Effective 7/18/2021
VIII. Closing Your Account............................................................................................................................................21 IX. Other Legal Terms...................................................................................................................................................21 A. Rules Governing Your Account........................................................................................................................................ 21 B. General Liability................................................................................................................................................................. 21 C. Restricting Your Account; Blocking or Delaying Transactions..................................................................................... 21 D. Changes to the Agreement.............................................................................................................................................. 22 E. Our Responsibility to Obtain Personal Information ..................................................................................................... 22 F. Prohibited Activities and Tax Reporting.......................................................................................................................... 22 G. Death or Incompetence of Account Owner or Sole Signer.......................................................................................... 22 H. Adverse Claims .................................................................................................................................................................. 22 I. Authorization to Share Information................................................................................................................................. 23 J. Disputing Information Reported to a Consumer Reporting Agency........................................................................... 23 K. Legal Process and Requests for Information ................................................................................................................ 23 L. Abandoned Property ........................................................................................................................................................ 23 M. English Language — Other Language Preferences...................................................................................................... 23 N. Referrals ............................................................................................................................................................................. 23 O. Special Provisions for Pass-Through Accounts ............................................................................................................. 23 P. Sub-accounts ...................................................................................................................................................................... 23 Q. Permitted Time for Filing a Lawsuit................................................................................................................................ 24 R. Location of Legal Proceedings......................................................................................................................................... 24 S. Pre-judgment Interest Rate.............................................................................................................................................. 24 T. Assignment of Agreement and Successors.................................................................................................................... 24 U. No Waiver ........................................................................................................................................................................... 24 X. Arbitration; Resolving Disputes .............................................................................................................................24 Privacy Notice
DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
Deposit Account Agreement
This agreement is the contract that governs your account.
Whether you have a personal or business deposit account, this document is the basic agreement between you and us (JPMorgan Chase Bank, N.A. or “Chase”). By signing a signature card or submitting an account application, or by using any of our deposit account services, you and anyone else identified as an owner of the account agree to the terms in this agreement. Customers of some of our business groups, such as Corporate Banking, will get a different agreement and their accounts will be governed by that agreement, not this one. If you have a product that is not a deposit account, such as a prepaid card or credit card, this agreement does not apply to that product. Also, other products or services, such as online banking or retirement accounts, may have additional agreements. A more specific agreement takes precedence over this one.
This agreement also refers to and includes other disclosures we may provide to you, including (1) product information, (2) rate information, (3) banking services and fees, and (4) other disclosures, agreements, and amendments that we may provide to you. All may contain information on fees that apply to your accounts. Products and services as well as associated fees, charges, interest rates and balance requirements may differ among different geographic locations. Not all products and services, including check cashing, are offered at all locations.
I. Definitions
Here are some important terms that we use throughout this agreement:
Account: Any deposit account, such as a checking or savings account, you have with us that is covered by this agreement.
ACH (Automated Clearing House): ACH, which may also be referred to as automatic payments, are funds transferred to or from your account through an automated clearing house network. Common examples include direct deposits of payroll, pension or government benefits such as Social Security.
ATM (Automated Teller Machine): An electronic device that performs many banking services, which can include withdrawals and balance inquiries.
Available balance: The amount of money in your account that you can use right now. You can find this balance on receipts you receive at ATMs, from a banker at a branch, on chase.com or Chase Mobile.
Business day: Every day except Saturdays, Sundays and federal holidays. Some branches may close on a business day due to an emergency or to observe a state holiday.
Check: A written order to pay a specific amount of money drawn on, payable through, payable at or processed by a bank or other depository institution. If a check is sent or returned as an electronic image or as a substitute check, it is still considered a check.
Debit card transaction: Any purchase or bill payment using your debit card. A debit card transaction may be either an everyday (not recurring) purchase transaction or a recurring payment, such as a monthly bill.
Direct deposit: An automatic electronic deposit made through the ACH network to your account by someone else, such as an employer issuing payroll or a government paying benefits.
Item: Any check, ACH, funds transfer, online banking transaction, wire transfer, teller cash withdrawal, ATM withdrawal, debit card purchase, fee, charge or other instruction for an amount to be added to or subtracted from your balance.
Overdraft: The amount by which any item(s) presented on your account on a business day exceeds the available balance.
Overdrawn: When your account has a negative balance.
PIN: A four-digit personal identification number that you either select or request from us for your debit or ATM card. Some merchants and all ATMs require a PIN when you use a debit card.
Present balance: The total amount of money recorded in your account, including funds not yet available for you to use. This includes pending transactions, authorization holds that are not yet posted or deposits that have not yet been made available. You can find this balance on receipts you receive at ATMs, from a banker at a branch, on chase.com or Chase Mobile.
II. Opening Your Account
A. Personal Accounts
THE TYPE OF ACCOUNT OWNERSHIP MAY DETERMINE HOW YOUR FUNDS ARE PAID IF YOU DIE, EVEN IF YOUR WILL STATES OTHERWISE. PLEASE CONSULT YOUR ESTATE PLANNING ADVISOR OR ATTORNEY ABOUT YOUR CHOICES.
If your account is a type listed under “Personal Accounts” in our product information, you agree not to use it for business purposes. Ownership of your account is determined by the most current signature card. However, we are authorized to rely on the account ownership information contained in our deposit system unless we are notified that the most current signature card and the deposit system contain different information.
1. Solely owned account
When only one individual is listed as the owner of an account, we will treat the account as a solely owned account.
2. Joint accounts
When two or more people are listed as owners of a personal account, the account is a “joint account” and each owner is a “joint owner.” Each joint owner has complete control over all of the funds in the account.
If your joint account becomes overdrawn, each joint owner is liable for the full amount the account is overdrawn, regardless of who initiated or benefited from the item(s) that caused the overdraft.
If one joint owner requests that we not pay items authorized by a different joint owner, we may block the account, but we are not required to do so. That means we will refuse to pay all items, including items authorized by the owner making the request. If we block the account, we may not release the block unless all joint owners agree Return to Table of Contents Page 662 of 854
DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
in writing to remove it. No request to block the account will affect items that we paid before the request. If we decide not to block the account, all joint owners remain responsible for items subtracted from the account.
Any joint owner may close the account without the consent from any other joint owners. We may choose whether or not to act upon other instructions of any joint owners, including adding another owner to the account, without the authorization of the other joint owners. We may also pay all or any part of the funds in the joint account to a court or government agency if we receive a garnishment, levy or similar legal process that identifies any of the joint owners.
Joint account with rights of survivorship
If a joint account has rights of survivorship, and one joint owner dies, the account ownership will be transferred to the surviving joint owners. The estate of the deceased owner will have no rights to the account. If there is more than one surviving joint owner, the account will continue as a joint account with rights of survivorship among the remaining owners. If an account is designated “JAWROS” or “JTWROS,” it has rights of survivorship.
Joint account with no right of survivorship (also called “tenants in common”) If a joint account does not have rights of survivorship, and one joint owner dies, that owner’s interest passes to the owner’s estate. Either the surviving joint owners or the deceased owner’s estate may withdraw the funds at any time, and we have no responsibility for determining the respective interests of the owners. If an account is designated “Tenants in common” or “JTIC,” it does not have rights of survivorship.
When survivorship rights apply
Except as otherwise stated in this paragraph, a joint account has rights of survivorship unless you clearly indicate on the signature card and in the account title that the account is created without these rights. Accounts in Louisiana do not have rights of survivorship. Accounts in Texas do not have rights of survivorship unless you clearly indicate on the signature card and in the account title that the account is created with these rights.
If a joint account also contains a “payable on death” or “in trust for” designation, the account always includes a right of survivorship and is payable to the beneficiary only upon the death of the last surviving owner, except as stated in the paragraph below.
Marital account (Wisconsin only)
If one owner of a marital account dies, the survivor is entitled to 50% of the account funds and the estate of the deceased is entitled to the other 50%. If a marital account contains a payable on death designation, the POD beneficiary is entitled to the deceased spouse’s 50% share. However, we have no responsibility to determine the respective interests of the owner and the POD beneficiary.
Tenants by the entirety (Florida only)
A Florida joint account owned solely by two spouses is a “tenants by the entirety” account unless the signature card indicates otherwise. We are not required to determine whether an account is a tenants by the entirety account before responding to a garnishment or other legal process. We may assert our right of setoff or security interest in a tenants by the entirety account in order to collect debts of either owner.
3. “Payable on death” account
If you establish your account payable on death to one or more beneficiaries, the account is a “POD” account. If we receive proof you’ve died, we will pay the balance of the account to the beneficiary or beneficiaries you designated. Multiple beneficiaries will be paid in equal shares unless the signature card provides otherwise. We do not offer POD accounts in all states.
4. “In trust for” (informal trust) account
If you establish your account as in trust for (“ITF”) or as trustee for one or more beneficiaries without presenting formal trust documents, we may treat the account as an “ITF” account. If we receive proof you’ve died, we will pay the balance of the account to the beneficiary or beneficiaries you designated. Multiple beneficiaries will be paid in equal shares unless the signature card provides otherwise. We do not offer ITF accounts in all states.
5. Convenience account
If you have a convenience account, you are its sole owner, but you authorize an additional signer to write checks or authorize other items. You are solely responsible for the actions of the additional signer (legacy accounts only).
6. Power of attorney
A power of attorney is a document you sign that authorizes someone else, called the agent, to act on your behalf. If you sign a power of attorney, the agent can sign on your behalf and do anything you could do regarding the account, including withdrawing or spending all of the money in the account. Do not sign a power of attorney unless you trust the agent to act in your best interest. If you choose to add an agent, you must provide a power of attorney form that we agree to accept. We may rely on a copy of an original power of attorney. We are not required to investigate the facts relating to any power of attorney provided to us on your behalf, including whether your signature on the power of attorney is authentic or whether the agent continues to have authority. We may follow or refuse to follow the agent’s instructions at any time, including if we suspect fraud or abuse on your account, unless state law requires otherwise. We may also refuse an agent’s request to become a joint owner or a beneficiary of an account, but we have no liability to anyone if we do so. We have no liability when we follow or refuse to follow any instructions from an agent, for example, if your agent misuses the authority you have given them. An agent’s power of attorney on an account is terminated when the account owner dies.
7. Uniform Transfers to Minors Act/Uniform Gifts to Minors Act account If you are the custodian or successor custodian of an account under a state’s Uniform Transfers/Gifts to Minors Act, you cannot pledge the account as collateral for a personal loan to you, or cash checks against it. You must transfer the funds in the account to the minor when the minor reaches the age of majority under the UTMA/ UGMA law for the state where the UTMA was established. At our sole discretion we may limit transactions on the account if you fail to transfer funds to the beneficiary as required by applicable law. You agree that it is your responsibility as custodian to consult your own legal or tax advisor about the governing state law.
8. Representative payee/VA custodian account
If you open an account as a “representative payee” for someone who receives Social Security payments, or as a legal custodian, spouse payee or other custodian for someone who receives Veterans Administration payments, you agree not to permit any deposits to the account other than the designated payments. We are not required to determine whether you deposit other funds or whether any withdrawals or transfers from the account are for the support of the person for whose benefit the funds are paid. This person is called the beneficiary. If the beneficiary dies, you must promptly notify us and stop all further deposits to and withdrawals from the Return to Table of Contents Page 663 of 854
DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
account. If the government demands that we return deposits made after the beneficiary’s death and the account does not have enough funds to pay the demand, we may take the funds from any account you or the beneficiary owns.
9. Other fiduciary accounts
If you open an estate account, trust account, guardianship or conservatorship account, or other similar type of account, we reserve the right to require any documents we reasonably request to satisfy us that you are authorized to open and use the account, including withdrawing the funds. We do not have to permit any withdrawal from the account until we receive all requested documents. We have no fiduciary duties to you as the trustee, executor, guardian or conservator, or to the beneficial owners of the account.
B. Business Accounts
If your account is a type listed under “Business Accounts” in our product information, you agree not to use it for personal purposes.
If our records list a business organization as the owner of an account, the account is payable to the business organization and not to any individual director, shareholder, member or partner. “Business organization” means a corporation, unincorporated association, limited liability company, partnership, or any other business, government or non-profit organization. We may rely on the accuracy and completeness of all resolutions, signature cards and other documents you deliver to us in connection with the account. If they state that a person is authorized to sign checks or otherwise initiate transactions on your account, that person is called a signer.
If the account owner is a sole proprietorship, that means that one person conducts the business as his or her own property, instead of through a business organization.
A sole proprietor may also designate signers by appropriate documents. We may in some states allow a married couple to open an account as a sole proprietorship.
If you change your form of ownership or authorized signers, you must notify us when the change occurs.
A signer is authorized to endorse checks payable to the business. Endorsements “for deposit” may be written or stamped. A signer is also authorized to sign checks drawn on your account. We are authorized to pay checks without asking how the checks were issued or how the proceeds will be used, even if the check is payable to the person who signed the check.
A signer is authorized to instruct us to close accounts or do anything else involving any account, and to sign any agreements or documents relating to accounts or other business.
We may, although we are not required to, cash checks payable to or accept “less cash” deposits from a business organization.
If you open an attorney trust account, including an IOLTA or similar account, you authorize us to notify the appropriate state agency if the account is overdrawn or checks are dishonored, if the applicable state requires notice of those events.
III. Using Your Checking or Savings Account
A. Adding Money to Your Account
1. Direct deposits; notice of electronic deposits
When we receive an electronic deposit to your account, the only notice you will receive from us is on your next statement. You may visit chase.com or Chase Mobile® and use Account Alerts, or call us to confirm that we have received a deposit.
If the bank that sent an electronic deposit to your account tells us it was a mistake, or was intended for another customer or account, we may deduct the amount from your balance without investigating.
2. Endorsements
An endorsement is a signature, stamp or other mark made on a check to transfer the check to another person. If a check you deposited doesn’t have your endorsement, we may endorse it for you or treat the check as if we had endorsed it. Either way, the effect will be as if you had endorsed the check. Also, any deposited check that appears to contain your stamped or facsimile endorsement will be treated as if you had actually endorsed it. We are not bound by any conditional or restrictive endorsements on a check you cash or deposit, or by any endorsement “without recourse.”
3. Endorsement requirements
To help ensure that checks you deposit or cash will be processed timely, your endorsement (and any other endorsement supplied by a co-payee) must be in the 1½ inch area that starts on the right side as viewed from the back. Payee or customer information must not be on any other part of the back of the check.
If you don’t endorse your check properly and it causes us a loss, cost or expense, you have to pay that amount to us.
4. Our right to refuse deposits
We may refuse a deposit, or part of a deposit, at any time. We also may refuse a deposit after initially accepting it. We can reverse any amount we have added to your balance for a deposited check and send the check on a collection basis even after we have taken physical possession of the check. We will not be liable to you for refusing a deposit, even if it causes us to decline any transactions you have already made. If we refuse a deposit, we may take a check on a “collection basis,” which means we will not add funds to your balance until we have actually been paid for the check.
5. Our right to charge back deposited or cashed items
If you deposit or cash a check or other item and (1) the paying bank returns it to us unpaid; (2) the paying bank or the issuer of a check demands that we repay them because the check was altered, forged or unauthorized, is missing a signature or endorsement, or has a forged endorsement; or (3) the sending bank or the originator of an item demands that we return the item because it was unauthorized, sent to the wrong account number or procured by fraud, we may pay the return or demand, and subtract the funds from your balance in other accounts for which you are an owner, or charge part of the item to each, even if you have already withdrawn the funds. If we have reason to believe that any of the events in the previous sentence has occurred or may occur or that the check or other item should not have been paid or may not be paid for any other reason, we may place a hold on the funds or move them to a non-customer account until we determine who is entitled to them. If a deposited or cashed item is returned, we will charge you a Deposited Item Returned Fee or a Cashed Check Returned Fee. Refer to the Fee Schedule for specific fee information.
6. Transaction records and receipts
We may rely on the account number on any deposit slip, payment instruction, or similar record we receive, even if that account number is associated with a name that’s different from the name you’ve provided. It’s not our responsibility to detect any inconsistency between the account number you provide and the name.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
If you make a deposit, we may provide a receipt, but the amount on your deposit receipt is based entirely on the deposit slip you complete. We may confirm the funds you deposit and, after review, may adjust your account for any errors including any errors on your deposit slip.
We are permitted to adjust (debit or credit) your account, and we may notify you, if we:
• Determine a discrepancy exists between the declared and the actual amount of the funds in your account, or •Misdirected a transaction to or from your account or made a transaction that we reasonably believe to be in error.
If we give you a receipt for a CD that you decide not to open or we give you a receipt for a deposit that you then cancel, the receipt is void and you may not claim those funds.
7. Night depository and large cash deposits
Any of our employees may open and count any deposit that a branch banker didn’t count in front of you, including night depository deposits and large cash deposits, and you agree not to dispute that employee’s determination of the amount you deposited.
If you use our night depository, you are responsible for any disappearance, theft or loss of any envelope, bag or money before we issue a written receipt for the deposit.
8. Our responsibility for collecting deposits
If you deposit or cash a check, or we send one for collection, we act only on your behalf. Our only responsibility is to exercise reasonable care. We will not be liable for the lack of care of any bank or third party we use to collect checks, or for checks lost during shipping. We may send checks to any bank or to the entity on which the check was written in our customary manner. We may have agreements with other banks regarding times and methods for collecting or returning items.
If we lose a check, you agree to use reasonable efforts to help us locate or replace it.
Although we attempt to identify and prevent fraudulent transactions, we have no duty to you to determine whether any check you deposit or cash is forged, counterfeit, altered, improperly endorsed or otherwise improper.
9. Depositing remotely created checks
A remotely created check is created by the payee and not signed by the account owner. It states that the account owner authorized the check. If you deposit a remotely created check, you guarantee it was authorized by the account owner for payment in the amount it shows.
B. Posting Order and Processing
1. Posting order
Posting order is the order in which we apply deposits and withdrawals to your account. We provide you with visibility into how transactions are posted and in what order to help you better manage your account.
When we transition from one business day to the next business day we post transactions to and from your account during our nightly processing. The order in which we generally post items during nightly processing for each business day is:
•First, we make any previous day adjustments, and add deposits to your account. •Second, we subtract transactions in chronological order by using the date and time of when the transaction was authorized or shown as pending. This includes ATM and Chase banker withdrawals, transfers and payments; automatic payments; chase.com or Chase Mobile online transactions; checks drawn on your account; debit card transactions; wire transfers; and real time payments. If multiple transactions have the same date and time, then they are posted in high to low dollar order. °There are some instances where we do not have the time of the transaction therefore we post at the end of the day the transaction occurred:
• We are unable to show the transaction as pending; or
• We don’t receive an authorization request from the merchant but the transaction is presented for payment. •Third, there are some transactions that we cannot process automatically or until we’ve completed posting of your chronological transactions. This includes Overdraft Protection transfers or transfers to maintain target balances in other accounts. We subtract these remaining items in high to low dollar order. •Finally, fees are assessed last.
If you review your account during the day, you will see that we show some transactions as “pending.” For details, refer to the section “Pending” transactions. These transactions impact your available balance, but have not yet posted to your account and do not guarantee that we will pay these transactions to your account if you have a negative balance at that time. We may still return a transaction unpaid if your balance has insufficient funds during that business day’s nightly processing, even if it had been displayed as a “pending” transaction on a positive balance during the day. If a transaction that you made or authorized does not display as “pending,” you are still responsible for it and it may still be posted against your account during nightly processing.
2. “Pending” transactions
Throughout the day we post debits and credits to your account that may appear as “pending” when we become aware of the transaction. The following are the most common types of debit transactions that may appear as “pending” and reduce your available balance by the amount of the transaction:
-ATM and Chase Banker Withdrawals, Transfers and Payments -Automatic Payments
- Chase.com or Chase Mobile Online Transactions
- Checks Drawn on Your Account
- Debit Card Transactions
- Wire Transfers
ATM and Chase Banker Withdrawals, Transfers and Payments: For payments or cash withdrawals, we will apply the transactions and update your available balance as soon as the transaction is complete.
Automatic Payments (ACH transactions): We will generally apply transactions against your available balance as pending at the start of the business day of the effective date of the payment. These transactions will be applied in the order we receive them. If you initiate ACH transactions on the same day as the effective date, we will apply them in the order we receive them from the merchant.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
Chase.com or Chase Mobile Online Transactions: For any payment or transfer, once you approve the transaction, we’ll apply it to your account. For recurring or future dated payments, it is applied on the effective “send on” date.
Checks Drawn on Your Account: When cashed or deposited at a Chase ATM, branch, or online will be pending on your account at the time the item was cashed or deposited. Checks that are deposited at other banks will show as pending throughout the day as the other banks submit the item to us for payment. If the amount of the check identified in the notice exceeds your balance at the time we receive the notice, we may notify the other bank of that fact.
Debit Card Transactions: For more information on debit card transactions refer to the section Important Information and Agreements About Your Card.
Wire Transfers: Once we’ve begun processing the wire transfer and completed all of our internal reviews, we will apply the transaction to your account and update your available balance on the transfer’s effective date.
While we make every effort to place transactions in a pending status on your account during the day, transactions may be unable to be displayed as pending before they are posted to your account. How these items are posted when they are completed and no longer display as pending is based on the posting order. Fees are applied against the account based on how items are posted. For details, refer to the section Posting Order.
C. Overdrafts, Fees and Overdraft Protection
1. Paying items presented against insufficient funds
We may pay or decline to pay any item when it is presented if your available balance is less than the amount of that item plus all other items received but not yet paid.
We will decline any requested ATM withdrawal unless your available balance at the time is equal to or more than the amount of the requested withdrawal. We look at your available balance only once when the item is presented (or represented such as a check or ACH) to us to decide if you have enough funds to pay the item.
Even if we’ve paid overdraft items before, we are not required to do it in the future. Special rules for everyday debit card transactions, overdraft and fees for these transactions, are described in the Electronic Funds Transfer Service Terms. Withdrawals and debits at ATMs or with merchants may be subject to additional limitation described in the Additional Banking Services and Fees.
2. Your responsibility to repay overdrafts
You must immediately pay the amount of any overdraft along with any fees that apply. We may report you to consumer reporting agencies, close your account, or both.
This could affect your ability to open accounts with us or other banks in the future. For certain business accounts, if you don’t immediately pay the amount of overdraft, you may also be charged additional fees or interest during nightly processing.
You authorize us to use the money from any subsequent deposits to your account (including but not limited to a direct deposit of Social Security or any other state or federal benefit payment) to pay any overdraft and resulting fees in that account. The repayment of any overdraft or resulting fee from any other account is outlined in the section Setoff and Security Interest. For deposits you have authorized, you understand and agree that if you don’t want your benefits applied in this way, you may change your direct deposit instructions at any time with the person or organization paying the benefits.
You agree to pay all costs and expenses we incur in collecting any overdraft. We may still pursue collection of the amount you owe (including suing you) after it is charged off.
It’s your responsibility to avoid overdrawing your account.
3. Insufficient Funds and Returned Item fees
We will charge a fee during nightly processing for any item presented on a business day when your account is overdrawn, whether or not we pay the item. If we pay it, we will charge an Insufficient Funds Fee. If we return it, we will charge a Returned Item Fee (even if we later decide to pay that item after we had initially decided to return it). Special rules for everyday debit card transactions are described in the Electronic Funds Transfer Service Terms.
Refer to your product information and Fee Schedule for information about what fees apply and how fees are calculated for your account. We may limit the number of Returned Item and Insufficient Funds fees we charge for a business day. For business accounts, we may charge interest on any amount you are overdrawn that you haven’t repaid promptly.
4. Overdraft Protection
Overdraft Protection allows you to link one of your accounts as your backup account to your checking account to help pay an overdraft. If your checking account does not have enough money, we will use the available funds from your backup account to authorize or pay transactions.
Establishing or Canceling Overdraft Protection: Any owner of both a qualifying checking account and the backup account may enroll in Overdraft Protection without the consent of other owners and both accounts must share at least one owner to maintain Overdraft Protection. Any owner of the checking account or the backup account may cancel Overdraft Protection (by terminating the service or closing the account) without the consent of other owners. A backup account can provide Overdraft Protection for more than one checking account, but a checking account can have only one backup account. A personal checking account may be linked to a Chase personal savings account; and a business checking account may be linked to a Chase business savings account or a business line of credit in good standing.
We may cancel your Overdraft Protection service at any time. Your request to add or cancel Overdraft Protection will become effective within a reasonable time after approval.
Transfers: We will make one Overdraft Protection transfer per business day that will appear on your statement for both accounts. If you have enough available funds in your backup account, we will automatically transfer enough to bring your checking account balance to zero. If you do not have enough available funds in your backup account to bring your checking account balance to zero, but you have enough available funds to pay one or more transactions and/or your previous day’s negative balance, we will transfer that amount. If the amount transferred does not bring your checking account balance to zero, your checking account will become overdrawn and you may be charged Insufficient Funds or Returned Item fees. If we authorize your transaction, we will leave the funds in your backup account until we pay the transaction, which may take several days. However, if you use those funds before the transaction is paid there will not be available funds to make the transfer and your checking account may become overdrawn and charged an Insufficient Funds Fee. The available balance for a savings account is determined at the time that we authorize a transaction or at the end of business day processing. The available balance for a business line of credit is determined at the end of the previous business day processing. We are not required to notify you if funds from the backup account cannot be transferred for Overdraft Protection (for example if the account is dormant, purged, restricted or not in good standing). Refer to the section Restricting Your Account; Blocking or Delaying Transactions for additional information.
Overdraft Protection transfers may result in Savings Withdrawal Limit Fees. See theSavings Withdrawal Limit Fee section for more information.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
D. Electronic Funds Transfer Service Terms; Payments, Deposits and Transfers You Make or Receive by Electronic Methods
We provide a variety of electronic funds transfer (EFT) services for deposit accounts. These include payments, deposits and transfers that you make or receive by electronic methods, such as with your card, telephone, or chase.com.
1. Types of EFT services
a. Debit and ATM cards
As a condition of opening certain accounts, you agree that we may automatically issue you a Chase debit or ATM card. However, activating your card is not required to keep your account open. We may deactivate any temporary ATM card when you activate your debit card.
You can use your card as follows:
At ATMs to:
•Withdraw cash;
•Transfer money;
• Check your balances;
• Deposit cash or checks;*
•Make payments to qualifying Chase credit cards and loans;* •Obtain a copy of recent account activity.*
Services marked with an asterisk (*) are available only at Chase ATMs, and all services may not be available at all Chase ATMs.
When you use a Chase ATM, you will have access to all of your personal checking, savings and credit card accounts, regardless of whether the accounts are linked to your card. When linking multiple accounts to your card, one checking account and one savings account will be designated as primary. We also offer cards with limited functions for your deposit accounts, such as deposit-only business cards and prepaid cards that can be linked to a checking or savings account. Subject to the limited functions provided for each card, limited-function cards are also considered “cards” under this agreement.
You can use a non-Chase ATM only if it is in a participating network. Your primary checking and savings accounts will be accessible on that network, and your other linked accounts may be accessible. Outside the U.S., only your primary checking account is usually accessible. We may charge a Non-Chase ATM Fee, and the ATM owner/network may also charge a fee. Any of these fees may be charged for any activity, including withdrawals, balance inquiries and transfers. We generally waive the Non-Chase ATM Fee for a balance inquiry or transfer if it is made in connection with a withdrawal at the same non-Chase ATM at the same time with the same card.
On some accounts, we will refund ATM fees charged by the ATM owner/network; however, some ATM owners/networks do not identify these fees in the information they send to us and, as a result, we may not automatically refund the fee. If for any reason the refund is not processed, please contact us. If you choose to convert an international transaction to U.S. dollars at either an ATM or on a purchase, foreign currency commissions and fees included in the exchange rate charged by third parties are excluded from Chase reimbursements.
You can use your debit card (but not your ATM card):
At participating merchants to:
• Purchase goods and services. Purchases are subtracted from your primary checking account. If you have arranged with your merchant to make recurring payments, you must notify the merchant if your card number or expiration date has changed or your debit card is closed. We may also provide the merchant or the participating network your new account number and expiration date. •Withdraw cash while making a purchase using your PIN if the merchant permits the cash-back option. •Send or receive payments from another person, or receive payments from a business by providing your card number to third-party payment services.
At participating financial institutions to:
•Withdraw funds at a teller. Withdrawals are subtracted from your primary checking account. You will be charged a Non-ATM Cash Fee. b. Electronic transfers using your account number
You may authorize a third party to transfer funds to or from your account by providing your account number and your routing number. These transfers may use various payment networks and may take various forms, such as:
•Employer payroll, government benefits or other direct deposits; •One-time or recurring charges to your account to a utility payment or to pay other bills; or •A “check conversion” transfer, where a merchant or other payee creates an electronic transfer from your paper check. The merchant may keep your check or return it to you.
c. Online banking and Chase Mobile
You may use chase.com or Chase Mobile to view your account information, make deposits (Chase Mobile only), transfer funds between your Chase accounts, pay qualifying Chase loans or credit cards, or make payments from your account to third parties. Enroll for these services on chase.com or by downloading the Chase Mobile app for select mobile devices. You must agree to the additional disclosures and specific terms for using these services when you enroll. d. Telephone banking
You may use our automated customer service system or speak to us to get your account information, transfer funds between your accounts with us, or pay qualifying Chase loans or credit cards. You must have a valid deposit or loan account and a valid password or PIN to use the automated system. Business account owners may also use a valid Taxpayer Identification Number (TIN).
e. Transfers for Overdraft Protection
Transfers to and from your accounts for Overdraft Protection are also EFTs and subject to these terms.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
2. Important information and agreements about your card a. Authorizations and holds
Most merchants ask us to authorize your purchase. When we give authorization to a merchant, we will reserve or place a hold on your available balance, generally for three business days, for the amount of the authorization. There may be delays of several days between the authorization and the date the transaction is presented for payment, and your transaction may post to your account after the authorization hold has lifted.
We may authorize or refuse to authorize a transaction based on a different amount than the authorization request, because some merchants request authorization for an amount that is unrelated to the actual amount of the purchase (such as self-service fuel).
For some types of purchases we may place a hold for a longer period. There are times—for example, at restaurants, hotels or car rental agencies—that merchants won’t know the exact amount of your purchase when they request the authorization. If the authorization is more or less than your actual purchase amount, the hold may remain for a day or two even after your purchase amount has been subtracted from your available balance. We will pay the purchase amount from your balance whenever the merchant sends it to us, even if the hold has expired. b. Overdrafts with your card
For personal accounts, unless you have notified us that you DO want us to pay debit card overdrafts at our discretion, we generally won’t authorize an everyday debit card transaction if your available balance isn’t enough to pay that transaction, and we will not charge an Insufficient Funds Fee. For business accounts, if you have notified us NOT to pay overdrafts we generally won’t authorize a debit card transaction if your available balance isn’t enough to pay that transaction, and we will not charge an Insufficient Funds Fee.
When we give authorization to a merchant for your purchase, your available balance will decrease. But the authorization will not prevent certain items, such as ACH transactions and checks, from posting to your account, which can leave your account without enough funds. To avoid Insufficient Fund and Returned Item fees, be sure to keep enough funds in your account to avoid overdrawing your account, including enough funds for previously authorized debit card transactions not yet posted to your account.
We rely on transaction coding sent to us by the merchant or other third party to determine whether the transaction is everyday or recurring, which affects whether or not we would authorize these transactions at our discretion and whether we can assess you Insufficient Funds Fees. If any other transaction overdraws your account, we will assess fees described in the sections Overdrafts, Fees and Overdraft Protection, Posting Order and Processing, and the Fee Schedule. c. Canceling your card
We may cancel your card at any time without notice. You may cancel your card by calling us. If you do, please destroy it. d. Our right to refuse transactions
We can refuse to authorize any transaction when your card has been reported lost or stolen or when we reasonably believe there may be fraudulent, suspicious or illegal activity. If you lock your card, we will stop authorizing everyday debit card transactions and ATM withdrawals but may still authorize recurring debit card transactions. Any card we issue to you will be unlocked when you activate it. e. Foreign exchange transactions
The exchange rate applied to card transactions that occur in a different currency will be selected by the network that processes the transaction. The network will select from the range of rates available in wholesale currency markets or a rate mandated by the government that issues or controls the currency in that country on the date it processes the transaction. The processing date on which the exchange rate is applied may differ from the date you used your card. When the card transaction is posted to your account, we will charge a Foreign Exchange Rate Adjustment Fee on the card transaction amount after conversion to U.S. dollars.
The exchange rate we use may include a spread, commissions or other costs that we, our affiliates or vendors charge in providing foreign exchange to you. The exchange rate may vary among customers depending on your relationship, products with us, or the type of transaction being conducted, the dollar amount, type of currency, and the date and the time of the exchange. You should expect that these rates will be less favorable than rates quoted online or in publications. f. Debit or credit prompts at terminals
If a merchant asks “Debit or Credit?” when you make a purchase, you can choose either one and your purchase will be subtracted from your primary checking account. •If you select Debit, you must also enter your PIN.
•If you select Credit, you may have to provide a signature except for some smaller amounts and when paying for self-service fuel. g. ATM safety and safeguarding your account information Be safe at ATMs. Some ATM locations are recorded by a surveillance camera or cameras. We advise you to be aware of your surroundings before, during and after any ATM use. Here are some additional tips:
• Choose an ATM that is well lit.
• Don’t use an ATM that looks unusual or altered.
• During the hours of darkness, consider having someone accompany you to the ATM. •If you suspect the ATM isn’t working properly or if you notice anything suspicious, cancel the transaction and find another machine. •When using a Chase ATM with a separate entry door, you should close the door completely upon entering and should not permit entrance to any unknown person after regular banking hours.
•If you need emergency assistance as a result of criminal activity or medical emergency, contact 911. •At a walk-up ATM, minimize transaction time by having your card ready to use. At a drive-up ATM, keep your car engine running and lock your doors. •Stand between the ATM and anyone waiting to use the machine or cover your hand so others can’t see your PIN or the transaction amount. •As soon as your transaction is complete, remove your card from the ATM, and then put away your money, receipt, and card.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
• Contact the police or a security officer if you see any suspicious activity at the ATM. If you think you’re being followed, go to a heavily populated, well lighted area, and immediately contact the police.
• Complaints concerning security at New York Chase ATMs should be reported to the Chase Security Department at 1-800-900-0001 or the New York State Department of Financial Services at 1-888-697-2861.
Keep your PIN confidential. Never give your PIN to anyone, and don’t write it down. In addition, to keep your card information safe:
• Use a PIN that others can’t easily figure out.
•To change your PIN (or if you forget your PIN), request a new PIN at chase.com, call us or visit any Chase branch.
Protect your debit card or ATM card as you would a credit card or cash.
Notify us immediately if your card is lost or stolen, or if you discover any other error. The sooner you report a problem, the sooner we can take precautions to ensure your card isn’t misused.
3. Daily dollar limits on ATM withdrawals and card purchases To protect your balance, we place daily dollar limits on ATM withdrawals and card purchases, even if your available balance is higher than the daily limit. Your limits are contained in the product information you received when you opened your account.
However, we may:
•Allow transactions that exceed your limits.
•Temporarily reduce your limits without notice, for security purposes. • Change your limits (we’ll notify you if we do).
Your card will be restricted if we consider your account to be inactive or dormant.
4. Receipts and statements
You can receive or have the option to receive a receipt at ATMs, from a banker at a branch, online through chase.com, and at merchant locations each time you make a transaction. However, for certain small dollar transactions at merchant locations, you may not receive a receipt.
See Statements and notices for information about periodic statements.
To confirm that you have received a direct deposit, review your balance and recent transactions through chase.com, Chase Mobile, at an ATM, or call us.
5. In case of errors or questions about your electronic funds transfers If you think your statement is wrong, or if you need more information about a transaction listed on it, see the How to Contact Us section.
For personal accounts only, the following procedures apply:
We must hear from you NO LATER than 60 days after we sent you the FIRST statement on which the error appeared. Please provide us with the following:
•Your name and account number;
•A description of the error or the transaction you are unsure about, and why you think it is an error or want more information; and •The amount of the suspected error.
We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. However, if we need more time, we may take up to 45 days to investigate your complaint or question. If we do this, we will credit your account within 10 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 your first account deposit is less than 30 days before the date of the suspected error, the 10-business-day period is extended to 20 business days. If your first account deposit is less than 30 days before the date of the suspected error or the transaction occurred at a point-of-sale location or outside the U.S., the 45-day period is extended to 90 days.
If you call us, we may require that you send us your complaint or question in writing within 10 business days. If we do not receive it within 10 business days, we may not credit your account.
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.
For business accounts, our practice is to follow the procedures described above, but we are not legally required to do so. For example, we are not required to give provisional credit, or to finalize the claim during the periods stated above. We require you to notify us no later than 30 days after we sent you the first statement on which the error appeared. We may require you to provide us with a written statement that the disputed transaction was unauthorized.
6. Our liability for failure to complete transactions
If we do not complete a transaction from your personal account on time or in the correct amount, we will be liable for your losses or damages. However, we are not liable for any failed transaction if you do not have enough money in your balance to cover a transaction, if the ATM or device does not have enough cash or is not working properly, if circumstances beyond our control prevent the transaction, if the merchant requests authorization for an amount greater than the purchase amount, or if there are other exceptions stated in this agreement or as provided by law. We are not liable for failure to complete a transaction on a business account if we send you notice that the transaction was not completed.
7. Preauthorized (recurring) transfers and stop payments You may use your account or debit card to make recurring payments. If these recurring payments vary in amount, the payee will tell you the amount and date of the next payment at least 10 days before the payment due date. You may choose to get this notice from your payee only when the payment would differ by more than a certain amount from the previous payment or when the amount would fall outside certain limits that you set.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
You can stop some payments before the scheduled payment date in the following ways:
1. If you provided your card number for the recurring transfer, you must contact us by telephone or at the branch and give us the exact card number. We will close the card and you can replace it with a new card and card number upon request.
2. If you provided your account number and routing number for ACH direct debits to your account (both recurring and one-time payments), you must contact us by telephone or at the branch and give us your account number and the exact name of the payee. We will also need the exact amount of the payment, a range of amounts or an instruction to block all payments from the named payee. We will charge a Stop Payment Fee. We are not responsible for stopping payment on ACH transactions if you do not provide this information or if you provide inconsistent information. We may refuse a payment to a payee with a similar name that we believe to be the same payee; however, we are not liable if we don’t refuse the payment. If you see a “pending” payment for a different amount or for a different payee than the stop payment you placed, contact us before the end of the business day so we can try to refuse payment. We may send you a written confirmation of your stop payment. We may rely on the information in the confirmation unless you notify us immediately of any errors. We may stop multiple transactions that have the amount and exact payee name you provided unless you cancel your stop payment request.
For personal accounts, your ACH stop payment is effective until we have determined that the ACH transaction is no longer occurring, or for 18 months, whichever is longer.
For business accounts, your ACH stop payment will either be effective:
• Until we have determined that the ACH transaction is no longer occurring, or for 18 months, whichever is longer, or •One calendar year with automatic renewal annually for up to six additional years. We will list scheduled renewals on your business account statement 60 to 90 days in advance. The stop payment will be renewed, and you will be charged a Stop Payment Automatic Renewal Fee, unless you notify us not to renew by following the instructions in the statement.
3. If you set up your recurring or one-time bill payments or transfers through chase.com or Chase Mobile, you can use that service to cancel pending and future payments.
4. If you previously set up recurring account transfers in the branch, you can only cancel those pending and future transfers in the branch.
We will generally process a stop payment request as soon as we receive it. If you place a stop payment three or more business days before the transfer is scheduled, and we still pay, we will be responsible for your losses or damages.
For business accounts, you can enroll in ACH Debit Block on chase.com to block and return ACH debit transactions. The terms of the service are governed by the Fraud Protection Services Agreement.
8. Disclosure of account information to third parties
Information about your account or the transactions you made will be disclosed to third parties:
•As necessary to complete transactions;
•In connection with the investigation of any claim you initiate; •To comply with government agency, arbitration or court orders (including subpoenas); •With your written permission;
•As permitted by our Privacy Notice.
9. Notice of your rights and liabilities
For personal accounts only:
Tell us AT ONCE if you believe your card, PIN or code has been lost or stolen. Calling us is the best and fastest way of keeping your possible losses to a minimum.
If you tell us within two business days, you can lose no more than $50 if someone used your card, PIN or code without your permission. If you do NOT tell us within two business days after you learn of the loss or theft of your card, PIN or code and we can prove we could have stopped unauthorized transactions if you had told us, you could lose as much as $500. If your statement shows electronic funds transfers that you did not make, tell us right away. If you do not tell us within 60 days after the statement was sent or otherwise made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have prevented the transactions if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, let us know. We will extend the time periods.
For business accounts only, you agree:
•To assist us in the investigation of claims for unauthorized transactions and related prosecution by completing the appropriate statements and reports reasonably requested by us;
•To notify us promptly in writing if any user of a card is no longer employed by you or authorized to conduct business on your behalf; •That by allowing anyone to use your card, or by failing to exercise ordinary care (such as storing your PIN with your card or selecting your birthday as your PIN), you will be responsible for all authorized and unauthorized transactions; •That all of the provisions of the Deposit Account Agreement, including liability limitations and the requirement that you give us notice of unauthorized items within 30 days, apply to your EFT services.
Special Provisions for Card Transactions (Zero Liability Protection) for personal and business accounts:
You are not liable for any unauthorized card transactions if you notify us promptly.
However, these special provisions do not apply where you were grossly negligent or fraudulent in the handling of your account or card, where you have given someone else your card, card number or PIN, or where you delay reporting unauthorized transactions for more than 60 days (30 days for business accounts).
10. Fees
Fees for all EFT services are disclosed in our Fee Schedule and product information.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
11. Services not covered by this part; separate agreements For personal accounts, EFT services described in the Electronic Funds Transfer Service Terms do not include wire transfers and any transactions that are not covered by Consumer Financial Protection Bureau Regulation E.
For business accounts, wire transfers and other services not specifically described in the Electronic Funds Transfer Service Terms are governed generally by the Deposit Account Agreement or by separate agreements.
We may offer additional EFT services besides those described in the Electronic Funds Transfer Service Terms that have separate agreements and disclosures.
E. Other Ways to Use Your Money
1. When you can withdraw funds you’ve deposited
Generally, for checking and savings accounts, you may withdraw funds the next business day after the business day you deposit them. But in some cases you may not.
Please see the Funds Availability Policy for details.
If funds from a deposit become available and you can withdraw them, that does not mean the check or other item you’ve deposited is authorized, is “good,” has “cleared,” or has been paid by the paying bank. It’s also possible that the check will be returned months after we’ve made the funds available to you and you’ve withdrawn them. No one, including our employees, can guarantee to you that a check will not be returned.
2. Withdrawals and transfers from your account
We may subtract from your available balance the amount of any check or other item that we receive throughout the day that you or any person you authorize created or approved. We may require you or any person you authorize to provide us with identification, documentation or information that’s acceptable to us before allowing the transaction. If check writing is not an available feature of your account, we will not issue you checks, and you are not permitted to write checks drawn on your account.
We will not pay checks if you attempt to do so.
3. Autosave feature
You can set up automatic transfers from your checking account to your other accounts. Use the Chase Mobile app or chase.com to set up, review, change or cancel your transfers.
We will not be liable to you for our failure to transfer funds under any Autosave feature that you select, for any reason, including system outages or defects. In particular, we will not be liable for any interest, gains or dividends you might have earned or not earned in any account as a result of your use of Autosave.
4. Transactions in a foreign currency
Any transaction we conduct for you in a foreign currency, such as sending or receiving a wire transfer to or from another country, depositing a foreign check, or exchanging foreign currency in our branches, will use an exchange rate. Currency exchange is only available at a limited number of branches and in certain currencies.
The foreign exchange rates we use are determined by us in our sole discretion. The exchange rate we use will include a spread and may include commissions or other costs that we, our affiliates, or our vendors may charge in providing foreign currency exchange to you. The exchange rate may vary among customers depending on your relationship, products with us, or the type of transaction being conducted, the dollar amount, type of currency, and the date and time of the exchange, and whether the transaction is a debit or credit to your account. You should expect that these rates will be less favorable than rates quoted online or in publications.
We are not required to accept for deposit checks that are drawn on a non-U.S. bank or payable in a foreign currency. We may accept those checks on a collection basis without your specific instruction to do so. We can reverse any amount we’ve added to your balance and send the check on a collection basis even after we’ve taken physical possession of the check. Our Funds Availability Policy does not apply to any foreign check, whether we accept it for deposit or on a collection basis. The actual amount you receive for checks payable in a foreign currency will be determined at the exchange rate for such items that’s in effect when we’re paid for the check. If a check is returned later for any reason, we will subtract the amount of the check and any charges from other banks from your balance. We will use the applicable exchange rate in effect at the time of the return, which may be different from the exchange rate originally used for the deposit.
5. Large cash withdrawals
We may place reasonable restrictions on when and how you make any large cash withdrawal. We may also require that you sign a document releasing us from any liability if you are robbed or assaulted. We may refuse the withdrawal request if you do not agree with these conditions.
6. Stop payments on a check
If you request us to stop payment on a check, we will charge either a Stop Payment Fee or an Online or Automated Phone Stop Payment Fee depending on how you request your stop payment. However, the stop payment will not be effective if we have already certified, paid or otherwise become responsible for the check. For example, we can’t stop payment on a check we’ve already cashed or a deposited check where the funds have already been withdrawn. Refer to the Electronic Funds Transfer Service Terms for how to place a stop payment on recurring electronic payments.
You may request a stop payment by calling us, in person, or through chase.com or Chase Mobile. We use automated systems to identify items, so we need specific information to process the request. In order for us to identify the item, you must give us the account number on which the check is drawn and either:
•The exact check number or a range of check numbers,
•The payee name and the exact amount of the check, or
•The payee name and range of amounts of the check.
We are not responsible for stopping payment on checks if you do not provide this information or if you provide inconsistent information. We may refuse a payment to a payee with a similar name that we believe to be the same payee; however, we are not liable if we don’t refuse the payment. We may send you a written confirmation of your stop payment. We may rely on the information in the confirmation unless you notify us immediately of any errors. When the stop payment order expires, we may pay the item and have no duty to notify you.
For personal accounts, your stop payment request lasts for one year even if the check is presented more than once unless you cancel your stop payment request. However, you may place a new stop payment order, which will be effective for one calendar year from the day you place the additional order. An additional fee will be charged.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
For business accounts, you may place a stop payment for either:
•One calendar year with automatic renewal annually for up to six additional years. We will list scheduled renewals on your business account statement 60 to 90 days in advance. The stop payment will be renewed, and you will be charged a Stop Payment Automatic Renewal Fee, unless you notify us not to renew by following the instructions in the statement, or
•One calendar year (this option is not available for stop payments initiated on chase.com or Chase Mobile).
Generally, we will complete your request as soon as we receive your instructions.
We may allow you to place a stop payment on a cashier’s check, teller’s check or certified check if you provide us a sworn statement—in a form we deem acceptable— that the check is lost, stolen or destroyed. Even if we agree to attempt to stop payment on a cashier’s check, teller’s check (official check) or certified check, if the check is presented for payment, we may pay it and you will be liable to us for that item, unless otherwise required by applicable law. After you place a stop payment, we are not required to refund the check amount or issue a replacement check until at least 90 days after the original check’s issue date. We are not required to refund the check amount or issue a replacement check if the check is presented for payment within 90 days after the issue date.
7. Account numbers on funds transfers
If you instruct us to send a funds transfer, such as a wire or ACH transfer, we and every other bank involved in the transfer may rely on any bank number or account number you provide. If the funds transfer instruction gives both a bank number or account number and a name, and the name identifies a different person from the bank or account owner identified by number, we and other banks that handle the funds transfer may still rely exclusively on the number. We have no duty to detect any inconsistency between the bank number or account number and the name.
8. Savings account withdrawals
In this agreement, a savings account means an account, including a money market account (and excluding NOW accounts), for which we reserve the right to require seven days’ prior written notice to withdrawal. See the section Our right to require advance notice of withdrawals. During any monthly statement period, you may make transfers and withdrawals, regardless of the number of transfers and withdrawals or the way in which transfers and withdrawals are made. You agree not to make withdrawals by negotiable or transferable instruments (checks or drafts) for the purpose of making transfers to third parties from savings accounts. If you make more than six withdrawals or transfers per monthly statement period, you will incur a fee, see the Savings Withdrawal Limit Fee section.
9. Our right to require advance notice of withdrawals
For all savings accounts and all personal interest-bearing checking accounts, we reserve the right to require seven days’ prior written notice of withdrawal.
10. Check cashing
If a person who is not our deposit or loan customer tries to cash your check at any of our branches, we may charge them a fee or refuse to cash it. We may also require that they provide us identification we deem acceptable.
11. Incomplete, future-dated, conditional or stale-dated checks You agree not to write a check that’s incomplete, future-dated or tries to limit the time or method of payment with a condition, such as “Void after 180 days” or “Valid only for $1,000 or less.” We have no duty to discover, observe or comply with these conditions and may pay such checks. If we pay a conditional check, the conditions do not apply to us.
We may choose to pay or not to pay a stale-dated check (dated more than six months before it is presented), regardless of how old it is. If we pay it, you will be responsible for the check.
12. Multiple signatures
We are not required to comply with any multiple-signature requirement, either on personal or business accounts, even if your signature card specifies that multiple signatures are required or you have otherwise instructed us to do so. A multiple-signature requirement is for your internal control purposes only.
13. Facsimile signatures
We may pay a check bearing any form of facsimile or computer-generated signature. If you use a facsimile or computer-generated signature, or provide a signature card authorizing any such signature, you will be solely responsible for any check bearing a similar signature, regardless of your negligence or whether the signature was the same one you previously used.
14. Review of checks and signatures
Check payment is highly automated, and we pay millions of checks every day. Although we inspect some checks, you agree that reasonable commercial standards don’t require us to do so. If we return a check because we believe it doesn’t match your signature on file with us, we’re not liable to you even if you authorized the check.
If the numeric amount on a check doesn’t match the amount written out in words, we may select either one when paying it. We have no duty to prevent a check from being presented more than once.
15. 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 reduced image of the front and back of the original check. The front of a 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 a substitute check as proof of payment just like the original check.
Some or all of the checks that you receive back from us may be substitute checks. This notice describes rights you have when you receive substitute checks from us. The rights in this notice do not apply to original checks or to electronic debits to your account. However, you have rights under other law with respect to those transactions.
What are your rights as a consumer 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, Insufficient Funds Fees).
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
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 also are 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 of your refund (plus interest if applicable) within 10 business days after we receive your claim and the remainder of your refund (plus interest if applicable) no later than 45 calendar days after we receive your claim. We may reverse the refund (including interest) if we later determine the substitute check was correctly posted.
How do you 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 contact us. You must contact us within 40 calendar days of the date that we mailed or otherwise delivered the substitute check 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 extraordinary circumstances.
Your claim must include:
•A description of why you have suffered a loss (for example, you think the amount withdrawn was incorrect); •An estimate of the amount of your loss;
•An explanation of why the substitute check you received is insufficient to confirm that you suffered a loss; and •The following information to help us identify the substitute check: the check number, the name of the person to whom you wrote the check, and the amount of the check.
Depositing substitute checks
You may receive a substitute check, such as when a check you deposited is returned unpaid. If you deposit a substitute check and we suffer a loss, cost or expense as a result, you will have to pay us that amount.
IV. Funds Availability Policy
When Your Deposit Is Received:
If you make a deposit with a banker at a branch on a business day, we will consider that day to be the day of your deposit. If you make a deposit on a business day before our cutoff time at a Chase ATM, we will consider that day to be the day of your deposit. However, if you make a deposit on a day that is not a business day, or make an ATM deposit after the ATM cutoff time, we will consider the deposit to have been made on the next business day. • For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays and federal holidays. • For deposits and transfers at most ATMs, the cutoff time is 11 p.m. Eastern Time (8 p.m. Pacific Time). For ATMs with an earlier cutoff, the ATM screen will notify you of the cutoff time.
• Deposits placed in a night depository are considered received when we remove them from the night depository; we will remove deposits no later than the next business day.
• Branches in some locations may be closed on business days in observance of a state holiday or because of an emergency, and deposits made at a night depository when those branches are closed will be considered received on the next business day when the branch is open. • We will not accept cash deposits by mail. Check deposits made by mail should be addressed to:
National Bank By Mail
PO Box 6185
Westerville, OH 43086
All deposits made by mail and addressed to any other Chase facility may be forwarded to the National Bank By Mail facility in Westerville, Ohio, and will be considered received on the date the deposit is received by that facility.
For all accounts other than Chase Analysis Business Checking (with or without Interest): Wire transfers, electronic direct deposits and cash deposits will be available on the day we receive your deposit. Except as described later in this policy, when you make other deposits, the funds are available on the first business day after the day we receive your deposit.
In most cases when you deposit checks drawn on a Chase account:
• Deposits made with a banker at a branch will be available on the same day we receive your deposit; •Some or all deposits made at an ATM will be available on the same day we receive your deposit.
Once funds are available, you may withdraw them or use them to pay checks and other items. For online banking deposits, different terms may apply.
For Chase Analysis Business Checking (with or without Interest):
Same-day availability: Wire transfers, electronic direct deposits, and cash deposits made with a banker at a branch or at an ATM will be available on the day we receive your deposit.
Next business day availability: Funds from the following deposits are available on the first business day after the day we receive your deposit:
• U.S. Treasury checks that are payable to you;
• Checks that are drawn on us.
• The following items, if you make the deposit with a banker at a branch:
a. State and local government checks that are payable to you, if you use the “Next Day Funds Availability” deposit slip available at any branch upon request; b. Cashier’s, certified, and teller’s checks that are payable to you, if you use the “Next Day Funds Availability” deposit slip available at any branch upon request; c. Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders that are payable to you.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
Second business day availability: Funds from all other deposits are available no later than the second business day after the day we receive your deposit.
Available funds may be withdrawn in cash or used to pay checks and other items.
For online banking deposits, different terms may apply.
Longer Delays May Apply:
For all accounts other than Chase Analysis Business Checking (with or without Interest): In some cases, we may not make all of the funds that you deposited by check available by the first business day after the day of your deposit. Funds may not be available until the second business day after the day of your deposit. However, the first $225 of these deposits will be available on the first business day after the day of your deposit, unless we delay availability for one of the circumstances listed below. If you will need the funds from a deposit right away, you should ask us when the funds will be available, but further review of the deposit after we receive it may still result in delayed availability.
For all accounts: We may delay availability for the full amount of the check, including the first $225, up to the seventh business day after the day of your deposit under the following circumstances:
• We believe a check you deposited will not be paid;
• You deposited checks totaling more than $5,525 in any one day; • You redeposited a check that has been returned unpaid; • You have overdrawn your account repeatedly in the last six months; or • There is an emergency, such as failure of communications or our systems.
If your check deposit is made with one of our employees or at an ATM and we decide at that time to delay your ability to withdraw funds, we will tell you then. If we decide to delay availability of your funds after you complete your deposit, we will mail you a deposit hold notice by the business day after we decide to take that action.
Special Rules for CDs and Retirement Money Market Accounts:
Generally, funds you deposit will be available within one business day except when you deposit checks that total more than $5,525 in a business day. The amount exceeding $5,525 will be available no later than the seventh business day after the day of your deposit. However, we are not required to let you withdraw principal from a CD before it matures.
Special Rules for New Accounts:
If you are a new customer, the following special rules may apply during the first 30 days your account is open:
•Funds from deposits of the first $5,525 of a business day’s total deposits of cashier’s, certified, teller’s, traveler’s, 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 over $5,525 will be available on the seventh business day after the day of your deposit. If your deposit of these checks (other than U.S. Treasury checks) is not made with a banker at a branch, the first $5,525 will not be available until the second business day after the day of your deposit; and •Funds from all other check deposits will be available no later than the seventh business day after the day of your deposit.
Holds on Other Funds:
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 on the day they would have been available if you had deposited the check.
V. Safeguarding Your Information
A. Checks and Other Documents You Use
We are not responsible for losses or delays that result from improper printing on checks or other account documents that you obtain through someone other than us.
We may refuse to accept for deposit or to pay checks that we cannot process or photograph using our customary equipment.
B. Protecting Your Checks
You must protect your checks and other account documents and information from theft and unauthorized use. You must write your checks in a way that prevents someone else from completing, altering or adding to them without your authorization. If you become aware that any checks or other documents and information, such as statements, have been lost or stolen, you must notify us immediately. If you fail to do any of these things, such as leaving your checks where they can easily be stolen, we are not responsible for any losses that may result.
C. Notice of Errors, Forgeries and Unauthorized Signatures You must notify us in writing within 30 days after we mail a statement or otherwise make a statement available (for example, paperless statements) if:
•A check that you did not authorize or that is altered is listed on the statement; •Your account statement contains any errors; or
•You did not receive your scheduled statement.
This 30-day notice requirement does not limit our rights to attempt to collect on unauthorized or altered checks from other banks.
You must notify us in writing of any unauthorized, improper or missing endorsements within six months after the account statement is mailed or made available.
You must provide us with all information we need to investigate the alleged error or item. You must also file any police reports and provide any supporting affidavits and testimony we reasonably request.
If you do not comply with the requirements above, we are not required to reimburse you for any claimed loss, and you cannot bring any legal claim against us in any way related to the check or errors. In addition, if you fail to notify us of any unauthorized check within 30 days (14 days in New York) after we mail, or in any other way make available, a statement that lists an unauthorized check, we are not required to reimburse you for unauthorized checks initiated by the same wrongdoer(s) that we Return to Table of Contents Page 674 of 854
DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
pay after that time. These requirements do not apply to personal account transactions covered by the Electronic Funds Transfer Service Terms. You also have certain rights under federal law for substitute checks; please see Substitute Checks and Your Rights for more information.
VI. Managing and Maintaining Your Account
A. Interest on Checking and Savings Accounts
When you open a checking or savings account that pays interest, we will provide you a rate sheet stating the current interest rate and Annual Percentage Yield for your account. The rate sheet is considered a part of this agreement.
Your account has a variable interest rate. That means we may change the interest rate and Annual Percentage Yield as often as we choose, without limits and without notice. Interest begins to accrue on the business day we receive credit for your deposit. For cash, wire transfers and electronic direct deposits, interest begins to accrue on the business day of your deposit.
We use the daily balance method for calculating interest. This method applies a daily periodic rate to the balance in your account each day, which may be based on your present balance or collected balance as explained in the product information for your account. The collected balance is the balance of all deposits in your account on which we have received credit for the deposited funds (determined by the availability schedule of our Federal Reserve Bank for checks and similar items). We reserve the right not to pay interest on any deposited item that is returned to us unpaid.
Interest is credited and compounded monthly. However, Retirement Money Market accounts with interest distributions will not compound, and interest will be credited on the distribution date. Unless otherwise stated in your product disclosure, interest is computed on a 365-day basis. We pay interest only in whole cents. Therefore, at the end of each interest payment period (usually monthly), any fractional amount of interest less than half of one cent will be rounded down and any fractional amount of interest equal to half of one cent or more will be rounded up to the next whole cent.
B. Linking Your Accounts; Statements
1. Linked accounts
You may link your qualifying accounts to your checking account to help you avoid some fees and get relationship rates. An account may be linked to only one checking account.
We may automatically link accounts or we may provide some of the benefits you would be eligible for had you requested your accounts to be linked. If we don’t, you may ask us to link your accounts. Your account information may be made available to any other owner on any of the linked accounts. If the checking account to which your other accounts are linked closes for any reason, it is your responsibility to request any remaining eligible accounts to be linked. If we determine your accounts are no longer eligible for linking, we may delink them and we are not required to notify you if we do.
If you choose to link your accounts to other accounts for which you serve as trustee or custodian (fiduciary), your account may receive a financial benefit, which could be a violation of your fiduciary duties. We are not responsible for your decision to link fiduciary accounts. You should carefully consider this decision and consult with your legal advisor if necessary. Refer to your product information to determine which qualifying accounts are eligible to be linked, any additional requirements and the benefits from linking accounts.
2. Statements and notices
We will make a monthly account statement available for checking and savings accounts during each statement period. The statement period may or may not be a calendar month, but in most cases it won’t be more than 32 days or less than 28. The specific dates covered by your account statement will be on your statement.
You will receive statements by mail unless you choose paperless statements or if your account has had no activity other than interest we paid. If you receive paper statements, we will mail them through U.S. mail to the current address listed in our records. We may change your mailing address if we receive an address change notice. Checking and savings statements are also generally available through chase.com or Chase Mobile.
We have made the statement available to you on the day we mail your paper statement or notify you that the paperless statement is available, even if your current address or email is invalid.
We may send you other notices related to your account. If you are enrolled in chase.com or Chase Mobile, some notices may only be available electronically. We send some notices only in paper form. You agree that sending the statement or notice to one owner of an account qualifies as sending it to all owners, even if all owners don’t have access to the mailing address of record for the account.
3. Combined statements
Checking, savings and CD accounts with at least one common owner may be combined on a single statement, either with or without your request. Combined statements will be sent to the primary account holder’s address, unless a new mailing address is designated for the account. However, we may send you separate statements at any time for any reason without prior notice. If accounts are included on a combined statement and you don’t want that, notify us and we’ll separate the statements. That change will affect only future statements.
Linked accounts do not have to be on a combined statement to receive the benefits of linking, and combining accounts on a single statement does not mean that the accounts are linked.
Each owner of each account listed on the statement can request a copy of a statement and will be able to view all account activity for all accounts on that statement through chase.com or Chase Mobile.
4. Options for receiving checks
We offer three choices for how you can view or receive copies of checks you’ve written or authorized:
•“Check safekeeping” means we keep images of your checks, which are available through chase.com. We do not include your paid checks or images of them with your statement. Some accounts require check safekeeping. •“Image statement” means you will receive images of the front of your paid checks on your account statement. •“Check enclosure” means we return legal copies of your paid checks with your account statement. This feature is not offered on all accounts.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
If you have multiple personal checking accounts on a single statement and one of them uses check enclosure, all others will use check safekeeping. You agree that when we send a statement we have made the check available to you, even if we do not send originals or images with the statement. We will destroy original checks after a reasonable period of time we determine.
If for any reason we can’t provide a copy of your check, you agree that we will not be liable for more than the face amount of the check. We cannot provide originals or images of checks that are sent to us as electronic transfers. Additionally, other banks may send us electronic images instead of original checks, so we can provide a copy of the image, but not the original check.
C. Telephone and Electronic Communication
We may record and/or monitor any of our telephone conversations with you. If we do record, we do not have to keep the recordings, unless the law says we must. We may use your voice to verify your identity.
When you give us your mobile number, we have your permission to contact you at that number about all of your Chase or J.P. Morgan accounts. Your consent allows us to use text messaging, artificial or prerecorded voice messages and automatic dialing technology for informational and account service calls, but not for telemarketing or sales calls. It may include contact from companies working on our behalf to service your accounts. Message and data rates may apply. You may contact us anytime to change these preferences. If you give us your email address, you agree that we may send servicing messages (such as fraud alerts and hold alerts) related to your accounts to that address.
We may send communications electronically, such as by email or text message, rather than through U.S. mail or other means, unless the law says otherwise.
D. Other Fees for Your Account
1. Fees
You agree to pay all fees applicable to your account. We provided you a schedule of fees when you opened your account, and we will notify you of any changes. We may subtract these fees from your balance, even if the fee makes your balance negative. Refer to the Fee Schedule for specific fee information.
2. Savings Withdrawal Limit Fee
The Savings Withdrawal Limit Fee is a Chase fee and applies for each withdrawal or transfer out of a Chase savings account over six per monthly statement period. All withdrawals and transfers out of your savings account count toward this fee, including those made at a branch or at an ATM. Refer to your product information for fees that apply for your account.
E. Setoff and Security Interest
If you owe a debt to us or any of our affiliates (either now or in the future) that is due or overdue, you grant us a right of setoff to, and a security interest in, all of your accounts to secure the debt and, as a consequence, we may use funds in any of your accounts to pay all or part of that debt. If your account is a joint account, we may use the funds in the joint account to pay the debt of any account owner. Our security interest will be governed by Uniform Commercial Code Article 9, whether Article 9 applies by its terms or not. We do not have to give you any prior notice to apply the funds except as required by law. You expressly agree that our rights extend to any federal or state benefit payments (including Social Security benefits) that had been deposited to your account. The right of setoff does not apply if the debt is created under a personal credit card plan. Any term that may exist in another agreement that governs your debt that may also provide for such rights provided here will be governed by that agreement.
If any federal benefits or other payments are deposited to your account after you become ineligible to receive them, and we are obligated to return those funds to the payor, we may reduce your account balance by that amount.
F. Account Alerts and Text Banking
If you receive or otherwise use Account Alerts or text banking, you agree to the following terms. If you are enrolled with chase.com, the terms of the Online Service Agreement control the terms of these services instead.
•We may use a telephone number, email address or other delivery point we have in our records for you or other contact information that you provide to us for these services so we can send you certain information about your account. You may be automatically enrolled to receive certain Account Alerts via email. To manage your Alerts preferences or cancel Account Alerts, use chase.com or Chase Mobile or call us. •We will send Account Alerts or text banking messages through your service provider, who will act as your agent and deliver them to you. Delivery of alerts may be delayed for various reasons, including service outages affecting your phone, wireless, or Internet provider; technology failures; and system capacity limitations. •We do not charge for Account Alerts or text banking, but message and data rates may apply. To cancel text banking services, send STOP to 24273 at any time. For help or information on text banking, send HELP to 24273 or contact us at 1-877-242-7372. •Account Alerts and text banking are provided for your convenience and do not replace your monthly statement, which is the official record of your account.
Anytime you review your balance, keep in mind it may not reflect all transactions, including recent debit card transactions or checks you have written. •You understand we may not encrypt information when it is sent to you through these services. This information may include personal or confidential information about you, such as account activity or the status of your account.
You understand we are not liable for losses or damages from any disclosure of account information to third parties, non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in Account Alerts or information sent through text banking. If we suffer a loss, cost or expense because you provide an incorrect telephone number, email address or other delivery point, or you violate applicable laws, you have to pay that amount to us.
VII. Maintaining Your Certificate of Deposit (CD) Account A certificate of deposit, or CD, is a deposit account with us for a specified period of time. This disclosure covers both retirement and non-retirement CD products. By opening your CD, you agree to keep the amount deposited (principal) on deposit.
Here are a few things you should know about CDs:
Term: The term is the number of days, months or years you agree to leave your money in the account.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
Maturity date and grace period: The maturity date is the last day of your CD’s term. The grace period is the 10 days after the maturity date for CDs with a term of 14 days or longer. On the maturity date or during the grace period you can change the term of your CD, make additional deposits (for non-retirement CDs only), or withdraw your CD principal without paying an early withdrawal penalty.
CD ladders: Chase may offer a CD ladder, which is a group of four CDs opened at the same time for the same amount but with different terms. When each CD matures, its term will change to the longest term of the original group. For example, in a 12-month ladder, we will open four CDs with original terms of 3, 6, 9 and 12 months. When each CD matures, its new term will be 12 months. The result will be four 12-month CDs with a CD maturing every three months.
Automatically renewable CD: An automatically renewable CD will renew on the maturity date for the same term unless 1) you have a different renewal term as part of a CD ladder; 2) you change or close the account or 3) we notify you otherwise. Once your CD renews, any reference to the maturity date means the last day of the new term. For the renewal term, your CD will earn interest for the term and amount at the CD standard rate unless you qualify for the CD relationship rate. If your CD is closed during the grace period, it will not earn interest on or after the maturity date.
Single maturity CD: A single maturity CD will not automatically renew on the maturity date and won’t earn or be paid interest on or after that date.
Interest: We use the daily balance method to calculate interest on your CD. This method applies a periodic rate each day to your balance. Interest begins to accrue on the business day of your deposit. Interest for CDs is calculated on a 365-day basis, although some business CDs may calculate interest on a 360-day basis. The Annual Percentage Yield (APY) disclosed on your deposit receipt or on the maturity notice assumes interest will remain on deposit until maturity. On maturities of more than one year, interest will be paid at least annually.
You may withdraw any paid or credited interest without penalty during your CD’s term or at maturity. On the maturity date, interest will become principal of the renewed CD. A withdrawal will reduce earnings.
Early withdrawal penalties: There is a penalty for withdrawing principal prior to the maturity date.
For Personal CDs:
•If the term of the CD is less than 6 months, the early withdrawal penalty is 90 days of interest on the amount withdrawn, but not more than the total amount of interest earned during the current term of the CD.
•If the term of the CD is 6 months to less than 24 months, then the early withdrawal penalty is 180 days of interest on the amount withdrawn, but not more than the total amount of interest earned during the current term of the CD. •For terms 24 months or more, the early withdrawal penalty is 365 days of interest on the amount withdrawn, but not more than the total amount of interest earned during the current term of the CD.
•If the withdrawal occurs less than seven days after opening the CD or making another withdrawal of principal, the early withdrawal penalty will be calculated as described above, but it cannot be less than seven days’ interest. •The amount of your penalty will be deducted from principal.
For Business CDs:
•If the term of the CD is less than 12 months, the early withdrawal penalty is equal to $25 plus 1% of the amount withdrawn. •For terms of 12 months or more, the early withdrawal penalty is equal to $25 plus 3% of the amount withdrawn. •If the withdrawal occurs less than seven days after opening the CD or making another withdrawal of principal, the early withdrawal penalty will be calculated as described above, but it cannot be less than seven days’ interest. •The amount of your penalty will be deducted from principal.
Waiving early withdrawal penalties for Personal CDs:
We will waive early withdrawal penalties under the circumstances described below, unless these withdrawals occur less than seven days after the account was opened or a previous withdrawal was made.
For non-retirement CDs:
• Death of a CD owner or a grantor of a revocable family/living trust; • Disability of a CD owner;
•A court’s determination that a CD owner is incompetent; and • Re-titling of a CD to transfer ownership of funds into a living trust without moving funds from the bank and where no change in term or rate occurs.
For retirement CDs:
•If the retirement CD owner is withdrawing an excess annual retirement contribution amount and any corresponding earnings.
We will also waive early withdrawal penalties for retirement CDs under the circumstances described below, regardless of when the early withdrawal is made in relation to the CD opening or a previous withdrawal.
• Death or disability of a retirement CD owner;
•A court’s determination that a retirement CD owner is incompetent; and •If the retirement CD owner is age 59½ or older and the funds are taken as an IRS-reportable distribution via cash, check, or deposit or transfer to a nonretirement account. This waiver does not apply if the transfer is to a retirement account at another financial institution.
Waiving early withdrawal penalties for Business CDs owned by a sole proprietorship:
We will waive early withdrawal penalties under the circumstances described below, unless these withdrawals occur less than seven days after the account was opened or a previous withdrawal was made.
• Death of a CD owner or a grantor of a revocable family/living trust; • Disability of a CD owner;
•A court’s determination that a CD owner is incompetent; and • Re-titling of a CD to transfer ownership of funds into a living trust without moving funds from the bank and where no change in term or rate occurs.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
VIII. Closing Your Account
Either you or we may close your account (other than a CD) at any time for any reason or no reason without prior notice. We are not required to close your account at your request if you have pending transactions, the account is overdrawn, your account is subject to legal process (such as a garnishment, attachment, execution or levy) or any type of holds (such as collateral hold, decedent hold or deposit hold). In those cases, we will limit the types of transactions that you can make until pending transactions are paid or returned, the balance is no longer negative and any legal restriction/hold has been released. After we restrict your account in preparation for closing, we will not pay any additional interest on the account. We may automatically close your account if the balance is $0 or negative. Either you or we may close your CD account on any maturity date without cause.
We may send you written notice that we have closed or will close your account and return the balance less any fees, claims, setoffs or other amounts if the balance is greater than $1. After your account is closed, we have no obligation to accept deposits or pay any outstanding checks, but we may reopen your account if we receive a deposit. We will have no liability for refusing to honor any check drawn on a closed account. We have the right to advise consumer reporting agencies and other third party reporting agencies of accounts closed for misuse, such as overdrafts.
This agreement continues to apply to your account and issues related to your account even after it closes.
IX. Other Legal Terms
A. Rules Governing Your Account
This agreement, all accounts and services provided to you, and any dispute relating to those accounts and services are governed by federal law and, when not superseded by federal law, the law of the state where your account is located.
Here’s how we determine where your account is located:
•If you applied for the account in person at one of our banking offices, then the account is located in the state where you applied. •If you applied in person for a business account with one of our representatives somewhere other than at one of our banking offices (your place of business, for example), your account is located in the state where the representative’s business office is located. •If you applied for the account by mail, digitally, or through other remote means, and your address as recorded in our records was in a state where we had a branch at the time, then the account is located in that state, which for joint accounts will be based on the address of the owner whose name was listed first. •In all other cases your account will be governed by Ohio law.
Business trust accounts for professionals regulated by a state (or a self-regulatory body under a state’s laws) are located in the designated state.
B. General Liability
Any provision of this agreement that limits the bank’s liability does not negate the bank’s duty (if any) under applicable law to act in good faith and with reasonable care. If any provision of this agreement is determined to limit the bank’s liability in a way prohibited by applicable law, the provision will nevertheless be enforced to the fullest extent permitted under that law.
We will not be liable for anything we do when following your instructions. In addition, we will not be liable if we do not follow your instructions if we reasonably believe that your instructions would expose us to potential loss or civil or criminal liability, or conflict with customary banking practices. WE WILL NOT BE LIABLE FOR
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE FORM OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF WE FAIL TO STOP PAYMENT ON AN ITEM, OR PAY AN ITEM BEARING AN UNAUTHORIZED SIGNATURE,
FORGED SIGNATURE, OR FORGED ENDORSEMENT OR ALTERATION, OUR LIABILITY, IF ANY, WILL BE LIMITED TO THE FACE AMOUNT OF THE ITEM.
If this agreement conflicts with any statements made by one of our employees or by our affiliates’ employees, this agreement will govern.
C. Restricting Your Account; Blocking or Delaying Transactions There are many reasons we may decline or prevent transactions to or from your account, but we generally do it to protect you or us, or to comply with legal requirements.
We may decline or prevent any or all transactions to or from your account. We may refuse, freeze, reverse or delay any specific withdrawal, payment or transfer of funds to or from your account, or we may remove funds from your account to hold them pending investigation, including in one or more of the following circumstances:
•Your account is involved in any legal or administrative proceeding; •We receive conflicting information or instructions regarding account ownership, control or activity; •We suspect that you may be the victim of a fraud, scam or financial exploitation, even though you have authorized the transaction(s); •We suspect that any transaction may involve illegal activity or may be fraudulent; •We are complying in our sole judgment, with any federal, state or local law, rule or regulation, including federal asset control and sanction rules and anti-moneylaundering rules, or with our policies adopted to assure that we comply with those laws, rules or regulations; or •We reasonably believe that doing so is necessary to avoid a loss or reduce risk to us.
We also may limit cash deposits to, or withdrawals from, your account (or all of your accounts collectively) in a single transaction or total withdrawals or deposits during any period of time, or who may make deposits, in order to reduce risk and/or enhance our efforts to comply with applicable law.
We can assign and transfer your account information and documentation to a replacement account number at our discretion. We may make this assignment when your account is reported compromised by you or any signer. If we issue you a replacement account number, this Deposit Account Agreement governing you and your account will continue to apply, without interruption, as if you retained the discontinued account number.
We will have no liability for any action we take under this section and we may take such action without advanced notice.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
D. Changes to the Agreement
We may change the terms of this agreement, including fees and features of your account, at any time. If any change would adversely affect you, we will notify you in advance, unless the change is necessary to comply with a legal requirement.
For CDs, changes that would adversely affect you will be effective on the next maturity date.
If we transfer your account to a different business unit within the bank, we may give notice in the same manner and provide you a different deposit agreement to govern your account. You agree that notice of these changes may be provided to any joint owner.
We are not required to send you notice of interest rate and Annual Percentage Yield changes for variable rate accounts or notice of changes in printing fees for documents (such as checks).
We may direct you to a branch or chase.com for the content of any changes or the revised agreement unless the law requires a different method. By maintaining your account after the effective date of any change, you agree to the change.
This agreement takes the place of any understandings, agreements, representations, and warranties, both written and oral, made prior to or when you entered into this agreement.
E. Our Responsibility to Obtain Personal Information
Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business who opens an account. We require the following information or documents as a condition to your opening an account:
•For a personal account: your name; residential address; date of birth; and Social Security number, driver’s license or other identifying documents •For a business account: your business name, taxpayer identification number and business address; the name, residential address, date of birth and Social Security number of each signer, so we can verify the signer’s identity; and documents to verify the business’s existence.
Our policies may require additional information about you or any person associated with you or with the account when or after you open the account to assure that we comply with “Know Your Customer” requirements. We may restrict or close your account if we are unable to obtain information in order to satisfy our “Know Your Customer” requirements. By opening an account with us, you confirm that neither you nor any beneficial owner of any account is covered by any sanctions programs administered or enforced by the U.S. Department of the Treasury, Office of Foreign Asset Control.
F. Prohibited Activities and Tax Reporting
We strictly prohibit the use of any account to conduct transactions (including, without limitation, the acceptance or receipt of credit or other receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful Internet gambling. The term “unlawful Internet gambling,” as used in this Notice, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). You agree not to conduct any transactions through the account that directly or indirectly involve or are related to unlawful Internet gambling, including, without limitation, the acceptance or receipt of any funds or deposits in connection therewith.
You also agree not to use your account for any other illegal activity. We may refuse any gambling transaction, whether lawful or not.
Transactions in your account are also subject to applicable clearinghouse and Federal Reserve rules and regulations. You will not use your account to send or receive a payment on behalf of anyone who is not a U.S. citizen or resident using The Clearing House Association’s Real-Time Payment network.
You agree that you are responsible for your tax obligations and any funds in, or to be deposited in, your accounts are not proceeds from any criminal activity (including, but not limited to, tax crimes). Funds in, and any income derived from, your accounts will be disclosed to the relevant tax authorities, if required by law. All information that has been provided is complete and accurate, including any information pertaining to your country of citizenship, residence, principal place of business and any other relevant information to determine legal and tax status. You agree to notify us and/or provide us with any changes related to your tax affairs as we may request in order to comply with our regulatory obligations.
G. Death or Incompetence of Account Owner or Sole Signer Tell us immediately if any account owner dies or is declared incompetent by a court. We may act as if all owners are alive and competent until we receive notice otherwise.
After we receive notice of death or incompetence, we may freeze your balance, refuse to accept transactions, and reverse or return deposits. We are also not required to release your funds until we receive any documents we reasonably request to verify your death or incompetence, as well as who is entitled to the funds. If you die while residing outside the United States, we may require a personal representative to be appointed by a court in a United States jurisdiction. If we have any tax liability because of paying your balance to your estate, the estate will be responsible for repaying us the amount of that tax. If an account owner authorizes any transaction, but it’s not presented for payment until after that owner dies, we are authorized to pay the transaction. If you owe us a debt at the time of your death, we are permitted to exercise our right of setoff (our right to apply funds in one account to the debt associated with another account) or security interest rights against the funds credited to your balance after your death. We have these rights even if a surviving joint owner, a “payable on death” payee, or a beneficiary of an “in trust for” or “trustee for” account has rights to the account.
After we receive notice of death or incompetence of the sole signer on a business organization’s account, we may freeze the balance, refuse to accept transactions, and reverse or return deposits. We are also not required to release the organization’s funds until we receive any documents we reasonably request to verify the death or incompetence of the signer and to establish a new person’s authority to act on behalf of the organization in transacting on or closing the organization’s account.
H. Adverse Claims
If there are conflicting instructions or there is any dispute regarding your account, we may take any action, including refusing to disburse any funds in the account to any person until all persons claiming an interest consent in writing to a resolution of the dispute; or a court of proper jurisdiction authorizes or directs the payment; or the person with a conflicting claim withdraws his or her claim in writing. We may also place funds in a court (this is called an interpleader action) for resolution. If any person notifies us of a dispute, we do not have to decide if the dispute has merit before we take further action. We may take these actions without any liability and without advance notice, unless the law says otherwise.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
I. Authorization to Share Information
You authorize us to share information about you and your account with affiliates and third parties, unless the law or our Privacy Notice prohibits us from doing so.
Please see our Privacy Notice for your choices about information sharing.
J. Disputing Information Reported to a Consumer Reporting Agency If you believe that we have reported inaccurate or incomplete information about your account to a consumer reporting agency, you have the right to file a dispute with that consumer reporting agency. You may also submit a dispute directly to us by writing to the address in the How to Contact Us section. Provide your name, address and phone number; the account number; the specific information you are disputing; an explanation of why it is inaccurate or incomplete; and any supporting documentation.
K. Legal Process and Requests for Information
If we receive any legal process relating to you or your account, you authorize us to comply with it. “Legal process” means any document that appears to have the force of law that requires us to hold or pay out funds from your account, including a garnishment, attachment, execution, levy or similar order. We do not have to determine whether the legal process was validly issued or enforceable. If a hold is in effect, we will continue to charge any applicable fees even though the account cannot be closed. We also may remove your Overdraft Protection if a hold is placed, but you may ask us to relink your accounts after the hold is removed. As permitted by law, we will deduct from your balance a Legal Processing Fee or costs and expenses we incur in complying with the order, or both.
If any action, including administrative proceedings, garnishment, tax levies, restraining orders or another action is brought against you or your account, you will be liable to us for any loss, cost or expense (including attorneys’ fees) resulting from our compliance with any legal process.
If we receive any subpoena, court order or request for information or documents from a government entity or arbitration panel relating to your account, we are authorized to comply with it.
L. Abandoned Property
If any of your accounts are closed, we will return any balance, less any fees, claims, setoffs or other amounts if the balance is greater than $1, and we may transfer this balance from the closed account to any other open account with at least one common owner. Funds that cannot be returned or transferred may be considered abandoned under state law, and each state has laws that govern when we are required to send a customer’s funds to the state.
M. English Language — Other Language Preferences
The terms of this agreement and the products and services we provide are governed by the English language. As a courtesy, we make some of our forms, disclosures and documents, including this agreement, available in languages other than English. However, many important bank documents, and some products and services related to this account, are provided only in English. If there is any difference in meaning between the English and non-English version of any of our documents, the English version applies and is available upon request.
N. Referrals
If you request it, our employees may at times provide contact information about third parties, such as lawyers, accountants, or contractors who offer products or services to the public. Some of these third parties may be our customers. We provide this information only as a courtesy and convenience to you and the third party, but in some cases we may be compensated for a referral. We do not make any warranties or representations about the third parties or their products or services. If you choose to do business with any third party, that decision is yours alone, and we are not responsible for the third party’s performance or to help resolve any dispute between you and the third party. Our employees may also receive compensation when you purchase a Chase product based on their referral.
O. Special Provisions for Pass-Through Accounts
If you have opened a deposit account on behalf of the beneficial owner(s) of the funds in the account (for example as a trustee, 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, you as the account holder must be able to provide a record of the interests of the beneficial owner(s) in accordance with the FDIC’s requirements as specified below. The FDIC has published a guide that describes the process to follow and the information you will need to provide in the event Chase fails. That information can be accessed on the FDIC’s website at www.fdic.gov/deposit/deposits/brokers/part-370-appendix.html.
In addition, the FDIC published an Addendum to the guide, section VIII, which is a good resource to understand the FDIC’s alternative recordkeeping requirements for pass-through insurance. 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 bank failure. 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 will 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; further instructions relating to this opportunity will be communicated at a later time.
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 a bank failure, you agree to provide the FDIC with the information described above in the required format within 24 hours of a bank failure. As soon as a receiver is appointed, a hold will be placed on your account and that hold will not be released until the FDIC determines that you have provided 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 may result in 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 will cause a delay when the beneficial owners could receive funds. Despite 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.
P. Sub-accounts
For accounting purposes, all checking accounts consist of two sub-accounts: 1) a transaction sub-account where all deposits, withdrawals and fees are posted, and 2) a savings holding sub-account, where available balances above a certain level are transferred daily. Funds will be retransferred to your transaction sub-account to meet your transactional needs; however, all balances in the holding sub-account will be transferred to the transaction sub-account with the sixth transfer in any calendar month or monthly statement period.
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DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Effective 7/18/2021
Both sub-accounts are treated as a single account for purposes of your deposits and withdrawals, earning interest, access and information, tax reporting, fees, etc.
Q. Permitted Time for Filing a Lawsuit
You must file any lawsuit or arbitration against us within two years after the cause of action arises, unless federal or state law or an applicable agreement provides for a shorter time. This limit is in addition to limits on notice as a condition to making a claim. If applicable state law does not permit contractual shortening of the time during which a lawsuit must be filed to a period as short as two years, you and we agree to the shortest permitted time under that state’s laws.
We abide by federal and applicable state record retention laws and may dispose of any records that we retained or preserved for the period set forth in these laws. Any action against us must be brought within the period that the law requires us to preserve records, unless applicable law or this agreement provides a shorter limitation period. Any action against us on an automatically renewable CD must be brought within the time that the law requires us to preserve records based on the stated maturity date in the most recent record of the CD.
R. Location of Legal Proceedings
If you file any lawsuit or other legal proceeding against us that is connected in any way to your accounts or services, you agree to do so in an appropriate court in the state where your account is located. If we file any lawsuit or legal proceeding that is connected in any way to your accounts or services, you consent to jurisdiction and venue in an appropriate court in the state where your account is located. If either party chooses to have disputes resolved by arbitration, the section Arbitration; Resolving Disputesgoverns the process and location of the arbitration proceedings.
S. Pre-judgment Interest Rate
If either you or we are awarded a judgment against the other in connection with your account, the rate of interest earned before judgment on the judgment amount will be the rate of interest the account earned during that period unless state law requires a different rate. If the account is not interest-bearing, the rate will be the lowest generally available rate for a personal interest-bearing checking account.
T. Assignment of Agreement and Successors
This agreement will be binding on your personal representative, executors, administrators and successors, and on our successors and assigns.
You may not assign, transfer or grant a security interest in your account to anyone other than us without our written consent. No assignment will be valid or binding on us, and we will not be considered to have knowledge of it, until we consent and note the assignment in our records. However, by noting the assignment, we do not have any responsibility to assure that the assignment is valid. Any permitted assignment of your account is subject to our setoff rights.
U. No Waiver
If we fail to exercise any right, that does not mean that we waive that right or any other right, and we may still enforce all of our rights in the future.
X. Arbitration; Resolving Disputes
You and we agree that upon the election of either of us, any dispute relating in any way to your account or transactions will be resolved by binding arbitration as discussed below, and not through litigation in any court (except for matters in small claims court).
This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”).
YOU HAVE A RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE, AS DISCUSSED BELOW. UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE ARE WAIVING THE RIGHT TO HAVE OUR DISPUTE HEARD BEFORE A JUDGE OR JURY, OR OTHERWISE TO BE DECIDED BY A COURT OR GOVERNMENT TRIBUNAL. YOU AND WE ALSO WAIVE ANY ABILITY TO ASSERT OR PARTICIPATE IN A CLASS OR REPRESENTATIVE BASIS IN COURT OR IN ARBITRATION. ALL DISPUTES, EXCEPT AS STATED BELOW, MUST BE RESOLVED BY BINDING ARBITRATION WHEN EITHER YOU OR WE REQUEST IT.
What claims or disputes are subject to arbitration?
Claims or disputes between you and us about your deposit account, transactions involving your deposit account, safe deposit box, and any related service with us are subject to arbitration. Any claims or disputes arising from or relating to this agreement, any prior account agreement between us, or the advertising, the application for, or the approval or establishment of your account are also included. Claims are subject to arbitration, regardless of what theory they are based on or whether they seek legal or equitable remedies. Arbitration applies to any and all such claims or disputes, whether they arose in the past, may currently exist or may arise in the future. All such claims or disputes are referred to in this section as “Claims.” The only exception to arbitration of Claims is that both you and we have the right to pursue a Claim in a small claims court instead of arbitration, if the Claim is in that court’s jurisdiction and proceeds on an individual basis.
Can I (customer) cancel or opt out of this agreement to arbitrate? You have the right to opt out of this agreement to arbitrate if you tell us within 60 days of opening your account. If you want to opt out, call us at 1-800-935-9935 or see a banker. Otherwise this agreement to arbitrate will apply without limitation, regardless of whether 1) your account is closed; 2) you pay us in full any outstanding debt you owe; or 3) you file for bankruptcy.
What about class actions or representative actions?
Claims in arbitration will proceed on an individual basis, on behalf of the named parties only. YOU AND WE AGREE NOT TO:
1. SEEK TO PROCEED ON ANY CLAIM IN ARBITRATION AS A CLASS CLAIM OR CLASS ACTION OR OTHER COMPARABLE REPRESENTATIVE PROCEEDING;
2. SEEK TO CONSOLIDATE IN ARBITRATION ANY CLAIMS INVOLVING SEPARATE CLAIMANTS (EXCEPT FOR CLAIMANTS WHO ARE ON THE SAME ACCOUNT), UNLESS ALL PARTIES AGREE;
3. BE PART OF, OR BE REPRESENTED IN, ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION BROUGHT BY ANYONE ELSE; NOR
4. SEEK ANY AWARD OR REMEDY IN ARBITRATION AGAINST OR ON BEHALF OF ANYONE WHO IS NOT A NAMED PARTY TO THE ARBITRATION.
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If these terms relating to class or representative procedures are legally unenforceable for any reason with respect to a Claim, then this agreement to arbitrate will be inapplicable to that Claim, and the Claim will instead be handled through litigation in court rather than by arbitration. No arbitrator shall have authority to entertain any Claim on behalf of a person who is not a named party, nor shall any arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party.
Does arbitration apply to Claims involving third parties? Arbitration applies whenever there is a Claim between you and us. If a third party is also involved in a Claim between you and us, then the Claim will be decided with respect to the third party in arbitration as well, and it must be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party. For purposes of arbitration, “you” includes any person who is listed on your account, and “we” includes JPMorgan Chase Bank, N.A., all its affiliates, and all third parties who are regarded as agents or representatives of ours in connection with a Claim. (If we assign your account to an unaffiliated third party, then “we” includes that third party.) The arbitration may not be consolidated with any other arbitration proceeding.
How does arbitration work?
The party filing a Claim in arbitration must select either: JAMS or the American Arbitration Association (“AAA”) as the arbitration administrator. That organization will apply its code of procedures in effect at the time the arbitration claim is filed. If there is a conflict between that code of procedures and this arbitration provision and/or this agreement, this arbitration provision and this agreement will control. In the event that JAMS or the AAA is unable to handle the Claim for any reason, then the matter shall be arbitrated instead by a neutral arbitrator selected by agreement of the parties (or, if the parties cannot agree, selected by a court in accordance with the FAA), pursuant to the AAA rules of procedure.
The arbitrator will decide the Claim in accordance with all applicable law, including recognized principles of equity and statutes of limitations, and will honor all claims of privilege recognized by law. The arbitrator will have the power to award to a party any damages or other relief provided for under applicable law. A single arbitrator will conduct the arbitration and will use applicable substantive law, including the Uniform Commercial Code, consistent with the FAA and the applicable statutes of limitations or conditions precedent to suit, and will honor claims of privilege recognized at law. The arbitrator can award damages or other relief provided for by law to you or us, but not to anyone else. The arbitrator’s authority is limited to the Claims between you and us.
Is the arbitrator’s decision final? Is there an appeal process? The arbitrator’s decision will be final and binding on the parties. A party can file a written appeal to the arbitration administrator within 30 days of award issuance. The appeal must request a new arbitration in front of three neutral arbitrators designated by the same arbitration administrators. The panel will reconsider all factual and legal issues, following the same rules of procedure, and will make decisions based on majority vote. Any final arbitration award will be binding on the named parties and enforceable by any court having jurisdiction.
Who will pay for costs?
We will pay any costs that are required to be paid by us under the arbitration administrator’s rules of procedure. Even if not otherwise required, we will reimburse you up to $500 for any initial arbitration filing fees you have paid. We will also pay any fees of the arbitrator and arbitration administrator for the first two days of any hearing. If you win the arbitration, we will reimburse you for any fees you paid to the arbitration organization and/or arbitrator. All other fees will be allocated according to the arbitration administrator’s rules and applicable law. If you consider that you are unable to afford any fees that would be yours to pay, you may request that we pay or reimburse them, and we will consider your request in good faith.
How do I (customer) file an arbitration claim?
Rules and forms may be obtained from, and Claims may be filed with, JAMS (1-800-352-5267 or www.jamsadr.com) or the AAA (1-800-778-7879 or www.adr.org).
Arbitration hearings will take place in the federal judicial district that includes your address at the time the Claim is filed, unless the parties agree to a different place.
DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Return to Table of Contents Effective 7/18/2021 Page 682 of 854 Privacy Notice
Rev. April 2021
Facts What does Chase do with your personal information? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and income
• account balances and transaction history
• credit history and payment history
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Chase chooses to share; and whether you can limit this sharing.
Reasons we can share your personal information
Does Chase
share?
Can you limit
this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes No
For our marketing purposes – to offer our products and services to you Yes No For joint marketing with other financial companies Yes No For our affiliates’ everyday business purposes – information about your transactions and experiences
Yes No
For our affiliates’ everyday business purposes – information about your creditworthiness
Yes Yes
For our affiliates to market to you Yes Yes
For nonaffiliates to market to you Yes Yes
To limit our sharing
• Call 1-888-868-8618 – our menu will prompt you through your choice(s).
We accept operator relay calls.
• Visit us online: chase.com/privacypreferences
Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.
Questions
Call 1-888-868-8618 – our menu will prompt you through your choice(s). We accept operator relay calls.
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
PAGE 2
Who we are
Who is providing this notice? The U.S. consumer financial companies within the JPMorgan Chase & Co. family, including JPMorgan Chase Bank, N.A., Chase Insurance Agency, Inc., and J.P. Morgan Securities LLC.
What we do
How does Chase protect my
personal information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We authorize our employees to get your information only when they need it to do their work, and we require companies that work for us to protect your information.
How does Chase collect my
personal information?
We collect your personal information, for example, when you • open an account or make deposits or withdrawals from your account • pay your bills or apply for a loan
• use your credit or debit card
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing? Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness
• affiliates from using your information to market to you • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.
What happens when I limit
sharing for an account I hold
jointly with someone else?
Your choices will apply to everyone on your account.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and non financial companies.
• Our affiliates include companies with a Chase or J.P. Morgan name and financial companies such as J.P. Morgan Securities LLC
Nonaffiliates Companies not related by common ownership or control. They can be financial and non financial companies.
• Nonaffiliates we share with can include companies such as retailers, auto dealers, auto makers and membership clubs
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• Our joint marketing partners include categories of companies such as insurance companies Other important information
VT: Accounts with a Vermont mailing address are automatically treated as if they have limited the sharing as described on page 1. For joint marketing, we will only disclose your name, contact information and information about your transactions.
NV: We are providing you this notice pursuant to Nevada law. If you prefer not to receive marketing calls from us, you may be placed on our Internal Do Not Call List by calling 1-800-945-9470, or by writing to us at P.O. Box 734007, Dallas, TX 75373-4007.
For more information, contact us at the address above, or email [email protected], with “Nevada Annual Notice” in the subject line. You may also contact the Nevada Attorney General’s office:
Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; telephone number: 1-702-486-3132; email [email protected] CA: Accounts with a California mailing address are automatically treated as if they have limited the sharing with nonaffiliates as described on page 1. CA residents are provided a CA notice for additional choices.
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.
Appendix 7
Consolidated Service Terms
V3.8_1_31_19
Consolidated
Service Terms
Chase provides an array of treasury services to meet your business needs. This booklet contains important information about Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Cash Management Consultant.
TREASURY SERVICES (United States)
Business Banking and Private Wealth Management
Welcome to JPMorgan Chase Bank National Association (“J.P. Morgan”, “Chase”, or “Bank”). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet (“Booklet”) contains the terms for certain cash management services JPMorgan Chase Bank, National Association (“JPMorgan” Chase”, or “Bank”) may provide the Customer (“you”). By using or continuing to use any of the services referenced herein after receipt of this Booklet, you acknowledge that you have received and agree to be bound by the Deposit Account Agreement, as amended by the Service Terms of this Booklet, in addition to such supplements, amendments, notices, and additional Service Terms, as applicable.
This Booklet includes Service Terms applicable for Treasury Services services which Chase may provide to you. The Service Terms included in this Booklet are subject to the Bank’s Deposit Account Agreement, as amended. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions and/or additions, will not be binding upon Chase unless such modifications are acknowledged and agreed to in writing by an officer of Chase.
We look forward to serving your business needs and thank you again for choosing Chase.
SERVICES FOR CUSTOMERS
A. Amendment to Deposit Account Agreement
B. ACH Origination
C. ACH Transaction Blocking & ACH Transaction Review
D. U.S. Funds Transfer
E. U.S. Funds Transfer by Check
F. Lockbox
G. Coin & Currency
H. Positive Pay, Reverse Positive Pay and Payee Verification I. Electronic Channels
A. Amendment to Deposit Account Agreement
INTRODUCTION
This document (“Amendment”) amends your Deposit Account Agreement as it relates to certain cash management services (“Services”) offered by the Bank. The Deposit Account Agreement, as amended by this Amendment, shall hereinafter be referred to as the “Account Terms.” The Account Terms may be supplemented or amended by existing or future agreements, terms and conditions, and notices, including, but not limited to any terms contained in an implementation form or similar document regarding Services, or which by their terms (“Service Terms”) are subject to the Account Terms. The Accounts established with the Bank are subject to the Account Terms and relevant Account and service documentation (“Account Documentation”).
By signing service implementation forms or similar document, or by using or continuing to use any of the Services after receipt of this Amendment and relevant Service Terms, the Customer agrees to be bound by the Account Terms and the respective Service Terms.
Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Deposit Account Agreement.
As used herein, the term “Bank” means JPMorgan Chase Bank, N.A., and any of its affiliates or subsidiaries, and shall include any of its successors or assigns. “Customer” means the entity to which accounts and services are being provided by the Bank.
GENERAL PROVISIONS
1. Authorized Persons. The Bank is authorized to rely upon any document that indicates the person (“Authorized Person”) authorized to act on behalf of the Customer with respect to the Services, until the Customer, by written notice to the Bank, withdraws the authority of the Authorized Person, and the Bank has a reasonable opportunity to act on the notice. Each Authorized Person, subject to any limitation received and accepted by the Bank, is authorized on behalf of the Customer to issue requests, directions or instructions, including, without limitation, payment orders, with respect to any Service (“Instruction”).
2. Security Procedures. If the Bank and the Customer agree on a security procedure to be used for any type of Instruction, the Customer and the Bank shall safeguard any test keys, passwords, user identification codes, user documentation, and any other security or authentication devices, and the Customer shall be responsible for any Instructions using such security procedures. It is understood that the security procedures used by the Bank and the Customer are designed to verify the authenticity of, and not to detect errors in, the Instructions.
3. Items. The Bank is not responsible for actions taken by other banks, nor for the loss or destruction of any item in the possession of other banks or in transit. In the event the Bank receives or is presented with items that appear to be duplicates of each other, then the Bank may return one or more of such items. If the Bank offers the Customer services reasonably designed to help prevent check fraud and the Customer fails to utilize those services, that failure will constitute Customer negligence contributing to the making of an unauthorized signature and the Customer will assume the risk that checks or drafts presented against its Account may be forged or altered, to the extent that the services the Bank offered may have prevented any loss.
4. Funds Transfer.
(a) The Customer may issue funds transfer Instructions against Accounts, subject to the Bank’s acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank’s funds transfer business days, and within the Bank's established cut-off hours on such days. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and may debit the Account for all fees associated with any funds transfer Instruction. The Customer may reverse, amend, cancel or revoke an Instruction only with the consent of the Bank, and the beneficiary's bank, as applicable. (b) In connection with any funds transfer, the Bank and other financial institutions may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in the funds transfer. The beneficiary’s bank in the funds transfer Instruction may make payment on the basis of the identifying number even though it identifies a person different from the named beneficiary. The Customer shall be responsible for the consequences of any inconsistency between the name and identifying number, as instructed, of any party in such a funds transfer Instruction. Notwithstanding any instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable in the circumstances. (c) In accepting a funds transfer Instruction for payment in currency other than U.S. Dollars, the Bank is authorized to debit the Account for the equivalent amount of the foreign currency transferred at the Bank’s prevailing rate of exchange. In processing the funds transfer, other banks may deduct fees from the payment order issued to them. If the Bank accepts funds transfer Instructions issued in a foreign currency where the Customer is the beneficiary, the Bank may convert the funds to the currency of the Account at the Bank’s applicable currency exchange rate and charge the Customer a fee for such currency conversion. (d) The authenticity of oral or written (including writings transmitted by facsimile) funds transfer Instructions and amendments to them may, at the Bank’s discretion, be verified by telephonic call-back confirmation with an individual purporting to be an Authorized Person. If the Bank is not satisfied with any such confirmation, it may decline to honor any such Instruction. The Customer agrees that this security procedure is commercially reasonable for such funds transfer Instructions. The Customer further agrees to be bound by such funds transfer Instructions, whether or not authorized, issued in the name of the Customer using this security procedure.
(e) Any credit given by the Bank to the Customer for an ACH entry shall be provisional until the Bank receives final settlement. If the Bank does not receive final settlement, the Bank may revoke the provisional credit and charge back the amount to the Account or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry.
5. Limitation of Liability; Indemnity.
(a) The Bank shall have no liability for any damage, loss, expense or liability of any nature that the Customer may suffer or incur, except to the extent of direct losses or expenses attributable to the Bank's gross negligence or willful misconduct. The Bank shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including, but not limited to lost profits), whether or not foreseeable, even if the Bank has been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank. (b) The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) resulting directly or indirectly from the Bank’s acceptance or execution of any request or direction, including, without limitation, items and Instructions issued in the name of an Authorized Person.
6. Termination. Either the Bank or the Customer may terminate a Service at any time, with or without cause. If the Bank terminates a Service, the Bank may send you written notice of that on the date it terminates the Service. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties). However, any such closing or termination shall not affect the Customer’s liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect.
7. Fees. The Bank may impose, charge, pass-through and modify fees and/or charges for Accounts and services provided by the Bank, including, but not limited to, transaction, maintenance, balance-deficiency, and service fees and other charges, including those levied by any governmental authority (collectively "Fees"). The Customer will pay all Fees. The Bank may debit any Account for Fees, whether or not such debit may result in an overdraft of the Account. All payments to the Bank shall be in full, without set-off or counterclaim, and free of any deduction or withholdings related to any tax or other claim.
8. Miscellaneous.
(a) Account statements, confirmations or advices (“Account Statements”) sent via the Internet or electronic Account Statements, if applicable, shall be deemed by the Customer and the Bank to be available to the Customer when the Account Statements are posted on the Internet and the Bank sends an electronic mail notification of availability to the Customer, or when the Bank sends the electronic Account Statement to the Customer. For purposes of determining when an item is sent to the Customer, an image of an item or information identifying the item (i.e. item number, amount and date of payment) is a sufficient substitute for the actual item. (b) All Account Statements and notices may be sent to the Customer by ordinary mail, by courier, by facsimile transmission, by electronic transmission (including but not limited to e-mail), or through Internet sites, or by such other means as the Customer and the Bank agree upon from time to time, at the address of the Customer on the books and records of the Bank. (c) The Customer acknowledges that deposits held in a branch of the Bank located outside the United States: (i) are not insured by the Federal Deposit Insurance Corporation; (ii) are subject to cross-border risks; and (iii) may enjoy a lesser preference as compared to deposits held in the United States in the event the Bank should be liquidated, insolvent or placed into receivership or other proceeding for the benefit of creditors.
(d) To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity. (e) Any provision of any Service Terms that is inconsistent with a provision of the Account Terms shall supersede the Account Terms for purposes of the particular Service which is the subject thereof. (f) The Customer agrees that the Bank may deliver, make available and/or make accessible terms and conditions applicable to Accounts and Services to the Customer via electronic means and channels (including but not limited to by posting such terms on a Bank website). The Bank may request that the Customer "click" its approval of such terms. Subject to applicable law and regulations, the Customer agrees that the act of "clicking" its approval (or any similar act which has the same effect) with respect to any such terms will be evidence of Customer's acceptance of the applicable terms and conditions, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such terms and conditions.
The services described herein (each a “Service”) are subject to the Bank’s Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms.
B. ACH Origination
The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination of ACH Entries and the transmission and issuance of related transactions and information will be pursuant to these terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated Clearing House Association.
Capitalized terms used in this subpart, unless otherwise defined in this subpart shall have the same meanings as set forth in the Rules. The Customer and the Bank agree to comply with and be bound by the Rules as in effect from time to time, including without limitation, the provision making payment of a Credit Entry by an RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry.
1. Service. Bank provides automated clearing house (“ACH”) origination services that will enable Customer to do one or more of the following:
• originate ACH Debit Entries;
• originate ACH Credit Entries; and
• instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other information pertaining to the Entries.
Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator.
It is Customer’s responsibility to provide Entries and instructions to Bank with all the necessary information to complete Customer’s requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria Bank specifies for acceptance. All requests to Bank must be received by Bank before Bank’s established cut-off time in order for processing to commence on that ACH processing day. Any request that is incomplete or that Bank finishes receiving after the relevant cut-off time will be processed by Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned.
If Customer wants Bank to re-process those transactions or transmissions, Customer must correct them and re-submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank’s auditors and other personnel with reasonable access at all reasonable times to the Customer’s facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer’s compliance with these Service Terms and the Rules.
2. Security and Data Protection Procedures. All instructions received by Bank in Customer’s name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or information in Customer’s name.
Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or encrypted using commercially reasonable security technologies meeting standards acceptable to Bank. If Customer uses a security procedure other than as described above, Customer acknowledges that Customer refused Bank’s security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer’s name and accepted by Bank in compliance with the security procedure Customer chose. If Customer elects not to utilize recommended message authentication and/or encryption technology, Customer assumes all responsibility for unauthorized disclosure or unauthorized access to Customer’s data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver’s account number or routing number to any third party for such third party’s use, directly or indirectly, in initiating a separate Debit.
3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer’s account with Bank that Customer specifies for the total of:
• Customer’s Debit Entries that Bank processed for settlement that day; • RCCs issued for deposit to Customer’s account on that day; and • any returned or reversed Credit Entries.
Bank may delay the availability of funds deposited into Customer’s account by Debit Entry or RCC until those transactions cannot be reversed in accordance with the Rules or applicable law.
Bank will debit Customer’s account with Bank that Customer specifies for the total of Credit Entries processed in Customer’s name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies.
Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer’s behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that.
4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and covenants that (a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained Bank’s express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank’s express consent to do so.
Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof.
Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry.
5. Stop Payments; Reversals and Recalls; Rejections. Customer’s instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank’s procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified.
If Customer originates Debit Entries to an account or accounts at a financial institution that is not a Participating Depository Financial Institution in the ACH system (such account hereafter called a “Non-ACH Eligible Account”), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank’s prior consent, pursuant to which Bank will process each such Debit Entry to a Non-ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an “RCC”), on the Customer’s behalf. The RCC will be drawn in the amount and on the Non-Eligible ACH Account of the individual or entity specified as the receiver in the Customer’s instructions and will be deposited to the Customer’s designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer authorizes the Bank to debit the Customer’s account for any claim or return based upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank shall not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non-ACH Eligible Accounts and only when the Bank has consented to provide such service, even if the Customer includes an instruction in its file for the Bank to otherwise originate an RCC or paper draft.
6. Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer’s behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer’s provider and Customer is responsible for all costs and expenses of Customer’s provider.
7. Third Party Sender. If Customer is a Third Party Sender, as such term is hereafter defined, (a) Customer warrants that the Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b) in any case where the Originator fails to perform its obligations under the Rules as an Originator, Customer shall indemnify, defend and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys’ fees and costs, that result directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rules; (c) Customer agrees to cooperate with Bank regarding any request for information concerning the identity of any Originator; and (d) Customer represents, warrants and covenants that neither these Service Terms nor anything related to the ACH Origination Services violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any agreement, understanding or arrangement between Customer and the Originator. Further, Bank will rely on Customer to evaluate the legitimacy of the Originators and their transactions originated by Customer and for ensuring that instructions do not involve illegal activities. Customer must notify Bank immediately if Customer suspects or become aware of any activity or transaction of an Originator that Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the source of funds. Bank will be entitled at any time upon notice to Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator on whose behalf are originating Entries if Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator or if Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. As used herein, “Third Party Sender” means an entity that is not an Originator, that has authorized an ODFI or another Third Party Sender to transmit, for the account of the Third Party Sender or another Third Party Sender, (i) a credit entry to the account of a Receiver in order to effect a payment from the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry) to the Receiver, or (ii) a debit entry to the account of a Receiver in order to effect a payment from the Receiver to the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry). Without limitation of the foregoing, Third Party Senders include U.S. regulated financial institutions, brokers and other financial intermediaries as well as any other regulated or unregulated payment processors that are customers of the Bank and use their accounts to process payments for third parties (including affiliates of the Customer).
8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank’s ACH origination channels that support IAT origination. Some of Bank’s ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank’s ACH origination channels can be used for IAT origination.
If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer’s account in the currency in which Customer’s account is denominated, and Customer is responsible for any rate fluctuations.
In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank’s jurisdiction.
Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank’s or RDFI’s review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date.
9. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank’s termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer’s breach of the Rules.
C. ACH Transaction Blocking & ACH Transaction Review
ACH Transaction Blocking is a Service that allows a Customer to block and return ACH debit and credit Entries originated to the Customer’s account with the Bank. ACH Transaction Review allows the Customer to review ACH debit and credit Entries originated and posted to the Customer’s account with the Bank and to instruct the Bank to return some or all of these transactions.
1. ACH Transaction Blocking:
(a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused.
(b) Company IDs. If the Customer elects an option that blocks or allows ACH debits or credits from specified companies, the Customer must supply the Bank with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The Company ID will be the sole criterion for blocking debit and credit Entries (unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator. The Customer will be solely responsible for obtaining the correct Company ID for each such Originator.
The Customer understands that Company IDs are not unique and that a Company ID may identify more than one Originator, and one Originator may have multiple Company IDs. The Customer understands that Company IDs are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses a Company ID other than the one Customer identifies. The Bank will not be responsible for transactions blocked or allowed in accordance with the instructions the Customer provides for the Company ID. (c) Transactions Not Affected by Blocking. ACH debit and credit blocks do not apply to certain transactions. The following types of ACHrelated transactions will not be blocked:
• debits or credits to the Customer’s account to offset any ACH credit or debit Entries originated by the Customer through Bank ; • reversals of previously received ACH credit or debit Entries; • returns or reversals by the RDFI of ACH debit or credit Entries originated by the Customer through the Bank; • Reclamation Entries (debits);
• debits or credits to the Customer’s account initiated by the Bank or Bank’s agent or affiliate to correct processing errors, effect back valuations, make other adjustments or, with respect to debits, for fees, charges or other amounts the Customer owes the Bank or Bank’s affiliates; and
• debits or credits to the Customer’s account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance.
2. ACH Transaction Review:
(a) Service. Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions it wishes to review or the Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. (b) Review and Return Process. Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for the Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer’s account. The details provided by the Bank for each Entry will include account number, dollar amount, company ID, receiver’s name, standard entry class code and settlement date. (c) The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank’s designated cut-off time on the same day as transaction information is made available of those transactions, if any, that are unauthorized and that the Customer wishes to return. The Bank is entitled to rely on any instructions which it receives and which it reasonably believes to be genuine. The Bank shall return all such transactions and make corresponding adjustments to the Customer’s account to which the transactions had been posted. All transactions reported to the Customer as to which Bank does not receive a timely instruction from the Customer will remain posted or be returned based on the Transaction Review profile default decision setting established by the Customer. (d) ACH Transactions Not Subject to Review. The following types of ACH transactions will not be made available for the Customer’s review and decisioning:
• debits or credits to the Customer’s account to offset any ACH Entries originated by the Customer through the Bank ; • reversals of previously received ACH Entries;
• returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank; • Reclamation Entries;
• debits or credits to the Customer’s account initiated by the Bank or Bank’s agent or affiliate to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges the Customer owes the Bank or Bank’s affiliates; and
• if the Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to that service.
(e) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer’s account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction, or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer’s account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance.
D. U.S. Funds Transfer
Chase’s Funds Transfer Service enables the electronic transfer and settlement of funds between the Customer and a beneficiary of the payment to destinations around the world. Customers use USD funds transfer services (as opposed to checks or ACH payment services) when they seek sameday settlement with intraday finality and irrevocability of payments.
1. Service. The Customer may issue payment orders against its accounts with the Bank by means of SWIFT, electronically, by telephone or by such other method as the Customer and the Bank may agree upon. All funds transfer instructions sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. The Bank will determine the order in which it processes payment orders. If the Customer’s payment order bears the codeword “PRIORITY” in such field as the Bank specifies, the Bank will use reasonable efforts to move such payment order in advance of the Customer’s standard payment orders. If the Customer’s payment order bears the codeword “TIMED” in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For “TIMED” payment orders, funds in the Customer’s Account are reserved by the Bank on the payment value date until processed. The Bank will have no liability for failure to process payments by the time requested by the Customer.
2. Security Procedures. All payment orders and communications requesting amendment of payment orders issued in the Customer's name are subject to verification by the Bank in accordance with the security procedures agreed upon between the Customer and the Bank. Such security procedures may be set forth in written agreements between the Customer and the Bank.
3. Advices. The Customer may subscribe to Bank services for the delivery of account-related activity and information (“Advices”), to a party designated by the Customer, including but not limited to information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT or to devices capable of receiving text messages, such as alphanumeric pagers and cellular phones, or as otherwise agreed upon by the parties. The Customer is responsible for maintaining the accuracy of the information that is required to deliver such Advices, including but not limited to the address and/or telephone number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices.
4. Processing. The Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable in the circumstances.
The Bank and other financial institutions may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in the funds transfer. Also, the beneficiary’s bank in the funds transfer Instruction may make payment on the basis of the identifying number even though it identifies a person different from the named beneficiary.
5. Same-Day Amendment and Cancellation Service. The Customer may subscribe to a service to enable same-day amendment and cancellation of payment orders. Once the Bank has expressly approved the customer’s use of the service, all cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer.
6. Reference Pattern Search. The Customer may subscribe to a service to enable the Customer to instruct the Bank to repair information on incoming and outgoing payment orders, and to perform additional services related to beneficiary deduction services. The Customer shall comply with such formatting requirements specified by the Bank in connection with such services. In connection with beneficiary deduction services, the Customer represents and warrants that it has obtained all necessary authorizations to enable the Bank to deduct transaction charges from the funds transfer amount payable to the beneficiary.
E. U.S. Funds Transfer by Check
Chase’s U.S. Funds Transfer by Check Service allows the Customer to instruct the Bank (as the Customer’s agent) to draw U.S. dollar checks ("Disbursement Checks") payable to the order of payees and in amounts designated by the Customer for distribution.
1. Requests for Disbursement Checks. All requests for Disbursement Checks must be transmitted to the Bank via authenticated SWIFT transmission, or one of the Bank's proprietary access mechanisms. The Customer shall transmit the requests in such format as the Bank specifies from time to time. The Bank may (but shall have no obligation to) process requests that do not conform to these Service Terms and may impose additional fees for such processing.
2. Issuance. Unless the Customer specifies a future issuance date in the Customer’s request, each Disbursement Check will be issued within one banking day of the day on which the Bank receives the issuance request. The Bank will not honor requests to draw Disbursement Checks to any person or entity with whom or with which the Bank is prohibited to do business by law or regulation, or in any case where compliance would, in the Bank's judgment, conflict with applicable law or good banking practice. Disbursement Checks will be signed by the Bank on the Customer’s behalf substantially as follows:
Drawer: «Clientname»
By: JPMorgan Chase Bank, N.A. as Agent
for the Above-Named Drawer
As of the day a Disbursement Check is issued, the Bank will debit the Customer’s designated demand deposit account in the amount of the issuance instruction.
3. Stop Payments Orders. The Customer may issue a stop payment order in respect of any Disbursement Check only by a message sent via authenticated SWIFT to a Bank location to be designated by the Bank and in the format designated by the Bank from time to time. Any stop payment order must include the reference number assigned by the Bank to the Customer’s request for the issuance of such Disbursement Check.
The Customer shall pay a service fee for each stop payment order in the amount then in effect at such time the Customer issues the stop payment request.
F. Lockbox
Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. The Customer’s remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer’s deposit account.
1. Service. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. Customers requiring Caller Service or Business Reply Mail Service for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the United States Postal Service (the “USPS”) and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer’s failure to pay the USPS for such services or any other action taken or not taken by USPS. The Bank may direct clients to include specific codes or formats within their assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring their customers’ remittances are properly addressed in order to prevent delays in processing.
2. Deposit; Endorsement. The Bank will collect all mail delivered to the designated Post Office Box, and will open the mail, process the checks eligible for this service (the “Items”) and credit the funds to the Customer account or process for collection the Items received, except: i) Items which the Customer has instructed the Bank in writing, and the Bank has agreed not to process; ii) Items which the Bank believes should receive the Customer's special attention; iii) Items for which the Customer is not the payee, unless the Customer has provided proper authorization to process for credit or collection of such Items; and iv) any other matter or merchandise received. The Bank will not process such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank.
3. Differing Amounts. If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that action.
4. Foreign Items. This Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to Customer as unprocessable.
5. Returned Items; Re-presentment. If any Item is returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the Bank has been instructed in writing by the Customer to re-present Items which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re-presentment.
6. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once a CD-ROM is received, or it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data.
7. Image Option. If the Customer elects and this image option is available at the designated Bank processing location, the Bank will provide images of the Items ("Imaged Items") received together with images of related documents ("Imaged Documents"), through the media ("Delivery Media") and at the intervals agreed upon between the Bank and the Customer. The Customer may receive additional service material, including user guides, software licenses and other terms in connection with the selection of this option.
8. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than 14 days. All original documents will be destroyed 14 days after processing. If the Customer uses the Bank’s Regional Retail Lockbox product, associated original documents are retained on site no longer than 7 days. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction., per the Customer’s selection If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer via daily Direct Image Transmission.
9. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear.
10. Disclosures. As between the Customer and the Customer’s clients, if applicable, certain payments collected hereunder may be subject to various cut-off times and payment deadlines (the “Disclosures”). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the Disclosures and Customer’s responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the data processed by the Bank belongs to the Customer or the Customer’s clients.
G. Coin & Currency
Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for coin and currency, make deposits and track activity by location through electronic reporting options.
1. Cash Orders
1.1. Placement of Cash Orders. The Customer may issue written instructions for the Bank to release United States coin and currency (“Cash”) to an armored courier service (the “Courier”) as designated by the Customer in accordance with the Bank’s guidelines (“Cash Order”). The Customer acknowledges that Cash Orders may be transmitted to the Bank only during such times as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount set forth in the Cash Order. If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank’s branch locations by issuing a check to debit the Customer’s account at the Bank or as a “cash for cash” exchange. If there are insufficient funds in the designated account, the Bank is authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank.
1.2. Cash Order Limits. The Bank and the Customer may agree to limit the amount of Cash that may be delivered pursuant to a Cash Order (“Cash Limit”).
1.3. Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48 hour period may be denied and the Customer will have no right to refuse or receive an adjustment after such time period.
1.4. Cancellations and Amendments. A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act on behalf of the Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier (“Cancellation”). A Cash Order may only be amended telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered.
1.5. Notice of Rejection/Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest.
1.6. Security Procedure. The Bank must receive a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location (collectively, “Codes”). The Customer agrees that use of the Codes constitutes a security procedure for verifying the authenticity of the Cash Order as being that of the Customer (“Security Procedure”)... The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a “cash for cash” exchange or issuing a check to debit the Customer’s account at the Bank.
1.7. Geographical Limitations. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer’s store/office locations in the United States.
2. Cash Deposits
2.1. Standard Courier Service. The Customer may deliver and pick up shipments of Cash or checks to or from the Bank by using the services of a Courier that has been authorized by the Bank, who will act solely as the Customer’s agent. The Courier must comply with the Bank’s guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services to the Customer. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to Customer's Courier, Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission even if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier if the Bank has followed its customary procedures for identifying the individual.
2.2. Deposit Presentment and Processing for Standard Courier Service. With regard to deposits delivered to one of the Bank’s vault locations, the Customer’s Courier must deliver deposits in sealed tamper-proof plastic security deposit bags that meet the standards described in the Bank’s guidelines and contain only Cash and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer’s authority to redeem food stamps. The Bank will open the bags and process the deposits. (a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer’s deposit slip. This receipt is not an acknowledgment of the contents of any bag.
2.3. Courier Service through the use of a Smart Safe or Recycler Machine. The Customer may use the services of a courier that has been authorized by the Bank, who will act solely as the Customer’s agent. The courier must comply with the Bank’s guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. The Customer will receive Advance Credit only for Cash placed in Deposit Cassette (as defined below) component of the machine. The Customer’s courier is authorized to transmit the Cash information only with regard to the Deposit Cassette component of the machine to the Bank on the Customer’s behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer’s designated account. The courier will deliver the Cash to the Bank as directed by the Bank at the Customer’s expense. The Customer authorizes the Bank to instruct the courier to pick up any Cash for which the Bank has given provisional credit at any time at the Customer’s expense. For purpose of these Service Terms, “Deposit Cassette” is the component of the machine whereby the Customer places Cash into such component and only the courier is able to access such Cash once it is placed in the Deposit Cassette.
2.4. Deposit Presentment and Processing through the use of a Smart Safe or Recycler Machine. The Customer agrees that once the Cash is in the Deposit Cassette component of the machine, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information from the Customer’s courier with regard to deposits or adjustments to the Customer’s deposit account with the Bank. Once the Customer’s courier has completed the verification of the Cash from the Deposit Cassette component of the machine and has transmitted the deposit/adjustment information to the Bank, the Cash is then placed into the Bank’s inventory at the courier’s location. In the event of a dispute related to the amount credited to the Customer’s deposit account, the Customer will initiate its claim and request for an investigation with its courier.
2.5. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer, the receipt provided to the Customer or its agent upon initial presentment or the transmission received from the courier on the Customer’s behalf, the currency will be re-counted for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide, the “Threshold” amount, the Customer’s representative designated in the service implementation questionnaire will be notified of the adjustment, and an adjustment fee will be charged. If the discrepancy is in the Threshold amount or less, the Bank will not adjust the Customer’s account, the Bank will retain the discrepancy amount, and no adjustment fee will be charged. The Bank’s determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer..
2.6. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer’s account, the Bank is not responsible for any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag...
2.7. Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank’s unattended facilities (including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number (“PIN”). The Customer must return all access devices to the Bank upon request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank’s guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer’s Courier is physically present at one of the Bank’s unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility.
2.8. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer’s responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time.
2.9. Geographical Limitations of Cash Deposits. Cash Deposits must be delivered to the Bank by Customer’s courier and from Customer’s physical store/office locations in the United States. Cross-border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited.
H. Positive Pay, Reverse Positive Pay and Payee Verification JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer, in accordance with the provisions set forth in these Service Terms, with one or more of the services listed below (each a "Service") that help prevent check fraud on deposit accounts by identifying discrepancies between checks (“Items”) presented to the Bank for payment from the Customer’s demand deposit account associated with the Service (the “Account”) and those Items that are issued by Customer. The provisions of the Bank’s account documentation, including terms and conditions governing the operation of business accounts and services as well as other service guides or material (the “Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms.
1. Services.
With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to Items being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on Items being presented for payment and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information and the Bank compares such information against the payee names on Items being presented. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account.
2. Issuance Information.
The following information is defined as “Issuance Information” for each Item: i) Account number on which the Item is drawn; ii) Item serial number; iii) dollar amount; iv) issue date, (not as part of Reverse Positive Pay); and v) for Payee Verification only, the payee name. For Positive Pay and Payee Verification, the Customer will provide the Bank the Issuance Information by the banking day on which the Customer issues Items by means of a mutually agreed upon transmission method. The Bank will compare the Issuance Information with the Items presented to the Bank for payment against the Account. For Reverse Positive Pay, the Bank will send the Customer the Issuance Information and the Customer will compare such information with the Items they have issued.
3. Discrepancies.
For Positive Pay and Payee Verification, if an Item is presented to the Bank for which it has not received timely Issuance Information or that contains information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented to the Bank for payment. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment (“Presentment Decision”). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is not authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any instructions by the Customer which it receives and which it reasonably believes to be genuine. If a Customer attempts to change an instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request.
4. Payee Verification Additional Terms.
For Payee Verification, Customer acknowledges that Items which have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACH transactions. If Customer fails to provide the Issuance Information in the file format required by the Bank, the Bank will not be
liable for failing to detecting any discrepancy between the Item and the Issuance Information or for processing and payment of such Item. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification service (the “Threshold Amount”). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer’s Account; however, Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to Payee Verification, the Bank will compare the payee name provided in the Issuance Information to the payee lines contained in the name/address block identified on the Item (presented as provided for in the Bank’s set-up requirements) and will otherwise be limited to those parameters specifically agreed to by the Customer and Bank.
5. Voided Items.
The Customer agrees to place a void on an Item in the Issuance Information only with respect to Items that are not in circulation. If the Customer decides to stop pay an Item that it has already issued, the Customer is required to place a Stop Payment request pursuant to the relevant terms of the Account Documentation, outside of these services.
6. Item Payment.
The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any Item for the presence or authenticity of any signature or to determine whether any signature is authorized.
The Customer acknowledges that the Bank’s adherence to these procedures in these terms, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account.
7. Over the Counter Presentment.
The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations. If an Item is presented for encashment at one of the Bank’s branch locations at the teller line and the account is under the Positive Pay or Payee Verification Service, the Customer authorizes the Bank to pay such Item based upon the Positive Pay information at the teller line. If an Item is presented for encashment at one of the Bank’s branch locations at the teller line and the account is under the Reverse Positive Pay Service, (i) the Customer authorizes the Bank to pay such Item pursuant to the Bank’s policies and procedures for encashment, (ii) Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services; and (iii) Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over-the-counter. The Bank may charge a person who cashes an Item drawn on the Customer’s Account a fee at the time of encashment.
I. Electronic Channels
1. Service and Service Terms.
The Bank will provide a service (the “Service”) for electronic access to the Customer’s account information, reports and data (collectively, “Data”) and for the electronic transmission to the Bank of messages, service requests, and payment and non-payment instructions (each an “Instruction”) and from the Bank of messages, notifications and alerts, via the J.P. Morgan Access® OnlineSM, J.P. Morgan Access® MobileSM, J.P. Morgan Hostto-Host/managed file transfer and J.P. Morgan Treasury Services API channels. The Bank reserves the right to modify the applications and products available via the Service. The Service is governed by these terms (the “Service Terms”), which incorporate the Bank’s terms governing the business accounts and services, including service terms that govern the Bank’s processing of Instructions transmitted via the Service (collectively, the “Account Documentation”), as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used in these Service Terms, and not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Customer.
2. Security Procedures and Other Controls
2.1. General. The security procedures for each channel are set forth below, as may be modified on notice to the Customer through any medium (each, a “Security Procedure”). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Controls unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification to the procedures and requirements that are designed to strengthen the Security Procedures.
2.2. Security Procedures for Access Online and Mobile Channels.
2.2.1. Access Online. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Online channel is validation of a user ID and confidential password of an Authorized User (as defined in Section 2.5 below), a token code generated by a Bank issued or approved security device (“Security Device”) assigned to that Authorized User and Bank transaction review as specified in Section 2.4.
2.2.2. Access Mobile. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Mobile channel is either (i) validation of the registration with the Bank of the mobile device, a biometric identifier, and the private swipe key of an Authorized User (as defined in Section 2.5 below) and transaction review as specified in Section 2.4 or (ii) validation of a user ID and confidential password of an Authorized User (as defined in Section 2.5 below), a token code generated by Security Device assigned to that Authorized User and transaction review as specified in Section 2.4.
2.2.3. Controls Offered to Customer. For Access Online and Mobile, the Customer may choose to apply certain controls offered by the Bank to the Customer from time to time designed to reduce the Customer’s risk of erroneous or unauthorized transactions. The Customer is responsible for choosing controls that are appropriate for the Customer taking into account, among other things, the nature and scale of the Customer’s business, including the size, type and frequency of payment orders normally issued to the Bank, and the nature of its technical environment, internal accounting controls and information security policies and procedures (collectively, “Customer Internal Controls”). The Security Procedure that is established by agreement of the Customer and the Bank herein is established in view of the Customer Internal Controls applied by the Customer.
2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer and API Channels. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Host-to-Host/managed file transfer and API channels is authentication of a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the “Signature Certificate”) and transaction review as provided in Section 2.4. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of a corresponding security key (the “Transport Certificate”) and the Signature Certificate. Each of the Signature Certificate and the Transport Certificate are referred to herein as a “Certificate” and the corresponding security key as a “Security Key”.
2.3.1. Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates and Security Keys notified to the Customer, including but not limited to Certificate validity period, key strength and cryptographic specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and any other information in the manner and form designated by the Bank. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator ("Security Administrator"), notwithstanding that such Security Administrator may be a third party agent acting on behalf of the Customer.
2.3.2. Certificate Expiration. Notwithstanding any courtesy notifications the Bank may send to the Customer regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration.
2.4. Transaction Review. In addition to the Security Procedures described above, the applicable Security Procedure for each channel also includes transaction review based on various risk characteristics. The transaction review shall be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call-back verification, may be required to complete certain transactions identified by the Bank through transaction review.
2.5. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures and Security Devices are known to and used (i) in the case of Access Online and Mobile, only by individuals designated as users by the Security Administrators (“Authorized Users”), or, (ii) in the case of the Host-to-Host/managed file transfer and API channels, only by the Security Administrators. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure or a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device or any aspect of the Security Procedures at any time without prior notice and will inform the Customer of the same. In addition, each Customer must implement its own physical and logical security, as well as management controls, that appropriately protect the hardware, software, and access controls used in the transaction process from unauthorized access and use.
2.6. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in Section 2.7 below. The Bank is entitled to rely on any such designation of a Security Administrator. The Customer agrees to notify the Bank of any change in Security Administrators in the manner and form designated by the Bank. Any such change shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it.
2.7. Security Administrator Responsibilities. Each Security Administrator shall be authorized by the Customer to and be responsible for (i) designating individuals as Authorized Users with respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service that each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements with respect to the Access Online and Mobile channels; (iv) managing the Customer’s Certificates and corresponding Security Keys with respect to the Host-to-Host/managed file transfer and API channels; (v) receiving and distributing materials, notices, documents and correspondence relating to the Security Procedures; and (vi) advising each Authorized User of his/her obligations hereunder or under any of the applicable Account Documentation. The Security Administrators shall provide to the Bank, upon the Bank’s request, a list of Authorized Users for the Access Online and Mobile channels. In the absence of a valid designation of a Security Administrator at any time or in the event that, after reasonable efforts, the Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices and materials and deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts.
2.8. Processing. The Customer acknowledges that the application of the Security Procedures and any controls unilaterally implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction.
3. Open Network Access; Equipment
THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL
WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY
DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT
OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE, WITHOUT DELAY OR UNINTERRUPTED.
The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, “System”) necessary for the Customer to access and use the Service in accordance with the Bank’s recommended system configuration. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software. The Customer shall at all times maintain current and effective anti-virus, anti-spyware or other security software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks and liabilities associated with the operation, performance and security of its System and the use of the Internet or other open networks, failure or use of Customer’s or third party equipment, hardware, browsers, operating systems and/or other software or programs, and services or persons outside of the Bank’s control, and the Bank disclaims all such risks. The Customer shall not use any equipment, hardware, software or program that harms the Bank. The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses arising, directly or indirectly, from the Customer’s use of Customer’s or third-party software or program. The Bank may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.
4. Instructions; Data
4.1. The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions given to the Bank’s in the Customer’s name and verified through the applicable Security Procedure.
4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to email addresses, fax and telephone number(s).
5. Customer Warranties
The Customer represents, warrants and covenants to the Bank that: (i) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing or electronically the geographic location of its Authorized Users and shall provide all updates to such information; (iii) the Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized; and (iv) the Security Procedures offered to the Customer conform to the Customer’s wishes and needs and the Customer has not requested Security Procedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and covenants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms.
6. Miscellaneous
6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer’s Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction set forth in the attached Exhibit shall apply to the use of the Service by such Authorized Users.
6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without reference to the conflict of laws rules thereof).
6.3. All disputes relating to or in connection with these Service Terms solely arising outside the United States shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises solely in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English, except that (a) disputes solely between a Customer domiciled in the People’s Republic of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with its rules in effect at the time an application is made, with the place of arbitration being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer domiciled in Taiwan shall be irrevocably submitted to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located
in the borough of Manhattan in New York City. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City.
7. Mobile
7.1. Accepting use of the Bank’s SMS text notification service and/or Access Mobile channel constitutes the Customer’s authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer’s agent. Such providers may not encrypt communications.
7.2. Authorized Users may be required to accept an application agreement or license in order to download Access Mobile. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services.
7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.
Exhibit A - Jurisdiction Specific Provisions
A. Australia & New Zealand
To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, (“GST”), the fees payable in respect of that taxable supply (“original amount”) will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount.
B. Indonesia
The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms.
Section 4.2 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.”
C. Malaysia/Labuan
In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia (excluding Labuan) references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank Berhad. In relation to accounts held in Labuan and/or where the Service is provided in Labuan, references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank, N.A., Labuan Branch. The Service provided by J.P. Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website.
D. Republic of China (Taiwan)
Section 4.2 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.”
The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service.
E. European Union.
The Customer acknowledges that it is not a "consumer" for the purpose of the European Union’s Electronic Commerce Directive (“ECD”) (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a nonconsumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com. (i) Details of the Bank’s processing activities of personal data can be found in its EMEA Privacy Policy, which is available on the Bank’s website at www.jpmorgan.com/privacy/EMEA. The Bank’s EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer’s underlying data subjects.
(ii) The Customer agrees that it has established rights necessary to provide personal data to the Bank and that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable privacy laws.
©2018 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC.
Eligibility for particular products and services is subject to final determination by J.P. Morgan and/or its affiliates.
SR-23-059
City of Desert Hot Springs
City Council
AGENDA ITEM REPORT
To: City Council
Date: March 21, 2023
Department: City Manager
Prepared by: Christina Newsom, Compliance Director
Subject: Contract Code Compliance Officer Professional Services Agreement RECOMMENDATION:
Authorize the City Manager to execute a Professional Services Agreement between the City and Willdan Engineering, Inc. for Code Compliance Officer services on an as-needed and as-directed basis in an amount not to exceed $300,000; with approval as to form by the City Attorney.
BACKGROUND:
The Code Compliance Division currently has three full-time staff Code Compliance Officer positions and one part-time Code Compliance Officer. Below is a brief overview of their position’s duties and responsibilities.
Full Time Code Compliance Officers:
1)Assigned to everything North of Pierson Blvd.
• Conducts both interior and exterior inspections of commercial and residential properties • Responds to emergencies such as fires, and flooding, and abates dangerous buildings as necessary
• Conducts sweeps of illegal vendors
o Including partnering with other agencies
• Rotates for on-call weekend enforcement
2) Assigned to everything South of Pierson Blvd.
• Conducts both interior and exterior inspections of commercial and residential properties • Responds to emergencies such as fires, and flooding, and abates dangerous buildings as necessary
• Conducts sweeps of illegal vendors
o Including partnering with other agencies
• Rotates for on-call weekend enforcement
3)Assigned to short term vacation rentals (FT)
SR-23-059
• Conducts inspections of the interior of STVRs for new permits and renewals • Reviews and approves vacation rental permits
Part-Time Code Compliance Officer:
1) Assigned to Cannabis Compliance
• Conducts interior and exterior inspections of Cannabis Facilities • Oversees regulatory permit revocation
• Oversees enforcement related to delinquent cultivation and sales tax In May of 2022, the Code Compliance Division contracted two Code Compliance Officers for focused enforcement in the City’s commercial and residential zones. The officers were contracted as a part of a pilot project that focused on enforcement actions that amplified the City’s beautification efforts.
The regulation of shopping centers, strip malls, and commercial properties contributes to a vibrant business community that promotes economic development while ensuring a safe and thriving consumer environment for residents and visitors alike. To achieve this objective, the contract Code Officer assigned to the commercial zones has worked to develop relationships with business owners, and commercial property owners, and process permits for shopping cart containment.
Additionally, he has worked to gain voluntary compliance whenever possible to avoid issuing administrative citations. Moreover, he has helped to establish the Desert Hot Springs Small Business Grant guidelines and application process. Furthermore, he removes abandoned shopping carts from the public right-of-way daily and works with local retrieval companies to pick up the carts he has impounded. His continued efforts in our commercial zones ensure that all of the City’s commercial properties comply with the Desert Hot Springs Municipal Code and that they are maintained in accordance with the conditions of their development and conditional use permits.
The regulation of residential properties is to protect the health and safety of residents, maintain property values, and educate residents and property owners on how to comply with municipal codes. To achieve this objective, the contract Code Officer assigned to the residential zones is focused on blight, junk, trash, lack of landscape, and dilapidated fences/walls. His work is focused on achieving voluntary compliance whenever possible, and working with property owners and residents to promote safe and thriving residential communities. Additionally, he removes trash, junk, and illegal signage from the public right-of-way daily. His continued efforts in our residential zones contribute to the overall cleanliness and maintenance of our residential neighborhoods.
Continued focused enforcement efforts contribute to the City’s beautification efforts and concentrate on maintaining compliance long term. These contract Code Compliance Officers allow the City Staff Code Compliance Officers the ability to concentrate on life safety matters and specialized enforcement such as cannabis and vacation rental enforcement.
DISCUSSION:
In order to continue all code compliance efforts with current City Staff and current Contract Code Officers, Staff is recommending the approval of the professional services agreement for Code Compliance staffing with Willdan in an amount not to exceed $300,000 for a three year term.
SR-23-059
The scope of work of the agreement includes providing as-needed Code Compliance staffing to the City, for a term of three (3) years.
FISCAL IMPACT:
This new agreement is for an amount not to exceed $300,000 for a term of three (3) years. There is funding available for the remainder of FY22-23 in the Contract Services line item for the Code Enforcement Department, account 245-4320-42-24-0000. Sufficient appropriations for the remainder of the agreement will be included in the FY 23-24 Budget.
Amount spent for the previous contract per fiscal year are as follows:
• FY21-22: $19,338
• FY22-23: $65,520
ATTACHMENTS:
Exhibit 1 - Willdan Professional Services Agreement
Exhibit 2 - Willdan Scope of Work
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN
CITY OF DESERT HOT SPRINGS
AND
WILLDAN ENGINEERING, INC.
This Professional Services Agreement (“Agreement”)
is made and entered into this 21 day of March, 2023, by and between the City of Desert Hot Springs, a municipal
corporation located in the County of Riverside, State of California, hereinafter referred to as the “City,” and Willdan Engineering, a California corporation, hereinafter referred to as “Consultant.”
RECITALS:
WHEREAS, the City desires to utilize the services of
Consultant, as an independent contractor, to provide the City with services related to code compliance in specialized areas as directed by the City on an as needed basis
(sometimes hereinafter, the “Services”), as described in more particularity in Exhibit “A,” attached hereto and
incorporated herein by this reference as the “Scope of
Services”; and
WHEREAS, Consultant represents that it is fully
qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
NOW THEREFORE, IN CONSIDERATION OF THE
COVENANTS, CONDITIONS AND PROMISES
CONTAINED HEREIN AND FOR SUCH OTHER GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and
are hereby incorporated into this Agreement by this
reference, as though set forth in full herein.
Section 2. SCOPE OF SERVICES
Consultant shall provide to the City the Services on
an as-needed and as-directed basis in a manner satisfactory to the City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions, as described in more detail in the Scope of Services. In the event a conflict exists between this Agreement and the
Scope of Services, the former shall supersede.
Section 3. TERM
This Agreement shall commence as of the date in the
opening paragraph of this Agreement and shall continue in force and effect for three (3) years, or until terminated, in accordance with Section 7 of this Agreement, subject to allocation of funds pursuant to a duly approved City budget. .
Section 4. COMPENSATION
The City agrees to pay the Consultant for and in
consideration of the faithful performance of the Services and duties set forth in this Agreement, and Consultant agrees to accept from the City as and for compensation for the faithful performance of said Services and duties, Three Hundred
Thousand Dollars and Zero Cents ($300,000.00) (for a
period of one year and four-month term) for two contract Code Compliance Officers and shall provide forty (40) hours a week each for a total working hours of eighty (80) Services to the City, subject to Section 2 of this Agreement.
Section 5. METHOD OF PAYMENT
a. Consultant shall submit invoices to the City, not
more often than once a month, describing the work
performed. Consultant’s bills shall include a brief description of the services performed, the date the services were
performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. The City shall pay Consultant no later than thirty (30) days after approval of the invoice by City staff provided that the services reflected in the invoice were performed to the reasonable satisfaction of the City in accordance with the terms of this Agreement, that the number of hours of service set forth in the invoice reflect the amount of time ordinarily expended for such
service by members of the profession currently practicing in the same locality under similar conditions, and that all expenses, rates and other information set forth in the invoice are consistent with the terms and conditions of this
Agreement. Review and approval of invoice by City staff will occur within thirty (30) calendar days of receipt of invoice via email.
b. The Consultant shall submit invoices under this
Agreement to:
Doria Wilms
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA 92240
Telephone: (760) 329-6411
Facsimile: (760) 288-3129
Email: [email protected]
Section 6. EXTRA WORK
At any time during the term of this Agreement, the
City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is
determined by the City to be necessary for the proper
completion of the Services, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform Extra Work without written authorization from the City.
Section 7. TERMINATION
This Agreement may be terminated by the City
immediately for cause. Either party may terminate this
Agreement without cause upon twenty-four hours (24) hours written notice of termination to the other party. Upon
termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination, provided that Consultant shall have satisfied all its
obligations under this Agreement through and including the effective date of termination.
Section 8. OWNERSHIP OF DOCUMENTS
All plans, studies, documents and other writings
prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to
Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party.
Consultant shall, at its expense, provide such reports, plans, studies, documents and other writings in pdf format to the City upon written request.
Section 9. CONFIDENTIALITY
a. All ideas, memoranda, specifications, plans,
procedures, drawings, photographs, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Consultant in connection with the performance of this
Agreement shall be held confidential by Consultant. Such materials shall not, without prior written consent of the City, be used by Consultant for any purposes other than the
performance of the services under this Agreement, nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed
confidential.
b. Consultant shall not use the City’s insignia or
photographs relating to Consultant’s Services, or any
publicity pertaining to the Consultant’s Services under this Agreement in any magazine, trade paper, newspaper,
television or radio production or other similar medium without the prior written consent of the City.
Section 10. CONSULTANT’S BOOKS AND
RECORDS
a. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Consultant pursuant to this Agreement.
b. Consultant shall maintain all documents and
records which demonstrate performance under this
Agreement for a minimum of three (3) years, or for any
longer period required by law, from the date of termination or completion of this Agreement.
c. Any records or documents required to be
maintained pursuant to this Agreement shall be made
available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where the City has reason to believe that such
records or documents may be lost or discarded due to
dissolution, disbandment or termination of Consultant’s business, the City may, by written request of any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained at City Hall. Access to such records and
documents shall be granted to any party authorized by
Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.
Section 11. INDEPENDENT
CONTRACTOR’S STATUS:
NOT AGENT OF THE CITY
Consultant shall at all times during the term of this
Agreement remain, as to the City, a wholly independent
contractor and shall perform the services described in this Agreement as an independent contractor and further, hereby waives any claims for any compensation or benefits afforded to City employees and not to independent contractors.
Neither the City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as herein set forth. Nothing contained in this
Agreement shall be deemed, construed or represented by
the City or Consultant or by any third person to create the
relationship of principal and agent and Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or
employees of the City. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever.
Section 12. REPRESENTATIONS AND
ACKNOWLEDGMENTS
REGARDING INDEPENDENT
CONTRACTOR’S STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the
following:
(1) The City is not required to provide any
training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described
in this Agreement does not have to be integrated into the daily business operations of the City.
(3) The services described in this
Agreement can be performed without the use of City
equipment, materials, tools or facilities.
(4) Nothing in this Agreement shall be
interpreted to imply that the City must maintain any
contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The City will not be requested or
demanded to assume any liability for the direct payment of any salary, wage or other such compensation to any person employed by Consultant to perform the services described in this Agreement.
(6) Consultant shall not at any time or in
any manner represent that it or any of its officers,
employees, or agents are employees of the City.
b. The City represents and acknowledges the
following:
(1) Consultant is not required to comply
with daily instructions from City staff with respect to when, where or how Consultant must perform the services set forth in this Agreement.
(2) Consultant is solely responsible for
determining who, under the supervision or direction of
Consultant, will perform the services set forth in this Agreement.
(3) The City will not hire, supervise or pay
any assistants working for Consultant pursuant to this
Agreement.
(4) Nothing in this Agreement shall be
interpreted to imply that the Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(5) It is the sole responsibility of Consultant
to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.
(6) Consultant is not required to devote full
time to the business operations of the City in order to perform the services set forth in this Agreement.
(7) Consultant is not required to perform the
services set forth in the Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be
interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
(9) Consultant is not required to perform the
Services at City-owned property.
Section 13. CIVIL CODE SECTION 1542
WAIVER
Consultant expressly waives any and all rights and
benefits conferred upon it by the provisions of section 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims which
the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his
or her settlement with the debtor.”
This waiver shall be effective as a bar to any and all
actions, fees, damages, losses, claims, liabilities and demands of whatsoever character, nature and kind, that are known or unknown, or suspected or unsuspected, including, without limitation, claims of entitlements under the California Public Employees’ Retirement System (“CalPERS”) that are only afforded to employees and not independent
contractors. Consultant further represents and warrants that it understands this waiver and that if it does not understand this waiver, it shall seek the advice of a qualified attorney before executing this Agreement.
__________
Initials
Section 14. CONFLICTS OF INTEREST
a. Consultant (including principals, associates
and professional employees) covenants and represents that it does not have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source or
income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further
covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
b. Consultant is not a designated employee within
the meaning of the Political Reform Act because Consultant:
(1) Does not make or participate in:
(i) the making or any governmental
decisions regarding approval of a
rate, rule, or regulation, the
adoption or enforcement of laws;
(ii) the issuance, denial, suspension
or revocation of permits, licenses,
applications, certificates,
approvals, orders, or similar
authorization or entitlement;
(iii) authorizing the City to enter into,
modify, or renew a contract;
(iv) granting the City approval to a
contract that requires City
approval and to which the City is
a party, or to the specifications
for such a contract;
(v) granting the City approval to a
plan, design, report, study, or
similar item; or
(vi) adopting, or granting City
approval of, policies, standards,
or guidelines for the City or for
any subdivision thereof.
(2) Does not serve in a staff capacity with
the City and in that capacity participate in making a
governmental decision or otherwise perform the same or
substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code under Government Code Section 87302.
c. In the event the City officially
determines that Consultant must disclose its
financial interests by completing and filing a
Fair Political Practices Commission Form 700,
Statement of Economic Interests, Consultant
shall file the subject Form 700 with the City
Clerk’s Office pursuant to the written
instructions provided by the Office of the City
Clerk.
Section 15. PROFESSIONAL ABILITY OF
CONSULTANT; WARRANTY;
FAMILIARITY WITH WORK;
PERMITS AND LICENSES
a. Consultant warrants that all services will be
performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.
b. By executing this Agreement, Consultant
warrants that:
(1) it has thoroughly investigated and
considered the work to be performed;
(2) it has investigated the issues, regarding
the scope of services to be provided;
(3) it has carefully considered how the work
should be performed; and
(4) it fully understands the facilities,
difficulties and restrictions attending
performance of the work under this
Agreement.
c. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City Manager or appropriate City representative.
d. Consultant represents that it and all of its
subcontractors, if any, have obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.
Section 16. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state and
federal laws and regulations applicable to the services required hereunder.
Section 17. INDEMNIFICATION
a. Consultant shall defend, indemnify and hold
harmless the City, its officers, officials, agents, employees and volunteers from and against any and all claims,
demands, actions, losses, damage, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of the performance of this Agreement, except for any such claim arising out of the sole negligence, recklessness, or willful misconduct of the City, its officers, agents, employees or volunteers.
b. The City does not, and shall not, waive any
rights that it may have against Consultant under this Section because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless,
indemnification and duty to defend provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim,
demand, action, damage, liability, loss, cost or expense described herein.
c. Notwithstanding the provisions of subsections
a. and b. of this section, Consultant shall not be responsible for damages or be in default or deemed to be in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, or the failure of the City to furnish timely information or to approve or disapprove Consultant’s work promptly, or by reason of delay or faulty performance by the City, construction contractors, or governmental agencies, or by reason of any other delays beyond Consultant’s control, or for which Consultant is without fault.
d. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS
benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.
Section 18. INSURANCE REQUIREMENTS
a. Policies. Consultant, at Consultant’s sole cost
and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies:
(1) Worker’s Compensation Coverage.
Consultant shall maintain Worker’s Compensation Insurance and Employer’s Liability Insurance for its employees in accordance with the laws of the State of California, of an amount not less than one million dollars ($1,000,000) per accident. In addition, Consultant shall require each
subcontractor to similarly maintain Worker’s Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. If any class of employees
employed by Consultant pursuant to this Agreement is not protected by the California State Worker’s Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City.
This provision shall not apply if Consultant has no
employees performing work under this Agreement.
Consultant agrees to waive its statutory immunity under any worker’s compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved in the Services to do the same. (2) General Liability Coverage. Consultant
shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence, combined single limit coverage for bodily injury, personal injury and property damage associated with work contemplated in this Agreement. If a commercial general liability insurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Consultant shall provide insurance on an occurrence, not claims-made basis.
Consultant acknowledges and agrees that, for purposes of clarification with the intention of avoiding gaps in coverage with any umbrella or excess coverage, personal and
advertising injury coverage shall be triggered by an “offense” while bodily injury and property damage coverage shall be triggered by an “occurrence” during the policy period. The
coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CG 00 01 12
07 or any updated form thereof.
(3) Automobile Liability Coverage.
Consultant shall maintain automobile liability insurance covering bodily injury, personal injury and property damage for all activities of the Consultant arising out or of in connection with the work to be performed under this
Agreement, including coverage for owned, hired and nonowned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each
occurrence, and two million dollars ($2,000,000) in the aggregate. As an alternative, Consultant shall be permitted to obtain a non-owned automobile endorsement to its
comprehensive general liability insurance providing the same protection and coverage as though Consultant were to provide separate commercial vehicle liability insurance as set forth in this paragraph. The coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CA 00 01 or any updated form thereof. (4) Professional Liability Coverage.
Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s Services, whether such Services are performed by Consultant or by its employees, subcontractors, or subconsultants, to the extent such persons other than Consultant are permitted to perform any of the Services under this Agreement. The amount of this insurance shall not be less than one million dollars ($1,000,000) per claim, and two million dollars ($2,000,000) in the aggregate.
b. Endorsements. Unless otherwise specified
hereunder, each insurance policy required herein shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
(1) Except as otherwise provided by law,
the City, its elected or appointed officers, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or
operations.
(2) This policy shall be considered primary
insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have shall be considered excess
insurance only and shall not contribute with it.
(3) This insurance shall act for each insured
and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
(4) The insurer waives all rights of
subrogation against the City, its elected or appointed
officials, officers, employees or agents.
(5) Any failure to comply with reporting
provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
(6) The insurance provided by this policy
shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.
c. Deductibles and Self-Insured
Retentions. Consultant shall disclose to and
obtain the approval of City for any self-insured
retentions and deductibles before beginning
any of the services or work called for by any
term of this Agreement. During the period
covered by this Agreement, only upon the prior
express written authorization of the City
Manager, Consultant may either reduce or
eliminate such deductibles or self-insured
retentions with respect to City, its officers,
employees, agents, and volunteers. The City
Manager may condition approval of any
reduction or elimination in deductible or selfinsured retention levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations,
claim administration, and defense expenses
that is satisfactory in all respects to each of
them.
d. Certificates of Insurance. , Consultant shall
provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this
Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.
e. Imposition of Insurance Requirements.
Provided the City gives its written consent for any persons other than Consultant to perform any part of the Services, Consultant agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Consultant enters into contracts or whom Consultant hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance
coverage required herein, at minimum, and name as
additional insureds the parties to this Agreement consistent with Section 18b(1) hereof. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section.
f. Maintain Coverages. In the event this
Agreement is terminated for any reason prior to the
completion of all obligations and requirements of this
Agreement, Consultant agrees to maintain all coverages
required herein until the City provides written authorization to terminate the coverages following the City’s review and determination that all liability posed under this Agreement as to the party providing insurance has been eliminated.
g. Failure to Obtain Coverages. Consultant
agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the
coverage required herein is maintained by any
subcontractors or others involved in any way with the
performance of Services, to the extent such is permissible under this Agreement, Consultant shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City or its officers, employees, servants, volunteers, agents and
independent contractors.
h. Notice of Cancellation or Reduction in
Coverage. In the event that any coverage required in this Agreement is canceled, reduced, limited, or materially
affected in any other manner, Consultant shall provide
written notice to the City either by facsimile and/or via certified mail, at Consultant’s earliest possible opportunity and in no case later than fifteen (15) calendar days after Consultant is notified of the change in coverage.
Section 19. NOTICES
a. Any notice to be provided pursuant to this
Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as
follows:
To the City: Doria Wilms
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA
92240
Telephone: (760) 329-
6411
Facsimile: (760) 288-
3129
Email:
[email protected]
To Consultant: Albert Brady
Willdan Engineering
13191 Crossroads
Parkway North, Suite 405
Industry, CA 91746
562-908-6300
b. Notices, payments and other documents shall
be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
Section 20. DEFAULT
a. Failure or delay by any party to this Agreement
to perform any material term or provision of this Agreement
shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. b. The party which may claim that a default has
occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a party in asserting any
of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default of any party to this
Agreement may remain uncured for more than fifteen (15) calendar days following written notice, as provided above, a "material breach" shall be deemed to have occurred. In the event of a material breach, the injured party shall be entitled to seek any appropriate remedy or damages as otherwise
set forth herein and by initiating legal proceedings.
Section 21. REMEDIES
If Consultant materially breaches any of the terms of
this Agreement, the City’s remedies shall include, but shall not be limited to, the following:
a. Immediately terminate the Agreement;
b. Retain the plans, specifications,
drawings, reports, design documents, and any
other work product prepared by Consultant
pursuant to this Agreement;
c. Retain a different consultant to
complete the Services that are not finished by
Consultant.
Section 22. ENTIRE AGREEMENT
a. This Agreement supersedes any and all other
agreements, either oral or written, between the City and Consultant with respect to the subject matter of this
Agreement.
b. This Agreement contains all of the covenants
and agreements between the parties with respect to the
subject matter of this Agreement, and each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements have been made by
or on behalf of any party except those covenants and
agreements embodied in this Agreement.
c. No agreement, statement, or promise not
contained in this Agreement shall be valid or binding.
Section 23. MODIFICATIONS AND
AMENDMENTS
This Agreement may be modified or amended only by
a written instrument signed by both parties.
Section 24. ASSIGNMENT AND
SUBCONTRACTING
a. The experience, knowledge, capability and
reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Assignments of any or all rights, duties or
obligations of the Consultant under this Agreement will be permitted only with the written consent of the City.
b. Consultant shall not subcontract any portion of
the work to be performed under this Agreement without the written consent of the City. If the City consents to such subcontract, Consultant shall be fully responsible to the City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as required by law.
Section 25. WAIVER
a. No waiver shall be binding, unless executed in
writing by the party making the waiver.
b. No waiver of any provision of this Agreement
shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either party to enforce any provision
of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this
Agreement.
Section 26. SEVERABILITY
If any one or more of the sentences, clauses,
paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein.
Section 27. VENUE
All proceedings involving disputes over the terms,
provisions, covenants or conditions contained in this
Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California.
Section 28. LITIGATION EXPENSES AND
ATTORNEYS’ FEES
In the event any action, suit or proceeding is brought
for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the
prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable
attorney's fees, from the losing party, and any judgment or
decree rendered in such a proceeding shall include an
award thereof.
Section 29. EXECUTION IN
COUNTERPARTS
This Agreement may be executed in several
counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least a copy hereof shall have been signed by both parties hereto. Electronic and facsimile signatures shall be deemed the same as original signatures. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Section 30. PROHIBITED INTERESTS
Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of the City, during the term of his or her service with the City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
Section 31. EQUAL OPPORTUNITY
EMPLOYMENT
Consultant represents that it is an equal opportunity
employer and shall not discriminate against any
subcontractor, employee, or applicant (“person”) for
employment because of race; denial of family and medical care leave; religious creed (including religious dress and grooming practices); color; national origin (including
language use restrictions); ancestry; physical disability or mental disability (including HIV and Aids); medical condition (cancer and genetic characteristics); genetic information; military or veteran status; marital status; gender, gender
identity, and gender expression; sex (which includes
pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding); age or sexual orientation. Unless otherwise permitted under the law, Consultant shall not refuse to hire or employ any such person or refuse to select any such person for a training program leading to employment, or bar or discharge any
such person from employment or from a training program
leading to employment, or otherwise discriminate against any such person in compensation or in terms, conditions, or privileges of employment.
Section 32. TIME OF THE ESSENCE
Time is of the essence in the performance of this
Agreement.
Section 33. PRINCIPAL
REPRESENTATIVES
a. _____ shall be Consultant's Principal
Representative and the person responsible for undertaking, managing and supervising the performance of all of the
Services for this Agreement. Consultant's Principal
Representative's experience, knowledge, capability and
reputation were a substantial inducement for the City to enter into this Agreement, and as such, for the purposes of performing the Services, the duties of Consultant's Principal Representative shall not be reassigned, without the express written consent of both parties.
b. Doria Wilms, shall be the Principal
Representative of the City for purposes of communicating with Consultant on any matter associated with the
performance of the services set forth in this Agreement.
Section 34. NON-LIABILITY OF CITY’S
OFFICERS AND EMPLOYEES
No officer or employee of the City shall be personally
liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Consultant or to its successor, or for any breach of any obligation of the terms of this Agreement.
Section 35. INTERPRETATION
This Agreement shall not be interpreted against either
party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it.
Section 36. PROTECTION AND
CORRECTION OF WORK
a. Consultant shall adopt reasonable methods
during the life of the Agreement to furnish continuous
protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages.
b. The performance of services by Consultant
shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City, when such inaccuracies are due to the fault of Consultant.
Section 37. CAPTIONS AND HEADINGS
The captions and headings contained in this
Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or
heading.
Section 38. GOVERNING LAW
The validity of this Agreement and any of its terms or
provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 39. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
Section 40. NO THIRD PARTY
BENEFICIARIES
The parties do not intend the benefits of this
Agreement to inure to any third party, nor shall any provision of this Agreement be so construed.
Section 41. OTHER GOVERNMENTAL
REGULATIONS
To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity,
Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
Section 42. REPRESENTATIONS OF
PARTIES AND PERSONS
EXECUTING AGREEMENT
a. Each of the parties to this Agreement hereby
represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the parties hereto.
b. The persons executing this
Agreement warrant that they are duly
authorized to execute this Agreement on behalf
of and bind the parties each purports to
represent.
Section 43. SUCCESSORS AND ASSIGNS
The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties hereto.
Section 44. SURVIVAL
All obligations arising prior to any termination of this Agreement and all provisions of this Agreement allocating liability between the City and Consultant shall survive any such termination.
Section 45. FINGERPRINTING
Consultant hereby acknowledges that the people
working with the City must pass a background check and
that s/he is required to be livescanned (fingerprinted) by the City of Desert Hot Springs Police Department, at
Consultant’s expense, prior to execution of this Agreement.
In the event Consultant does not do so prior to execution, Consultant agrees to do so immediately following execution hereof.
Section 46. USE OF RECYCLED
PRODUCTS
Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the date first written above.