposit product first, which will not incur a fee. Funds only draw from the credit product (excluding Business Reserve Line of Credit) if the deposit product has insufficient available funds.
The name of the business on the business checking account must match the name of the business on the business credit overdraft protection plan account. The name(s) of the account signer(s) on the business checking account may also be required to match the account signer(s) on the business Overdraft Protection Plan account.
Eligible accounts include:
• U.S. Bank Business Savings or Money Market Account
• A secondary U.S. Bank Business Checking Account
• U.S. Bank Business Reserve Line of Credit
• U.S. Bank, State Farm or Edward Jones Business Credit Cards • U.S. Bank Cash Flow Manager or Advantage Line
If you have a U.S. Bank Business Savings, Business Money Market account, or secondary U.S. Bank Business Checking account linked as Overdraft Protection, any automatic advances will be in $200.00 increments made to cover the overdraft. Automated transfers from a U.S. Bank deposit account are not assessed Overdraft Protection Transfer Fees.
If you have a U.S. Bank Business Reserve Line of Credit linked as overdraft protection, any automatic advances will be in $200.00 increments made to cover the overdraft. Please refer to your U.S. Bank Business Reserve Line Agreement for information regarding interest charges.
If you have a U.S. Bank, State Farm or Edward Jones Business Credit Card linked as overdraft protection, any automatic advances will be in $25.00 increments made to cover the overdraft. Advances on a U.S. Bank, State Farm or Edward Jones Business Credit Card Overdraft Protection Plan account are subject to the standard cash advance interest rate, as well as the current cash advance fee.
When the Bank accesses funds from an eligible line of credit or credit card, these types of transfers may be subject to additional charges such as annual fees. In addition, you may be subject to interest that will accrue on the amounts advanced in accordance with your line of credit or Cardmember Agreement. Please refer to your Cardmember Agreement for information regarding charges and fees.
Each time an overdraft protection transfer from a Business Reserve Line or a U.S. Bank, State Farm or Edward Jones Business Credit Card automatically transfers funds to the checking account, an Overdraft Protection Transfer Fee (daily fee) applies. The transfer fee amount posts as a separate transaction to the checking account.
Refer to the Business Pricing Information or U.S. Bank Business Essentials® Pricing Information disclosure(s) for current fees. This disclosure can be obtained by stopping in a U.S. Bank branch.
If you have a U.S. Bank Cash Flow Manager linked as overdraft protection, any automatic advances will be in $100.00 increments made to cover the overdraft. While no Overdraft Protection Transfer Fee is charged to the Cash Flow Manager account for any automated advance to cover an overdraft to your associated deposit account, you will incur an interest charge according to the terms of your agreement governing your credit account. Please refer to your U.S. Bank Cash Flow Manager agreement for information regarding interest charges.
If the negative Available Balance is caused by a monthly maintenance fee, service fee or statement/image fee only, overdraft protection will not advance and no Overdraft Protection Transfer Fees will apply. (For example, the account is overdrawn due to a Monthly Maintenance fee, overdraft protection will not advance. If additional transactions post, overdraft protection will advance to cover the negative Available Balance amount and an Overdraft Protection Transfer Fee may be charged.) If the account linked for Overdraft Protection does not have enough funds to cover the incremental amounts listed above, the current Available Balance will still be transferred to reduce the overdrawn amount. If there is more than one account linked for Overdraft Protection and the Available Balance of the first linked account is not enough to cover the overdrawn balance, the next linked account will transfer funds in the increments listed in this section. In the event the Available Balance in the second linked account does not have enough funds to cover the incremental amount, the Available Balance will be transferred.
Business Overdraft Protection Agreements
U.S. Bank also offers certain business customers overdraft protection through separate written agreement. The terms of such agreement shall govern those Business Overdraft Protection Plans. 493
10 REFUSING PAYMENT ON YOUR CHECKS
You must fill in an amount (in words and numbers) correctly and clearly, and sign your name on checks you write. You should fill in the date and name a payee on your checks. If you don’t name a payee, anyone can cash the check. If you fail to follow these rules, we may refuse to honor your checks.
When a check you write is presented to us by another bank for payment, we will generally accept the endorsements on the check, because if an endorsement is missing or forged, we have rights against the other bank that protect us. When a check of yours comes to us other than through another bank, we might not cash it if we are not comfortable with the endorsements on it or the identity of the person who presents it. This is especially true with an endorsement in the name of a business entity.
You agree that we may refuse to exchange for cash any check drawn on your account unless the presenter of such check also maintains a deposit account with us. If we agree to do so, then we may require anyone who presents a check for payment in person (other than an account owner presenting a check on his or her own account) to:
• pay a fee to cash the check if applicable; and
• give a fingerprint or thumbprint, and identification, as a condition of cashing a check.
You understand and agree that our refusal to cash a check for a non-customer or our enforcement of these requirements will not be considered a “wrongful dishonor” of your checks.
FUNDS TRANSFERS
Unless we have entered into a specific written agreement with you that provides otherwise, payment orders you give to us for the transfer of funds out of the account by wire transfer or otherwise, and payment orders we receive for the transfer of funds into the account, will be governed by this section, subject to rights under the Electronic Fund Transfer Act. In addition, your rights and obligations with respect to a payment order, and our rights and obligations, will be governed by (a) any separate written agreement with us; then (b) this section; and then, to the extent not specified in a separate written agreement or this Agreement; (c) by Article 4A of the Uniform Commercial Code (“UCC4A”) as enacted in the state in which you have your account with us.
We reserve the right to refuse to accept any payment order. Payment orders are accepted when they are executed by us. We may process any payment order request (as well as any amendment or cancellation request concerning a payment order) that we believe is transmitted or authorized by you if we act in compliance with a security procedure agreed upon by you and us. Such payment orders will be deemed effective as if made by you, and you will be obligated to pay the amount of such orders, even though they are not transmitted or authorized by you. Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a payment order (among other ways) by placing a telephone call to you. If we cannot reach you, or if the payment order is not confirmed or approved in the manner we require, we may refuse to execute the payment order.
YOU AGREE THAT IF A PAYMENT ORDER OR CANCELLATION
THEREOF IDENTIFIES THE BENEFICIARY BY BOTH NAME AND AN
IDENTIFYING NUMBER, AND THE NAME AND NUMBER IDENTIFY
DIFFERENT PERSONS OR ACCOUNT HOLDERS, EXECUTION AND
PAYMENT TO THE BENEFICIARY OR CANCELLATION MAY BE
MADE SOLELY ON THE BASIS OF THE IDENTIFYING NUMBER.
YOU ALSO AGREE THAT IF A PAYMENT ORDER IDENTIFIES AN
INTERMEDIARY BANK OR THE BENEFICIARY’S BANK BY BOTH
NAME AND AN IDENTIFYING NUMBER AND THE NAME AND
NUMBER IDENTIFY DIFFERENT PERSONS, EXECUTION OF THE
PAYMENT ORDER BY ANY BANK MAY BE MADE SOLELY ON THE
BASIS OF THE IDENTIFYING NUMBER.
If we receive a funds transfer into any account you have with us, we are not required to give you any notice of the receipt of the funds transfer.
The funds transfer will appear on your next periodic statement. To confirm the completion of funds transfers, please contact us through customer service (see last page for phone numbers), usbank.com or the U.S. Bank Mobile App. Prior to the acceptance of an outgoing payment order, the outgoing payment order may be cancelled, but may not be amended or modified, if the beneficiary’s bank is located within the United States of America and the outgoing payment order is to be paid in U.S. dollars. Other outgoing payment orders may not be cancelled, amended or modified. We must receive your cancellation in a reasonable time prior to the time we execute the outgoing payment order. Payment orders sent by Fedwire will be subject to the Federal Reserve’s Regulation J, and payment orders sent via other payment systems will be subject to the rules of those systems. You agree that we may record all telephone conversations and data transmissions received from, made for or made on behalf of you pursuant to or in connection with a payment order.
SUBJECT TO RIGHTS UNDER THE ELECTRONIC FUNDS TRANSFER
ACT YOU AGREE THAT ALL ACTIONS AND DISPUTES CONCERNING
ANY PAYMENT ORDER, INCLUDING CANCELLATION OR
AUTHORIZATION RELATING THERETO, SHALL BE GOVERNED BY
UCC4A AND THIS AGREEMENT TO THE FULL EXTENT PERMITTED
BY LAW. FOR INFORMATION ON SUBMITTING A DISPUTE
REGARDING A PAYMENT ORDER, SEE THE STATEMENTS AND
NOTICES SECTION OF THIS AGREEMENT.
If an outgoing payment order in a foreign currency cannot be completed, the exchange rate that will apply to any refund due you will be the exchange rate in effect at the time on the day the refund is made. Additional fees may be deducted from a payment order amount by other banks involved in the funds transfer process.
We may route payment at our own discretion for each outgoing wire transfer. A wire transfer is irrevocable once payment has been transmitted to the beneficiary’s bank. At your request, we may request that the beneficiary’s bank return funds previously transferred.
However, you acknowledge that the beneficiary’s bank is under no obligation to comply with this request.
WITHDRAWAL RIGHTS, OWNERSHIP OF ACCOUNT, AND
BENEFICIARY DESIGNATION
The following rules govern the ownership and withdrawal rights of deposit accounts with the various titles given to them.
There are two primary issues that these rules control. The first is “withdrawal rights” and the second is “ownership.”
By “withdrawal rights” we mean who has access to the funds in the account for all purposes. These withdrawal rights will control, for example, whose instructions we must follow, whose checks we must pay, and whose withdrawal requests we must honor. These withdrawal rights do not control who actually owns the funds, as between multiple parties to an account.
By “ownership” we generally mean who owns the funds in the account.
In particular, by selecting a particular ownership, you are expressing your intention of how and to whom your interest in the funds in the account should pass in the event of your death.
If you create a type of account, you retain the right to change or close the account to the extent of the withdrawal rights you retain in your own name.
We make no representations as to the appropriateness or effectiveness of any particular ownership or beneficiary designations. Our only responsibility is to permit access to the account as provided by the withdrawal rights. You must consult with your own attorney or financial advisor as to whether and how to effect any change in actual ownership of funds in the account.
Individual Account. This is an account in the name of one person. Such an account is also referred to as a “single ownership” account.
Withdrawal Rights. The holder of such an account is the only person who has the right to withdraw from the account, unless we permit the holder to designate an agent or attorney-in-fact to the account.
Ownership. The holder of such an account is presumed to be the owner. Holding such an account, by itself, creates no additional ownership rights nor survivorship rights (nor does such type of ownership create or extinguish any community property rights). In almost all instances this type of account will pass, on the death of the owner, through the estate of the owner. (You must consult your own estate planner to be sure.)
Agents and “Attorneys-in-Fact.” The owner of this type of account can nominate an authorized signer or attorney-in-fact.
Joint Account - With Survivorship. If your account is opened as a joint account, we will treat it as a joint account with right of survivorship unless our account records demonstrate a different type of ownership.
This is an account in the names of two or more natural persons, with the following features:
Withdrawal Rights. Each joint tenant has complete and separate access to the funds and withdrawal rights, and each authorizes the other(s) to endorse for deposit any item payable to the joint tenant.
Upon the death of any joint tenant, any surviving joint tenant will have complete withdrawal rights to the balance of the account. If there is more than one surviving joint tenant, such survivors remain as joint tenants with right of survivorship with the same withdrawal rights provided in this section.
Each joint tenant reserves the right to change the ownership of the account to the extent of that owner’s withdrawal rights.
Ownership. Each joint tenant is presumed to “own” the funds in proportion to that person’s net contribution to the account. Each 494
11 joint tenant intends upon his or her death that the funds owned by such person will be owned by the survivor. If there is more than one survivor, the “ownership” of the decedent’s funds will be shared equally with such survivors.
Other Titles. In some states, it is advisable to add either “not as tenancy in common” or “not as a tenancy by the entirety” or both to ensure the intention described above.
Agents and “Attorneys-in-Fact.” Any joint tenant can nominate an authorized signer or attorney-in-fact who can hold all the same withdrawal and deposit rights as the authorizing owner, except the authorized signer or attorney-in-fact will not be an owner (a joint tenant).
Joint Account with Survivorship - Arizona. A Joint Account with Survivorship in Arizona has a unique feature that will change the “ownership” rights on the death of one of the joint owners if there is more than one surviving joint tenant and one of the surviving joint tenants is the surviving spouse of the deceased joint tenant.
Withdrawal Rights. This rule will not change the withdrawal rights to the account on the death of a joint tenant; it only affects the actual ownership of the account balance, which will only affect the survivors, and will not affect our responsibilities under the account.
Ownership. If two or more parties survive and one is the surviving spouse of the deceased party, the amount to which the deceased party, immediately before death, was beneficially entitled by law belongs to the surviving spouse. If two or more parties survive and none is the spouse of the decedent, the amount to which the deceased party, immediately before death, was beneficially entitled by law belongs to the surviving parties in equal shares, and augments the proportion to which each surviving party, immediately before the deceased party’s death, was beneficially entitled under law, and the right of survivorship continues between the surviving parties.
Tenancy in Common Accounts. A Tenancy in Common account is another form of joint account without the survivorship feature.
A Tenancy in Common account is also in the name of two or more individual owners.
Withdrawal Rights. Each joint tenant has complete and separate access to the funds and withdrawal rights, and each authorizes the other(s) to endorse for deposit any item payable to the joint tenant.
Until we receive notice of the death of any joint tenant, any tenant in common will have complete withdrawal rights to the entire account balance.
If more than one tenant in common survives the death of another tenant in common, such survivors remain as tenants in common between them.
Each tenant in common reserves the right to change the ownership of the account to the extent of that owner’s withdrawal rights.
Ownership. Each tenant in common is presumed to “own” the funds in proportion to that person’s net contribution to the account.
However, because of the extreme difficulty in determining such proportions over time, you agree that upon the death of one tenant in common, the balance in the account at the time immediately before the death of the tenant in common will be deemed to be owned in equal shares between all tenants in common. After death and our receipt of notice of such death, the decedent’s share will be set aside for the estate of the decedent, and the survivor’s share in the account balance will be at the disposal of the surviving tenant in common.
Other Titles. In some states this account is referred to as Joint Tenancy WITHOUT Right of Survivorship.
Agents and “Attorneys-in-Fact.” Any tenant in common can nominate an authorized signer or attorney-in-fact who can hold all the same withdrawal and deposit rights as the authorizing owner, except the authorized signer or attorney-in-fact will not be an owner (a tenant in common).
Marital Account (Wisconsin). This account is an account established by two persons in Wisconsin who claim to be husband and wife. This account is, for such persons, the same as the Tenancy in Common account described above.
Marital Account with P.O.D. Beneficiaries (Wisconsin). This account is, first, the same as a Wisconsin Marital Account (which is, in turn, the same as a Tenancy in Common account described above).
Withdrawal Rights. During the lives of both parties to the marriage, the withdrawal rights will be the same as for the Marital Account.
The beneficiaries have no withdrawal rights until the death of one of the marriage partners.
Ownership. Upon the death of one of the spouses, the surviving spouse owns 50% of the funds on deposit, and the P.O.D. beneficiary named by the deceased party (if that beneficiary is then surviving) owns the other 50%. Each spouse can name his or her own beneficiary.
If there is more than one beneficiary who is named by a party who survives, the shares of those beneficiaries will be equal.
On the death of one of the marriage partners, the account will have to be retitled and beneficiary shares will have to be redeposited or withdrawn.
Pay-on-Death Account. This is an account where one or more persons create the account and name one or more living persons as beneficiaries. Frequently the account title is A.B. Pay-on-Death to C.D. beneficiary.
Withdrawal Rights. The person who creates this type of account retains complete withdrawal rights in such an account during his or her lifetime and for his or her own benefit. The named beneficiary has no withdrawal rights to the account during the lifetime of the creator of the account. The owner can change or close the account, and change beneficiaries at any time.
On the death of the creator of the account, the beneficiary (on proof of death of the creator and proof of the identity as the named beneficiary), can withdraw the entire account balance. If there is more than one beneficiary who is named and survives the creator, the surviving beneficiaries acquire and can withdraw an equal share with the other surviving beneficiaries, without survivorship rights between beneficiaries. If a beneficiary dies before the creator, neither the beneficiary’s estate nor heirs acquire anything on the death of the owner.
If more than one person creates such an account, then such creators have complete and separate withdrawal rights between them during their joint lives, and the survivor of them will have complete withdrawal rights upon the death of the other creator.
Named beneficiaries can withdraw a share of the account balance only upon the death of the last creator and only if such beneficiaries are then alive (and upon proof of the deaths of the creators and their own identity as the named beneficiaries). In effect, if more than one person creates this type of account, with one or more beneficiaries, the account has first all the incidents of a “Joint Account with Survivorship” and only after there is but one joint tenant does the account have the incidents of a “Pay-on-Death” account.
Ownership. The creator of this type of account is presumed to own the funds during his or her lifetime and intends that ownership to pass to the beneficiary only upon his or her death and only if the named beneficiary survives him or her. If there is more than one creator, the ownership between such creators is the same as that between joint tenants with right of survivorship, with the same incidents upon the death of a joint tenant.
If there is more than one beneficiary who is named and survives the creator(s), the creators intend his, her or their ownership rights to pass to the then surviving beneficiaries in equal shares, with no survivorship rights between them.
Other Titles. This type of account has other names such as “Tentative Trust,” “Totten Trust,” “In Trust For” and “Revocable Trust.” In states where one of these trust accounts is recognized, the creators of such accounts will be referred to as a “settlor” or “grantor.” Nevertheless, all the incidents of such an account, the rights of the grantor(s) and beneficiaries are exactly the same as described for “Pay-on-Death” accounts above. Only the names have been changed.
Revocable Trust or Pay-on-Death Account (not subject to the Nonprobate Transfers Law of Missouri)
In Missouri, a Revocable Trust or Pay-on-Death account may include an appendage to its title “not subject to the Nonprobate Transfers Law of Missouri.” This appendage does not change the features of the account as described above for Pay-on-Death accounts.
Registration in Beneficiary Form - Missouri
Adding the acronym LDPS (which stands for lineal descendants, per stirpes) to a Revocable Trust or Pay-on-Death account in Missouri, changes the rights of beneficiaries of such accounts. LDPS designation means that if a named beneficiary of such an account dies before the account owner, then the unnamed lineal descendants of that deceased beneficiary will acquire the share of the deceased beneficiary on the death of the owner per stirpes.
Accounts Established Under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act (“UTMA/UGMA”)
An account established under a state’s UTMA/UGMA is controlled by a custodian for the use and benefit of a “minor” beneficiary who owns the funds. Only the custodian is authorized to act on the account, however, we may disclose account information to the minor or their authorized 495
12 representative. If you are the custodian or successor custodian of an account under a state’s UTMA/UGMA, you agree to comply with all applicable laws, including those related to use of the funds. When the minor reaches the age of termination under the applicable UTMA/ UGMA law, you must transfer any funds in the account to the minor.
If you fail to transfer funds to the minor as required, we may, at our sole discretion, limit transactions on the account, contact the minor for instructions, unless we receive prior written notice and supporting documentation establishing that the minor has not reached the age of termination, or pay remaining funds to the minor. You agree that it is your responsibility as custodian to consult your own legal or tax advisor about the governing state law.
Fiduciary Account
A fiduciary account is an account opened by or taken over by an executor, administrator, personal representative, guardian, conservator, trustee, or other fiduciary in such capacity. Any fiduciary named as a signer on a fiduciary account shall be solely responsible for acting in accordance with the terms of the applicable laws, will, court order or trust instrument establishing and covering the fiduciary relationship, and we are not responsible for examining, or insuring compliance with the provisions of any such law or instrument.
Corporate, Partnership, Limited Liability Company and other Organizational Accounts
These are accounts opened by any business organization or association.
We reserve the right to require the account holder(s) to furnish us with such resolutions, agreements or documents as we may reasonably request to evidence the authority of individuals to act on behalf of the account holder(s). We will honor such an authorization until we receive written notice of change from the governing body of the organization.
It is mutually agreed that the power and authority of each person named as authorized to take action with respect to the account shall continue in full force and effect until we receive actual written notice of revocation, whether the same be brought about by dissolution of the account holder or otherwise.
PLEDGES AND SECURITY INTERESTS IN FAVOR OF
OTHERS
You cannot give a security interest or pledge your account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else.
Unless we agree otherwise in a separate writing a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can be exercised, including any right that arises by surviving the death of an owner (for example, a surviving joint tenant or beneficiary of a pay-on-death account).
ACCRUAL OF INTEREST
We will begin to accrue interest on deposits drawn from other banks at the time we get credit for the deposit in the collection process, which is not necessarily the same time as the time we make funds available for withdrawal.
If your account (for example a savings account) earns a variable rate of interest, we can change that rate at any time without notice to you, except as specifically provided in writing in the account disclosure or agreement. If the interest rate for your account(s) or the index or other referenced rate upon which the interest rate for your account(s) is based, is at any time less than zero percent, you agree to pay all amounts of the negative interest or fees which we impose as compensation for the negative interest rate.
You can find out our current rates on accounts that earn interest in our branches, from customer service (see last page for phone numbers) or at usbank.com. The telephone number is at the end of this disclosure.
STOP PAYMENTS
Unless otherwise provided, the rules in this section cover stopping payment of items such as checks and drafts drawn on your account.
Rules for stopping payment on other types of transfers of funds, such as consumer electronic fund transfers, are covered elsewhere in the Electronic Fund Transfers for Consumer Customers section.
Here is what you must do to stop a payment:
ACH Check Conversion
An ACH Check Conversion is a transaction that starts as a paper check that you give to a merchant. The merchant converts the check, using the information on the paper, to send an electronic message to a bank to immediately take the money from your account. The merchant is required to post a notice about ACH Check Conversion in a prominent and conspicuous location at the time of the transaction. You can stop payment on an ACH Check Conversion only if it has not yet been presented by the merchant.
Checks and drafts
If you want to stop payment of a check, you must use the stop-payment tool in online banking or the mobile app, go to a U.S. Bank branch or call customer service (see last page for phone numbers). Writing to us will take too much time and we will not have time to act on your request before the check is paid. We may need the following information:
1. the account number the check is written on;
2. the dollar amount;
3. the check number.
This information must be exact and correct. If it is not, we will not be responsible if the item is paid.
Who can stop a payment and for how long?
1. Any owner can stop payment of any check on the account whether that owner wrote the check or not (and assuming the item can still be stopped).
2. A stop payment order is effective for 24 months. You must renew it prior to the expiration of the stop payment effective period or the item could get paid. We will not notify you when the stop payment effective period ends. Fees may be assessed for placing a stop payment order.
3. You must give us sufficient notice so that we have a reasonable period of time to act upon your request and verify that the item has not been paid.
Effect of a stop payment
When you stop payment of a check, you may still be obligated to the payee, and the payee may still have the right to collect on the check or the underlying transaction. If we have to defend ourselves for letting you stop payment on a check, you have to protect us by paying our expenses, including our reasonable attorney’s fees.
What if we don’t stop payment?
We cannot stop payment of a check that has already been paid.
If you ask us to stop payment of a check and we pay it anyway, we gain whatever rights the payee has against you. This means, if the check should have been paid, or the payee has the right to collect from you anyway, we can collect from you. Therefore, if we pay an item that should have been stopped, before we recredit your account, you will have to prove to us that by our payment you have suffered a loss and the cause is our failure to stop the payment.
What kinds of checks does this NOT apply to?
This section does not apply to items not drawn on your account, such as teller’s checks, official (cashier’s) checks, and accepted checks (e.g., certified checks). We have no responsibility to honor your request to stop payment of items not drawn on your account. If we agree to stop payment on these items, we may require you to provide us with additional security (for example, a bond or collateral) and you agree to indemnify us for any damages and costs we incur as a result of stopping payment of such items.
Fee
To stop a payment you must pay our fee, the amount of which is disclosed in the pricing information disclosure or agreement for your account.
DORMANT ACCOUNTS AND ESCHEAT
A dormant account is an account that has been inactive. “Dormant” is defined by state law and varies. Generally, “dormant” means there has been no client-initiated deposits, withdrawals or other communication from you about the account for the period of time as follows:
1. after 12 months for a checking account;
2. after 24 months for a savings account
Common examples of client-initiated transactions to keep your account active include, but are not limited to:
1. Non-reoccurring deposits or withdrawals made in person, online or at an ATM
2. Response to letters received from the bank related to inactivity For security reasons, we may refuse a withdrawal or transfer from an account we internally classify as dormant if we cannot reach you in a timely fashion to confirm the transaction’s authorization.
We charge a dormant account fee, unless excluded by account type or prohibited or restricted by state law. The dollar amount and frequency is disclosed in our pricing information disclosure.
If your account has a zero balance, we reserve the right to close it. Any accounts linked as overdraft protection will be de-linked as part of the closure process. Refer to CLOSING YOUR ACCOUNT for additional information.
496
13 Escheat is the term that is used to describe the process of transferring an account balance to the state government after an account has been dormant and if our attempts to contact you fail.
The time period after which funds must escheat to the state varies from state to state. Once the funds are transferred to the state, you may be able to recover the funds from the state itself, but not from us.
As permitted by the state, we may deduct the cost of required due diligence from the balance of your account. This due diligence may include first class and certified mailings or public notices about your account’s pending escheatment, as required by state law. Due diligence fees are nonrefundable.
FDIC PART 370 RECORD-KEEPING
Record-keeping for All Accounts
FDIC Rule Part 370 may require us to collect certain information from you in order to accurately calculate FDIC insurance coverage for your deposit account. Failure to provide this information to us could result in the delay of deposit insurance payments
Special Provisions for Third-Party Accounts
If you have opened a deposit account on behalf of the beneficial owner(s) of the funds in the account (for example as an agent, nominee, guardian, executor, custodian or funds held in some other capacity for the benefit of others), those beneficial owners may be eligible for “pass-through” insurance from the FDIC. This means the account could qualify for more than the standard maximum deposit insurance amount (currently $250,000 per depositor in the same ownership capacity). If the account has transactional features (such as check writing capabilities or the use of debit cards), as defined in 12 C.F.R. 370.2(j), you as the account holder must be able to provide a record of the interests of the beneficial owner(s) in accordance with 12 C.F.R. 370.5(a) and with the FDIC’s requirements as specified below.
The FDIC has published a Deposit Broker’s Processing Guide that describes the process to follow and the information you will need to provide in the event U.S. Bank fails. That information can be accessed on the FDIC’s website at https://www.fdic.gov/deposit/deposits/ brokers/. In addition, the FDIC published an Addendum to the Deposit Broker’s Processing Guide, section VIII, which is a good resource to understand the FDIC’s alternative recordkeeping requirements for pass-through insurance and is accessible at the website above. The Addendum sets forth the expectations of the FDIC for pass-through insurance coverage of any deposit accounts, including those with transactional features. The Addendum will provide information regarding the records you keep on the beneficial owners of the funds, identifying information for those owners, and the format in which to provide the records to the FDIC upon failure of U.S. Bank. You must be able to provide this information in a timely manner in order to receive payment for the insured amount of pass-through deposit insurance coverage as soon as possible. You have an opportunity to validate the capability to deliver the required information in the appropriate format so that a timely calculation of deposit insurance coverage can be made. Please contact your account representative for details on the validation process.
You agree to cooperate fully with us and the FDIC in connection with determining the insured status of funds in such accounts at any time.
In the event of failure of U.S. Bank, you agree to provide the FDIC with the information described above in the required format within 24 hours of the failure of U.S. Bank. As soon as the FDIC is appointed, a hold may be placed on your account so that the FDIC can conduct the deposit insurance determination; that hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance. You understand and agree that your failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against you from the beneficial owners of the funds in the account. If you do not provide the required data, your account may be held or frozen until the information is received, which could delay when the beneficial owners could receive funds. Notwithstanding other provisions in this Agreement, this section survives after a receiver is appointed for us, and the FDIC is considered a third-party beneficiary of this section.
CONSUMER ELECTRONIC CHECK RE-PRESENTMENT
If you write a check on a personal account that we return unpaid because of insufficient or uncollected funds, the depositor of the check or the depositor’s bank may resend (“re-present”) the check to us electronically. That is, the depositor or the depositor’s bank may send us an electronic instruction (“electronic re-presented check”) to charge your account in the amount of the check.
Our Handling of Electronic Re-presented Checks. If we receive an electronic re-presented check from the depositor or the depositor’s bank, we will pay or return the electronic re-presented check as if the original paper check were being re-presented to us. The section titled “Electronic Fund Transfers” will not apply to any electronic represented check.
Ineligible or Unauthorized Electronic Re-presented Checks. For an electronic re-presented check to be charged to your account, all of the following must be true:
• the electronic re-presented check must relate to a paper check drawn on a personal account that we returned unpaid because of insufficient or uncollected funds;
• the paper check must not have contained an unauthorized signature or an alteration and must not have been a counterfeit; • you must not have placed a stop payment on the paper
check after we returned it unpaid but before it was collected electronically;
• the paper check must have been less than $2,500.00 in amount; • the paper check must have been dated 180 days or less before the date on which the electronic re-presented check is sent to us; • the electronic re-presented check must be for the face amount of the paper check only and may not include any collection fee charged by the depositor, the depositor’s bank, or a collection agency; • the payee of the paper check must have given you notice that, if we returned the paper check unpaid because of insufficient or uncollected funds, the fee could be collected electronically; and • the electronic re-presented check must have been sent to us no more than twice after the first time we returned the paper check, or no more than once after the second time we returned the paper check.
You may have the right to reverse any ineligible or unauthorized electronic re-presented check that we charged to your account. If you want to reverse an electronic re-presented check because you placed a stop payment on the paper check to which the electronic represented check relates after we returned the paper check unpaid but before it was collected electronically, you must notify us within 15 days after we send or make available to you the periodic statement that reflects payment of that electronic re-presented check. If you want to reverse an electronic re-presented check for any other reason, you must give us an ACH Claim Form within 15 days after we send or make available to you the periodic statement that reflects payment of that electronic re-presented check. An ACH Claim Form may be obtained by contacting customer service (see last page for phone numbers) or a local U.S. Bank branch. In your claim form, you must declare and swear under oath that the electronic re-presented check was ineligible or unauthorized. If we receive your notice or claim form within the 15-day period, we will recredit your account with the amount of the charge but will not be responsible for any other damages associated with the transaction.
Stop Payment. If you wish to stop payment of any electronic re- presented check, you must follow the procedures contained in the rules for stopping payment of checks, not the procedures contained in the rules for stopping payment on electronic loan or bill payments.
CHECKING ACCOUNTS AND “SUBACCOUNTS”
For regulatory accounting purposes we may designate two sub-accounts for a checking account; one sub-account is a savings (non-transaction) account and the other is a checking account. Checks and other thirdparty transfers are paid from the checking (transaction) account. As necessary, we transfer funds from the savings sub-account to the checking sub-account automatically. You cannot access the savings sub-account directly. This accounting device does not affect either the appearance or the operation of your checking account in any way.
TELEPHONE TRANSFERS
If you have more than one account with us, including a credit card or open-end loan account, you can transfer funds between your accounts by telephone. You will need to have a PIN, and enter your account numbers, and other qualifications, but if you meet them,
1. you can transfer funds between your accounts by calling our customer service (see last page of this disclosure for phone numbers), and
2. telephone transfers may be made by the same account
owners/signers and usually under the same conditions as generally applicable to withdrawals made in writing or by other means.
A transfer made by telephone is not immediately completed. It may take as long as one business day for us to verify the transaction and make the transfer. Consumer customers are assigned or can choose a PIN when requesting an ATM or debit card. Consumer customers without a debit card or ATM card can request a PIN by speaking to a customer service representative (see last page for phone numbers). A form is sent by customer service to the customer for completion and must be mailed back to the address on the form. A confirmation letter is mailed to the customer once the PIN has been established. 497
14 REQUIRED SIGNATURES
Signature Comparison. We process certain items mechanically, based on information encoded on checks and other transaction items, and we are not required to examine items and debits drawn on your account.
We collect your signature to obtain your agreement to the rules we establish for your account, but this does not create any responsibility on our part to verify signatures on items and other charges to your account.
Number of Signatures. You agree that if you
1. require the signatures of two or more persons to open an account;
2. have an account in which more than one signature is required to complete a transaction;
3. authorize someone to transact some but not all transactions on your account;
4. authorize someone to transact business on your account for limited purposes and no others; or
5. use checks that require two or more signatures,
such arrangements are strictly between you and the other person(s) you authorize, whether we have notice of your arrangement (including in a form we provide you) or not. You cannot assert a claim against us for permitting a transaction so long as any one of the owners or authorized persons sign or initiate the transaction, even if a person exercises more authority than you have given.
CHANGES TO OUR AGREEMENT WITH YOU
We may change any term of this Agreement or add a new one as long as it does not violate applicable law. We will give you reasonable notice in writing, electronically, or by any other method permitted by law. You agree that in any event 30 days written or electronic notice prior to the effective date of any change is reasonable. Any notice to one account owner constitutes notice to all account owners.
If we notify you that the terms of your account have changed, and you continue to have your account after the effective date of the change, you have agreed to the new terms. For consumer customers, rules governing changes in interest rates are provided for separately in the Truth-in-Savings disclosure(s) or in another document.
If your account was originally with a prior financial institution, the terms of this Agreement supersede any prior agreements, representations, or understandings you may have had with that prior financial institution.
In the event that we change the Resolution of Disputes by Arbitration provision set forth herein, any such changes will not apply to (1) pending arbitration, or (2) arbitrations commenced under the rules of the arbitration forum and the terms of this Agreement, between the time that reasonable notice is sent as set forth in this section and the effective date of any change.
CLOSING YOUR ACCOUNT
If you intend to close your account:
This section does not apply to an active time deposit (or certificate of deposit) account.
If you intend to close your account with us, you should tell us; simply transferring all the money in your account and reducing your account balance to $0.00 is insufficient notice and may result in additional fees charged to your account.
If you close your account,
1. you are still responsible for transactions you arranged for, including those that arrive after the account is closed;
2. you should pay special attention to pre-authorized electronic deposits to your account and payments from that account; you should reroute the deposits to another account and make other arrangements for the payments, with us and the other institutions involved;
3. you should not close your account until most of the
transactions you arranged for have been cleared, and you should leave enough funds to clear them and the fees that might be due; and
4. if it is an interest-bearing account, accrued interest will not be paid.
If your account is closed and you have a debit or ATM card associated with the account, you will need to either:
1. close the associated card; or
2. select a new account to be linked to your card.
If you do not designate a new account, the bank will automatically assign your ATM/debit card to a new account from any eligible account where you are an owner/ joint owner. If there are no eligible accounts the card will be closed.
How the account closure works:
For consumer checking, savings and money market accounts, when you request an account closure, your account will be placed in a ‘pending closure’ status for a period of 10 business days. During this 10 business day ‘pending closure’ period, we will allow pending deposits to be cleared and/or post to your account and we will allow pending debit card transactions that you authorized prior to initiating closure to be cleared and/or post to your account. Your debit card will be declined and transactions will no longer be approved when the account is in ‘pending closure’ status. Once your account is fully closed, transactions will not be allowed to post to the account except under limited circumstances. For example, transactions may be processed after closure if necessary for fraud investigations, transaction dispute claims, merchant credits, or deposit adjustments due to errors.
We can close your account:
We can close your account, ATM or debit card for any reason or for no reason at all. If we close your account, we will send you notice within ten days after closing and/or indicate the closure on your next account statement. We will send the collected account balance to you at your last known address as reflected in our account records. At our sole discretion we may, but are not required to, withhold a sufficient sum to cover any outstanding items and likely fees. If we withhold any money for such contingencies, we will refund that to you after we are satisfied that no further withholding is necessary.
If your account is closed for any reason, you authorize us to re-open your account to process any transactions authorized prior to account closure, or for other purposes consistent with applicable law.
As part of the account closure, any accounts linked to the Checking Account as overdraft protection will be de-linked. If a U.S. Bank Reserve Line of Credit is linked as overdraft protection to a Checking Account that is closed for any reason, the Reserve Line will also be closed, and you must repay any remaining balance according to the monthly payment coupon included in your future periodic statements.
STATEMENTS AND NOTICES
Statements. We will periodically make available to you a paper or eStatement of your checking or savings account. These statements show the transactions that occurred in the time period covered by the statement. If you elect not to review your statement, you are still responsible for having access to the information provided in the statement. At our option, a statement will not be produced in any statement period in which service charges, fees, reversals, refunds or interest are the only transactions on the account. When other activity exists, such as a deposit or withdrawal, a statement will be available to you and will include all transactions which have occurred since the last statement (this includes any service charges, fees, reversals, refunds or interest that occurred since the last available statement). At a minimum, all accounts will receive an annual statement. Regardless of how frequently a statement is made available, monthly service charges and other account fees will continue to be deducted from the account.
In addition, applicable interest will continue to accrue and be paid periodically as disclosed in the product pricing information disclosure.
Combined Statements. If you have multiple accounts with us, we may at any time automatically combine your accounts on a single, easyto-read monthly statement. We will only combine statements for accounts that have common ownership (meaning at least one owner is common across multiple accounts) and the same address and Social Security Number.
If you prefer to continue receiving separate statements, please contact U.S. Bank within 30 days of receiving your combined statement. You may reach us by calling one of the numbers on the last page of this disclosure, or by sending a letter to U.S. Bank, 60 Livingston Ave, EP-MN-WS5D, St. Paul, MN 55107. Please include the following information in your correspondence: your name, account number(s) and the reference code “CMBSTMN.”
Your address. You must give us your correct address, and if you move or change your address, you must keep us advised. You are responsible for messages and statements we send to the most recent address you have given us. We may also update your address in our records without a request from you if we receive an address change notice from the U.S. Postal Service or if we receive updated address information from our mail services vendor.
Multiple owners. Periodic statements and notices that we make available to one owner or agent/signer of an account will be the same as providing statements and notices to all owners of an account. You agree to designate the primary address for purposes of receiving statements and other account correspondence. Each account owner agrees that we may send any legal notice or legal process affecting any owner or the account to the primary address designated on the account. Each account owner agrees to notify the other owners of any legal notice received at that address pertaining to such other account owner or to the account.
498
15 Your Duty to Examine Your Statement. As used in this section, the term “problem” means any error, alteration, counterfeit check, or unauthorized transaction (including, but not limited to, forged or missing signatures and transactions you did not initiate) related to your account.
Because you are in the best position to discover any problem, you agree to promptly examine your statement and report to us any problem on or related to your statement within 30 calendar days after we mail the statement (or make the statement available) to you. Subject to rights under the Electronic Funds Transfer Act with respect to electronic funds transfers, you agree that we will not be responsible for:
1. any problem that you do not report to us in writing within a reasonable time not to exceed 30 calendar days after we mail the statement (or make the statement available) to you;
2. subsequent problems or fraudulent items occurring after 30 days of the first occurrence; if you fail to report the problem within 30 days of the first occurrence reported on your statement;
3. any problem resulting from a forgery, counterfeit or alteration so clever that a reasonable person cannot detect it (for example, unauthorized checks made with your facsimile or other mechanical signature device or that look to an average person as if they contain an authorized signature); or
4. any other problem as otherwise provided by law or regulation.
You agree to waive any rights to recovery you may have against us if you do not provide notice to us in the manner and within the time required by this Agreement. You may not start a legal action against us because of any problem unless: (a) you have given us the above notice and (b) the legal action begins within one year after we send or make your statement available to you. You agree that if the problem is the result of a series of events (for example, multiple forgeries over a period of time) then the date the first event occurred is the date from which the period to bring a legal action will begin to run. If you make a claim against us in connection with a problem, we reserve the right to conduct a reasonable investigation before re-crediting your account and you agree to fully cooperate in such investigation. Within 30 days of the date of mailing, you agree to complete and return an affidavit of unauthorized paper debit on the form we provide you along with any other information we may request. You further agree to file a police report if we request. If you refuse to sign such an affidavit or fail to return the affidavit and other requested documentation within 30 days of the date we mail it to you, you agree that we may consider the matter resolved and reverse any provisional credit provided. At our sole discretion, we may, but are not obligated to, provisionally credit your account during the investigation for all or a portion of the amount claimed. Any provisional credit to your account may be reversed if you fail to fully cooperate in our investigation or, if as a result of our investigation, we determine that the charge to your account was proper. You agree to pay any fees assessed or accrued against your account during the investigation or that may arise upon reversal of any provisional credit.
For problems involving an electronic fund transfer, please refer to the Electronic Fund Transfers sections of this Agreement for information on your rights and obligations relating to such disputes.
This time period for you to examine your statement and report problems to us are without regard to our level of care or the commercial reasonableness of our practices, and without regard to whether cancelled checks are supplied to you.
Contact us if you do not receive your regular statement. If this is a business account, you agree that you will have at least two people review your statements, notices, and returned checks, or in the alternative, the person who reviews these will be someone who does not have authority to transact business on the account.
RETURN OF CANCELLED CHECKS
For some specific consumer and business checking accounts we currently offer two plans, with respect to the return of cancelled checks:
1. Check Safekeeping: paid checks that are not returned - your statement will show the check number, the amount, and the date it is paid; or
2. Image Checks on Statement: paid checks that are not returned - your statement will include a reduced image of the front of the check or front and back of a check in addition to the number, amount and date the check is paid as part of the statement; (See the CHECK 21 section; the images sent with your statement are not substitute checks themselves, but some may be images of substitute checks.) .
Option 1 is what you will get unless you specifically ask for option 2.
The checking accounts for which these options are available vary. The products and our fee structures for each option are disclosed in the account pricing information document (see page 3 for a list of pricing documents and how to obtain a copy).
(All disclosures can be obtained by stopping in a U.S. Bank branch or for the Consumer Pricing Information only, call 800-872-2657 to request a copy.)
If you take option 1 or 2, and you have need for a specific paper check, we can provide a substitute copy to you upon request.
CHECKS, CHECKING ACCOUNTS AND SAVINGS
ACCOUNTS WITH DRAFT ACCESS
NOW Accounts: Transaction accounts are NOW Accounts on which you can write negotiable orders of withdrawal. Negotiable orders of withdrawal look and function like checks, and the rules governing checks also apply to them. Depending on account features, NOW Accounts may or may not bear interest. Although we have no intention of exercising this right, federal regulations require that we reserve the right to require at least seven days’ written notice prior to withdrawal or transfer of any funds on your NOW Account.
SAVINGS ACCOUNTS
By the term “savings” account we mean an account that earns interest but has no specific maturity date or required notice period. (A maturity date or a required notice period is a characteristic of a time deposit or certificate of deposit.)
We will provide you with a periodic (quarterly, monthly, annually based on your account type and account activity) statement for your savings account and you must examine your statement for errors or forgeries just as you should for your checking account.
Savings Account Transaction Policy
We reserve the right to require seven days’ notice before any withdrawal from any savings account, though it is very unlikely we will require such notice and, if we do, we will require it for all savings accounts.
TIME DEPOSITS
A time deposit is more commonly known as a certificate of deposit or CD. With a time deposit, you agree to keep your deposit with us for a specified period of time, or agree to give a required advance notice prior to withdrawal, and we agree to pay you interest at an agreed upon rate, or an agreed formula for a rate, for that period of time.
We are not required to permit an early withdrawal from a time deposit, and if we do, it will be on condition that you pay an early withdrawal penalty. How we charge the early withdrawal penalty will be disclosed to you when you open such an account.
All the features of your time deposit will be disclosed to you when you open the account. You can call customer service (see last page for phone numbers), visit a local U.S. Bank branch, or go to usbank.com to find out what CD products and terms we offer.
If your time deposit, including single maturity, automatically renewable or Individual Retirement Account CDs, remains inactive for a predetermined period of time, as required by state, and our attempts to contact you fail we may transfer or escheat your funds to the state as required.
Escheat is the term that is used to describe the process of transferring an account balance to the state government after an account has been dormant for a pre-determined period of time, as required by state, and if our attempts to contact you fail.
The time period after which funds must escheat to the state varies from state to state. Once the funds are transferred to the state, you may be able to recover the funds from the state itself, but not from us.
As permitted by the state, we may deduct the cost of required due diligence from the balance of your account. This due diligence may include first class and certified mailings or public notices about your account’s pending escheatment, as required by state law. Due diligence fees are nonrefundable.
LIMIT OF LIABILITY
We process millions of transactions every day, with the help of complicated technology and other companies. If we make a mistake and charged you more than we should have, or failed to give you credit you were due, we will correct the error, so long as you give us sufficient and timely notice and an opportunity to fix it. See the section above titled Statements and Notices, for your duty to pay attention to your statement and report any errors. For errors covered by the Electronic Fund Transfer Act refer to the section Electronic Fund Transfers for Consumer Customers.
Special damages. Except as required by law, we are not liable for your attorney’s fees or any special, indirect, or consequential losses/ damages of any kind (collectively “Special Damages”). This includes Special Damages that might otherwise be available in a tort or contract 499
16 action, whether the Special Damages are foreseeable, or whether we have been advised of the possibility of such Special Damages.
ELECTRONIC MESSAGES AND AGREEMENTS
Many customers use the Internet and email as their primary form of communication with us. If you provide us with an email address, you agree that we may communicate with you via email and you further agree to notify us of any changes to your email address.
You agree that we may make agreements with you by electronic means.
Your authorization and consent to such an agreement, or your delivery of instructions, may be made by use of certain numbers, codes, marks, signs, personal identification numbers (PINs), public or private keys or other means, acceptable to you and to us, to establish your identity and acceptance of the electronic communications. All electronic communications that meet these requirements will be deemed to be valid and authentic and you intend and agree that those electronic communications will be given the same legal effect as written paper communications signed by you. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering.
LEVIES, GARNISHMENTS AND OTHER LEGAL PROCESS
We are a national bank with many locations. You agree that for purposes of this part, we may treat your funds as existing wherever your account is located, as outlined in the Applicable Law section. You understand and agree that a creditor or governmental agency may attach your account by service of legal process on any of our locations, at any site designated by us for acceptance of service of process, on any appointed agent of ours, or any other method authorized by law, court rule, or regulation. We may accept and comply with legal process served by any means, whether in person, by mail, facsimile, electronic transmission, or other means.
If we are served with a garnishment, levy, execution, or other legal process of apparent validity (together referred to as “legal process”), you understand and agree that we will pay all amounts in the account, or release information about your account, in satisfaction of the legal process and in compliance with our understanding of applicable law. We may comply with legal process issued out of any court or government agency, regardless of where your account is located, as outlined in the Applicable Law section. If your account is a joint account, for purposes of responding to legal process, we will consider each joint owner to have an undivided interest in the entire account. Therefore, you agree we may pay all amounts in the account in satisfaction of any legal process, even if it attaches to the interest of fewer than all the account owners. You agree that we may process a levy, garnishment, or other legal process served on us even if we do not process it on the same day it was received. If you believe your funds are exempt from legal process, or otherwise should not be subject to the legal process (for example, if you own funds and the legal process applies to another joint owner, you believe the court, garnishor, or levying authority lacks jurisdiction over you or the property, or you believe the garnishment or levy names the wrong party as garnishee), you agree that it may be your responsibility to raise any defense to the legal process against the party who originated the legal process or seek reimbursement from a joint owner.
If we are served with any legal process that tries to attach or in some way prevent you from freely using your funds, you give us the right, but we have no obligation, to hold any portion of the funds during any time necessary to determine to our satisfaction who has the legal right to the funds in your account. If we are not able to determine whether the funds in your account are subject to the legal process or if the legal process is subject to a dispute, claim, or concern that has not been resolved to our satisfaction, you agree that we may deposit the funds with any court which we deem to have jurisdiction over us or your account and ask that court to determine to whom the funds belong. You agree to reimburse us for any losses or expenses, including attorney’s fees and expenses, that we incur arising out of the legal process on us and our response to it. You agree that we may charge those losses or expenses to your account without prior notice to you.
If the legal process requires us to release information about one or more accounts for which combined statements are provided, we may release the entire combined statement even if other accounts on the statement are not covered by the legal process.
All legal process is subject to our rights of setoff and our security interest in your account. We will assess a service fee against your account for any legal process served on us regardless of whether the process is subsequently revoked, vacated, or released. Unless expressly prohibited by law, we will set off or enforce our security interest against your account for such fee prior to our honoring the legal process. We will not be liable to you if an attachment, a hold, or the payment of our fee from your account leaves insufficient funds to cover outstanding items.
RESOLVING ACCOUNT DISPUTES AND ADVERSE CLAIMS
If a dispute arises concerning your account (including, for example, a dispute over who is an authorized signer or owner), or if we believe we have a claim against you or we have or receive a claim by a third party (including our affiliates) to all or a portion of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your account, or if we have concerns regarding your account or the use of your account, we have the right to hold any portion of the property in your account until the dispute, claim, or concern is resolved to our satisfaction. You agree to reimburse us for any losses or expenses, including attorney’s fees and expenses, that we incur in connection with any account dispute or adverse claim and our response to it. You agree that we may charge those losses or expenses to your account without prior notice to you. You agree that it may be your responsibility to raise any defense or challenge to the account dispute or adverse claim against the party asserting the account dispute or adverse claim or seek reimbursement from a joint owner. We will not be liable to you if the hold we place on your account leaves insufficient funds to cover outstanding items. For purposes of this section, “account” includes any account you have with us or any of our affiliates (including, without limitation, agency, custody, safekeeping, brokerage, and revocable trust accounts). If the dispute, claim or concern remains unresolved, you agree that we may at our option deposit the property in your account with a court and ask the court to determine to whom the property belongs. If we deposit your property with a court, you agree that we may charge your account for our costs, including attorney’s fees and expenses. For disputes covered by the Electronic Fund Transfer Act refer to the section Electronic Fund Transfers for Consumer Customers.
INCREASED COSTS TO MAINTAIN YOUR ACCOUNT
If your account becomes subject to a receivership, court order or bankruptcy, and we are required to implement changes as to your account that increase our costs to maintain your account (for example, a requirement for us to pledge property to secure your account above the amount of any deposit insurance on your account), you agree to reimburse us for the additional costs and any expenses incurred by us (including legal fees) to implement such required changes as to your account.
CONSUMER REPORT DISPUTES
We may report information about your deposit account(s) to the Nationwide Specialty Consumer Reporting Agencies (NSCRA). As a result, this may prevent you from obtaining services at other financial institutions. If you believe we have inaccurately reported information to an NSCRA, you may submit a dispute by calling 844-624-8230 or by writing to:
U.S. Bank Attn: Consumer Bureau Management, P. O. Box 3447, Oshkosh, WI 54903-3447. To assist with your dispute, you must provide: your name, address and phone number; the account number; the specific information you are disputing; the explanation of why it is incorrect; and any supporting documentation (e.g., affidavit of identity theft), if applicable.
ACCOUNT INFORMATION
Our privacy policies disclose the information we share with other entities for marketing purposes. We also may be required to provide information about you and your account when and as required or permitted by law for other purposes, such as, for example:
1. reporting of interest you earn to federal and state tax authorities;
2. reporting of cash transactions that are at reportable limits;
3. investigating and reporting of transactions that we reasonably determine to be suspicious; and
4. responding to subpoenas, court orders, or government investigations.
SETOFF
We have the right under the law to set off amounts you owe us against your accounts with us. For purposes of this section, “account” includes any account you have with us or any of our divisions, departments, and affiliates (including, without limitation, agency, custody, safekeeping, securities, investment, brokerage, and revocable trust accounts) and “you” includes, without limitation, your revocable trust, any partnership in which you are a general partner, any prior or successor entity by way of an entity conversion, and any other series of your series limited liability company (as applicable). In addition to this legal right, you give us and our affiliates the contractual right to apply, without demand or prior notice, all or part of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your accounts, against any debt any one or more of you owe us or our affiliates. If your account is a joint account, you agree we may consider each joint owner to have an undivided interest in the entire 500
17 account, so we may exercise our contractual right of setoff against the entire account. This includes, for example, debts that now exist and debts that you may incur later, your obligations under a guaranty, and also includes all fees you owe us or our affiliates. We will not be liable to you if enforcing our rights of setoff against your account(s) leaves insufficient funds to cover outstanding items or other obligations. You agree to hold us harmless from any claim arising as the result of our enforcement of our rights of setoff in, or enforcement of our rights of setoff against, your account(s).
Our contractual right of setoff does not apply:
1. to an account that is an IRA or other tax-deferred retirement account;
2. to a debt that is created by a consumer credit transaction under a credit card plan (but this does not affect our rights under any consensual security interest); or
3. if our records demonstrate to our satisfaction that the right of withdrawal that a depositor/debtor has with us only arises in a representative capacity (for example, only as an authorized signer, attorney-in-fact or a fiduciary) for someone else.
This right of setoff is in addition to any security interest that we or an affiliate of ours might have in your deposit account.
SECURITY INTEREST IN ACCOUNTS
You grant to us and our affiliates, a security interest in all your accounts with us, and all property in your accounts (including money, certificates of deposit, securities and other investment property, financial assets, etc.), to secure any amount you owe us or our divisions, department, and affiliates, now or in the future. This includes, for example, debts that now exist and debts that you may incur later, your obligations under a guaranty, and also includes all fees you owe us or our affiliates.
For purposes of this section, “account” includes any account you have with us or any of our affiliates (including, without limitation, agency, custody, safekeeping, securities, investment, brokerage, and revocable trust accounts) and “you” includes, without limitation, your revocable trust, any partnership in which you are a general partner, any prior or successor entity by way of an entity conversion, and any other series of your series limited liability company (as applicable). In order to provide us and our affiliates with control over your account and all property in your account for purposes of perfecting the security interest granted above, you agree that we shall comply with any and all order, notices, requests and instructions originated by us or any of our affiliates directing disposition of the funds in your account without any further consent from you, even if such instructions are contrary to your instructions or demands or result in our dishonoring items which are presented for payment.
If your account is a joint account, you agree we may consider each joint owner to have an undivided interest in the entire account, so we may exercise our security interest against the entire account. We may enforce our security interest without demand or prior notice to you.
You agree, for purposes of this security interest, that our affiliates may comply with any instructions we give them regarding your accounts held with them, without further consent. You also agree that we may comply with any instructions regarding your accounts that we receive from our affiliates pursuant to a security interest they have in your accounts with us. We will not be liable to you if enforcing our security interest against your account(s) leaves insufficient funds to cover outstanding items or other obligations.
You agree to hold us harmless from any claim arising as the result of our security interest in, or enforcement of our security interest against, your account(s).
SECURITY
It is your responsibility to protect the account numbers, including card numbers and electronic access devices (e.g., an ATM card, debit card, username and password or PIN) we provide to you for your account(s).
If you furnish your access device and grant actual authority to make transfers to another person (a family member, coworker or employee, for example) who then exceeds that authority, you are liable for the transfers unless we have been notified that transfers by that person are no longer authorized.
Your account number can also be used to electronically remove money from your account. If you provide your account number in response to a telephone solicitation for the purpose of making a transfer (to purchase a service or merchandise, for example), payment can be made from your account even though you did not contact us directly and order the payment.
You must also take precaution in safeguarding your blank checks.
Notify us at once if you believe your checks have been lost or stolen.
As between you and us, if you are negligent in safeguarding your checks, you must bear the loss entirely yourself or share the loss with us (we may have to share some of the loss if we failed to use ordinary care and if we substantially contributed to the loss).
We reserve the right to place a hold on your account if we suspect irregular, fraudulent, unlawful or other unauthorized activity involved with your account. We may attempt to notify you of such a hold, but we are not required to provide notice prior to placing the hold. You agree that we may maintain such a hold until all claims against you or us to the funds held in your account, whether civil or criminal in nature, have been resolved fully in our sole satisfaction.
In an effort to protect your account, we employ technology to detect possible fraud on your account. If we detect that an item drawn from your account might be fraudulent, counterfeit or otherwise not properly authorized, we may refuse to pay the item.
RESOLUTION OF DISPUTES BY ARBITRATION
PLEASE READ THIS PROVISION CAREFULLY. UNDER THIS
PROVISION, YOU WAIVE YOUR RIGHTS TO TRY ANY COVERED
CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING
OR PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE
ACTION.
The following provision applies to any claim, cause of action, proceeding, or any other dispute between you, on the one hand, and us, our respective parents, subsidiaries, affiliates, agents, employees, predecessors-in-interest, personal representatives, heirs and/or successors, and assigns, on the other hand (each a “Claim” as further defined under the heading “Claims Covered by Arbitration”), including all questions of law or fact related thereto.
Agreement to Arbitrate: Either you or we may elect in writing, and without the consent of the other, to arbitrate all Claims covered by this provision.
Claims Covered By Arbitration: Claims subject to our agreement to arbitrate shall include all of the following: (1) Claims related to or arising out of this account Agreement, or any prior or later versions of this account Agreement as well as any changes to the terms of this account Agreement; (2) Claims related to or arising out of any aspect of any relationship between us that is governed by this account Agreement, whether based in contract, tort, statute, regulation, or any other legal theory; (3) Claims related to your use of any of the digital services we make available to you through our website, online banking platforms, and mobile apps; and (4) Claims that relate to the formation, construction, scope, applicability, or enforceability of this arbitration provision. Claims include Claims that arose before we entered into this account Agreement (such as Claims related to advertising) and after termination of this account Agreement.
Arbitration: The party initiating arbitration must initiate such arbitration with the American Arbitration Association (“AAA”). If AAA is for any reason unable to serve, then the parties may agree to a comparable substitute organization. If the parties are unable to agree, then a court of competent jurisdiction shall appoint a comparable substitute organization.
Small Claims Jurisdiction: If a party’s Claim is within the jurisdiction of the small claims court where you reside, either party may at any time choose to take the Claim to that court instead of arbitration.
The party may take the Claim to small claims court without first filing in arbitration or, after a case is filed in arbitration, a party may send written notice to the opposing party and the arbitration forum that it wants the Claim decided by a small claims court. After receiving the notice, the arbitration forum shall administratively close the case.
Arbitration Procedure: The arbitration shall be decided by a single neutral arbitrator. Except as modified by this Resolution of Disputes by Arbitration provision, AAA shall administer arbitration in accordance with AAA’s Consumer Arbitration Rules. AAA’s Rules may be obtained at www.adr.org.
At the time of initiating arbitration, the party seeking to initiate arbitration must serve the other party with the demand for arbitration and identify the account holder(s) and account(s) at issue, including the account number(s), and provide a short and plain statement of the claims asserted and the relief sought. The parties agree that Federal Rule of Civil Procedure 11 shall apply to the arbitration proceeding, including that the claims and relief sought are neither frivolous nor brought for an improper purpose.
The arbitrator will decide the dispute in accordance with the terms of our account Agreement and applicable substantive law, including the Federal Arbitration Act and applicable statutes of limitation.
The arbitrator shall honor claims of privilege recognized at law. The arbitrator may award damages or other relief (including injunctive relief) available under applicable law, including relief contemplated under Federal Rule of Civil Procedure 11. The arbitrator will not have the authority to award relief to, or against, any person or entity who is not a party to the arbitration. The arbitrator will take 501
18 reasonable steps to protect customer account information and other proprietary or confidential information. Any arbitration hearing shall take place in the federal judicial district that includes your home address, unless you and we agree in writing to a different location or the arbitrator so orders. If all Claims are for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing in accordance with AAA’s rules.
At your or our request, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and binding, subject to judicial review only to the extent allowed under the Federal Arbitration Act. You or we may seek to have the award vacated or confirmed and entered as a judgment in any court having jurisdiction.
No Class Action or Joinder of Parties: You and we agree that any Claim brought in arbitration will be brought on an individual basis only. You and we agree that no class action, private attorney general, or other representative claims may be pursued in arbitration, nor may such action be pursued in court if either you or we elect arbitration. Unless mutually agreed to by you and us, Claims of two or more persons may not be joined, consolidated, or otherwise brought together in the same arbitration (unless those persons are joint account owners or beneficiaries on your account and/or related accounts, or parties to a single transaction or related transaction).
If under applicable law a claim, remedy or request for relief cannot be compelled to arbitration, then that claim, remedy or request for relief shall be severed and may be brought in a court of competent jurisdiction under this Agreement after arbitration and all appeals are concluded. The remaining claims, remedies or requests for relief shall be submitted to arbitration consistent with the terms of this provision. If this specific paragraph is determined by the arbitrator to be unenforceable, then this entire provision shall be null and void .
Arbitration Costs: The parties will be responsible for the costs of arbitration as set forth in the rules of the applicable arbitration forum and subject to applicable law. To the extent allowed by applicable law, our agreements, and the rules of the applicable arbitration forum, the arbitrator may award arbitration costs and attorneys’ fees to the prevailing party. Otherwise, each party will pay its own attorney, expert and witness fees.
Applicable Law: You and we agree that you and we are participating in transactions that involve interstate commerce and that this provision and any resulting arbitration are governed by the Federal Arbitration Act. To the extent state law applies, the laws of the state governing your account relationship apply. No state statute pertaining to arbitration shall apply.
Severability: Except as this provision otherwise provides, if any part of this provision is deemed to be invalid or unenforceable by the arbitrator, that part will be severed from the remainder of this provision and the remainder of this provision will be enforced.
ATTORNEY’S FEES
Where used, “attorney’s fees” includes our attorney’s fees, court costs, collection costs, and all related costs and expenses. Notwithstanding any provision in this Agreement to the contrary, any provision for attorney’s fees in this Agreement shall not be enforceable in any dispute governed by the laws of California or Oregon.
LITIGATION CLASS ACTION WAIVER
To the extent a Claim is not submitted to arbitration for any reason, you and we agree that any Claim filed in court will be brought on an individual basis only. You and we agree not to participate in any class action, private attorney general action, or other representative action for any Claim filed in court by any party.
FUNDS AVAILABILITY: YOUR ABILITY TO
WITHDRAW FUNDS – ALL ACCOUNTS
This funds availability policy applies to deposits into a checking or savings account made at a branch or ATM. This policy does not apply to deposits made using a remote deposit capture service (like our mobile check deposit service). Please see the Digital Services Agreement to learn more about the funds availability policy applicable to deposits made through a mobile or other electronic device.
Some sections of this disclosure apply to all accounts and all customers.
There are special sections for New Accounts, Commercial Accounts, Wealth Management Accounts and Retail Consumer and Business Accounts. We will make that clear in the section headings.
Funds “availability” means your ability to withdraw funds from your account, whether those withdrawals are to be in cash, by check, automatic payment, or any other method we offer you for access to your account. If deposited funds are not “available” to you on a given day, you may not withdraw the funds in cash and we may not use the funds to pay items that you have written or honor other withdrawals you request. If we pay items that you have written or honor other withdrawals before funds are available to you, we may charge a fee for this. Please review the product pricing information disclosure for information regarding overdraft fees associated with your accounts.
Please remember that even after the item has “cleared,” we have made funds available to you, and you have withdrawn the funds, you are still responsible for items you deposit that are returned to us unpaid and for any other problems involving your deposit. See our Returned Deposited Items section.
DETERMINING THE AVAILABILITY OF A DEPOSIT – ALL
ACCOUNTS
The day funds become available is determined by counting business days from the day of your deposit. Every day is a business day except Saturdays, Sundays, and federal holidays. If you make a deposit in person at a branch on a business day we are open, we will consider that day to be the day of your deposit for purposes of calculating when your funds will become available. However, if you make a deposit at a time or on a day we are not open, we will consider that the deposit was made on the next business day we are open.
If a deposit is made after 8:00 p.m. (local time at the ATM location) or on a day we are not open, we will consider the deposit to be made on the next business day we are open.
Deposits you send by mail are considered deposited on the business day it arrives at the bank. In all cases, availability of any deposit assumes that a requested withdrawal will not overdraw the account.
IMMEDIATE AVAILABILITY – ALL ACCOUNTS
The following types of deposits will usually be available for withdrawal immediately under normal circumstances:
• Cash (if deposited in person to an employee of ours); • Electronic direct deposits;
• Wire transfers; and
• The first $275 from the total of all other deposits made on any given day.
Cash and wire transfer deposits are subject to the Special Rules for New Accounts and the $275 availability is subject to the rule in the section titled Longer Delays May Apply.
LONGER DELAYS MAY APPLY
Government Checks, Cashier’s Checks, and Other Types of Special Checks. If you make a deposit of one of the following items in person to one of our employees, our policy is to make the funds from those deposits available no later than the first business day after the day of deposit:
• State and local government checks that are payable to you; • Cashier’s, certified, and teller’s checks that are payable to you; and • Federal Reserve Checks, Federal Home Loan Checks, and U.S.
Postal Money orders that are payable to you.
If you do not make your deposit in person to an employee of the bank (for example, if you mail us the deposit), funds from these deposits may be available no later than the second business day after the day of deposit. However, we may delay funds for a longer period of time, see section titled Longer Delays May Apply – Safeguard Exceptions.
Large Deposits. If you deposit checks totaling more than $6,725, in the aggregate, on any one day, then the first $6,725 of your total deposit(s) will be available on the first business day after the day of your deposit(s). The excess amount over $6,725 will be available on the seventh business day after the day of your deposit(s).
Case-by-Case Delays. In some cases, we will not make all of the funds that you deposit available to you as provided above. Depending on the type of check that you deposit, funds may not be available until the second business day after the day of your deposit. The first $275 of your deposit, however, will be available no later than the first business day after the day of deposit, and usually immediately.
If we are not going to make all of the funds from your deposit available on the first business day, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to one of our employees (including a deposit made at an ATM) or if we decide to take this action after you have left the premises, we will mail you the notice by the day after we receive your deposit.
If you will need the funds from a deposit right away, you should ask us when the funds will be available.
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19 Safeguard Exceptions. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances:
• We believe a check you deposit will not be paid.
• You deposit checks totaling more than $6,725 on any one day. • You redeposit a check that has been returned unpaid.
• You have overdrawn your account repeatedly in the last six months. • There is an emergency, such as failure of computer or communications equipment.
We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available.
They will generally be available no later than the seventh business day after the day of your deposit.
RETAIL CONSUMER, BUSINESS
AND COMMERCIAL ACCOUNTS
Our general availability policy for these accounts is to make funds available to you on the first business day after the day of deposit.
We generally make some portion of a day’s deposits available for withdrawal immediately. See the previous section for the types and amounts of deposits that are available immediately.
WEALTH MANAGEMENT ACCOUNTS
Our general availability policy for Private Client Accounts is to make funds you deposit available to you immediately. This immediate availability policy includes all deposits at any ATM. The section above titled Longer Delays May Apply also applies to your accounts. If we impose a delay as provided in that section, then the sections titled Cashing Checks and Other Accounts may also apply.
DEPOSITS AT AUTOMATED TELLER MACHINES – RETAIL
CONSUMER, BUSINESS AND COMMERCIAL ACCOUNTS
Our Machines. If you make a deposit at a deposit-accepting ATM identified as ours with the U.S. Bank name, your deposit will generally be available on the first business day after the day of deposit. However, in certain circumstances, and at U.S. Bank’s discretion, the funds may not be available until the second business day after the day of deposit.
Partner ATMs. U.S. Bank has established alliances to expand ATM convenience. These partner ATMs display the U.S. Bank logo and are included in the definition of a U.S. Bank ATM. However, these ATMs generally do not accept deposits. If we permit a deposit at a partner ATM, your deposit will not be available until the fifth business day after the day of deposit.
Other Machines. Generally, deposits at an ATM that is not identified as ours with the U.S. Bank name are not permitted. If we permit a deposit at an ATM that is not identified as ours with the U.S. Bank name, your deposit may not be available until the fifth business day after the day of deposit.
SPECIAL RULES FOR NEW ACCOUNTS – RETAIL
CONSUMER AND BUSINESS ACCOUNTS
If you are a new customer, the following special rules will apply during the first 30 days your account is open.
Funds from electronic direct deposits and deposits of cash and wire transfers to your account will be available on the day we receive the deposit. The first $6,725 of a day’s total deposits of cashier’s, certified, teller’s, traveler’s, on-us checks (checks drawn on U.S. Bank), and federal, state and local government checks will be available on the first business day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be payable to you. The excess amount over $6,725 will be available on the fifth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $6,725 will not be available until the second business day after the day of your deposit.
Funds from all other check deposits will generally be available by the fifth business day after the day of your deposit. In certain instances, we may hold funds from other check deposits for longer than five business days. For example, if we receive a check that falls within the Safeguard Exception description above, we may delay funds for up to seven business days. If we do so, we will provide you with a hold notice at the time of deposit or when we learn that we will hold the funds from the deposit.
CASHING CHECKS
If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cashed would have been available if you had deposited it.
OTHER ACCOUNTS
If we accept for deposit a check that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your availability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would then not be available for withdrawal until the day the deposited item would have been available, which will usually be the first business day after the day of deposit.
ADDITIONAL TERMS FOR BUSINESS
ACCOUNTS
All other sections of this Agreement apply to consumer and business accounts alike, (except when a rule specifically says it will apply to consumers). The following sections apply to accounts used primarily for business purposes.
UNLAWFUL INTERNET GAMBLING AND OTHER ILLEGAL
TRANSACTIONS
You agree that you, or anyone acting on your behalf, will not use your account, access device or banking relationship with us to facilitate illegal transactions such as those prohibited by the Unlawful Internet Gambling Act of 2006, or otherwise violate any law, rule or regulation applicable to you. If we identify a suspected illegal transaction, we may block such transactions, and further we may close your account or terminate our banking relationship with you.
DEPOSIT OF PRE-AUTHORIZED DRAFTS
A pre-authorized draft is an arrangement whereby you get authority from a person (a customer, usually) to access a deposit account owned by that person to pay a debt that person owes you. You deposit these “drafts” into a deposit account with us, and we collect them from your customers, who may have accounts with us or other banks. (These “drafts” are checks you create based on information your customer provides you, such as the customer’s name and account number, and the express permission your customer gave you to draw on his account.)
When you deposit these pre-authorized drafts, you make the following agreements and warranties:
1. You have express, verifiable and binding authorization from your customer to access his, her or its account for the amount you ask us to collect;
2. You will keep the proof of your authorization in retrievable form for not less than two years from: (a) the date of the authorization of a one-time draft; or (b) from the date of revocation of the authorization of recurring drafts. You agree to provide us with such proof upon our request;
3. We may reverse any credit given to you for any draft deposited to your account and returned to us regardless of when it is returned or the reason for the return. We may take funds in your account to pay the amount you owe us, and if there are insufficient funds in your account, you will still owe us the remaining balance.
EARNINGS CREDIT
Fees for services used by you may be assessed in full to your accounts or may be offset through account analysis by applying earnings credit to your service charges to determine a single monthly net service charge. Your earnings credit rate is established by us and will change from time to time. For business accounts, the variable earnings credit rate may be zero or a negative rate. If the earnings credit rate for any of your account(s) or the index or other referenced rate upon which the earnings credit rate for your account(s) is based is at any time less than zero percent, you agree to pay all amounts of the negative earnings credit or fees which we impose as compensation for the negative earnings credit rate. Your net service charge could be zero if your earnings credit equals or exceeds your total charges in a given month. If your earnings credit is not sufficient to offset the amount due hereunder, you agree to pay such amounts to us upon demand.
WAIVER OF NOTIFICATION OF REDEPOSITED CHECKS
When you deposit checks to your account, you have a right to be notified whenever a check you deposit is returned unpaid. We offer a plan (to businesses who elect it) whereby we will automatically redeposit checks returned unpaid due to insufficient funds. To simplify collection of these items, you give up this right to notification for those items we redeposit. If these items are returned unpaid a second time, you will receive standard notification.
We may withhold the availability of funds represented by a redeposited check.
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20 FACSIMILE SIGNATURES
You may wish to use a facsimile signature stamp or other mechanical signature device to sign checks or other orders relating to your accounts. If you do, we will, without contacting you, debit your account for items bearing an imprint that looks substantially like your authorized mechanical signature, whether or not such items bear the actual facsimile signature stamp. You agree to notify us and give us a sample imprint if you plan to use such a device. If you do not give us a sample, this section still applies to your use of the device. You are responsible for the security of any mechanical signature device. We will not be responsible for payment of unauthorized items bearing an imprint from, or similar to, your authorized mechanical signature.
DEPOSITS
Truncation, Substitute Checks, and Other Check Images: If you truncate an original check and create a substitute check or other replacement document, or other paper or electronic image of the original check, you warrant that no one will be asked to make payment on the original check, a substitute check or any other electronic or paper image, if the payment obligation relating to the original check has already been paid. You also warrant that any substitute check(s) you create conforms to the legal requirements and generally accepted specifications for substitute checks. You agree to retain the original check in conformance with the time requirements as outlined in your remote deposit capture agreement with us. You agree to indemnify us for any loss we may incur as a result of any truncated check transaction you initiate. We can refuse to accept substitute checks that have not previously been warranted by a bank or other financial institution in conformance with the Check 21 Act. Unless specifically stated in a separate agreement between you and us, we do not have to accept any other electronic or paper image of an original check.
Deposit Preparation, Sorting, and Endorsements: You agree to properly prepare, sort, and endorse all deposits according to requirements specified in any applicable user guides and Federal Regulation CC. We require that you include the external processing code of “6” in Position 44 of the MICR line for all remotely created checks, and we reserve the right to dishonor any remotely created check that does not meet the requirement. You agree to indemnify us for any loss we incur that results from your failure to comply with these requirements.
Requalification: If you elect to have another bank or entity receive and process all of your returned checks, such other bank’s endorsement may be obscured by our depository bank endorsement. You understand and agree that any other endorsement placed on your checks that identify another bank as the depository bank or the bank to which checks should be returned may result in illegible or double endorsements, which may delay the return of your checks. You agree we shall not be liable for any such delays.
Branch Cash Forward Deposits: We reserve the right to require business customers to prepare their cash using a dual pocket deposit bag that meets our specifications. At our discretion, we may process such deposits either at the branch where the deposit is made or at a cash vault location. If the deposit bag is sent to a cash vault location for processing, you will be provided with provisional credit based on the amount stated on your deposit ticket. You agree that the cash vault location count of the deposit amount will be determinative and that we may revoke all or part of the provisional credit based on such count of the deposit amount for up to ten (10) calendar days after deposit at the branch. If there is a coin and currency variance of $10 or less from the declared balance on the customer’s deposit ticket, we will not make any adjustment to the currency and coin deposits and will credit the customer’s account based on the declared balance.
FRAUD PREVENTION MEASURES FOR BUSINESS
ACCOUNTS
We offer certain products and services, such as “positive pay,” and account blocks and filters that are designed to detect or deter fraud.
Failure to use such services could substantially increase the likelihood of fraud. If you fail to implement any of these products or services, or if you fail to follow these or other precautions reasonable for your type of account or circumstances, you agree that you will be precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit or other fraudulent item that such product, service or precaution was designed to detect or deter, and we will not be required to re-credit your account or otherwise have any liability for paying such items.
CUSTOMER SEGREGATED ACCOUNTS. Notwithstanding anything
to the contrary in this Agreement or any other agreement, we will maintain all money designated as client money—by broker-dealers, future commission merchants, or derivatives clearing organizations—in customer segregated accounts in accordance with acknowledgement letters required by applicable SEC and CFTC rules and regulations.
ELECTRONIC FUND TRANSFERS FOR
CONSUMER CUSTOMERS
This section applies to payment orders and electronic funds transfers described below in the section titled Types of Transactions. This section does not apply to (a) wire transfers or (b) electronic fund transfers initiated using online and mobile services (“Digital Services”). When you enroll in Digital Services, we will provide you with the U.S. Bank Digital Services Agreement that governs the electronic fund transfer services we make available on our Digital Services platforms.
If you have any questions regarding electronic fund transfers or believe that an unauthorized transaction has occurred, please call customer service or U.S. Bank Fraud Liaison Center (unauthorized transactions) (see last page for phone numbers), visit a local U.S. Bank branch or write to:
U.S. Bank 24-Hour Banking
EP-MN-WS5D
60 Livingston Ave.
St. Paul, MN 55107
Please read this disclosure carefully because it tells you your rights and obligations for the transactions listed. You should keep this notice for future reference.
TYPES OF TRANSACTIONS
These are the types of electronic fund transfers covered by this Agreement.
Electronic Fund Transfers Initiated by Third Parties. You may authorize a third party to initiate electronic fund transfers between your account and the third party’s account. These transfers to make or receive payment may be one-time occurrences or may recur as directed by you. These transfers may use the Automated Clearing House (ACH) or other payments network. Your authorization to the third party to make these transfers can occur in a number of ways. In all cases, these third-party transfers will require you to provide the third party with your account number and bank information. Thus, you should only provide your bank and account number information (whether over the phone, the Internet, or via some other method) to trusted third parties whom you have authorized to initiate these electronic fund transfers.
Examples of these transfers include, but are not limited to:
Direct Deposits. You can arrange for direct deposits to your checking or savings account(s).
Preauthorized Payments. You can make arrangements directly with your third party billers to pay certain recurring bills from your checking or savings account(s).
Electronic check conversion. You may authorize a merchant or other payee to make a one-time electronic payment from your checking account using information from your check to pay for purchases or pay bills.
Electronic returned check charge. You may authorize a merchant or other payee to initiate an electronic fund transfer to collect a charge in the event a check is returned for insufficient funds.
Expanded Account Access
What it is. Any card or PIN (personal identification number) can be used to access up to five checking, savings, line of credit and credit card account(s) held in the same name at U.S. Bank or any of its bank affiliates; and any account you open with us and our affiliates may be accessed by your card or PIN. “Access” means use of a card or account number and PIN to conduct a transaction or obtain information at ATMs, over the telephone, or any other available method. If the card or PIN is for a joint account, that card or PIN can be used to access all the accounts linked to the card or PIN account, whether joint or individual.
Expanded Account Access is also applicable to your Digital Services.
The “cards” that can get Expanded Account Access. All U.S. Bank debit cards and ATM cards (excluding prepaid cards), and all U.S. Bank-issued credit cards (including, but not limited to, co-branded credit cards, and all credit lines issued through U.S. Bank and U.S. Bank affiliates).
Fees and Charges for Expanded Account Access. There are no additional fees or charges just for Expanded Account Access, but fees applicable to each applicable account will continue to apply in accordance with the terms of the applicable account agreements.
The fees and terms for each of your accounts will be as disclosed in the pricing information disclosures (see page 3 for a list of pricing documents and how to obtain a copy).
The fees and terms for your personal credit cards and lines of credit are disclosed in the applicable cardmember agreement.
How to Enroll or Cancel. You can visit a branch or call the customer service number (see last page for phone numbers), log in to online 504
21 banking or the U.S. Bank mobile app at any time to enroll in or cancel Expanded Account Access. If you cancel Expanded Account Access for any account, that account will not be accessible by any card or PIN other than the card or PIN specifically designated for that account.
Account Access at Automated Teller Machines
You can access up to five checking, five savings, and five line(s) of credit or credit card accounts at U.S. Bank ATMs through all your cards held in the same name (excluding prepaid cards).
You may perform the following transactions at ATMs:
• Make cash withdrawals from your checking and savings accounts associated with your card. Cash denominations vary by ATM. • Get cash advances from your credit card account using your U.S. Bank debit card or ATM card. (Refer to your cardmember agreement for any cash advance fees and finance charges that may apply.)
• Deposit funds to checking and savings accounts associated with your card. Cash deposits made at a U.S. Bank ATM are credited to your account the same business day. Checks deposited before 8 p.m. local time are posted the same day. Checks deposited after 8 p.m. local time will typically be processed and posted to the account the next business day.
• Transfer funds from your account(s) associated with your card. • Make payments to credit card or line of credit accounts from a deposit account associated with your card.
• Check the current balance of your checking, savings, credit card and line of credit accounts associated with your card.
• Request a statement showing your most recent deposit account transactions. Refer to the pricing information disclosures regarding any fees for purchasing statements at ATMs (see page 3 for a list of pricing documents and how to obtain a copy).
• Change your ATM or debit card PIN.
• Make certain charitable contributions from a deposit account associated with your card.
• You may access your Home Equity Line of Credit or Personal Line of Credit for balance inquiries and making a payment to the respective line of credit at the ATM.
Some of these transactions are not available at all ATMs.
For customers with a debit or ATM card that have accessed a Home Equity Line of Credit or a Personal Line of Credit through the expanded card access feature, cash withdrawals/advances and transferring from the Home Equity Line of Credit or Personal Line of Credit is not allowed.
Purchases at Merchants
You may use any of your U.S. Bank debit cards to make purchases at merchants that accept Visa® debit cards or make money transfers using your card (through a third party). You may use your U.S. Bank ATM card and any of your U.S. Bank debit cards to make purchases by entering your PIN at participating merchants. You may also get cash from a merchant, if the merchant permits. Purchases made with your card will result in debits to your “primary” checking account. These transactions will be itemized on your monthly statement, including the merchant name, location, the date of purchase and the amount of the purchase.
Partial Debit Card Transactions
Some merchants may be enrolled in Visa’s Partial Authorization service.
This means that if you chose ‘No’ to ATM and Debit Card Overdraft Coverage, your transaction may be approved for only part of your total purchase amount. This occurs when you do not have a sufficient Available Balance, necessary to pay for the entire transaction, at the time of the purchase. Additionally, funds from your designated account(s) linked for Overdraft Protection (if applicable) may be considered when determining the amount that is authorized.
For example, if you attempt a $30.00 transaction when your account has an Available Balance of $20.00, your purchase may be approved for $20.00 instead of the entire transaction being declined.
Virtual Debit Card
You can easily access your U.S. Bank debit card virtually through online banking and the mobile app for immediate use or add it to your mobile wallet. Please note, one-time passcode verification will be required to show or copy the card information. If you open a new debit card, it will be delivered in the mail with the same card number, a new expiration date and CVV2 (the three-digit number on the back of the card). The mailed card will require activation. If your virtual card was set up for any one-time or recurring payments, you will need to update the CVV2 and expiration date.
Other Electronic Transactions
In addition to transactions initiated by using your U.S. Bank Debit Card, there are other electronic banking transactions that you may arrange through your account. These include:
• Telephone activated transfers of funds from your accounts with us to other accounts with us or to third parties. These include but are not limited to transfers made by telephone or text.
• Automatic transfer of funds between checking and savings accounts.
• Automatic periodic payments to third parties or us from checking or savings accounts (for example, monthly mortgage payments, installment loan payments, insurance payments, utility payments). • Direct deposit to checking or savings accounts (for example, payroll checks, social security payments).
• Electronic check conversions from your checking account using a blank, partial or fully completed personal check at merchant locations.
• Payments made to your account through your U.S. Bank issued debit card.
• You can also use any of your U.S.Bank debit cards to obtain a cash advance from your checking account at any Visa® member bank anywhere in the world.
Note: Transactions in this section are covered by Regulation E claims processes.
LIMITS ON TRANSFERS
New Accounts
Generally, you cannot make deposits at a non-U.S. Bank ATM.
If we permit a deposit at an ATM that is not identified as ours with the U.S. Bank name, your deposit may not be available until the fifth business day after the day of deposit.
Security
For security reasons, there are limitations on the transactions that you may perform with any of your U.S. Bank debit cards or U.S. Bank ATM cards per day. There are limitations on the number of transactions that can be performed per day and the limits may vary. For security reasons we do not disclose these limits. There are limitations on the dollar amount of cash withdrawals at ATMs and/or cash that you receive from merchants over the amount of your purchase. There are also limitations on the total dollar amount of purchases at merchants and/or cash advances at Visa® member banks you may perform during each 24-hour period beginning at 4:30 p.m. CT. ATM withdrawal limits reset at 10:30 pm. CT each calendar day. Our standard transaction limits for ATM cards are $300.00 per day for cash withdrawals and $1,000.00 per day for purchases. Our standard transaction limits for debit cards are $500.00 per day for cash withdrawals and $1,000.00 per day for purchases and/or cash advances at banks. Our standard money transfer transaction limits for sending or receiving money through your U.S. Bank debit card is $10,000.00 per day. We may change these limitations based on periodic risk assessments and we reserve the right to make such changes without notice to you. Transfer limits are also subject to temporary reductions to protect the security of customer accounts or transfer systems.
Debit Card Transactions
When you use your U.S. Bank debit card for payment, the merchant requests U.S. Bank to authorize the transaction amount. We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction. At the time of the request, we authorize (promise to pay) or decline the merchant’s request. If we authorize (promise to pay) we will reduce your Available Balance by the amount of the merchant’s authorization request. Some merchants (e.g., hotels, restaurants, gas stations, car rental agencies) request an authorization that is an estimated amount of the anticipated purchase instead of the full purchase amount. As a result, the reduction of your Available Balance may be less or greater than the final debit card transaction amount presented for payment. It is important to note that your Available Balance may change between the time a debit card transaction is authorized and when the debit card transaction is presented for payment.
Debit card authorizations will be reflected as pending transactions and/or will reduce your Available Balance from the time we receive the authorization until the merchant presents the item for payment.
If the debit card authorization has not been presented for payment within seven business days, it may be removed from your pending transactions and your Available Balance may no longer be reduced by the authorization amount. Due to prior authorization (promise to pay), if the debit card transaction is presented for payment at a later date we will pay the item regardless of your Available Balance.
If any debit card transaction results in a negative Available Balance at the time it is presented for payment—even if your Available Balance 505
22 was positive at the time the debit card transaction was authorized— you may be charged an Overdraft Paid Fee. For more information on Available Balance please see the section titled INSUFFICIENT FUNDS AND OVERDRAFTS.
Please know, it is your responsibility to ensure your account has a sufficient Available Balance to cover all transactions you conduct. We recommend keeping a record of your balance and deducting every transaction at the time you initiate it.
FEES
We will charge you fees for electronic fund transfers in accordance with the information found in our pricing disclosures (see page 3 for a list of pricing documents and how to obtain a copy). The fees may be changed at any time, subject to our giving you any notice required by law.
ATM Transaction Fee. U.S. Bank will assess this fee for each ATM Transaction (withdrawal, balance inquiry, funds transfer or deposit) conducted at the Non-U.S. Bank ATM. This means that you may be charged more than one ATM Transaction fee at a Non-U.S. Bank ATM during a single ATM session. Non-U.S. Bank ATMs are defined as any ATM that does not display the U.S. Bank logo in any manner, physically on the ATM or digitally on the screen.
ATM Surcharge. Non-U.S. Bank ATM owners may apply a surcharge fee on ATM transactions at their ATMs.
U.S. Bank participates in MoneyPass®, an ATM surcharge free network.
To find MoneyPass ATM locations, select “visit the MoneyPass locator” at the bottom of our ATM locator search results to be taken to the MoneyPass website. If you use an ATM that uses the MoneyPass® Network and are charged a surcharge fee, please contact customer service (see last page for phone numbers) for a refund of the surcharge fee. However, a Non-U.S. Bank ATM Transaction Fee may be assessed on transactions at a MoneyPass ATM.
USING YOUR CARD FOR INTERNATIONAL
TRANSACTIONS
You may be able to use your debit card or ATM card for retail purchases with international merchants, for international cash advances and all transactions performed at international ATMs utilizing Visa’s PLUS network. The PLUS network is owned by Visa, and they maintain a locator function on their website. This is not a U.S. Bank sponsored or affiliated website and we have no control over the results. Refer to our pricing information disclosures for fee information (see page 3 for a list of pricing documents and how to obtain a copy). We may block transactions in certain foreign countries. Call us for more information.
Some merchant and ATM transactions, even if you and/or the merchant or ATM are located in the United States, are considered international transactions under the applicable network rules, in which case we will add International Processing Fees to those transactions.
U.S. Bank does not control how these merchants, ATMs and transactions are classified for this purpose. If the transaction requires a currency conversion, the exchange rate in effect when processed may differ from the rate in effect on the date of the transaction or the date of the posting to your Account.
Transactions processed through the Visa® system will be converted according to the applicable rules established by Visa®. The foreign currency transaction will be converted to U.S. Dollars by multiplying the amount of the foreign currency times (a) a rate selected by Visa® from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa® itself receives, or (b) the government-mandated rate in effect for the applicable central processing date. For transactions processed through other networks, the international currency transaction will be converted by that network in accordance with their rules.
Additional fees may apply. If you need to contact us about your card while outside of the United States, call us collect at 503-401-9991.
ADVISORY AGAINST ILLEGAL USE
You agree not to use your card(s) for illegal gambling or any other illegal purpose. Display of a payment card logo by, for example, an online merchant does not necessarily mean that transactions are lawful in all jurisdictions in which you may be located.
DOCUMENTATION
Terminal transfers. You may get a receipt at the time you make any transfer to or from your account using automated teller machines or point-of-sale terminals.
Pre-authorized credits. If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you can call customer service (see last page for phone numbers), log in to the U.S. Bank Mobile App or visit our online banking site at usbank.com to find out whether or not the deposit has been made.
Periodic statements. You will get a monthly account statement unless there are no transfers in a particular month. In any case, you will get the statement at least quarterly for an account to or from which you have arranged for electronic access. In the event your account has become inactive as defined in the section titled Dormant Accounts and Escheat (refer to page 12) and you have had no electronic activity, you will receive an annual statement.
PREAUTHORIZED PAYMENTS
If you have arranged for automatic periodic payments to be deducted from your checking or savings account and these payments vary in amount, you will be notified by the person you are going to pay ten calendar days prior to the payment date of the amount to be deducted.
If the date upon which your payment is scheduled to be deducted changes, the person you are going to pay will notify you seven calendar days prior to the new scheduled date. To confirm the completion of automatic transfers, payments and/or direct deposits, please contact customer service (see last page for phone numbers), or log in to your account using our Digital Services.
Right to Stop Payment of Preauthorized Transfers
To stop a preauthorized electronic payment or transfer, please call customer service (see last page for phone numbers) or initiate a stop payment request using Digital Services. You must notify the bank in time for us to receive your request and to be able to act upon it, which in the case of these electronic payments, is at least three business days before the transfer is scheduled to occur. We may also require you to put your request in writing and forward it to us within 14 days after you call.
If you order us to stop one of these payments at least 3 business days before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.
OUR LIABILITY
Liability for failure to make transfers. If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages.
However, there are some exceptions. We will not be liable, for instance:
1. If, through no fault of ours, you do not have enough money in your account to make the transfer.
2. If you have an overdraft line and the transfer would go over the credit limit.
3. If the automated teller machine where you are making the transfer does not have enough cash.
4. If the terminal or system was not working properly and you knew about the breakdown when you started the transfer.
5. If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken.
6. There may be other rules/limitations stated in our agreement(s) with you that excuse our failure to make a requested transfer (for example, the monthly limit on certain transfers out of non-transaction savings accounts; refer to Savings Accounts, Withdrawal section on page 15 for additional details).
Authorized Transactions
We assume that all transactions performed with your U.S. Bank ATM card or any of your U.S. Bank debit cards and/or your personal identification number (PIN) are authorized unless you promptly notify us to the contrary. If you intentionally provide another person with the means and authority to perform electronic banking transactions using your account, any resulting transactions will be treated as if they were performed and authorized by you. Such treatment will continue until you notify U.S. Bank Fraud Liaison Center (see below) that the other person is no longer authorized to use your card and/or PIN (in which case the card and PIN will have to be deactivated).
UNAUTHORIZED TRANSACTIONS AND LOST OR STOLEN
CARDS
An unauthorized transaction is one that another person conducts without your permission and from which you receive no benefit.
In order to avoid unauthorized transactions, please observe the following basic precautions:
• Do not keep your U.S. Bank ATM card or U.S. Bank debit card and personal identification number (PIN) together. Do not write your PIN on your card.
• Do not provide your card or reveal your PIN to another person. • Notify U.S. Bank Fraud Liaison Center or any U.S. Bank branch of the loss, theft or unauthorized use of your card or PIN. 506
23 U.S. Bank Fraud Liaison Center
877-595-6256
We reserve the right to cancel, block, and not renew your access device for any reason, with or without prior notice. Reasons for suspension of access may include, for example:
• Detection of suspicious or fraudulent activity;
• Lack of usage;
• Misuse; or
• Access devices returned as undeliverable by postal service.
CONSUMER LIABILITY FOR UNAUTHORIZED TRANSFERS
Zero Liability for Transactions. Except as provided in the next paragraph, you are generally protected from all liability for unauthorized use of any of your U.S. Bank debit cards, the associated account numbers printed on them (including purchases made over the phone, online or in the U.S. Bank Mobile App) and your ATM card or its associated personal identification number (PIN). You still need to report the loss or theft of these cards, PINs, and any unauthorized transactions to us as soon as you can. This is necessary so you can get any unauthorized transactions reversed, prevent further unauthorized transactions, and avoid liability for subsequent purchases we could have prevented had you given us notice. This policy also protects you from liability for other types of electronic fund transfers. Please follow the section entitled Error Resolution Notice to report any unauthorized activity on your account.
After 60 Days from Statement Notice. If you fail to give us notice of an unauthorized electronic fund transfer within 60 days of when we first deliver a statement to you that discloses that unauthorized transaction, you will be liable for all unauthorized electronic fund transfers that occur after that 60-day period expires if we could have prevented such transaction had you reported it to us within the 60-day period.
This rule applies to all forms of electronic fund transfers (including but not limited to ATM transactions, preauthorized withdrawals, online or mobile transactions, and purchases with any of your U.S. Bank debit cards, etc.) that occur after the 60-day period following the first statement notice.
If a good reason (such as a long trip or hospital stay) kept you from telling us, we may extend this time period.
BUSINESS DAYS
Bank “business days” are Monday through Friday. Federal holidays are not included.
CONFIDENTIALITY
We will disclose information to third parties about your account as permitted by law or the transfers you make:
1. where it is necessary for completing transfers; or
2. in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant; or
3. in order to comply with government agency or court orders; or
4. if you give us your written permission; or
5. according to our privacy policies, which generally permits us to share information with companies that perform marketing or other services on our behalf.
ERROR RESOLUTION NOTICE
In case of errors or questions about your electronic transfers, call customer service at a number on the last page, visit any U.S. Bank branch or write us at the address listed below, as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
1. Tell us your name and account number (if any).
2. Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
3. Tell us the dollar amount of the suspected error.
If you tell us orally, we may require that you send us your dispute or question in writing within ten business days. We will determine whether an error occurred within ten business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your dispute or question. If we decide to do this, we will credit your account within ten business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your dispute or question in writing and we do not receive it within ten business days, we might not provisionally credit your account.
For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your dispute or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.
We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation.
You may ask for copies of the documents that we used in our investigation. Write to us at:
U.S. Bank
EP-MN-WS5D
60 Livingston Ave.
St. Paul, MN 55107
Error resolution and contact information with respect to Digital Services is provided in our Digital Services Agreement.
NOTICE OF ATM/NIGHT DEPOSIT FACILITY USER
PRECAUTIONS
As with all financial transactions, please exercise discretion when using an automated teller machine (ATM) or night deposit facility. For your own safety, be careful. The following suggestions may be helpful:
1. Prepare for your transactions at home (for instance, by filling out a deposit slip) to minimize your time at the ATM or night deposit facility.
2. Mark each transaction in your account record, but not while at the ATM or night deposit facility. Always save your ATM receipts.
Do not leave them at the ATM or night deposit facility because they may contain important account information.
3. Compare your records with the account statements you receive.
4. Do not lend your ATM or debit card to anyone.
5. Remember, do not leave your card at the ATM. Do not leave any documents at a night deposit facility.
6. Protect the secrecy of your Personal Identification Number (PIN).
Protect your ATM or debit card as though it were cash. Don’t tell anyone your PIN. Don’t give anyone information regarding your ATM card or PIN over the telephone. Never enter your PIN in any ATM that does not look genuine, has been modified, has a suspicious device attached, or is operating in a suspicious manner. Don’t write your PIN where it can be discovered. For example, don’t keep a note of your PIN in your wallet or purse.
7. Prevent others from seeing you enter your PIN by using your body to shield their view.
8. If you lose your ATM card or if it is stolen, promptly notify us.
You should consult the other disclosures you have received about electronic fund transfers for additional information about what to do if your card is lost or stolen.
9. When you make a transaction, be aware of your surroundings.
Look out for suspicious activity near the ATM or night deposit facility, particularly if it is after sunset. At night, be sure that the facility (including the parking area and walkways) is well lighted.
Consider having someone accompany you when you use the
facility, especially after sunset. If you observe any problem, go to another ATM or night deposit facility.
10. Do not accept assistance from anyone you do not know when using an ATM or night deposit facility.
11. If you notice anything suspicious or if any other problem arises after you have begun an ATM transaction, you may want to cancel the transaction, pocket your card and leave. You might consider using another ATM or coming back later.
12. Do not display your cash; pocket it as soon as the ATM transaction is completed and count the cash later when you are in the safety of your own car, home, or other secure surrounding.
13. At a drive-up facility, make sure all the car doors are locked and all of the windows are rolled up, except the driver’s window. Keep the engine running and remain alert to your surroundings.
14. We want the ATM and night deposit facility to be safe and convenient for you. Therefore, please tell us if you know of any problem with a facility. For instance, let us know if a light is not working or there is any damage to a facility. Please report any suspicious activity or crimes to both the operator of the facility and local law enforcement officials immediately.
ELECTRONIC FUND TRANSFERS FOR
BUSINESS CUSTOMERS
This section governs transactions initiated by you or your employees using a U.S. Bank Business Debit Card or ATM Card, or other U.S. Bank card products offered to business customers from time to time by U.S. Bank (“Business Debit Card(s)”). This section does not apply to electronic fund transfers initiated using online and mobile services (“Digital Services”). When you enroll in Digital Services we will provide you with the U.S. Bank Digital Services Agreement that governs the 507
24 electronic fund transfer services we make available on our Digital Services platforms.
Your use of business debit cards is subject to the fees and terms of your checking and savings accounts as set forth elsewhere in this Agreement and in related disclosures and fee schedules, which are available at any branch in your state. Some ATM networks impose an additional transaction fee unrelated to our fees and charges and may be assessed to your account. Other electronic transactions against your account, whether or not initiated or authorized by you will be governed by the specific Agreement between us related to such transactions and/ or all applicable rules and regulations governing such transactions, including without limitation, the rules of the National Automated Clearing House Association (NACHA) as may be amended from time to time.
Under NACHA rules we cannot return an unauthorized electronic transaction (ACH debit) unless you notify us no later than 5:00 p.m.
Central Time on the business day following the settlement date of the transaction. Otherwise, your sole recourse is to the originator of the transaction.
ACCOUNT ACCESS
Any business debit card or personal identification number (PIN) issued to or selected by you, except sole proprietors who choose to have a sole proprietor business debit card, may access only related business checking or business savings accounts (for example, accounts with the same name or tax identification number). Sole proprietor business debit cards, however, can access up to five checking accounts, five savings accounts, and five line of credit or credit card accounts through Expanded Account Access. Sole proprietor cards may access business and personal accounts. For more information on Expanded Account Access, see the Electronic Fund Transfers for Consumer Customers section.
Access methods will differ depending on the business debit card selected by you and approved by us. All business debit card services may not be available depending on the access method selected.
LIMITS ON TRANSFERS
Security
For security reasons, there are limitations on the transactions that you may perform with any of your business debit cards or U.S. Bank Business ATM cards, per day. There are limitations on the number of transactions that can be performed per day and the limits may vary. For security reasons we do not disclose these limits. There are limitations on the dollar amount of cash withdrawals at ATMs and/or cash that you receive from merchants over the amount of your purchase.
There are also limitations on the total dollar amount of purchases at merchants and/or cash advances at Visa® member banks you may perform during each 24-hour period beginning at 4:30 p.m. CT.
ATM withdrawal limits reset at 10:30 p.m. CT each calendar day. Our standard transaction limits for business ATM cards are $500.00 per day for cash withdrawals and $2,500.00 per day for purchases. Our standard transaction limits for business debit cards are $500.00 per day for cash withdrawals and $10,000.00 per day for purchases and/ or cash advances at banks. Our standard money transfer transaction limits for sending or receiving money through your U.S. Bank debit card is $10,000.00 per day. We may change these limitations based on periodic risk assessments and we reserve the right to make such changes without notice to you. Transfer limits are also subject to temporary reductions to protect the security of customer accounts or transfer systems.
Debit Card Transactions
When you use your U.S. Bank business debit card for payment, the merchant requests U.S. Bank to authorize the transaction amount.
We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction. At the time of the request, we authorize (promise to pay) or decline the merchant’s request. If we authorize (promise to pay) we will reduce your Available Balance by the amount of the merchant’s authorization request. Some merchants (e.g., hotels, restaurants, gas stations, car rental agencies) request an authorization that is an estimated amount of the anticipated purchase instead of the full purchase amount. As a result, the reduction of your Available Balance may be less or greater than the final debit card transaction amount presented for payment. It is important to note that your Available Balance may change between the time a debit card transaction is authorized and when the debit card transaction is presented for payment.
Debit card authorizations will be reflected as pending transactions and/or will reduce your Available Balance from the time we receive the authorization until the merchant presents the item for payment.
If the debit card authorization has not been presented for payment within seven business days, it may be removed from your pending transactions and your Available Balance may no longer be reduced by the authorization amount. Due to prior authorization (promise to pay), if the debit card transaction is presented for payment at a later date we will pay the item regardless of your Available Balance.
If any debit card transaction results in a negative Available Balance at the time it is presented for payment—even if your Available Balance was positive at the time the debit card transaction was authorized— you may be charged an Overdraft Paid Fee. For more information on Available Balance please see the section titled INSUFFICIENT FUNDS AND OVERDRAFTS.
Please know, it is your responsibility to ensure your account has a sufficient Available Balance to cover all transactions you conduct. We recommend keeping a record of your balance and deducting every transaction at the time you initiate it.
Account Access at Automated Teller Machines
You may use any of your business debit cards (except as noted below in Employee Debit Cards and ATM Cards) to make the following transactions at ATMs:
• Make cash withdrawals from your checking and savings accounts.
Cash denominations vary by ATM.
• Get cash advances from your credit card or line of credit account. (Refer to your cardmember agreement for any cash advance fees and finance charges that may apply.)
• Deposit funds to checking and savings accounts associated with your card. Cash deposits made at a U.S. Bank ATM are credited to your account the same business day. Checks deposited before 8 p.m. local time are posted the same day. Checks deposited after 8 p.m. local time will typically be processed and posted to the account the next business day.
• Transfer funds from your account associated with your card. • Make payments to credit card or line of credit accounts from a deposit account associated with your card.
• Check the current balance of your linked checking, savings, credit card and line of credit accounts.
• Request a statement showing your most recent deposit account transactions.
• Change your ATM or debit card PIN.
• Make certain charitable contributions from a deposit account associated with your card.
Some of these transactions are not available at all ATMs.
Purchases at Merchants
You may use any of your business debit cards (except as noted below in Employee Debit Cards and ATM Cards) to make purchases at Visa® merchants that accept debit cards or make money transfers using your card (through a third party). You may use any of your business debit cards to make purchases by entering your PIN at participating merchants. You may also get cash from a merchant, if the merchant permits. Purchases made with your card will result in debits to your “primary” checking account. These transactions will be itemized on your monthly statement, including the merchant name, location, the date of purchase and the amount of the purchase.
Employee Debit Cards and ATM Cards
Business debit cards issued to employees only allow ATM deposits at an automated teller machine and purchase access at merchants. They do not allow ATM cash withdrawals. Employee ATM cards do not have purchase access at merchants.
Virtual Debit Card
You can easily access your U.S. Bank debit card virtually through online banking and the mobile app for immediate use or add it to your mobile wallet. Please note, one-time passcode verification will be required to show or copy the card information. If you open a new debit card, it will be delivered in the mail with the same card number, a new expiration date and CVV2 (the three-digit number on the back of the card). The mailed card will require activation. If your virtual card was set up for any one-time or recurring payments, you will need to update the CVV2 and expiration date.
Other Electronic Transactions
In addition to transactions initiated by using your business debit card, there are other electronic banking transactions that you may arrange through your account. These include:
• Telephone activated transfers of funds from your accounts with us to other accounts with us or to third parties. These include but are not limited to transfers made by telephone or text.
• Automatic transfer of funds between checking and savings accounts.
• Automatic periodic payments to third parties or us from checking or savings accounts (for example, monthly mortgage payments, installment loan payments, insurance payments, utility payments). 508
25 • Direct deposit to checking or savings accounts (for example, payroll checks, social security payments).
• Electronic check conversions from your checking account using a blank, partial or fully completed personal check at merchant locations.
• Payments made to your account through your U.S. Bank debit card. • You can also use any of your business debit cards to obtain a cash advance from your checking account at any Visa® member bank anywhere in the world.
FEES
We will charge you fees for electronic fund transfers in accordance with the information found in our Business Pricing Information or U.S.
Bank Business Essentials® Pricing Information disclosure(s). The fees may be changed at any time, subject to our giving you any notice required by law.
ATM Transaction Fee. U.S. Bank will assess this fee for each ATM Transaction (withdrawal, balance inquiry, funds transfer or deposit) conducted at the Non-U.S. Bank ATM. This means that you may be charged more than one ATM Transaction fee at a Non-U.S. Bank ATM during a single ATM session. Non-U.S. Bank ATMs are defined as any ATM that does not display the U.S. Bank logo in any manner, physically on the ATM or digitally on the screen.
ATM Surcharge. Non-U.S. Bank ATM owners may apply a surcharge fee on ATM transactions at their ATMs.
U.S. Bank participates in MoneyPass®, an ATM surcharge free network.
To find MoneyPass ATM locations, select “visit the MoneyPass locator” at the bottom of our ATM locator search results to be taken to the MoneyPass website. If you use an ATM that uses the MoneyPass® Network and are charged a surcharge fee, please contact customer service (see last page for phone numbers) for a refund of the surcharge fee. However, a Non-U.S. Bank ATM Transaction Fee may be assessed on transactions at a MoneyPass ATM.
USING YOUR CARD FOR INTERNATIONAL
TRANSACTIONS
You may use your business debit card for retail purchases with international merchants, for international cash advances and all transactions performed at international ATMs that bear any of the network logos found on your card. Refer to our Business Pricing Information or U.S. Bank Business Essentials® Pricing Information disclosure(s) for fee information. (Both disclosures can be obtained by stopping into a U.S. Bank branch. We may block transactions in certain foreign countries. Call us at 800-673-3555 for more information.) Some merchant and ATM transactions, even if you and/or the merchant or ATM are located in the United States, are considered international transactions under the applicable network rules, in which case we will add International Processing Fees to those transactions. U.S. Bank does not control how these merchants, ATMs, and transactions are classified for this purpose. If the transaction requires a currency conversion, the exchange rate in effect when processed may differ from the rate in effect on the date of the transaction or the date of the posting to your Account.
Transactions processed through the Visa® system will be converted according to the applicable rules established by Visa®. The foreign currency transaction will be converted to U.S. Dollars by multiplying the amount of the foreign currency times (a) a rate selected by Visa® from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa® itself receives, or (b) the government-mandated rate in effect for the applicable central processing date. For transactions processed through other networks, the international currency transaction will be converted by that network in accordance with their rules.
Additional fees may apply. If you need to contact us about your card while outside of the United States, call us collect at 503-401-9991.
BALANCE REQUIREMENTS
Transactions using your business debit card will be completed only if sufficient funds are available in the applicable account balance, overdraft protection or other linked credit facility to fully perform the transaction.
UNAUTHORIZED TRANSACTIONS AND LOST OR STOLEN
CARDS AND SECURITY
You are solely responsible for maintaining the security of your business debit cards and PINs and their use by you and your employees and other agents. You shall be liable for the acts of your employees and agents related to your business debit cards, including business debit card applications and other service requests. If you provide another person with the means to perform transactions related to your accounts using your business debit card or PIN, any resulting transactions will be treated as if they were performed and authorized by you.
You are generally protected from liability for unauthorized use of your business debit card.
The U.S. Bank Zero Liability policy is subject to certain conditions. If we determine that the unauthorized transaction was caused by your gross negligence or fraud, the U.S. Bank Zero Liability policy will not apply.
You still need to report the loss or theft of these cards, PINs, and any unauthorized transactions to us as soon as you can. This is necessary so you can get any unauthorized transactions reversed, prevent further unauthorized transactions, and avoid liability for subsequent purchases we could have prevented had you given us notice.
You must report an unauthorized debit card transaction to us within a reasonable time, not to exceed 60 days, from the day we send or make your account statement available to you on which an unauthorized transaction is first reported. If you fail to give us notice of an unauthorized debit card transaction within 60 days of when we first deliver a statement to you that discloses that unauthorized transaction, you will be liable for all debit card transactions that occur after that 60-day period expires if we could have prevented such transaction had you reported it to us within the 60-day period.
Please be aware that consumer rights governed by the Electronic Fund Transfer Act do not apply to business accounts and we are not liable to reimburse you for unauthorized or erroneous transactions that may occur on your business account via electronic fund transfer.
If you believe that an erroneous or unauthorized transaction has occurred using your business debit card, or if your card has been lost or stolen, or if you want to cancel a business debit card issued to you or your employee/agent, or if you want to change your PIN, you must immediately telephone us at:
U.S. Bank 24-Hour Banking
Cincinnati Metro Area: 513-632-4141
Denver Metro Area: 303-585-8585
Milwaukee Metro Area: 414-765-4636
St. Louis Metro Area: 314-425-2000
Minneapolis/St. Paul Metro Area: 612-USBANKS (872-2657) Portland Metro Area: 503-USBANKS (872-2657)
All Other Areas: 800-USBANKS (872-2657)
Outside the United States: 503-401-9991 (call collect)
U.S. Bank Business Service Center
Monday - Friday: 8:00 a.m. to 8:00 p.m. CT
Saturday: 8:00 a.m. to 6:30 p.m. CT
Minneapolis/St. Paul Metro Area: 651-244-7770
All Other Areas within the United States: 800-673-3555
Outside the United States: 503-401-9992 (call collect)
U.S. Bank Fraud Liaison Center
877-595-6256
U.S. Bank accepts relay calls.
Edward Jones Checking Customer Service at U.S. Bank
Customer Service: 855-681-5325
Outside the United States: 701-566-7700 (call collect)
State Farm Banking Customer Service at U.S. Bank
Customer Service: 800-890-2233
State Farm Banking Business Service at U.S. Bank
Customer Service: 800-688-7119
© 2026, U.S. Bank National Association 40341
© 2026 Wolters Kluwer Financial Services, Inc. All rights reserved.
USB-AIB May 11, 2026 Custom 202418433-030
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CPS 1700042 Page 1 of 5 R 5/2017
State of California Participating Addendum No. 7-14-99-22 Local Agency Subscription Agreement
This Local Agency Subscription Agreement (“Local Agency Subscription Agreement”) constitutes an agreement to participate under the terms and conditions of the Purchase Card Services Participating Addendum No. 7-14-99-22 (“Participating Addendum”) signed September 29, 2014 and entered into by U.S. Bank National Association (“U.S. Bank”) and the State of California, Department of General Services (“State”). This Local Agency Subscription Agreement is entered into by U.S. Bank and the “Local Governmental Agency” identified herein, and shall become effective upon signing by U.S. Bank (“Effective Date”).
RECITALS
A. The State has entered into the Participating Addendum for the purpose of making available a Purchase Card Program as described in the Participating Addendum for use by State of California state agencies and local governmental agencies; B. The State is willing to permit Local Governmental Agency to participate in the Purchase Card Program provided that Local Governmental Agency assumes all responsibility and liability for Local Governmental Agency’s performance of the terms and conditions of the Participating Addendum as if Local Governmental Agency was the entity signing the Participating Addendum, but Local Governmental Agency shall not be liable for the acts and omissions of the State under the Participating Addendum or this Local Agency Subscription Agreement. The State shall not bear liability or responsibility for Local Governmental Agency under the Participating Addendum or this Local Agency Subscription Agreement; and C. Local Governmental Agency has received a copy of the Participating Addendum from the State, and after a thorough review of the Participating Addendum, desires to participate as a Local Governmental Agency under the Participating Addendum.
Participating Addendum No. 7-14-99-22 is incorporated into this Local Agency Subscription Agreement in its entirety and all terms and conditions of the Participating Addendum apply to the Local Governmental Agency.
AGREEMENT
Now therefore, in consideration of the foregoing Recitals, the mutual premises and covenants set forth in the Participating Addendum, which are incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, all parties agree as follows:
1. Local Governmental Agency Responsibility. Local Governmental Agency agrees to accept and perform all duties, responsibilities and obligations required of Participating Agencies as set forth in the Participating Addendum.
2. Authority. The representations, warranties and recitals of Local Governmental Agency set forth in this Local Agency Subscription Agreement and the Participating Addendum constitute valid, binding and enforceable agreements of Local Governmental Agency. All extensions of credit made to Local Governmental Agency pursuant to this Local Agency Subscription Agreement and the Participating Addendum will be valid and enforceable obligations of Local Governmental Agency and Local Governmental Agency shall pay to U.S. Bank all Debts incurred by Local Governmental Agency in accordance with the terms of the Participating Addendum and this Local Agency Subscription Agreement. The execution of this Local Agency Subscription Agreement and the performance of the obligations hereunder and under the Participating Addendum are within the power of Local Governmental Agency, have been authorized by all necessary action and do not constitute a breach of any contract to which Local Governmental Agency is a party or is bound.
3. Purpose of Card Use. Local Governmental Agency declares that cards shall be used for official Local Governmental Agency purchases only, and shall not be used for individual consumer purchases or to incur consumer debt. Local Governmental Agency warrants that it possesses the financial capacity to perform all of its obligations under the Participating Addendum and this Local Agency Subscription Agreement.
4. The notice address for Local Governmental Agency is:
Attn:
5. Rebate Payment. To receive payment, Local Governmental Agency must register in the manner prescribed by U.S. Bank. U.S.
Bank will not make any payments until Local Governmental Agency has registered. If Local Governmental Agency fails to register by the end of the first Addendum Year, Local Governmental Agency forfeits any payments for that Addendum Year and any subsequent Addendum Years in which Local Governmental Agency fails to register. Local Governmental Agency designates the following person to register Local Governmental Agency.
Authorized Person’s Name
Authorized Person’s Email Address
510
CPS 1700042 Page 2 of 5 R 5/2017
6. Billing Statements. Local Governmental Agency may choose to have Statements for all Accounts with Central Billing (1) delivered by U.S. mail (“Paper Statements”); (2) made available electronically (“Electronic Statement(s)”) for Local Governmental Agency to access on its own through the account management system or (3) both delivered as Paper Statements and made available as Electronic Statements. If Local Governmental Agency chooses Electronic Statements only, that is, option (2) herein, U.S. Bank will suppress delivery of Paper Statements.
7. Authorization. Local Governmental Agency certifies to U.S. Bank that the person executing this Local Agency Subscription Agreement is authorized by Local Governmental Agency in accordance with its organization rules and applicable law to bind Local Governmental Agency to the terms and conditions of this Local Agency Subscription Agreement, including the authority to incur Debt in the name of Local Governmental Agency.
8. Execution. By signing below, the individual(s) signing this Local Agency Subscription Agreement is/are acting in his or her capacity as an authorized signing officer of Local Governmental Agency and not in his or her personal capacity, and certifies and warrants that (1) all action required by Local Governmental Agency organizational documents to authorize the signer(s) to act on behalf of Local Governmental Agency in all actions taken under this Local Agency Subscription Agreement, including but not limited to, the authority to incur Debt on behalf of Local Governmental Agency, has been taken, (2) each signer is empowered in the name of and on behalf of Local Governmental Agency to enter into all transactions contemplated in this Local Agency Subscription Agreement, and (3) the signatures appearing on all supporting documents of authority, if any, are authentic.
9. Reliance. Local Governmental Agency has read, understands and agrees to all terms and conditions in this Local Agency Subscription Agreement and the Participating Addendum, and U.S. Bank is entitled to act in reliance upon the authorizations and certifications set forth herein.
IN WITNESS WHEREOF, the parties have, by their authorized representatives, executed this Local Agency Subscription Agreement.
Dated this ______ day of _____________, 20___
By Local Governmental Agency:
Dated this ______ day of ___________, 20___
By U.S. Bank:
U.S. Bank National Association
(Name)
(Signature of Authorized Signer) (Signature of Authorized Signer) Michael C. Leppones
(Printed Name of Authorized Signer) (Printed Name of Authorized Signer) Vice President
(Printed Title of Authorized Signer) (Printed Title of Authorized Signer) Approved as to form:
(Signature of Attorney for Local Governmental Agency)
(Printed Name of Attorney)
511
CPS 1700042 Page 3 of 5 R 5/2017
CERTIFICATE OF AUTHORITY
***INSTRUCTIONS***
Before completing the Certificate of Authority, please read:
• If the Local Agency Subscription Agreement being signed was “approved as to form” by an attorney, it is not necessary to complete the attached Certificate of Authority (C of A). • If the Local Agency Subscription Agreement was not “approved as to form” by an attorney, please complete the attached C of A (page 7).
• Be sure to date all documents upon signing. Undated documents cannot be accepted and will be returned for dating.
Signing Instructions for
Certificate of Authority
Note that three (3) different individuals must sign and date the C of A. If the Local Governmental Agency does not have three individuals who are authorized to sign on behalf of the Local Governmental Agency, please refer to page 6.
Section 1 Organizational Information- Enter the legal Local Governmental Agency name and the tax ID number on the C of A. Note: The legal name of the Local Governmental Agency name is required. The legal name is usually the name on the Local Governmental Agency’s financial statements.
Section 2 Authorized Persons - The individual who signed the Local Agency Subscription Agreement must complete and sign in Section 2.
Section 3 Execution Requirement - Check only one box in Section 3 to indicate how many individuals (either 1 or 2) that the Local Governmental Agency requires to sign legal documents on behalf of the Local Governmental Agency.
Section 4 Execution - No action required.
Section 5 Certification - Two (2) individuals must sign and date Section 5 as well as insert their names and titles. Note:
The individual(s) who signed in Section 2 cannot sign in Section 5 or this document is invalid. • An officer of the Local Governmental Agency (“Officer One”) is required to sign the top area of Section 5 attesting to the signatures in Section 2.
• One other officer of the Local Governmental Agency (“Officer Two”) must sign the bottom area of Section 5 attesting to the signature of Officer One.
Please see examples below:
5. Certification. I certify that I am the Secretary and I am acting in my official capacity as an authorized officer who has been given the authority by the Local Governmental Agency to certify that the Authorized Person(s) has/have the full power and authority under applicable law and the governance rules relating to the Local Governmental Agency to execute and deliver to U.S. Bank, on behalf of the Local Governmental Agency, and to bind the Local Governmental Agency under, the Documents for the purpose of establishing and extending the Services. I also certify that the name(s) and title(s) of the Authorized Person(s) set forth above are correct and that the signature appearing beside each name is a true and genuine specimen of his/her signature.
JOHN DOE
⇑ PRINTED NAME OF THE SECRETARY OF THE LOCAL GOVERNMENTAL AGENCY ⇑ (CANNOT BE AN AUTHORIZED PERSON LISTED IN SECTION 2)
⇑ Signature of the Secretary of the Local Governmental Agency ⇑ DATE I certify that I am an officer of the Local Governmental Agency, and as such, I certify that the above-named Secretary is acting in such capacity on behalf of the Local Governmental Agency, the signature below is my genuine signature and the signature above is the genuine signature of such Secretary.
JANE SMITH, TREASURER
⇑ PRINTED NAME & TITLE OF INDIVIDUAL SIGNING BELOW ⇑ (CANNOT BE AN AUTHORIZED PERSON LISTED IN SECTION 2)
⇑ Signature ⇑ Attested by One (1) Other Individual of the Local Governmental Agency DATE 512
CPS 1700042 Page 4 of 5 R 5/2017
EXAMPLES TO Signing Instructions
for
Certificate of Authority (C Of A)
EXAMPLE 1:
1. One (1) person is required to sign legal documents, and
2. Local Governmental Agency has more than two (2) authorized signatories who can attest to signatures of other signatories.
Local Agency Subscription Agreement: Person A signs.
C of A Section 2: Person A completes and signs.
C of A Section 3: First box is checked.
C of A Section 5: Person B (preferably the Secretary) signs attesting to the signature of Person A AND
Person C signs attesting to Person B’s authority and signature.
EXAMPLE 2:
1. Two (2) people are required to sign legal documents, and
2. Local Governmental Agency has more than two (2) authorized signatories who can attest to signatures of other signatories.
Local Agency Subscription Agreement: Persons A and B sign.
C of A Section 2: Persons A and B complete and sign.
C of A Section 3: Second box is checked.
C of A Section 5: Person C (preferably the Secretary) signs attesting to the signatures of Persons A and B
AND
Person D signs attesting to Person C’s authority and signature.
EXAMPLE 3:
1. One (1) person is required to sign legal documents, and
2. Local Governmental Agency has only one (1) other authorized signatory who can attest to signatures of other signatories.
Local Agency Subscription Agreement: Person A signs.
C of A Section 2: Person A completes and signs.
C of A Section 3: First box is checked.
C of A Section 5: Person B (preferably the Secretary) signs attesting to the signature of Person A.
NOTE: If the Secretary can sign the C of A, than they cannot be Person A; they must be Person B.
AND
Person A signs attesting to Person B’s authority and signature.
EXAMPLE 4:
1. Two (2) people are required to sign legal documents, and
2. Local Governmental Agency has only one (1) other authorized signatory who can attest to signatures of other signatories.
Local Agency Subscription Agreement: Persons A and B sign.
C of A Section 2: Persons A and B complete and sign.
C of A Section 3: Second box is checked.
C of A Section 5: Either Person A or B (preferably the Secretary) signs attesting to the signature of Persons A and B.
NOTE: If the Secretary can sign the C of A, than they must sign in Section 4 and the other person must sign in Section 5 AND the Person who did not sign Section 4 signs attesting to the signing authority and signature of the person who did sign in Section 4, subject to the note above.
513
CPS 1700042 Page 5 of 5 R 5/2017
CERTIFICATE OF AUTHORITY
1. Organizational Information. This Certificate of Authority has been completed on behalf of the following Local Governmental Agency (the “Local Governmental Agency”):
Local Governmental Agency Legal Name:
Federal Tax Identification Number:
2. Authorized Persons. In accordance with the governance rules relating to the Local Governmental Agency, the following individuals (the “Authorized Person(s)”) are authorized, on behalf of the Local Governmental Agency, to execute and deliver to U.S. Bank National Association (“U.S. Bank”) and/or its affiliates the applicable contract(s), any applicable addenda and/or amendments thereto and any other documents or writings required by U.S. Bank (collectively, the “Documents”) for the purpose of establishing one (1) or more card programs, extending credit and providing related services to the Local Governmental Agency with U.S. Bank in the United States (collectively, the “Services”):
Name Title Signature
3. Execution Requirements. The governance rules relating to the Local Governmental Agency require the following number of Authorized Persons to sign the Documents for the Services (choose only one box):
One (1) Authorized Person
Two (2) Authorized Persons
4. Execution. By signing the Documents, each individual signing in his or her capacity as an authorized signing officer of the Local Governmental Agency and not in his or her personal capacity, certifies and warrants that (a) all action required by Local Governmental Agency’s organizational documents to authorize the signer(s) to act on behalf of the Local Governmental Agency in all actions taken under the Documents, including but not limited to, the authority to incur debt on behalf of the Local Governmental Agency, has been taken, (b) each signer is empowered in the name of and on behalf of the Local Governmental Agency to enter into all transactions and Services contemplated in the Documents, and (c) the signatures appearing on all supporting documents of authority are authentic.
5. Certification. I certify that I am the and I am acting in my official capacity as an authorized officer who has been given the authority by the Local Governmental Agency to certify that the Authorized Person(s) has/have the full power and authority under applicable law and the governance rules relating to the Local Governmental Agency to execute and deliver to U.S. Bank, on behalf of the Local Governmental Agency, and to bind the Local Governmental Agency under, the Documents for the purpose of establishing and extending the Services. I also certify that the name(s) and title(s) of the Authorized Person(s) set forth above are correct and that the signature appearing beside each name is a true and genuine specimen of his/her signature.
⇑ Printed Name of the of the Local Governmental Agency⇑ (Cannot be an Authorized Person listed in Section 2) ⇑ Signature of the of the Local Governmental Agency⇑ Date I certify that I am an officer of the Local Governmental Agency, and as such, I certify that the above-named is acting in such capacity on behalf of the Local Governmental Agency, the signature below is my genuine signature and the signature above is the genuine signature of such .
⇑ Printed Name & Title of Individual Signing Below ⇑ (Cannot be an Authorized Person listed in Section 2) ⇑ Signature ⇑ Attested by One (1) Other Individual of the Local Governmental Agency Date 514
515
516
517
518
519
520
ClearGov BCM Service Agreement
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 1 of 4 This ClearGov BCM Service Agreement (the “Agreement”) is made and entered into by and between ClearGov, Inc. (“ClearGov”), a Delaware corporation with its principal offices at 2 Mill & Main; Suite 630, Maynard, MA 01754 and Customer (as defined in the applicable ClearGov Service Order) (each a “Party” and collectively the “Parties”). This Agreement governs the terms and conditions under which Customer may utilize the ClearGov Service as set forth herein and as specified in one or more applicable ClearGov Service Order(s) executed by Customer in connection herewith and incorporated herein (the “ClearGov Service Order(s)”). In event of any conflict between the terms set forth in this Agreement and any terms or conditions of any applicable ClearGov Service Order, the terms of the applicable ClearGov Service Order shall prevail.
WHEREAS ClearGov owns and operates the ClearGov Service, a Webbased SaaS solution that includes a variety of ClearGov App(s) and provides various features and functionality via such ClearGov App(s); and
WHEREAS Customer wishes to utilize the ClearGov Service in order to convey fiscal budget, key metrics and other information to the public as well as to leverage the functionality of such ClearGov App(s); NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ClearGov and Customer hereby agree as follows:
1) Definitions. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the following meanings:
1.1) "Account" means an access point for the ClearGov Service that requires registration by the Customer.
1.2) “ClearGov API” means an application programming
interface that provides access to specified content and functionality within certain ClearGov Apps.
1.3) “ClearGov Apps” means collectively all of the Web
applications hosted by ClearGov and available via the
ClearGov Service, including but not limited to the applications listed in any applicable ClearGov Service Order. All features, functionality, reports, etc. for each ClearGov App are included as material elements of the applicable ClearGov App.
ClearGov may modify, combine, add or delete ClearGov Apps from the ClearGov Service from time to time at its sole discretion, provided that in the event that ClearGov
terminates or deletes any ClearGov App to which Customer is actively subscribing, ClearGov shall provide a pro-rata refund for the applicable portion of the Subscription Service Fee for the remainder of the then current Service Period.
1.4) “ClearGov Data” means any aggregated and normalized key metrics and benchmarking data collected by ClearGov for the delivery of the ClearGov Service.
1.5) “ClearGov Service” means the complete set of ClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Data, ClearGov Web Site, the
Documentation and the Software.
1.6) “ClearGov Web Site” means the Web site owned and
operated by ClearGov and made available at the following URL: http://www.ClearGov.com and/or any successor site(s).
1.7) “Customer PDF” means one or more PDF files of Customer’s digital documents created by Customer using the ClearGov Apps.
1.8) “Customer Data” means any data provided to ClearGov by or on behalf of Customer or any data entered or uploaded into the ClearGov Service by or on behalf of Customer,
including Sensitive Data entered or provided by Customer.
Customer Data specifically excludes ClearGov Data as well as any anonymized, customized, modified or derivative works related to the Customer Data.
1.9) “Customer State” means the state, commonwealth or
territory in which the Customer is located.
1.10) “Customer Web Site” means any Web site owned and
operated by Customer.
1.11) "Documentation" means any accompanying proprietary documentation made available to Customer by ClearGov for use with the ClearGov Service, including any documentation available online or otherwise.
1.12) “Sensitive Data: means any Customer Data that may reasonably be deemed sensitive and/or private in nature, including but not limited to personal wage garnishments, individual healthcare-related expenses, data protected by HIPAA, etc.
1.13) "Software" means the source code and/or other code which are material elements of the ClearGov Apps and ClearGov Service.
2) Service Usage & Licenses.
2.1) Account Password and Security. Customer shall protect its passwords and take full responsibility for Customer's own, as well as any third-party, use of the Customer Account(s).
Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any
activities performed by ClearGov as set forth herein. Customer agrees to notify ClearGov immediately upon learning of any unauthorized use of a Customer Account or any other breach of security. From time to time, ClearGov's support staff may log in to the Customer Account in order to maintain or
improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.
2.2) ClearGov License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable ClearGov Service Order(s), ClearGov grants Customer a
limited, revocable, non-exclusive, non-transferable, nondistributable, worldwide license to utilize the ClearGov Service for the following functionality:
a) Content Delivery. Customer may integrate, link and
publish applicable public-facing content from the
applicable ClearGov Apps within one or more Customer
Web Site(s);
b) Application Access. Customer may access the ClearGov Apps via Customer’s Account to utilize the functionality provided within such ClearGov Apps; and
c) API Access. Customer may access the ClearGov API to
distribute and display public-facing content from the
ClearGov Apps within one or more Customer Web Site(s).
3) Term and Termination.
3.1) Term. The duration of this Agreement shall be defined in accordance with the Term set forth in all applicable Service Order(s). The Term shall commence upon the Start Date set forth in the first ClearGov Service Order executed between the Parties and shall continue in full force and effect until the termination or expiration of all applicable ClearGov Service Order(s) (the “Term”).
3.2) Termination. This Agreement and/or any applicable ClearGov Service Order may be terminated prior to the expiration of the term as follows:
a) Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement
within fifteen (15) days after receipt of written notice 521
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 2 of 4 thereof.
b) Either Party may terminate this Agreement if the other Party is involved in insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of creditors.
3.3) Obligations. Upon expiration or termination of this Agreement:
a) Each Party shall promptly return to the other all of the Confidential Information of the other Party in its
possession or control;
b) Customer shall cease use of the ClearGov Service and shall remove all links from the Customer Web Site(s) to any content provided by the ClearGov Apps, provided that Customer may continue to provide access to any
Customer PDF(s). Customer shall be solely responsible for hosting and delivering such Customer PDF(s) as well as
any ongoing costs for doing so; and
c) Any outstanding fees shall become immediately due and payable, and termination of this Agreement shall not
relieve Customer from its obligation to pay to ClearGov any such fees.
3.4) Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall survive any termination or expiration of this Agreement. 4) Fees and Billing.
4.1) Fees. Customer shall pay the Fees in accordance with the terms set forth in the applicable ClearGov Service Order.
4.2) Interest and Collections. Customer will be charged $50 for payments by checks that are returned due to insufficient funds. Any late payments will accrue interest equal to one and one-half percent (1.5%) per month, or the maximum
amount allowable under law, whichever is less, compounded monthly. ClearGov shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, inhouse counsel costs, expenses and costs) incurred in attempting to collect payment from Customer.
4.3) Taxes. Customer is solely responsible for all applicable sales, use and other taxes and similar charges based on or arising from this Agreement or any ClearGov Service Order. In the event that Customer is exempt from sales tax, Customer will provide ClearGov with a tax-exempt certificate upon request. 5) Intellectual Property.
5.1) General. Both Parties may only use the other Party’s intellectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownership rights in any preexisting or future works, trademarks, copyrights or technologies
developed or created by either Party, including without limitation, their respective proprietary software used in connection with the development and provision of their
respective Web sites, databases, systems, products and/or services. Unless specifically agreed by the Parties in writing, all intellectual property, including without limitation information that could become the subject of a patent,
copyright or trade secret, developed by a Party in the context of performing its obligations under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute
documents confirming such ownership.
5.2) Data Ownership and License.
a) Customer represents and warrants that it has obtained all data subjects’ consent or otherwise has the full legal right necessary to provide the Customer Data to ClearGov for
ClearGov’s use as contemplated by this Agreement.
Customer acknowledges that ClearGov shall have no legal liability for its use and/or the display of the Customer Data as contemplated by this Agreement.
b) Customer represents and warrants that Customer shall not provide or enter Sensitive Data to be displayed in any publicly available element of the ClearGov Service. To the extent that Customer enters or uploads any Sensitive Data into the ClearGov Service, Customer shall assume full
responsibility for the disclosure of such Sensitive Data.
ClearGov is under no obligation to review and/or verify whether or not Customer Data includes Sensitive Data.
c) Customer Data shall remain the property of Customer, and Customer hereby grants ClearGov a limited,
perpetual, irrevocable and royalty-free right to use, copy, modify, and display the Customer Data within any
ClearGov App(s) and for the purpose of providing the
ClearGov Service.
5.3) Proprietary Rights Notice. The ClearGov Service and all intellectual property rights in the ClearGov Service are, and shall remain, the property of ClearGov. All rights in and to the ClearGov Service not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by ClearGov without restriction, including, without limitation, ClearGov's right to sole ownership of the ClearGov API, ClearGov Apps, ClearGov Data, ClearGov Web Site,
Documentation and Software. Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the ClearGov Service outside of the scope of the license granted herein or make the ClearGov Service available to any third party or use the ClearGov Service on a service bureau time sharing basis; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ClearGov Service or otherwise attempt to discover or reconstruct any source code,
underlying ideas, algorithms, file formats, program interfaces or other trade secrets related to the ClearGov Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov Service for any purpose without the express written consent of ClearGov; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyrights or other proprietary rights associated with
ClearGov other than in the name of ClearGov; or (e) modify, remove, obscure, or alter any notice of copyright, trademark, or other proprietary right or legend appearing in or on any item included with the ClearGov Service. If the use of the ClearGov Service is being purchased by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the ClearGov Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the ClearGov Service, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
6) Representations, Warranties, Indemnification and Liability.
6.1) By ClearGov. ClearGov represents and warrants that: (i) the ClearGov Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulations; and (ii) by using the ClearGov Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to ClearGov’s knowledge, the ClearGov Service does not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; and (iv) 522
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 3 of 4 ClearGov holds all necessary rights to permit the use of the ClearGov Service and all components thereof provided to Customer under this Agreement.
6.2) By Customer. Customer represents and warrants that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the ClearGov Service; and (ii) it shall not use the ClearGov Service in a manner or in connection with any activity that would violate this Agreement or any law, rule or regulation or rights of any third party.
6.3) By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts.
6.4) Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer
against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the
settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the written consent of Customer, such consent not to be
unreasonably withheld.
6.5) Limited Warranty. ClearGov warrants that the ClearGov Service will be delivered in a professional and workmanlike manner substantially in accordance with the statement of work set forth in the applicable ClearGov Service Order and that the ClearGov Service will operate in all material respects as described in its product descriptions and/or documentation.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS
AGREEMENT, INCLUDING ANY APPLICABLE CLEARGOV
SERVICE ORDER, CLEARGOV MAKES NO ADDITIONAL
WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NON-INFRINGEMENT,
GUARANTEES, REPRESENTATIONS, PROMISES,
STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER
INDUCEMENTS.
6.6) Limitation of Liability. NEITHER CLEARGOV NOR CUSTOMER
WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL
DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY,
OR OTHER TORT, BREACH OF ANY STATUTORY DUTY,
INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS
PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF
THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING
SENTENCE. BOTH PARTIES’ TOTAL CUMULATIVE LIABILITY
TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES
RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER
TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS.
THE FOREGOING SHALL NOT LIMIT A PARTY'S (A) PAYMENT
OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY FOR
INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.4; (C)
LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS UNDER SECTION 7; (D) LIABILITY FOR ANY
BREACH OF ITS REPRESENTATIONS, WARRANTIES, OR
OBLIGATIONS UNDER SECTION 5.2; OR (E) LIABILITY FOR
ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY
PROPRIETARY RIGHTS OF THE OTHER PARTY. NOTHING IN
THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR
LIMITING A PARTY’S LIABILITY FOR FRAUD OR ITS
LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM
ITS NEGLIGENCE.
6.7) Essential Element. The provisions of this Section 6 are an essential element of the benefit of the consideration reflected in this Agreement.
7) Confidentiality.
7.1) Subject to any applicable open public records laws in the Customer State, each Party will keep the specific terms of this Agreement confidential, including the contents of the
schedules and exhibits, and not disclose any portion of them to any third party (other than to its attorneys, accountants, advisors and potential investors who are bound to keep such information confidential) without the other Party’s prior written consent, except as required by law, including but not limited to open public record laws.
7.2) In addition, in connection with the negotiation and performance of this Agreement, a Party (the “Receiving
Party”) may receive information from the other Party (the “Disclosing Party”) which is confidential or proprietary in nature, including without limitation information about a Party’s products, systems and services (“Confidential
Information”). The Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will keep the Confidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to protect its own Confidential Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. The Receiving Party also agrees that it will not use any
Confidential Information for any purpose other than in
connection with the performance of its obligations under this Agreement.
7.3) The term “Confidential Information” shall not include information which A) is or becomes generally available to the public without breach of this Agreement, B) is in the
possession of the Receiving Party prior to its disclosure by the Disclosing Party, C) becomes available from a third party not in breach of any obligations of confidentiality, D) is
independently developed by the Receiving Party, or E) is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order, including but not limited to open public record laws.
7.4) The Parties recognize that the disclosure or use of a Disclosing Party’s Confidential Information by the Receiving Party in violation of the provisions of this Section 7 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent 523
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 4 of 4 injunctive relief without the necessity of posting a bond. 8) Miscellaneous.
8.1) General. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to implement the
intent of the Parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between ClearGov and Customer is one of independent
contractors, not partnership, joint venture or agency. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties hereto. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act shall not apply to this
Agreement. The Software is controlled by U.S. Export
Regulations, and it may not be exported to or used by
embargoed countries or individuals.
8.2) Entire Agreement. This Agreement and the accompanying ClearGov Service Order(s), together, constitute a valid and binding agreement between the Parties and are intended to be the Parties’ complete, integrated expression of the terms of their agreement with respect to the ClearGov Service, and any prior agreements or understandings with respect to such subject matter are superseded hereby and fully merged
herein.
8.3) Assignment. Neither Party will assign this Agreement in whole or in part to any third party without the prior written consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidation or other corporate
reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.
8.4) Marketing Materials. Customer agrees that ClearGov may utilize Customer’s name solely to identify it as a ClearGov Customer on the ClearGov Web site, in client lists and other marketing materials. Any other uses of Customer’s name
and/or logo (other than as included in the content and/or other items furnished to ClearGov by Customer) shall require Customer’s prior written consent.
8.5) Insurance. ClearGov shall maintain commercial general liability insurance, cybersecurity insurance, product liability insurance and auto liability insurance in amounts that are consistent with industry standards. ClearGov shall maintain Worker’s Compensation insurance as required by law.
8.6) No Boycott of Israel. ClearGov hereby certifies that ClearGov is not currently engaged in and shall not, for the duration of the Term of this Agreement, engage in a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel.
8.7) Jurisdiction. This Agreement shall be governed by the applicable laws in the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by arbitration in the Customer State before a panel of three arbitrators. Such arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and
Procedures. Judgment on an award, if any, may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties
acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1- 16).
8.8) Modification. ClearGov shall have the right to modify this Agreement at any time by posting revised terms and
conditions at the following URL:
http://www.ClearGov.com/terms-and-conditions. Changes will be binding on the date they are posted. Continued use of the ClearGov Service will be considered acceptance by Customer of the then current Agreement.
8.9) Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence.
8.10) Notices. All notices, requests, or other communications between the Parties that are required or permitted hereunder will be in writing and will be given by: (a) delivery in person or by prepaid courier service with a nationally recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, or (d) email to the address and/or fax number set forth in the applicable ClearGov Service Order. A Party may change the street or email address or fax number to which notice is to be sent by giving written notice of such change. Notices will be deemed given when received as evidenced by
verification from the courier company, the mail or
confirmation of email receipt or fax confirmation.
8.11) Titles & Subtitles. The titles and subtitles in this Agreement are used for convenience only and are not to be considered in construing it.
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