ATTACHMENT C
PROPOSER’S CERTIFICATION
I hereby propose to furnish the goods or services specified in the Request for Proposals (“RFP”). I agree that my proposal will remain firm for a period of up to ninety (90) days in order to allow the City of Roseville (“City”) adequate time to evaluate the qualifications submitted.
I have carefully examined the Request for Proposals and any other documents accompanying or made a part of this RFP. The information contained in this proposal is true and correct to the best of my knowledge and is signed under penalty of perjury under the laws of the State of California. I further certify that I am duly authorized to submit this proposal on behalf of the firm as its authorized agent and that the firm is ready, willing and able to perform if awarded the contract.
I further certify that this proposal is made without prior understanding, agreement, connection, discussion, or conspiracy with any other person, firm or corporation submitting a proposal for the same product or service; that this proposal is fair and made without outside control, collusion, fraud or illegal action; that no officer, employee or agent of the City or any other proposer is financially interested in said proposal; that no undue influence or pressure was used against or in concert with any officer, employee or agent of the City in connection with the award or terms of the contract that will be executed as a result of this RFP; and that the undersigned executed this Proposer’s Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so.
_________________________________________________
NAME OF BUSINESS
_________________________________________________
SIGNATURE
_________________________________________________
NAME & TITLE, TYPED OR PRINTED
_________________________________________________
MAILING ADDRESS
_________________________________________________
TELEPHONE NUMBER
_________________________________________________
EMAIL
Type of Organization:
____ Sole Proprietorship ____ Corporation ____ State of Incorporation
________ Partnership ____Limited Liability Company
ATTACHMENT E
NONCOLLUSION DECLARATION TO BE EXECUTED BY
PROPOSER AND SUBMITTED WITH THE PROPOSAL
The undersigned declares:
I am the _________________ of ______________________, the party making the foregoing bid.
The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.
Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on _______________________ [date], at _____________________ [city], ________________ [state].
____________________________________
(Signature of Declarant)
For purposes of Section 15B of the Securities Exchange Act of 1934 (the "Act") (SEC Rule 15Ba1-1 et seq.) (the "Rule"), U.S. Bank, National Association (the "Bank"): (1) is not recommending and will not recommend an action to you; (2) is not providing and will not provide "advice" to you as defined in the Rule, and any information or communication from the Bank in respect of your accounts with the Money Center or the Safekeeping Departments of the Bank (the "Account(s)") or in respect of any securities transaction or potential securities transaction to be executed via the Account(s) is not intended to be and should not be construed as "advice" as defined in the Rule; and (3) the Bank is not acting as an advisor to you and does not owe you any fiduciary duty pursuant to Section 15B of the Act or otherwise with respect to any such Account(s), information, communication, transaction or potential transaction.
You should discuss any information or material provided to you by the Money Center in connection with trading, investing or other activity in the Account(s) with any and all of your internal or external advisors and experts that you deem appropriate before acting on any such information or material.
Investment products are:
- Not a bank deposit - Not FDIC Insured - Not guaranteed by the bank - May lose value - Not insured by any federal government agency U.S. Bank and SinglePoint are registered trademarks of U.S. Bank National Association. ©2019
U.S. Bank Commercial Paper Sweep
Service
Transfer excess balances automatically between your checking and U.S. Bank Commercial Paper sweep account.
Overview
U.S. Bank Commercial Paper Sweep Service automatically moves excess balances between a U.S. Bank checking account and a sweep account that invests in U.S. Bank National Association Commercial Paper. At the end of each business day, excess funds are transferred automatically from your U.S. Bank checking account to the sweep account. Funds from the maturing commercial paper are available in the checking account on the next business day. Commercial Paper Sweep is an effective way to put excess cash to work and earn competitive interest rates.
Key features
• Automate daily transfers. Save valuable time spent transferring money between checking and investment accounts. Daily transfers into and out of your checking account and Commercial Paper Sweep account are automatic. Funds are available whenever you need them.
• Enjoy competitive returns. The Commercial Paper Sweep Service provides competitive interest rates to help you maximize your interest earnings on excess cash. • Establish your minimum checking account balance. Choose a target account balance you want to maintain in your checking account. The U.S. Bank Commercial Paper Sweep Service will invest the funds that are in excess of your established target balance. • Meet a reasonable minimum investment requirement. A minimum investment of $1,000 is required to participate. The full balance above the checking account target balance you establish is automatically transferred as long as there is at least $1,000 available to sweep.
• Understand the risk. The commercial paper investment made by the Commercial Paper Sweep Service is an unsecured, short-term promissory note issued by U.S. Bank National Association.
• Access daily information. Monitor your sweep transactions using information reporting options available through SinglePoint® Information Reporting. • Receive monthly account information. You receive a monthly statement for your Commercial Paper Sweep account. Information on your checking account transactions is provided on your U.S. Bank checking account statement, or you can combine the two into a single statement.
U.S. Bank Account Reconciliation Services File Specifications U.S. Bank Confidential
Account Reconciliation Standard Issue Input Specifications for Mainframe Data Transmission/FTP – 145 Characters – Legacy Please use the standard layout format listed below to produce issue data for transmission to U.S. Bank for your Full Account Reconciliation and Positive Pay services. The file you create should follow the specifications listed below:
• Each record will contain 145 characters.
• Text (Space Delimited) File.
• The decimal is implied.
• Each file may contain multiple accounts.
• You will need to create a total record for each account (after the detail records).
Detail Record1
Field/Column Position Length/Column
Width
Contents Description
1/A 01-02 2 '01' Record Code
2/B 03-14 12 Numeric Account Number2
3/C 15-24 10 Numeric Serial/Check Number2
4/D 25-36 12 $$$$$$$$$$¢¢ Amount2
5/E 37-44 8 MMDDYYYY Issue Date2
6/F 45-45 1 Alpha/Numeric Blank or "V" for Void
7/G 46-85 40 Alpha/Numeric First Payee Name
8/H 86-125 40 Alpha/Numeric Second Payee Name
9/I 126-145 20 Blank Filler
Total Record3
Field/Column Position Length/Column
Width
Contents Description
1/A 01-02 2 '02' Record Code
2/B 03-14 12 Numeric Account Number2
3/C 15-24 10 Numeric Total Detail Records2
4/D 25-36 12 $$$$$$$$$$¢¢ Total Amount2
5/E-I 37-145 109 Blank Filler4
1The Detail Record contains all of the issue data information. 2These fields/columns are right-justified and should be zero-filled. File will still process if not zero-filled. 3The Total Record is a summary of the information in the Detail Record. It is a count of items and a total dollar amount.
4Each record cannot exceed 145 characters, including the line feed/carriage return. Line feed/carriage return should be set at position 145.
Account Reconciliation: Issue Input File Specifications – 145 Ch ar ac ters – Leg ac y 3/2022 U.S. Bank Confidential Page 2 of 2
For questions, call the ARP Installation Group at 800.306.1039 option 4, between the hours of 8 a.m. and 4 p.m.
CT, Monday through Friday.
For transmission connectivity issues or questions, please contact DDS Questionnaire Hotline at 651.962.1925.
Input File Limits: ARP processing limitations currently include a limit of 50 files per Dataset Name (DSN) per hour with a maximum of 99 files per day. The total record count of all files received for a DSN cannot exceed 500,000 records per hour. If we receive files over the limit it may cause loss of data and downstream impacts to your ARP and Positive Pay services along with impacts to your payees and their ability to cash checks.
Deposit products offered by U.S. Bank National Association. Member FDIC. ©2022 U.S. Bank. Revised 3/23/22.
Good people.
Great experience.
Payments power.
Financial Proposal for a
CAL-Card Program
PRESENTED TO
City of Roseville
Nick Rosas
Accounting Manager
SUBMITTED BY
Leslie Massey
Vice President
August 25, 2022
RFP # 10-026
Financial proposal
U.S. Bank proposes that City of Roseville (the City) participate in the NASPO ValuePoint program, a competitively bid and awarded consortium program for commercial card services available to political subdivisions in the State of California. This program has an established footing among many States and their political subdivisions and allows for participation by those entities that assume all responsibility and liability for their performance under the terms and conditions of the program. Each entity must be credit - qualified on its own and must sign a document developed by U.S. Bank for participation. The NASPO ValuePoint program offers the following incentives based on the projections provided by the City . If these projections are inaccurate, we reserve the right to revisit this offer.
We offer the City the CAL-Card program, which is a U.S. Bank Purchasing Card and Virtual Pay program offered in California through the NASPO ValuePoint public-funded agencies. The combined spend volume of the entire NASPO consortium
results in significant financial benefits for all members.
The program allows the City to take advantage of a contract that has already been negotiated, saving valuable time for efficient implementation and training. The CAL-Card program offers a simplified quarterly rebate program and superior customer service. the City will also have a reliable financial partner in U.S. Bank—stable and strong in any economic environment.
Aspects of the program include:
Billing options
We offer central or decentralized billing options. You may elect for each department to receive a managing account statement with charges for its department charges, or a central account with combined billing of all charges for all accounts across the City. We allow our commercial card clients to choose between monthly or biweekly billing cycles and provide multiple statement delivery options to integrate with your data management needs.
Billing cycles
We offer 19 cycle dates, from the 6th through the 25th day of each month (exclusive of the 19th of each month). If the billing cycle date chosen falls on a Saturday, Sunday or holiday, the data is cycled at the end of the next business day.
Payment terms
Payment is due within 45 days of the statement date.
We offer a full spectrum of automated remittance options to take the burden out of the payment process.
We recommend electronic payment (central pay system) and payment-in-full policies, offering you the greatest efficiency and simplicity. The type of payment may be split within the City .
City of Roseville
Additional incentive and pricing provisions
The following provisions apply separately to each program in which organizations participate:
Incentives are paid less credit losses, such as write offs. Fraud losses are absorbed by U.S. Bank. Incentives are to be paid quarterly.
Please refer to the Local Agency Subscription Agreement attached to this proposal for additional information regarding the participation of the City in the State of California, Department of General Services Participation Addendum.
Components for calculation
Our pricing proposal uses two components to calculate incentives:
Quarterly Sales Volume Incentive—A volume incentive based on the City’s quarterly spend. Quarterly Speed of Payment Incentive—A client held day1 incentive based on the City’s payment performance.
Volume incentive
The volume incentive is determined by the table below.
1 Client held days are the number of days from the day U.S. Bank funds a charge transaction to the day payment for that transaction is posted, inclusive of the beginning and ending days, minus 15.
City of Roseville
Prompt payment incentive
The prompt payment incentive is determined by the table below.
City of Roseville
Discount interchange programs
Current discount interchange includes large ticket transactions, merchant-specific negotiated rates with the card branded associations, transactions made in a foreign jurisdiction and merchant discounts for providing Level III data. We offer the City the following incentive on your discount interchange transactions:
City of Roseville
Proposed fees
Below are our proposed fees for the City’s program:
Purchasing Card and Virtual Pay
Feature Fee
Annual Card Fee No Fee
Non-Sufficient Funds Fee $15.00 per occurrence
Cash Advance 2% ($2.00 minimum)
Logo Embossing Fee; a two-week delay may occur with card issuance and implementation
No Fee
Delinquency Fee:
Not Paid by Due Date on entire past due amount
Not Paid by each subsequent Billing Cycle on the entire past due amount Minimum Late Fee
1%
2.5%
$2.00
Travel Accident Insurance Fee. Common Carrier Travel Accident Insurance for Corporate Travel and/or One Cards is provided at no charge with a benefit amount of two hundred fifty thousand U.S. Dollars ($250,000.00). Entity and/or Participant must notify U.S. Bank of the use of Central Billing Accounts for booking of travel to ensure appropriate insurance coverage is in place.
No Fee
Foreign Transaction Fee, all Products. Fee applies to transactions taking place outside the United States not in U.S. dollars. U.S. Bank reserves the right to raise fee with sixty (60) days prior written notice to Entity.
1%
City of Roseville
Confidentiality; Disclosures
U.S. Bank appreciates the opportunity to review the Request for Proposal (RFP) for City of Roseville’s purchasing card and Virtual Pay program. We have attached a copy of the NASPO ValuePoint Agreement for your review and consideration. Please note that the agreement offers the following benefits:
It is specifically tailored for the financial services and solutions offered in this proposal. It contains terms and conditions designed to promote compliance with federal and state laws and regulations such as the USA PATRIOT Act, FCRA, BSA/AML, etc.
It provides U.S. Bank with the ability to offer more favorable economic incentives due to efficiencies gained in the contracting process and the administration of the program.
If the RFP results in a contract award to U.S. Bank, we propose that the NASPO ValuePoint Agreement govern this relationship.
Accordingly, please note that we do not agree to be bound by any of the terms and conditions contained in the RFP unless and until such terms are incorporated into a final written agreement between the parties. This proposal represents the basis for a proposed business relationship and is not a contract for services. The incentive and fees provided in this proposal are predicated on the State of California’s ongoing participation in the NASPO ValuePoint Agreement led by the State of Washington. Please note that the current NASPO ValuePoint Agreement is effective January 1, 2021 through December 31, 2025. All pricing elements, including incentives, are subject to final credit approval by U.S. Bank, and are subject to change if credit is conditional upon collateral pledge, pre-payment or guarantor.
The documents provided in this proposal contain proprietary and confidential information of U.S. Bancorp and its affiliates and shall not be duplicated, used, or disclosed, in whole or in part, for any purpose other than to evaluate this proposal.
U.S. Bancorp, its affiliates and subsidiaries retain ownership of the information contained in these documents. Any disclosure, publication or dissemination of the information by the recipient is prohibited without the prior written cons ent of U.S. Bank. If this proposal is subject to disclosure under a Freedom of Information Act, Sunshine Act or other applicable law, we request that these documents be afforded protection from disclosure to the maximum extent permissible under law as proprietary and confidential information.
Finally, please note that U.S. Bank National Association offers commercial card payment products in its own name and on behalf of its correspondent bank partners under the assumed name of Elan Financial Services (Elan). Please be advised that Elan, at the request of one or more of its partner banks, may submit separate responses to the RFP.
Exhibit “C”
(07/21)
Master Services Agreement
Customer Tax Identification Number: Enter Tax ID
I, Enter Name , HEREBY CERTIFY that I am Enter Title of Enter Company Name (“Customer”),
Select Entity Type If applicable enter State
I further certify that I have full power and lawful authority to execute this Master Services Agreement (“MSA”) on behalf of Customer. I further certify that Customer has taken all action required by its resolutions and other organizational documents, records or agreements to authorize the individuals listed below to act on behalf of Customer in all transactions contemplated under this MSA. Customer shall not be bound by the terms and conditions for those specific services described, to the extent Customer elects not to use such service(s). Customer hereby agrees as follows:
DEPOSIT ACCOUNTS:
1. U.S. Bank National Association (“Bank”) is hereby designated as Customer’s banking depository. Customer has received a copy of the deposit account terms and conditions and agrees that such terms shall govern the deposit account services provided by Bank. All transactions between Customer and Bank involving any of Customer’s accounts at Bank will be governed by the deposit account terms and conditions, this MSA and other disclosures provided to Customer. Customer agrees to provide Bank with a copy of documents requested by Bank.
2. Any one (1) of the persons whose names and signatures appear in Appendix A (individually, an “Account Signer”) are hereby authorized to open, add, modify, or close accounts in the name of Customer or its subsidiaries or affiliates, or if applicable, as an agent for another entity, and to sign, on behalf of Customer, its subsidiaries or affiliates or as an agent for another entity, checks, drafts or other orders for the payment, transfer or withdrawal of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same and including also those payable to the Bank or to any other person for application, or which are actually applied to the payment of any indebtedness owing to the Bank from the person or persons who signed such checks, drafts or other withdrawal orders or otherwise authorized such withdrawals; and are also authorized to endorse for deposit, payment or collection any check, bill, draft or other instrument made, drawn or endorsed to the accounts governed by this MSA for deposit into these accounts. The authorization contained in the preceding sentence includes transfers of funds or other property of Customer to accounts outside of those accounts Customer maintains at Bank. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Account Signers.
3. Unless Customer otherwise advises Bank in writing and Bank has a reasonable opportunity to act on such writing, the Account Signers listed in Appendix A will be Account Signers on any future deposit accounts that Customer maintains with Bank.
4. Customer acknowledges and agrees that Bank is not required to obtain the consent of or otherwise contact an Account Signer for transactions other than those listed in paragraph 2 above, including, but not limited to, transfers between accounts Customer maintains at Bank, advances on loans Customer has with Bank and transfers to pay down loans Customer has with Bank.
TREASURY MANAGEMENT SERVICES:
5. Bank’s treasury management services (“Treasury Management Service(s)”) are described in the U.S. Bank Services Terms and Conditions, any supplements thereto, any implementation documents, user manuals, operating guides and other related documentation and disclosures provided by Bank, and any addendum to any of the foregoing (collectively the "Services Agreement"). Customer has received and reviewed the Services Agreement and desires to use one or more of the Treasury Management Services.
6. Any one (1) of the persons whose names and signatures appear in Appendix B (individually, a “Treasury Management Signer”) are empowered in the name of and on behalf of the Customer to enter into all Treasury Management Services transactions contemplated in the Services Agreement including, but not limited to, selecting Treasury Management Services, appointing agents to act on behalf of Customer in the delivery of Treasury Management Services, signing additional documentation necessary to implement the Treasury Management Services and giving Bank instructions with regard to any Treasury Management Service, including without limitation, wire transfers, ACH transfers, and any other electronic or paper transfers from or to any account Customer may maintain with Bank. Bank may, at its discretion, require Customer to execute additional documentation to implement or amend certain Treasury Management Services. In such cases, documentation necessary to implement or amend such Services shall be signed by a Treasury Management Signer. Customer further acknowledges and agrees that Bank may implement or amend Services based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that it believes in good faith to have been received from a Treasury Management Signer. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Treasury Management Signers.
Master Services Agreement
MONEY CENTER AND SAFEKEEPING SERVICES:
7. Any one (1) of the persons referenced in Appendix M (individually, a “Money Center Signer”) are each authorized and empowered in the name of and on behalf of the Customer to transact any and all depository and investment business through the Bank’s Money Center division (the “Money Center”) and any securities custodial business through the Bank’s Safekeeping Department (the “Safekeeping Department), which such person may at any time deem to be advisable, including, without limiting the generality of the foregoing, selecting any services that may from time to time be offered by the Money Center or the Safekeeping Department (collectively referred to herein as “Money Center Services” and “Safekeeping Services”, respectively), appointing additional Money Center Signers or agents to act on behalf of Customer with respect to Money Center Services and Safekeeping Services, signing additional documentation necessary to implement the Money Center Services and Safekeeping Services and giving Bank instructions with regard to any Money Center Service and Safekeeping Service. Customer has received and reviewed the Services Agreement and may use one or more of the Money Center Services or Safekeeping Services from time to time. Bank may, at its discretion, require Customer to execute additional documentation to implement or amend certain Money Center Services or Safekeeping Services. In those cases, the required documentation shall be signed by a Money Center Signer. Customer further acknowledges and agrees that Bank may take any action with respect to any Money Center Services or Safekeeping Services requested by a Money Center Signer based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that Bank believes in good faith to have been received from a Money Center Signer. Any one of the Money Center Signers is also authorized to execute any documentation that Bank may require to add or delete Money Center Signers.
FOREIGN EXCHANGE:
8. Bank is authorized by Customer to enter into foreign exchange transactions. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Services Agreement, this MSA and other disclosures provided to Customer shall govern the foreign exchange services provided by Bank. Customer agrees to provide Bank with a copy of documents requested by Bank.
FOREIGN CURRENCY ACCOUNTS:
9. Bank is hereby designated as Customer’s banking depository for one or more Foreign Currency Account(s) (the “Foreign Account(s)”). Any one (1) of the persons whose names and signatures appear in Appendix C (individually, a “Foreign Currency Account Signer”) are hereby authorized to open, add, modify, or close any Foreign Account(s) in the name of Customer or its subsidiaries or affiliates and to make, on behalf of Customer, orders for payment or transfer of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same. Customer hereby expressly authorizes and directs Bank to accept written and oral instructions any payment orders, by telephone or otherwise, consistent with the Services Agreement. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Services Agreement, this MSA and other disclosures provided to Customer shall govern the Foreign Accounts. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Foreign Currency Account Signers.
OTHER SERVICES:
10. A Contract Signer is authorized and empowered on behalf of Customer to transact any and all other depository and investment business with and through Bank, and, in reference to any such business, to make any and all agreements and to execute and deliver to Bank any and all contracts and other writings which such person may deem to be necessary or desirable.
GENERAL:
11. All Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers (whether designated in this MSA or in a prior document [for example, a Certificate of Authority or a Treasury Management Services Agreement] executed by Customer) will remain in place until Bank receives written notice of any change and has a reasonable time to act upon Customer’s written notice.
12. Any and all transactions by or in behalf of Customer with the Bank prior to the adoption of this MSA (whether involving deposits, withdrawals, Treasury Management Services, or otherwise) are in all respects ratified, approved and confirmed.
13. Customer agrees to furnish Bank with the names and signatures (either actual or any form or forms of facsimile or mechanical signatures adopted by the person authorized to sign) of the persons who presently are Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers. Bank shall be indemnified and saved harmless by Customer from any claims, demands, expenses, loss or damage resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used and, in the case of any facsimile signature, regardless of when or by whom or by what means such signature may have been made or affixed) of any officer or person whose name and signature was so certified, or refusing to honor any signature or authority not so certified.
Each of the undersigned (individually and collectively, the “Contract Signers”) certifies that, based on his or her review of Customer’s books and records, Customer has, and at the time of adoption of this MSA had, full power and lawful authority to adopt the MSA and to confer the powers herein granted to the persons named, and that such persons have full power and authority to exercise the same.
Each of the Contract Signers further certifies that he or she has the full power and lawful authority to execute this MSA on behalf of Customer, its subsidiaries and affiliates, or if applicable, as an agent for another entity who has entered into an agreement with Customer authorizing Customer to act on such entity's behalf.
Master Services Agreement
Each of the Contract Signers further certifies that the Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers have been duly elected to and now hold the offices of Customer set opposite their respective names, and the signatures appearing opposite their names are the authentic, official signatures of the said signer.
Customer agrees that document electronic signatures or signatures that are transmitted by facsimile or other electronic means shall be binding as of the date signed and to the same extent as original signatures. The parties agree to accept a digital image of this Agreement, as executed, as a true and correct original and admissible as best evidence for the purpose of state law, federal or state rules of evidence, and similar statutes and regulations
The MSA shall be effective as of the last date of the undersigned Contract Signers:
Signature: Signature:
Print name: Print name:
Print title: Print title:
Email address: Email address:
Date: Date:
Signature: Signature:
Print name: Print name:
Print title: Print title:
Email address: Email address:
Date: Date:
Signature: Signature:
Print name: Print name:
Print title: Print title:
Email address: Email address:
Date: Date:
Signature: Signature:
Print name: Print name:
Print title: Print title:
Email address: Email address:
Date: Date:
For Internal Use Only:
Review ____________ Validation Method ____________ TL Review _____________ Imaged _____________
Exhibit “D”
Your
Deposit
Account
Agreement
&
General Terms & Conditions
Electronic Transfers
Funds Availability
Effective May 10, 2021
Member FDIC
Frequently Asked Questions to
Manage Your Account:
What common terms should I be aware of?
Definitions ...........................................................................................3 What happens if my account becomes overdrawn?
Liability for Charges and Overdrafts ..................................................8 Transaction Posting Order ..................................................................8 Insufficient Funds and Overdrafts.....................................................14 Overdraft Handling ...........................................................................17 Overdraft Protection Plans ................................................................19 Will this Deposit Account Agreement ever change?
Changes to Our Agreement with You ...............................................35 How do I close my account?
Closing Your Account .......................................................................35 How can I expect to receive statements and other account communications?
Statements and Notices .....................................................................36 How soon can I use my funds after making a deposit?
Funds Availability: Your Ability to Withdraw Funds – All Accounts
Determining the Availability of a Deposit – All Accounts................50 Immediate Availability – All Accounts .............................................50 Longer Delays May Apply ................................................................50 Retail Consumer, Business and Commercial Accounts ....................51 Wealth Management Accounts ..........................................................51 Deposits at Automated Teller Machines – Retail Consumer, Business and Commercial Accounts ..........................................................51 Special Rules for New Accounts – Retail Consumer and Business Accounts .....................................................................................52 Cashing Checks .................................................................................52 Other Accounts ..................................................................................52 1 Table of Contents
Terms Applicable to all Accounts
This is an Agreement ................................................................................3 Definitions .................................................................................................3 Cellular Phone Contact Policy ..................................................................4 Monitoring and Recording Communications ............................................4 Waivers and Precedents ............................................................................5 Applicable Law .........................................................................................5 Customer Identification Program Notice (USA PATRIOT Act) ...............5 Owner’s Authority.....................................................................................5 Authorized Access and Power of Attorney ...............................................6 You Cannot Transfer an Account ..............................................................7 Change in Authorized Signers ..................................................................7 Adjustments ..............................................................................................7 Retention of Documents ...........................................................................8 Liability for Charges and Overdrafts ........................................................8 Transaction Posting Order ........................................................................8 Deposits.....................................................................................................8 Returned Deposited and Cashed Items ...................................................10 Check 21 .................................................................................................10 Substitute Checks and Your Rights .........................................................10 Copies of Documents ..............................................................................12 Night Depository .....................................................................................12 Checks .....................................................................................................12 Endorsement Standards ...........................................................................13 Insufficient Funds and Overdrafts...........................................................14 Overdraft Handling .................................................................................17 Overdraft Protection Plans ......................................................................19 Refusing Payment on Your Checks .........................................................22 Funds Transfers .......................................................................................22 Withdrawal Rights, Ownership of Account, and Beneficiary Designation 24 Pledges and Security Interests in Favor of Others ..................................29 Accrual of Interest ...................................................................................29 Stop Payments .........................................................................................29 Dormant Accounts and Escheat ..............................................................31 Special Provisions for Third-Party Accounts ..........................................31 Consumer Electronic Check Representment ..........................................32 Checking Accounts and “Subaccounts” ..................................................33 Telephone Transfers ................................................................................33 Real-Time Payments / Prohibition on Foreign Payments ........................34 Required Signatures ................................................................................34 Changes to Our Agreement with You .....................................................35 Closing Your Account .............................................................................35 Statements and Notices ...........................................................................36 Return of Cancelled Checks ....................................................................38 Checks, Checking Accounts and Savings Accounts with Draft Access ..38 Savings Accounts ....................................................................................39 S.T.A.R.T. Program Agreement ..............................................................39 Time Deposits .........................................................................................41 Limit of Liability .....................................................................................42 Electronic Messages and Agreements .....................................................42 Levies, Garnishments and Other Legal Process .....................................43 Resolving Account Disputes and Adverse Claims ..................................44 2 Increased Costs to Maintain Your Account .............................................44 Consumer Report Disputes .....................................................................44 Account Information ...............................................................................45 Setoff .......................................................................................................45 Security Interest in Accounts ..................................................................46 Security ...................................................................................................46 Resolution of Disputes by Arbitration ....................................................47 Attorney’s Fees .......................................................................................49 Funds Availability: Your Ability to Withdraw Funds – All Accounts
Determining the Availability of a Deposit – All Accounts......................50 Immediate Availability – All Accounts ...................................................50 Longer Delays May Apply ......................................................................50 Retail Consumer, Business and Commercial Accounts ..........................51 Wealth Management Accounts ................................................................51 Deposits at Automated Teller Machines – Retail Consumer, Business and Commercial Accounts .......................................................................51 Special Rules for New Accounts – Retail Consumer and Business Accounts ...........................................................................................52 Cashing Checks .......................................................................................52 Other Accounts ........................................................................................52 Additional Terms for Business Accounts
Unlawful Internet Gambling and Other Illegal Transactions ..................53 Deposit of Pre-Authorized Drafts ...........................................................53 Earnings Credit .......................................................................................53 Waiver of Notification of Redeposited Checks .......................................54 Facsimile Signatures ...............................................................................54 Deposits...................................................................................................54 Fraud Prevention Measures .....................................................................55 Electronic Banking Agreement for Consumer Customers
Types of Transactions .............................................................................55 Limits on Transfers .................................................................................58 Fees .........................................................................................................59 Using Your Card for International Transactions .....................................60 Advisory Against Illegal Use ..................................................................60 Documentation ........................................................................................60 Preauthorized Payments ..........................................................................61 Our Liability ............................................................................................61 Unauthorized Transactions and Lost or Stolen Cards .............................62 Consumer Liability for Unauthorized Transfers .....................................62 Minnesota Liability Disclosure ...............................................................63 Business Days .........................................................................................63 Confidentiality ........................................................................................63 Error Resolution Notice ..........................................................................63 Notice of ATM/Night Deposit Facility User Precautions .......................64 Electronic Banking Agreement for Business Customers
Account Access .......................................................................................65 Limits on Transfers .................................................................................66 Fees .........................................................................................................68 Using Your Card for International Transactions .....................................68 Balance Requirements ............................................................................69 Unauthorized Transactions and Lost or Stolen Cards and Security ........69
TERMS APPLICABLE TO ALL ACCOUNTS
THIS IS AN AGREEMENT
Welcome to U.S. Bank and thank you for opening an account with us.
This Agreement provides the general rules that apply to the account(s) you have with U.S. Bank (“us”) described herein. Additional rules will be provided in:
1. d isclosures we give you when you open your account for example our Consumer Pricing Information and Business
Pricing Information disclosure(s) and other fee disclosures (Both can be obtained by stopping in a U.S. B ank branch or for the Consumer Pricing Information only, call
800.872.2657 to request a copy);
2. disclosures that are applicable to additional products and services (for example the Digital Services Agreement);
3. periodic statements;
4. user guides;
5. Consumer Privacy Pledge brochure;
6. any appropriate means such as direct mail and notices on or with your statement, including any statements or notices delivered electronically; and
7. disclosures we give you about ATM and Debit Card
Overdraft Coverage (applicable to certain consumer
accounts, refer to the Insufficient Funds and Overdrafts section on page 14 for details).
These things, together, are an agreement between you and U.S. Bank.
Please read this carefully and retain it for future reference. This brochure is revised periodically, so it may include changes from earlier versions.
By providing a written or electronic signature on a signature card or other agreement or contract, opening, or continuing to hold an account with us, you agree to the most recent version of this Agreement, which is available to you at your local U.S. Bank branch, at www.usbank.com, or by calling U.S. Bank 24-Hour Banking at a number listed on the last page of this booklet.
This Agreement represents the sole and exclusive agreement between you and us regarding the subject matter described herein and supersedes all previous and contemporaneous oral agreements and understandings. If any terms of your signature card, resolution, or certificate of authority are inconsistent with the terms of this Agreement, the terms of this Agreement will control. Any other variations to this Agreement must be acknowledged by us in writing.
If you have any questions, please call us. Our most commonly used phone numbers are printed on the back of this booklet.
DEFINITIONS
The following definitions apply in this Agreement except to the extent any term is separately defined for purposes of a specific section. • The words “we,” “our,” and “us” mean U.S. Bank National Association (“U.S. Bank”) . We are a national bank. We are owned by U.S. Bancorp.
3 • U.S. Bancorp and U.S. Bank own or control other companies, directly and indirectly. The members of this family of companies are our “affiliates.” The words “you” and “your” mean each account owner and anyone else with authority to deposit, withdraw, or exercise control over an account. If there is more than one owner, then these words mean each account owner separately, and all account owners jointly.
• The term “account” means any savings, transaction (for example, checking, NOW Account), and time deposit (for
example, certificate of deposit or CD) account or other type of account you have with us, wherever held or maintained.
• An “owner” is one who has the power to deal with an account in his, her or its own name. An “agent,” in contrast, is one whose power to withdraw from an account comes from, or is on behalf of, the owners. Authorized signers, designated corporate officers, trustees, attorneys-in-fact, and convenience signers are examples of agents.
• Entities such as corporations, limited liability companies, partnerships, estates, conservatorships, and trusts are not natural persons, and can only act through agents. In such cases, it is the “entity” that is the owner.
• “Personal accounts” are consumer accounts in the names of natural persons (individuals). They are to be distinguished from “non-personal accounts” which are accounts in the name of businesses, partnerships, trusts and other entities.
• An “account cycle” or “statement cycle” represents the period of time when your statement starts and ends. It’s approximately 30 days long but doesn’t necessarily align with the beginning and end of the month and won’t end on a weekend or holiday.
Except where it is clearly inappropriate, words and phrases used in this document should be interpreted so the singular includes the plural and the plural includes the singular.
CELLULAR PHONE CONTACT POLICY
By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications — including but not limited to pr erecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider.
MONITORING AND RECORDING
COMMUNICATIONS
You acknowledge and agree that we, or anyone acting on our behalf, may monitor and/or record any communication between you and us, or anyone acting on our behalf, for quality control and other purposes.
You also acknowledge and agree that this monitoring or recording may be done without any further notice to you. The communication that may be monitored or recorded includes telephone calls, cellular or mobile phone calls, electronic mail messages, text messages, instant or live chat, or any other communications in any form. 4 WAIVERS AND PRECEDENTS
Our Agreement with you gives us rights and duties. If we don’t take advantage of all our rights all the time that does not mean we lose them. For example:
• If we make funds available to you for withdrawal ahead of schedule, that does not mean we have to do it again.
• If we pay a check that is more than your account balance, that does not mean we have to do it again.
APPLICABLE LAW
Unless otherwise stated herein, your account and this Agreement will be governed by federal law and, unless superseded by federal law, by the law of the state in which your account is located. If you opened your account in person, it is located in the state in which you opened it. If you opened your account online, in the U.S. Bank Mobile App or by telephone and you reside in a state in which we have a branch at that time (or reside within 50 miles of a branch), it is located in the state in which the branch is located. If you reside anywhere else, then your Account is located in Minnesota.
CUSTOMER IDENTIFICATION PROGRAM
NOTICE (USA PATRIOT ACT)
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
What this means for you
When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see other identifying documents like a driver’s license or documents showing your existence as a legal entity.
Existing customers
Even if you have been a customer of ours for many years, we may ask you to provide this kind of information and documentation because we may not have collected it from you in the past or we may need to update our records.
Failure to Provide Information
If, for any reason, any owner is unable to provide the information necessary to verify their identity, their account(s) may be blocked or closed, which may result in additional fees assessed to the account(s).
OWNER’S AUTHORITY
Each owner of a personal account, or an agent for a non-personal account, acting alone, has the power to perform all the transactions available to the account. For example, each owner or agent can:
1. make withdrawals by whatever means are available for the account;
2. make deposits by whatever means are allowed for the
account;
3. obtain and release information about the account;
4. sign or authenticate any document in connection with the account (for example, an owner can endorse a check payable to a co-owner for deposit to a joint account);
5 5. give rights to others to access the account (for example, any owner could grant a power of attorney to have access to the account); and
6. close the account.
In addition, if you share ownership of an account with someone else (for example, you have a joint or multi-party account), then each of you can endorse items for deposit to the account on behalf of another owner. If there is shared ownership of an account, it is the intention of all owners that each of you has complete and separate access and withdrawal rights to all the funds in the account irrespective of who had deposited the funds in the account.
AUTHORIZED ACCESS AND POWER OF
ATTORNEY
Each owner of your account is independently permitted to authorize someone else to access your account. For example, the following persons will have access to your account:
1. Any person listed on a signature card, resolution, or certificate of authority as being authorized to make
withdrawals or transfers, by check or otherwise, from your account;
2. A ny person that you authorize to make withdrawals or transfers from the account by whatever means the account allows (for example, pre-authorized withdrawals, wire
transfers, ATM card, or debit card transactions);
3. Any person you give rights to act on your behalf, such as a power of attorney;
4. Any person to whom you make your checkbook or your
checking account number available for purposes of
transacting business on the account. We discourage this type of “authorization” because it is possible that we will detect such transactions and treat them as unauthorized. If you give any such person “authority,” we are not responsible whether we honor the transactions or dishonor them; and
5. Any person to whom you make your ATM card or debit card personal identification number (PIN) available. Although we discourage this practice, by allowing this type of
“authorization,” the person to whom you make your personal identification number (PIN) available may be able to access all of your accounts held with us by using the telephone, ATM, online or other banking access channels. If you give any person such “authority,” we are not responsible for actions they take with respect to your accounts.
We will use the word “agent” to mean any person who you authorize to act on your behalf, whether by following the process we require (for example, by designating an authorized signer on a signature card), or on your own (for example, by creating a power of attorney).
If you name such an agent:
1. we may require that you use forms we approve and require each owner to sign the form to be effective;
2. the powers you give t o your agent, and any limitations on those powers, are between you and your agent, even if we have express written notice of those powers. You understand and agree that we have no duty or responsibility to monitor the acts of your agent or ensure that the acts of your agent 6 are for your benefit. For example, if you only give your agent authority to pay your bills and your agent exceeds that authority, we are not responsible for that breach of authority;
3. you agree not to hold us responsible for any loss or damage you incur as a result of us following instructions given to us by your agent;
4. the owners of the account are responsible to us for any actions of your agent, regardless of whether those actions exceed the authority given or whether the agent is appointed by all the owners or less than all the owners;
5. t he agency will end if the owner dies and we have actual knowledge of that death, or if there is more than one owner, the agency will end after the death of the last owner and we have actual knowledge of that death and, in either case, once we’ve had reasonable opportunity to act on it;
6. the agency will end after the owner notifies us in writing to end the agency and we have had a reasonable opportunity to act on it; and
7. i f you authorize any third person, such as a bookkeeping service, an employee, or agent of yours to retain possession of or prepare items, you agree to assume full responsibility for any errors or wrongdoing performed or caused by such third person or any of its agents or employees if we should pay any such item.
YOU CANNOT TRANSFER AN ACCOUNT
You may not transfer an account to someone else without our express written permission. This does not limit your right to access your account by any permissible means.
CHANGE IN AUTHORIZED SIGNERS
Any owner, including one of the owners of a joint account, may add owners or authorized signers to an account; however, we have the right to require the signature of all owners to make the change.
Only under special circumstances and subject to prior approval by us may an owner remove another owner or authorized signer from an account.
No change in owners or authorized signers is effective until we have received written notice of the change and have had adequate time to approve and act on it.
ADJUSTMENTS
If we (or you, or you and us together) make an error on your account, we can fix the error without first notifying you. For example, if:
• the dollar amount of your check is paid for the incorrect amount; • a deposit is added incorrectly;
• we apply a deposit to the wrong account;
we can fix the error without any special notice to you, though such a correction will normally appear on your statement if the error and the correction occur on different business days.
For accounts coded as Consumer and Business accounts, we may not adjust for insignificant errors unless you request it. For all other account types including Corporate and Commercial accounts, we 7 may not adjust for deposit errors of $50.00 or less unless we have agreed with you to a lower adjustment amount.
RETENTION OF DOCUMENTS
You should retain your copy of deposit receipts and other documents associated with your deposit(s). Should you claim that a deposit was incorrectly credited, we may request a copy of your receipt or other documents associated with your deposits.
LIABILITY FOR CHARGES AND OVERDRAFTS
All account owner(s) are responsible to repay to us any overdraft amount and any overdraft fees charged to an account, no matter which owner caused it or why. That repayment is due immediately, and we will take it from your next deposit or whenever funds become available in your account. If there is more than one owner, each owner is separately, and all owners are jointly, responsible for an overdraft and any account fees. (This means we can collect the total from any owner(s), on any of the owner(s) accounts, but we won’t collect it more than once). For more information on overdrafts please refer to the section titled Insufficient Funds and Overdrafts.
We list the charges that you may incur on your account in separate pricing information disclosures or agreements for your account.
TRANSACTION POSTING ORDER
We reserve the right to decide the order of the items we will pay and which items will be returned (if any). Our posting order may not be the same as the order in which you conducted a transaction and could result in overdraft fees, if you do not have available funds at the time the item is paid. Generally, we post the following three transaction types after the close of each business day in the following order:
1. Deposits we receive before the daily cutoff time will be posted before any withdrawals. (Refer to our Cutoff Time and/or Funds Availability section for cutoff time description.)
2. Your non-check withdrawals will be posted in date/time order, based on the date and time associated with each transaction. A date and time (if one is available) will be assigned to each transaction based on one of the following: (1) when the transaction was preauthorized (for example a debit card or ATM transaction was approved); or (2) when the transaction was processed by U.S. Bank (for example an ACH, or bill pay transaction for which there is no pre-authorization).
If a date and time is not available, these transactions are posted to your account after all transactions with a valid date and time or check number are complete, and posted to your account in order of amount, starting with the lowest transaction amount first (frequently referred to as low-to-high).
3. Your checks will be posted in check number order, starting with the lowest number. (For example: on Monday we may receive and post check # 107; on Tuesday we may receive check # 102 and # 105, and those would be posted on Tuesday in the order of lowest check number (e.g., # 102) posting first).
DEPOSITS
When you make a non-cash deposit to your account, we give you credit for that deposit, but that credit is provisional (temporary). If the deposit needs to be collected from another financial institution, we must be paid before the credit becomes final. After a credit is 8 final it may still be reversed if the funds cannot be collected. See the sections titled Returned Deposited and Cashed Items and Funds Availability. All deposit receipts are issued subject to our count and verification of the items deposited. You should retain your copy of deposit receipts and other documents associated with your deposit(s).
Should you claim that a deposit was incorrectly credited, we may request a copy of your receipt or other documents associated with your deposit.
Foreign Currency: Deposits received in a foreign currency, whether by check, wire-transfer, or otherwise, must be converted to U.S. dollars prior to being deposited into your account. U.S. Bank will convert your funds at an exchange rate established by U.S. Bank on the business day when such exchange is processed. Currency exchange rates are determined in our sole discretion based on factors such as market conditions and risk, economic and business factors.
The exchange rate is an all-in rate which includes our profit, fees, costs, and charges. Currency exchange rates will be applied to these deposits without notice to you. You agree to this procedure and accept our determination of the currency exchange rates.
Foreign currency conversions can take time and exchange rates fluctuate at times significantly. You acknowledge and accept all risk that may result from such fluctuations. Your transaction is a retail transaction. Retail foreign exchange conversion rates are different from the wholesale exchange rates for large transactions between two banks as may be reported in The Wall Street Journal or elsewhere.
Exchange rates offered by other banks or shown at other sources (including online sources) may be different from our exchange rates.
The exchange rate you are offered may be different from, and likely inferior to, the rate paid by U.S. Bank to acquire the underlying currency. The exchange rate may also be different from a rate offered by U.S. Bank to a different customer, at a different time, for a different transaction amount, or in a different payment channel (checks, wire- transfers, etc.).
U.S. Bank sometimes relies on other financial institutions in the conversion process. In this event, the conversion will be in accordance with the policies and procedures of that bank and the funds will be converted at the exchange rate determined by that bank. Any fees or charges assessed by that bank will be passed on to you. Your final credit will be adjusted to reflect that final exchange rate less all fees or charges.
Foreign Checks: Checks and other items drawn off a foreign financial institution, whether negotiable in a foreign currency or in U.S. dollars may require special funds collection processing by us.
As a result, funds availability may be delayed. If you deposit such an item, you agree that we may delay funds availability at our discretion until we are satisfied that we have received final payment of the item.
Deposits by Mail: If you make a deposit by mail, we have to receive it and have time to record it before it becomes effective. (See our Funds Availability section.)
Cutoff Time: A deposit made after our daily cutoff time on a business day, or on a day we are not open for all forms of business, will be considered deposited on the next full business day. (Refer to our Funds Availability section for cutoff time description.) The cutoff time applies to all accounts (savings, certificate of deposits, payments, etc.), not just checking accounts.
9 Endorsement: If you make a deposit to an account and you fail to endorse the item, we may add an endorsement on any item and you will be responsible for the item as if you endorsed it yourself.
We can refuse to accept any item or other type of deposit, for any reason, or no reason, or impose conditions on a deposit. For example, we can treat a deposit as an “inquiry” or take an item for “collection” instead of deposit. We may also decline to accept a large cash deposit or require you to make such a deposit at a location and time of our choosing.
RETURNED DEPOSITED AND CASHED ITEMS
The funds you deposit to your account are subject to normal collection processes even after we make the funds available to you for withdrawal (i.e., the check has “cleared”). If we do not collect the funds, or we need to return the funds, your deposit will be reversed and become your responsibility. Returned items are charged back to your account and a Return Item Advice notice is mailed to the primary account address on file.
For example:
• The deposit amount of the check is recorded incorrectly to your account. The person who wrote the check catches the error, and reports it to their bank, who in turn reports it to us. We would reverse the incorrect portion of the deposit and correct the mistake.
• A check you deposit has a forged endorsement. The person who wrote the check notices the forgery and reports it to their bank, who reports it to us. We would reverse the deposit and collection of the check would become your responsibility.
• This also applies to checks we might cash for you that you don’t deposit. For example, if you bring a check to us and take cash back from a deposit, or we simply cash the check and if that check “bounces” (is returned to us unpaid), we can take the money from your account to reimburse us for the check and you will have to collect it through other channels.
There will be one fee posted for the sum of all Returned Deposited Item or Cashed Check fees returned within a single transaction as well as applicable overdraft fees if sufficient funds are not in your account to cover your items.
CHECK 21
Check processing is getting faster as banks begin to process checks “electronically.” We are required by law to provide the notice in the following section (“SUBSTITUTE CHECKS AND YOUR
RIGHTS”), which explains the differences between your original check (which might not be returned) and a substitute check, and your rights in the event the substitute check causes a loss that would have been avoided if the original check was still available.
SUBSTITUTE CHECKS AND YOUR RIGHTS
What is a substitute check?
To make check processing faster, federal law permits banks to replace original checks with “substitute checks”. These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of the substitute check states:
“This is a legal copy of your check. You can use it the same way you 10 would use the original check.” You may use the substitute check as proof of payment just like the original check.
Some or all of the checks that are returned to you from us may be substitute checks. This notice describes your rights you have when you receive substitute checks from us. The rights in this notice do not apply to original checks, photocopies of original checks, or to electronic debits to your account. However, you have rights under other laws with respect to those transactions.
What are my rights regarding substitute checks?
In certain cases, federal law provides a special procedure that allows you to request a refund for losses you suffer if a substitute check is posted to your account (for example, if you think that we withdrew the wrong amount from your account or that we withdrew money from your account more than once for the same check). The losses you may attempt to recover under this procedure may include the amount that was withdrawn from your account and fees that were charged as a result of the withdrawal (for example, overdraft fees).
The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substitute check, whichever is less. You are also entitled to interest on the amount of your refund if your account is an interest-bearing account. If your loss exceeds the amount of the substitute check, you may be able to recover additional amounts under other law.
If you use this procedure, you may receive up to $2,500.00 of your refund (plus interest, if your account earns interest) within ten business days after we received your claim and the remainder of your refund (plus interest, if your account earns interest) not later than 45 calendar days after we received your claim.
We may reverse the refund (including any interest on the refund) if we later are able to demonstrate that the substitute check was correctly posted to your account.
How do I make a claim for a refund?
If you believe that you have suffered a loss relating to a substitute check that you received and that was posted to your account, please call U.S. Bank 24-Hour Banking (see last page for phone numbers) or write to us at U.S. Bank, 60 Livingston Ave, EP-MN-WS5D, St.
Paul, MN 55107. You must contact us within 40 calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed) the substitute check in question or the account statement showing that the substitute check was posted to your account, whichever is later. We will extend this time period if you were not able to make a timely claim because of extenuating circumstances.
Your claim must include:
1. a description of why you have suf fered a loss (for example, you think the amount withdrawn was incorrect);
2. an estimate of the amount of your loss;
3. an explanation of why the substitute check you received is insufficient to confirm that you suffered a loss; and
4. a copy of the substitute check or identifying information such as the check number and the name of the person to whom
you wrote the check.
11 COPIES OF DOCUMENTS
We do not typically keep the original paper documents (like deposit slips) associated with your account for a long time. We image most of the documents that end up with us and destroy the paper originals.
Electronic images is one type of media that is used, but as technology changes, there are and will be other imaging techniques. You agree that such images will be sufficient for all purposes.
See the section titled CHECK 21. To facilitate check imaging and electronic check collection, it is important that you take care with the transactions you create on paper. When completing a check, you must:
1. write clearly;
2. use black or dark blue ink in the date, pay to, amount, and signature fields; and
3. use only the space provided for your part of a transaction. (See the section on ENDORSEMENT STANDARDS.)
You agree to reimburse us for any losses and costs we incur as a result of a poor check image caused by a deficiency in the written check, whether due to your failure to follow these guidelines or otherwise.
You also agree to reimburse us for any losses and costs we incur as a result of a poor check image caused by a deficiency in the written check that you accepted and deposited as the payee.
NIGHT DEPOSITORY
If you arrange for night depository services, you must comply with the following two rules and also comply with the rules in any separate night depository agreement.
1. Use of Containers. Each deposit placed in the depository must be contained in a sealed envelope, or in a bag or pouch that has been approved or supplied by us. Deposits are only processed to accounts held at U.S. Bank.
2. Care. You must take appropriate care when you put the container in our night depository or other facility to make sure the container is received by us.
Our responsi bility for the security of the container and the drawer or facility is to use reasonable care. This means we are not automatically liable for just any loss, only for losses that result from our own negligence, only to the extent we caused a loss, and reduced by your contribution to any loss.
In legal terms, we are a “bailee” until the point:
• when we open the container and inventory its contents (if that is what we are asked to do); or
• when you sign the receipt for or take custody of the
container (if we do not open the container).
CHECKS
Post-Dated Checks. We are not responsible to you if we pay a check before its date, even if we have noticed that it is post-dated. If we, at our option, refuse to pay a check because it is presented before its date, you will have to pay, if applicable, the fee we charge for an overdraft. If you want to be sure we do not cash it before its date, you must stop its payment by following our rules for stop payments in the STOP PAYMENTS section of this Agreement and follow our procedures for revoking a stop payment request.
12 Stale-Dated Checks. A “stale-dated” check is one that is brought to us for payment more than six months after its date. We may pay, or refuse to pay, a check brought to us (“presented”) more than six months after its date. (The general rule is we will pay the check or may return the check for insufficient funds.) In addition, the check would be subject to an overdraft. If you do not want us to pay a stale- dated check, you must place a stop payment order on the check.
Check Legends. We are not required to honor any legends or memos you put on your checks, even if we are aware of them. By a “legend” or “memo” we mean a message, such as “not valid for more than $50.00” or “do not pay more than ten days after date” or “paid in full”.
Check Forms. Checks are sorted and copied by high speed equipment.
If you don’t buy your checks through us, you must get them approved by us or we will not be responsible if your checks do not process correctly. See the section titled COPIES OF DOCUMENTS for additional information on inks and related issues.
Deposits of Checks at ATMs
We reserve the right to refuse to credit your account for ATM deposits of the following items. If an item is refused the item or a substitute check may be returned via mail to the primary account address.
1. All the check payees are not listed on the account; 2 . Checks payable to a business and the business name is not listed on the account. (Checks payable to a business must be deposited into an account that includes the name of the business on the associated account);
3 . I mproperly endorsed (for example, different endorser than payee);
4. Restrictive wording (on the deposited item);
5 . Post -dated (greater than one day after the ATM network business day);
6. No date or incomplete date;
7. Altered in any way;
8. Photocopy of item;
9. Not signed by maker;
10. T raveler’s check with different counter signature;
11. Drawn on a foreign bank;
12. Missing the numeric amount and/or the written amount;
13. Numeric amount and written amount do not match;
14. No payee listed;
15. Federal tax refund checks not endorsed by payee or payees; and
16. An y other instrument which is not a check or negotiable instrument.
ENDORSEMENT STANDARDS
The payee of a check (the person to whom a check is payable) must sign (endorse) the check on the back in the space shown in the picture.
If a check is transferred to someone else before it gets deposited or cashed, that person (the transferee) may also be required to sign the check.
Every bank that handles a check on its way to the bank that is asked to pay it also has to identify itself on the back of the check. The space 13 for those banks is to the right of the space shown for the payee and other “holders” (see picture below).
When you endorse a check, you must:
1. clearly sign your name;
2. use black or dark blue ink if possible;
3. never use a faint color , like red, pink or any pastel, or a gel ink (these do not copy well);
4. sign near the top of the space provided, or just below any other signature in that space;
5. stay out of the area below the space for endorsers (most check forms have a line separating the endorsement area); and
6. keep any stamp within the area set aside for handwritten signatures.
The picture on this page shows you the correct endorsement area.
FRONT OF CHECK
Bank Name
and Location
/symbol1123456789/symbol1 7654
Pay to the
order of $
dollars
20 Name
Address, City, State
7654
BACK OF CHECK
Memo
Keep your endorsement
out of this area.
1 1/2"
TRAILING EDGE
YOUR ENDORSEMENT MUST
BE WITHIN THIS AREA
Why is this important?
If your endorsement of a check, or the endorsement of someone from whom you took the check, either:
1. causes a delay in a necessary notice to someone else, or
2. prevents someone from being identified quickly enough (and therefore cannot get notice or cannot get it in time).
You will be responsible for the check and the loss that occurs because it is not paid. It will then be up to you to try and recover from someone else who might be liable.
INSUFFICIENT FUNDS AND OVERDRAFTS
“Account Balance” means the funds in your account, including deposits and withdrawals made to date. Not all your transactions will be immediately reflected. As a result, only part of this balance may be available for withdrawal.
“Available Balance” means the amount of money that can be withdrawn at a point in time. The Available Balance will be less than the Account Balance when there are pending transactions such as:
• Funds held from deposits: These funds have been deposited but are not yet fully available for withdrawal or transfer. 14 Once these funds are available, they will be reflected in the Available Balance.
• Funds held for debit card authorizations: This reflects merchant-authorized requests for payment, when the final charge has not been submitted by the merchant. Debit card authorizations will be reflected as pending transactions from the time we receive the authorization until the merchant presents the item for payment, a completion message is
received, or three business days, whichever occurs first.
If the debit card transaction has not been presented for payment after three business days, it will be removed from your pending transactions and your Available Balance will no longer be reduced by the authorization amount. Once the final charges have been received and processed, they will be reflected in the Available Balance.
• Any other holds on funds in your account.
Note: The Available Balance does not reflect every transaction you have initiated or previously authorized. Items that may not be reflected in your Available Balance include, but are not limited to:
• Outstanding checks and authorized automatic withdrawals (such as recurring debit card transactions, transfers, and ACH transactions that we have not received for payment or processing).
• The final amount of a debit card purchase. For example, we may authorize a purchase amount from a restaurant or a gas station, but the authorized amount may be different from the final charge. Once a final charge has been received and processed, it will be reflected in the Available Balance. (Please refer to “Debit Card Transactions” subsection for more information about how these situations are handled.) • Scheduled bill payments that have not yet been processed. • Debit card transactions that have been previously authorized but not sent to us for payment from your account where we have released the transaction authorization hold and the transaction is sent for payment from your account at a later date.
“Insufficient funds” means you do not have enough available funds in your account to pay the withdrawals you are attempting from that account.
Having insufficient funds in your account could lead to returned items, which refers to any withdrawal or transfer that we return because it exceeds your Available Balance on a given day. Examples of withdrawals that could be returned may include any checks, ACH transactions, online or mobile bill payments, or any other debit from your account where we return it because it is for more than the Available Balance you have in your account at the time the transaction is presented to your account. We reserve the right to pay an insufficient funds withdrawal and overdraw your account, which may result in an Overdraft Paid Fee, or return the insufficient funds withdrawal, which may result in an Overdraft Returned Fee. Even if we’ve paid insufficient funds items before, we are not required to do it in the future.
“Overdraft” means a transaction has caused the Available Balance on an account to become a negative number. An overdraft can happen, for example,
15 • by writing a check without enough money in your checking account to pay the check, and we pay the item;
• by making a withdrawal from your account that exceeds your Available Balance;
• by usi ng your U.S. Bank Debit Card for payment without enough money in your checking account to cover the amount authorized or the amount paid to the merchant. If any debit card transaction results in a negative Available Balance at the time it is presented for payment, even if your Available Balance was positive at the time the debit card transaction was authorized, you may be charged an Overdraft Paid Fee;
• by making a de posit, withdrawing money based on the credit received from that deposit, and then having that deposit reversed because the deposited item is later returned to us unpaid;
• by withdrawing money from your account and not having enough money left to pay any related charges posted to the account;
• when funds are credited to your account in error and you use the funds, and the reversal of the credit results in an overdraft; or
• when fees such as monthly maintenance fees are charged, and you do not have sufficient funds to cover.
Our Options: You do not have the right to withdraw funds that exceed the Available Balance on your account. When an item of yours overdraws an account, we can either pay or return the item.
You cannot choose which items we pay or return, except as identified in your selection of “Overdraft Handling” (as identified later).
If we get a batch, or multiple batches, of such items in a day (for example, checks, ATM purchase transactions, and debit card purchase transactions typically come in batches), and if one, some or all of them would overdraw the account if paid, we will post items in accordance with the “Transaction Posting Order” section listed within this Agreement. This may result in processing larger dollar items before smaller dollar items, even though this would have the effect of reducing your Available Balance more quickly.
Our Fees: We charge an Overdraft Returned Fee for each withdrawal (e.g., in-person, ATM, automatic payment, or other paper or electronic withdrawal transaction) we return because it exceeds your Available Balance on a given day. We charge an Overdraft Paid Fee for each item or transaction we pay that causes the Available Balance to become negative or occurs while the Available Balance is negative on the checking account. Any Overdraft Returned Fees or Overdraft Paid Fees are deducted from your account on the next business day.
We may charge you an Extended Overdraft Fee if your Available Balance remains negative for eight consecutive days; the fee will be charged on that day or the next business day, as applicable. See the current pricing information disclosure for information on fees and how fees will be assessed. The Extended Overdraft Fee may be suspended during a fraud investigation or dispute. Once the investigation or dispute is resolved, an Extended Overdraft Fee may be assessed if the account remains negative. If you want to avoid the inconvenience and extra expense of overdraft fees, refer to the section titled “Overdraft Protection Plans” on page 19 for information.
16 There are some circumstances that can take your account into a negative balance where we will not charge a fee, for example:
• If certain fees such as your monthly maintenance fee are the only items that resulted in the negative balance.
• If the negative Available Balance is less than our threshold.
See your Consumer Pricing or Business Pricing Information disclosure for specific information. (Both can be obtained by stopping in a U.S. Bank branch or for the Consumer Pricing Information only, call 800.872.2657 to request a copy.) Your responsibilities for overdrafts: If you have an overdraft on your account, you must deposit enough money into your account to pay both the overdraft amount and the fees we charge, and you must do so immediately. If you share ownership of your account with someone else, you are responsible to us for the overdraft, whether or not you personally caused the overdraft or benefited from it.
OVERDRAFT HANDLING
Consumer Checking and Money Market Accounts:
Most U.S. Bank Consumer checking and money market accounts come with Standard Overdraft Coverage. Under Standard Overdraft Coverage we will authorize and pay overdrafts for these types of transactions at our discretion:
• Checks and other transactions using your checking account number
• Automatic bill payments
• Recurring debit card transactions, for example setting up your debit card to automatically pay a monthly gym membership. We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction.
If we pay these transactions into overdraft, we may charge an Overdraft Paid Fee. If we do not pay these transactions, we may charge an Overdraft Returned Fee.
In addition to Standard Overdraft Coverage, you have the following options outlined below.
ATM and Debit Card Overdraft Coverage:
Upon opening your U.S. Bank Consumer checking OR money market account, you will receive a notice advising you of your choice to say ‘Yes’ or ‘No’ to ATM and Debit Card Overdraft Coverage.
If you say ‘Yes’
If you choose to say ‘Yes’, you allow U.S. Bank to authorize and pay ATM and everyday debit card transactions (purchases made with your debit card on a day-to-day basis) that may cause the Available Balance in your account to become negative. If this happens we may charge an Overdraft Paid Fee.
If you say ‘No’
If you choose to say ‘No’, you do not allow U.S. Bank to authorize and pay ATM and everyday debit card transactions into a negative Available Balance. If we do not authorize and pay an overdraft your transaction will be declined and you will not be charged a fee.
In limited circumstances, your ATM or everyday debit card transaction may be processed, resulting in your Available Balance becoming negative. These situations may include, but are not limited to:
17 • A debit card transaction is processed for more than the preauthorized amount. For example, we may authorize a
purchase amount from a restaurant or a gas station, but the authorized amount may differ from the final charge (Please refer to “Debit Card Transactions” subsection for more
information about how these situations are handled.);
• A debit card transaction that obtained an authorization based on a sufficient Available Balance in your account, but is sent to us for payment later when your Available Balance is no longer sufficient to cover the item;
In these situations, if you have chosen ‘No’ you will not be charged an Overdraft Paid Fee.
If you wish to discuss your options or change your account election at any time, contact a local U.S. Bank branch, call U.S. Bank 24-Hour Banking or visit usbank.com. Please be aware it may take up to three business days to implement your request.
Requested Return:
You may ask us to place your account in Requested Return status.
When you select this option, you are automatically choosing to say ‘No’ to ATM and Debit Card Overdraft Coverage (refer to If you say ‘No’ for more details). In addition, we will attempt to return items which would result in an overdraft to your account such as checks, and automatic bill pay transactions.
• Note that when you select Requested Return, an Overdraft Returned Fee may be charged for returned items. You may also be charged fees by the merchant or service provider. • Please understand we will not be able to return all items.
If we pay an item, for any reason, you will be charged
the applicable Overdraft Paid Fee (with the exception of ATM and everyday debit card transactions). These situations include, but are not limited to: recurring debit card transactions when a merchant had obtained an authorization for the first instance, but did not obtain a new authorization for subsequent occurrences (for example, a monthly gym membership);
or other transactions/adjustments that may be processed in accordance with our Transaction Posting Order resulting in an insufficient Available Balance (Refer to “Transaction Posting Order” section listed within this Agreement). We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction.
If you wish to select Requested Return,
contact a local U.S. Bank
branch or call U.S. Bank 24-Hour Banking (see last page for phone numbers). Please be aware it may take up to three business days to implement your request.
Business Options for Checking and Money Market Accounts For Business Checking and Business Money Market accounts, we will authorize and pay overdrafts for all types of transactions at our discretion. If we pay these transactions into overdraft, we may charge an Overdraft Paid Fee. If we do not pay these transactions, we may charge an Overdraft Returned Fee.
Requested Return
You may ask us to place your account in Requested Return status.
When choosing this option, we will attempt to return and/or decline items which would result in an overdraft to your account. 18 • Note that when you select Requested Return, an Overdraft Returned Fee may be charged for returned items. You may also be charged fees by the merchant or service provider. • Pl ease understand we will not be able to return all items. If we pay an item, for any reason, you may be charged an
Overdraft Paid Fee.
If you wish to request Requested Return, contact a local U.S. Bank branch or call U.S. Bank 24-Hour Banking (see last page for phone numbers). Please be aware it may take up to three business days to implement your request.
Other sections: While many other sections of this Agreement relate to these issues, these sections are particularly appropriate:
• Setof f (page 45)
• Security Interest in Accounts (page 46)
• Funds Availability: Your Ability to Withdraw Funds - All Accounts (page 49)
• Electronic Banking Agreement for Consumer Customers (page 55) • Limits on Transfers (page 58)
• Electronic Banking Agreement for Business Customers (page 65)
OVERDRAFT PROTECTION PLANS
Consumer Overdraft Protection
U.S. Bank offers Overdraft Protection Plans to help you avoid the inconvenience of having a check returned, and/or a debit card purchase rejected, resulting in the expense of overdraft fees. These Overdraft Protection Plans allow an eligible account to be linked to a U.S. Bank Personal Checking Account(s) (“checking account(s)”) to cover overdraft situations when the Available Balance is insufficient to cover checks presented for payment and/or Available Balance has been reduced due to pending authorized debit card transactions, as specified in subsection “Debit Card Transactions”.
U.S. Bank lets you choose which eligible accounts are linked to your checking account for Overdraft Protection, and the order in which those accounts are accessed to transfer funds to your checking account. Some eligible accounts (e.g. depository accounts) do not have Overdraft Protection Transfer fees, and if you have deposit and credit accounts linked for Overdraft Protection, the first Overdraft Protection Account determines whether a fee is charged (if any).
You can choose to link up to three eligible U.S. Bank accounts to your personal checking account for Overdraft Protection. Owner(s) who are signers on the checking account must also be signers on the account(s) linked for Overdraft Protection.
Eligible accounts include:
• U.S. Bank Savings Account or Money Market Account
• U.S. Bank Reserve Line of Credit
• U.S. Bank Credit Card
• A secondary U.S. Bank Personal Checking Account
• U.S. Bank Personal Line of Credit
• U.S. Bank Home Equity Line of Credit
• Other U.S. Bank Lines of Credit
If you have linked eligible accounts, and the Available Balance in your checking account is or would be overdrawn by $5.01 or more, the advance amount will transfer in multiples of $50.00 and an Overdraft Protection Transfer Fee may be charged (fee waived 19 for transfers from a depository account). If, however, the Available Balance is or would be overdrawn by $5.00 or less, the amount advanced will be $5.00 and the Overdraft Protection Transfer Fee will be waived.
If the negative Available Balance in your checking account is caused by monthly fees, such as a maintenance fee or statement/image fee only, overdraft protection will not advance. (For example, the account is overdrawn due to a Monthly Maintenance Fee, overdraft protection will not advance. If additional transactions post, overdraft protection will advance to cover the negative Available Balance amount and an Overdraft Protection Transfer Fee may be charged.) If the account linked for Overdraft Protection does not have enough funds to cover the overdrawn amount, the current Available Balance will still be transferred to reduce the overdrawn amount.
If there is more than one account linked for Overdraft Protection and the Available Balance of the first linked account is not enough to cover the overdrawn balance, the next linked account will transfer funds in multiples of $50.00 to cover the remaining overdrawn balance. When multiple accounts are linked as Overdraft Protection, the first account funds are transferred from determines the amount of the Overdraft Protection Transfer Fee (if any).
For each day an Overdraft Protection transfer occurs, a Bank fee will be charged to the checking account that received the transfer. (Refer to the Consumer Pricing Information disclosure Overdraft Protection Transfer Fee for fee amount. This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) While no fee will be charged to your U.S. Bank savings account or secondary checking account, U.S. Bank Reserve Line of Credit, U.S. Bank Credit Card, U.S. Bank Personal Line of Credit, or U.S. Bank Home Equity Line of Credit, for any automated advance to cover an overdraft to your associated deposit account, you will incur an interest charge according to the terms of your agreement governing your credit account. Advances on a U.S. Bank Credit Card Overdraft Protection Plan account are subject to the standard cash advance interest rate, as well as the current cash advance fee.
Please refer to your U.S. Bank Reserve Line of Credit, U.S. Bank Credit Card, U.S. Bank Personal Line of Credit or U.S. Bank Home Equity Line of Credit for information regarding interest charges.
When the Bank accesses funds from an eligible line of credit or credit card, these types of transfers may be subject to additional charges such as annual fees. In addition, you may be subject to interest that will accrue on the amounts advanced in accordance with your line of credit or cardmember agreement.
Business Banking Overdraft Protection
U.S. Bank offers Overdraft Protection Plans to help you avoid the inconvenience of having a check returned, and/or a debit card purchase rejected, resulting in the expense of overdraft fees. These Overdraft Protection Plans allow an eligible account to be linked to a U.S. Bank Business Checking Account(s) (“checking account(s)”) to cover overdraft situations when the Available Balance is insufficient to cover checks presented for payment and/or Available Balance has been reduced due to pending authorized debit card transactions, as specified in subsection “Debit Card Transactions”.
U.S. Bank lets you choose which eligible accounts are linked to your checking account for overdraft protection. Only one deposit product 20 and one credit product may link to a business checking account. If the checking account has both a credit product and a deposit product linked as overdraft protection, the system will always advance first from the credit product. Funds only draw from the deposit product if the credit product has insufficient available funds.
The name of the business on the business checking account must match the name of the business on the business credit overdraft protection plan account. The name(s) of the account signer(s) on the business checking account may also be required to match the account signer(s) on the business Overdraft Protection Plan account.
Eligible accounts include:
• U.S. Bank Business Savings or Money Market Account
• A secondary U.S. Bank Business Checking Account
• U.S. Bank Business Reserve Line of Credit
• U.S. Bank Business Credit Cards
• U.S. Bank Cash Flow Manager or Advantage Line
• If you have a U.S. Bank Business Savings, Business Money Market account, or secondary U.S. Bank Business Checking account linked as Overdraft Protection, any automatic advances will be in $200.00 increments made to cover the overdraft.
Automated transfers from a U.S. Bank deposit account are not assessed Overdraft Protection Transfer Fees.
If you have a U.S. Bank Business Reserve Line of Credit linked as overdraft protection, any automatic advances will be in $200.00 increments made to cover the overdraft. Please refer to your U.S. Bank Business Reserve Line Agreement for information regarding interest charges.
U.S. Bank Business Credit Card linked as overdraft protection, any automatic advances will be in $25.00 increments made to cover the overdraft. Advances on a U.S. Bank Business Credit Card Overdraft Protection Plan account are subject to the standard cash advance interest rate, as well as the current cash advance fee.
When the Bank accesses funds from an eligible line of credit or credit card, these types of transfers may be subject to additional charges such as annual fees. In addition, you may be subject to interest that will accrue on the amounts advanced in accordance with your line of credit or Cardmember Agreement. Please refer to your Cardmember Agreement for information regarding charges and fees.
Each time an overdraft protection transfer from a Business Reserve Line or a U.S. Bank Business Credit Card automatically transfers funds to the checking account, an Overdraft Protection Transfer Fee (daily fee) applies. The transfer fee amount posts as a separate transaction to the checking account.
Refer to the Business Pricing Information brochure for current fees.
This brochure can be obtained by stopping in a U.S. Bank branch.
If you have a U.S. Bank Cash Flow Manager linked as overdraft protection, any automatic advances will be in $100.00 increments made to cover the overdraft. While no Overdraft Protection Transfer Fee is charged to the Cash Flow Manager account for any automated advance to cover an overdraft to your associated deposit account, you will incur an interest charge according to the terms of your agreement governing your credit account. Please refer to your U.S. Bank Cash Flow Manager agreement for information regarding interest charges.
21 If the negative Available Balance is caused by a monthly maintenance fee, service fee or statement/image fee only, overdraft protection will not advance. (For example, the account is overdrawn due to a Monthly Maintenance fee, overdraft protection will not advance.
If additional transactions post, overdraft protection will advance to cover the negative Available Balance amount and an Overdraft Protection Transfer Fee may be charged.)
Business Overdraft Protection Agreements
U.S. Bank also offers certain business customers overdraft protection through separate written agreement. The terms of such agreement shall govern those Business Overdraft Protection Plans.
REFUSING PAYMENT ON YOUR CHECKS
You must fill in an amount (in words and numbers) correctly and clearly, and sign your name on checks you write. You should fill in the date and name a payee on your checks. If you don’t name a payee, anyone can cash the check. If you fail to follow these rules, we may refuse to honor your checks.
When a check you write is presented to us by another bank for payment, we will generally accept the endorsements on the check, because if an endorsement is missing or forged, we have rights against the other bank that protect us. When a check of yours comes to us other than through another bank, we might not cash it if we are not comfortable with the endorsements on it or the identity of the person who presents it. This is especially true with an endorsement in the name of a business entity.
We may require anyone who presents a check for payment in person (other than an account owner presenting a check on his or her own account) to:
• pay a fee to cash the check if applicable; and
• give a fingerprint or thumbprint, and identification, as a condition of cashing a check.
If the presenter of the check refuses to comply with these requirements, or complies but later asserts that these requirements infringed on their legal rights, you understand and agree that imposing these requirements will not be considered a “wrongful dishonor” of your checks.
FUNDS TRANSFERS
Unless we have entered into a specific written agreement with you that provides otherwise, payment orders you give to us for the transfer of funds out of the account by wire transfer or otherwise, and payment orders we receive for the transfer of funds into the account, will be governed by this paragraph. In addition, your rights and obligations with respect to a payment order, and our rights and obligations, will be governed by (a) any separate written agreement with us; then (b) this section; and then, to the extent not specified in a separate written agreement or this Agreement; (c) by Article 4A of the Uniform Commercial Code (“UCC4A”) as enacted in the state in which you have your account with us.
We reserve the right to refuse to accept any payment order. Payment orders are accepted when they are executed by us. We may process any payment order request (as well as any amendment or cancellation request concerning a payment order) that we believe is transmitted or authorized by you if we act in compliance with a security procedure 22 agreed upon by you and us. Such payment orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such orders, even though they are not transmitted or authorized by you. Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a payment order (among other ways) by placing a telephone call to you. If we cannot reach you, or if the payment order is not confirmed or approved in the manner we require, we may refuse to execute the payment order.
YOU AGREE THAT IF A PAYMENT ORDER OR
CANCELLATION THEREOF IDENTIFIES THE BENEFICIARY
BY BOTH NAME AND AN IDENTIFYING NUMBER, AND
THE NAME AND NUMBER IDENTIFY DIFFERENT PERSONS
OR ACCOUNT HOLDERS, EXECUTION AND PAYMENT TO
THE BENEFICIARY OR CANCELLATION MAY BE MADE
SOLELY ON THE BASIS OF THE IDENTIFYING NUMBER.
YOU ALSO AGREE THAT IF A PAYMENT ORDER IDENTIFIES
AN INTERMEDIARY BANK OR THE BENEFICIARY’S
BANK BY BOTH NAME AND AN IDENTIFYING NUMBER
AND THE NAME AND NUMBER IDENTIFY DIFFERENT
PERSONS, EXECUTION OF THE PAYMENT ORDER BY ANY
BANK MAY BE MADE SOLELY ON THE BASIS OF THE
IDENTIFYING NUMBER.
If we receive a funds transfer into any account you have with us, we are not required to give you any notice of the receipt of the funds transfer. The funds transfer will appear on your next periodic statement. To confirm the completion of funds transfers, please contact us through U.S. Bank 24-Hour Banking (see last page for phone numbers), usbank. com or the U.S. Bank Mobile App. Prior to the acceptance of an outgoing payment order, the outgoing payment order may be cancelled, but may not be amended or modified, if the beneficiary’s bank is located within the United States of America and the outgoing payment order is to be paid in U.S. dollars.
Other outgoing payment orders may not be cancelled, amended or modified. We must receive your cancellation in a reasonable time prior to the time we execute the outgoing payment order. Payment orders sent by Fedwire will be subject to the Federal Reserve’s Regulation J, and payment orders sent via other payment systems will be subject to the rules of those systems. You agree that we may record all telephone conversations and data transmissions received from, made for or made on behalf of you pursuant to or in connection with a payment order.
YOU AGREE THAT IF A PAYMENT ORDER, OR ANY
CANCELLATION OR AUTHORIZATION RELATING
THERETO, BUT FOR THE APPLICABILITY OF THE
ELECTRONIC FUND TRANSFERS ACT OF 1978 (AS IN
EFFECT FROM TIME TO TIME), CONSTITUTES A PORTION
OF A FUNDS TRANSFER AS DEFINED IN UCC4A, ALL
ACTIONS AND DISPUTES CONCERNING SUCH PAYMENT
ORDER, CANCELLATION OR AUTHORIZATION SHALL
BE DETERMINED PURSUANT TO UCC4A AND THIS
AGREEMENT TO THE FULL EXTENT PERMITTED BY LAW.
If an outgoing payment order in a foreign currency cannot be completed, the exchange rate that will apply to any refund due you will be the exchange rate in effect at the time on the day the refund is made. Additional fees may be deducted from a payment order amount by other banks involved in the funds transfer process. 23 We may route payment at our own discretion for each outgoing wire transfer. A wire transfer is irrevocable once payment has been transmitted to the beneficiary’s bank. At your request, we may request that the beneficiary’s bank return funds previously transferred. However, you acknowledge that the beneficiary’s bank is under no obligation to comply with this request.
WITHDRAWAL RIGHTS, OWNERSHIP OF
ACCOUNT, AND BENEFICIARY DESIGNATION
The following rules govern the ownership and withdrawal rights of deposit accounts with the various titles given to them.
There are two primary issues that these rules control. The first is “withdrawal rights” and the second is “ownership.”
By “withdrawal rights” we mean who has access to the funds in the account for all purposes. These withdrawal rights will control, for example, whose instructions we must follow, whose checks we must pay, and whose withdrawal requests we must honor. These withdrawal rights do not control who actually owns the funds, as between multiple parties to an account.
By “ownership” we generally mean who owns the funds in the account. In particular, by selecting a particular ownership, you are expressing your intention of how and to whom your interest in the funds in the account should pass in the event of your death.
If you create a type of account, you retain the right to change or close the account to the extent of the withdrawal rights you retain in your own name.
We make no representations as to the appropriateness or effectiveness of any particular ownership or beneficiary designations. Our only responsibility is to permit access to the account as provided by the withdrawal rights. You must consult with your own attorney or financial advisor as to whether and how to effect any change in actual ownership of funds in the account.
Individual Account. This is an account in the name of one person.
Such an account is also referred to as a “single ownership” account.
Withdrawal Rights. The holder of such an account is the only person who has the right to withdraw from the account, unless we permit the holder to designate an agent or attorney-in-fact to the account.
Ownership. The holder of such an account is presumed to be the owner. Holding such an account, by itself, creates no additional ownership rights nor survivorship rights (nor does such type of ownership create or extinguish any community property rights).
In almost all instances this type of account will pass, on the death of the owner, through the estate of the owner. (You must consult your own estate planner to be sure.)
Agents and “Attorneys-in-Fact.” The owner of this type of account can nominate an authorized signer or attorney-in-fact.
Joint Account - With Survivorship. If your account is opened as a joint account, we will treat it as a joint account with right of survivorship unless our account records demonstrate a different type of ownership. This is an account in the names of two or more natural persons, with the following features:
24 Withdrawal Rights. Each joint tenant has complete and separate access to the funds and withdrawal rights, and each authorizes the other(s) to endorse for deposit any item payable to the joint tenant. Upon the death of any joint tenant, any surviving joint tenant will have complete withdrawal rights to the balance of the account. If there is more than one surviving joint tenant, such survivors remain as joint tenants with right of survivorship with the same withdrawal rights provided in this section.
Each joint tenant reserves the right to change the ownership of the account to the extent of that owner’s withdrawal rights.
Ownership. Each joint tenant is presumed to “own” the funds in proportion to that person’s net contribution to the account. Each joint tenant intends upon his or her death that the funds owned by such person will be owned by the survivor. If there is more than one survivor, the “ownership” of the decedent’s funds will be shared equally with such survivors.
Other Titles. In some states, it is advisable to add either “not as tenancy in common” or “not as a tenancy by the entirety” or both to insure the intention described above.
Agents and “Attorneys-in-Fact.” Any joint tenant can
nominate an authorized signer or attorney-in-fact who can hold all the same withdrawal and deposit rights as the authorizing owner, except the authorized signer or attorney-in-fact will not be an owner (a joint tenant).
Joint Account with Survivorship - Arizona. A Joint Account with Survivorship in Arizona has a unique feature that will change the “ownership” rights on the death of one of the joint owners if there is more than one surviving joint tenant and one of the surviving joint tenants is the surviving spouse of the deceased joint tenant.
Withdrawal Rights. This rule will not change the withdrawal rights to the account on the death of a joint tenant; it only affects the actual ownership of the account balance, which will only affect the survivors, and will not affect our responsibilities under the account.
Ownership. If two or more parties survive and one is the surviving spouse of the deceased party, the amount to which the deceased party, immediately before death, was beneficially entitled by law belongs to the surviving spouse. If two or more parties survive and none is the spouse of the decedent, the amount to which the deceased party, immediately before death, was beneficially entitled by law belongs to the surviving parties in equal shares, and augments the proportion to which each surviving party, immediately before the deceased party’s death, was beneficially entitled under law, and the right of survivorship continues between the surviving parties.
Tenancy in Common Accounts. A Tenancy in Common account is another form of joint account without the survivorship feature.
A Tenancy in Common account is also in the name of two or more individual owners.
Withdrawal Rights. Each joint tenant has complete and separate access to the funds and withdrawal rights, and each authorizes the other(s) to endorse for deposit any item payable to the joint tenant. Until we receive notice of the death of any joint tenant, 25 any tenant in common will have complete withdrawal rights to the entire account balance.
If more than one tenant in common survives the death of another tenant in common, such survivors remain as tenants in common between them.
Each tenant in common reserves the right to change the ownership of the account to the extent of that owner’s withdrawal rights.
Ownership. Each tenant in common is presumed to “own”
the funds in proportion to that person’s net contribution to the account. However, because of the extreme difficulty in determining such proportions over time, you agree that upon the death of one tenant in common, the balance in the account at the time immediately before the death of the tenant in common will be deemed to be owned in equal shares between all tenants in common. After death and our receipt of notice of such death, the decedent’s share will be set aside for the estate of the decedent, and the survivor’s share in the account balance will be at the disposal of the surviving tenant in common.
Other Titles. In some states this account is referred to as Joint Tenancy WITHOUT Right of Survivorship.
Agents and “Attorneys-in-Fact.” Any tenant in common can nominate an authorized signer or attorney-in-fact who can hold all the same withdrawal and deposit rights as the authorizing owner, except the authorized signer or attorney-in-fact will not be an owner (a tenant in common).
Marital Account (Wisconsin). This account is an account established by two persons in Wisconsin who claim to be husband and wife. This account is, for such persons, the same as the Tenancy in Common account described above.
Marital Account with P.O.D. Beneficiaries (Wisconsin). This account is, first, the same as a Wisconsin Marital Account (which is, in turn, the same as a Tenancy in Common account described above).
Withdrawal Rights. During the lives of both parties to the marriage, the withdrawal rights will be the same as for the Marital Account. The beneficiaries have no withdrawal rights until the death of one of the marriage partners.
Ownership. Upon the death of one of the spouses, the surviving spouse owns 50% of the funds on deposit, and the P.O.D. beneficiary named by the deceased party (if that beneficiary is then surviving) owns the other 50%. Each spouse can name his or her own beneficiary.
If there is more than one beneficiary who is named by a party who survives, the shares of those beneficiaries will be equal.
On the death of one of the marriage partners, the account will have to be retitled and beneficiary shares will have to be redeposited or withdrawn.
Pay-on-Death Account. This is an account where one or more persons create the account and name one or more living persons as beneficiaries. Frequently the account title is A.B. Pay-on-Death to C.D. beneficiary.
26 Withdrawal Rights. The person who creates this type of account retains complete withdrawal rights in such an account during his or her lifetime and for his or her own benefit. The named beneficiary has no withdrawal rights to the account during the lifetime of the creator of the account. The owner can change or close the account, and change beneficiaries at any time.
On the death of the creator of the account, the beneficiary (on proof of death of the creator and proof of the identity as the named beneficiary), can withdraw the entire account balance. If there is more than one beneficiary who is named and survives the creator, the surviving beneficiaries acquire and can withdraw an equal share with the other surviving beneficiaries, without survivorship rights between beneficiaries. If a beneficiary dies before the creator, neither the beneficiary’s estate nor heirs acquire anything on the death of the owner.
If more than one person creates such an account, then such creators have complete and separate withdrawal rights between them during their joint lives, and the survivor of them will have complete withdrawal rights upon the death of the other creator.
Named beneficiaries can withdraw a share of the account balance only upon the death of the last creator and only if such beneficiaries are then alive (and upon proof of the deaths of the creators and their own identity as the named beneficiaries). In effect, if more than one person creates this type of account, with one or more beneficiaries, the account has first all the incidents of a “Joint Account with Survivorship” and only after there is but one joint tenant does the account have the incidents of a “Pay-on-Death” account.
Ownership. The creator of this type of account is presumed to own the funds during his or her lifetime and intends that ownership to pass to the beneficiary only upon his or her death and only if the named beneficiary survives him or her. If there is more than one creator, the ownership between such creators is the same as that between joint tenants with right of survivorship, with the same incidents upon the death of a joint tenant.
If there is more than one beneficiary who is named and survives the creator(s), the creators intend his, her or their ownership rights to pass to the then surviving beneficiaries in equal shares, with no survivorship rights between them.
Other Titles. This type of account has other names such as “Tentative Trust,” “Totten Trust,” “In Trust For” and “Revocable Trust.” In states where one of these trust accounts is recognized, the creators of such accounts will be referred to as a “settlor” or “grantor.” Nevertheless, all the incidents of such an account, the rights of the grantor(s) and beneficiaries are exactly the same as described for “Pay-on-Death” accounts above. Only the names have been changed.
Revocable Trust or Pay-on-Death Account (not subject to the Nonprobate Transfers Law of Missouri)
In Missouri, a Revocable Trust or Pay-on-Death account may include an appendage to its title “not subject to the Nonprobate Transfers Law of Missouri.” This appendage does not change the features of the account as described above for Pay-on-Death accounts. 27 Registration in Beneficiary Form - Missouri
Adding the acronym LDPS (which stands for lineal descendants, per stirpes) to a Revocable Trust or Pay-on-Death account in Missouri, changes the rights of beneficiaries of such accounts. LDPS designation means that if a named beneficiary of such an account dies before the account owner, then the unnamed lineal descendants of that deceased beneficiary will acquire the share of the deceased beneficiary on the death of the owner per stirpes.
UTMA (Uniform Transfers to Minors Act) Account
This is an account in the name of an adult custodian (or possibly a corporate custodian) for the benefit of a person who is a minor at the time the account is created.
Withdrawal Rights. During the minority of the child (as defined under applicable UTMA laws), the custodian has all withdrawal rights, but is required by law to exercise those rights solely for the benefit of the child. We, however, have no duty or agreement whatsoever to monitor or insure that the acts of the custodian are for the child’s benefit.
The custodian is required to turn over the account balance when the child reaches the age of majority. The custodian authorizes us, at our discretion, to exercise the custodian’s duty to transfer funds to the child at the child’s request upon reaching the age of majority.
Ownership. The child/beneficiary is at all times the owner of the funds in the account.
UGMA (Uniform Gifts to Minors Act) Account
A few states have not adopted the Uniform Transfers to Minors Act.
These few states have, for our purposes, an equivalent statute known as the Uniform Gifts to Minors Act, which has the same incidents as those described above for the UTMA account.
Fiduciary Account
A fiduciary account is an account opened by or taken over by an executor, administrator, personal representative, guardian, conservator, trustee, or other fiduciary in such capacity. Any fiduciary named as a signer on a fiduciary account shall be solely responsible for acting in accordance with the terms of the applicable laws, will, court order or trust instrument establishing and covering the fiduciary relationship, and we are not responsible for examining, or insuring compliance with the provisions of any such law or instrument.
Corporate, Partnership, Limited Liability Company and other Organizational Accounts
These are accounts opened by any business organization or association. We reserve the right to require the account holder(s) to furnish us with such resolutions, agreements or documents as we may reasonably request to evidence the authority of individuals to act on behalf of the account holder(s). We will honor such an authorization until we receive written notice of change from the governing body of the organization. It is mutually agreed that the power and authority of each person named as authorized to take action with respect to the account shall continue in full force and effect until we receive actual written notice of revocation, whether the same be brought about by dissolution of the account holder or otherwise.
28 PLEDGES AND SECURITY INTERESTS IN
FA VOR OF OTHERS
You cannot give a security interest or pledge your account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else.
Unless we agree in a separate writing otherwise a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can be exercised, including any right that arises by surviving the death of an owner (for example, a surviving joint tenant or beneficiary of a pay-on-death account).
ACCRUAL OF INTEREST
We will begin to accrue interest on deposits drawn from other banks at the time we get credit for the deposit in the collection process, which is not necessarily the same time as the time we make funds available for withdrawal.
If your account (for example a savings account) earns a variable rate of interest, we can change that rate at any time without notice to you, except as specifically provided in writing in the account disclosure or agreement. If the interest rate for your account(s) or the index or other referenced rate upon which the interest rate for your account(s) is based, is at any time less than zero percent, you agree to pay all amounts of the negative interest or fees which we impose as compensation for the negative interest rate.
You can find out our current rates on accounts that earn interest in our branches, from U.S. Bank 24-Hour Banking, or at usbank.com.
The telephone number is at the end of this booklet.
STOP PAYMENTS
Unless otherwise provided, the rules in this section cover stopping payment of items such as checks and drafts drawn on your account.
Rules for stopping payment on other types of transfers of funds, such as consumer electronic fund transfers, are covered elsewhere in the Electronic Banking Agreement for Consumer Customers section.
Here is what you must do to stop a payment:
ACH Check Conversion
An ACH Check Conversion is a transaction that starts as a paper check that you give to a merchant. The merchant converts the check, using the information on the paper, to send an electronic message to a bank to immediately take the money from your account. The merchant is required to post a notice about ACH Check Conversion in a prominent and conspicuous location at the time of the transaction. You can stop payment on an ACH Check Conversion only if it has not yet been presented by the merchant.
Electronic Fund Transfers
You can stop payment of certain types of electronic transactions.
Please refer to the Electronic Banking Agreement section for details.
Checks and drafts
If you want to stop payment of a check, you must stop by a U.S. Bank branch or call U.S. Bank 24-Hour Banking (see last page for phone numbers). Writing to us will take too much time and we will not 29 have time to act on your request before the check is paid. We will need the following information:
1. the account number the check is written on;
2. the check number;
3. the dollar amount;
4. the date; and
5. the name of the person you wanted to pay .
This information must be exact and correct. If it is not, we will not be responsible if the item is paid.
Who can stop a payment and for how long?
1. Any owner can stop payment of any check on the account whether that owner wrote the check or not (and assuming the item can still be stopped).
2. A stop payment order is effective for 24 months or longer, as determined at the time the stop payment order is placed.
You must renew it prior to the expiration of the stop
payment effective period or the item could get paid. We will not notify you when the stop payment effective period ends.
Fees may be assessed for placing a stop payment order.
3. O nly the owner who made the stop payment order can
release it.
4. Y ou must give us sufficient notice so that we have a reasonable period of time to act upon your request and
verify that the item has not been paid.
Effect of a stop payment
When you stop payment of a check, you may still be obligated to the payee, and the payee may still have the right to collect on the check or the underlying transaction. If we have to defend ourselves for letting you stop payment on a check, you have to protect us by paying our expenses, including our reasonable attorney’s fees.
What if we don’t stop payment?
We cannot stop payment of a check that has already been paid.
If you ask us to stop payment of a check and we pay it anyway, we gain whatever rights the payee has against you. This means, if the check should have been paid, or the payee has the right to collect from you anyway, we can collect from you. Therefore, if we pay an item that should have been stopped, before we recredit your account, you will have to prove to us that by our payment you have suffered a loss and the cause is our failure to stop the payment.
What kinds of checks does this NOT apply to?
This section does not apply to items not drawn on your account, such as teller’s checks, official (cashier’s) checks, and accepted checks (e.g., certified checks). We have no responsibility to honor your request to stop payment of items not drawn on your account. If we agree to stop payment on these items, we may require you to provide us with additional security (for example, a bond or collateral) and you agree to indemnify us for any damages and costs we incur as a result of stopping payment of such items.
Fee
To stop a payment you must pay our fee, the amount of which is disclosed in the pricing information disclosure or agreement for your account.
30 DORMANT ACCOUNTS AND ESCHEAT
A dormant account is an account that has been inactive. Generally, subject to state law, “inactive” means there has been no deposit, withdrawal or other communication from you about the account for the period of time as follows:
1. after 1 1 months for a checking account;
2. after 23 months for a savings account including those that offer limited (no more than six per month) check writing options.
For security reasons, we may refuse a withdrawal or transfer from an account we internally classify as inactive if we cannot reach you in a timely fashion to confirm the transaction’s authorization.
We charge a dormant account fee, unless excluded by account type or prohibited or restricted by state law. The dollar amount and frequency is disclosed in our pricing information disclosure.
If your account has a zero balance, we reserve the right to close it.
Any accounts linked as overdraft protection will be de-linked as part of the closure process. Refer to CLOSING YOUR ACCOUNT for additional information.
Escheat is the term that is used to describe the process of transferring an account balance to the state government after an account has been dormant and if our attempts to contact you fail.
The time period after which funds must escheat to the state varies from state to state. Once the funds are transferred to the state, you may be able to recover the funds from the state itself, but not from us.
As permitted by the state, we may deduct the cost of required due diligence from the balance of your account. This due diligence may include first class and certified mailings or public notices about your account’s pending escheatment, as required by state law.
SPECIAL PROVISIONS FOR THIRD-PARTY
ACCOUNTS
If you have opened a deposit account on behalf of the beneficial owner(s) of the funds in the account (for example as an agent, nominee, guardian, executor, custodian or funds held in some other capacity for the benefit of others), those beneficial owners may be eligible for “pass-through” insurance from the FDIC. This means the account could qualify for more than the standard maximum deposit insurance amount (currently $250,000 per depositor in the same ownership capacity). If the account has transactional features (such as check writing capabilities or the use of debit cards), as defined in 12 C.F.R. 370.2(j), you as the account holder must be able to provide a record of the interests of the beneficial owner(s) in accordance with 12 C.F.R. 370.5(a) and with the FDIC’s requirements as specified below.
The FDIC has published a Deposit Broker’s Processing Guide that describes the process to follow and the information you will need to provide in the event U.S. Bank fails. That information can be accessed on the FDIC’s website at https://www.fdic.gov/deposit/ deposits/brokers/ In addition, the FDIC published an Addendum to the Deposit Broker’s Processing Guide, section VIII, which is a good resource to understand the FDIC’s alternative recordkeeping requirements for pass-through insurance and is accessible at the website above. The Addendum sets forth the expectations of the 31 FDIC for pass-through insurance coverage of any deposit accounts, including those with transactional features. The Addendum will provide information regarding the records you keep on the beneficial owners of the funds, identifying information for those owners, and the format in which to provide the records to the FDIC upon failure of U.S. Bank. You must be able to provide this information in a timely manner in order to receive payment for the insured amount of pass-through deposit insurance coverage as soon as possible. You have an opportunity to validate the capability to deliver the required information in the appropriate format so that a timely calculation of deposit insurance coverage can be made. Please contact your account representative for details on the validation process.
You agree to cooperate fully with us and the FDIC in connection with determining the insured status of funds in such accounts at any time. In the event of failure of U.S. Bank, you agree to provide the FDIC with the information described above in the required format within 24 hours of the failure of U.S. Bank. As soon as the FDIC is appointed, a hold may be placed on your account so that the FDIC can conduct the deposit insurance determination; that hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance. You understand and agree that your failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against you from the beneficial owners of the funds in the account.
If you do not provide the required data, your account may be held or frozen until the information is received, which could delay when the beneficial owners could receive funds. Notwithstanding other provisions in this Agreement, this section survives after a receiver is appointed for us, and the FDIC is considered a third-party beneficiary of this section.
CONSUMER ELECTRONIC CHECK
REPRESENTMENT
If you write a check on a personal account that we return unpaid because of insufficient or uncollected funds, the depositor of the check or the depositor’s bank may resend (“represent”) the check to us electronically. That is, the depositor or the depositor’s bank may send us an electronic instruction (“electronic represented check”) to charge your account in the amount of the check.
Our Handling of Electronic Represented Checks. If we
receive an electronic represented check from the depositor or the depositor’s bank, we will pay or return the electronic represented check as if the original paper check were being represented to us.
The section titled “Electronic Fund Transfers” will not apply to any electronic represented check.
Ineligible or Unauthorized Electronic Represented Checks. For an electronic represented check to be charged to your account, all of the following must be true:
• the electronic represented check must relate to a paper check drawn on a personal account that we returned unpaid because of insufficient or uncollected funds;
• t he paper check must not have contained an unauthorized signature or an alteration and must not have been a counterfeit; • you must not have placed a stop payment on the paper
check after we returned it unpaid but before it was collected electronically;
32 • the paper check must have been less than $2500.00 in amount; • the paper check must have been dated 180 days or less before the date on which the electronic represented check is sent to us; • the electronic represented check must be for the face amount of the paper check only and may not include any collection fee charged by the depositor, the depositor’s bank, or a collection agency;
• the payee of the paper check must have given you notice that, if we returned the paper check unpaid because of insufficient or uncollected funds, the fee could be collected electronically; and • the electronic represented check must have been sent to us no more than twice after the first time we returned the paper check, or no more than once after the second time we returned the paper check.
You may have the right to reverse any ineligible or unauthorized electronic represented check that we charged to your account. If you want to reverse an electronic represented check because you placed a stop payment on the paper check to which the electronic represented check relates after we returned the paper check unpaid but before it was collected electronically, you must notify us within 15 days after we send or make available to you the periodic statement that reflects payment of that electronic represented check. If you want to reverse an electronic represented check for any other reason, you must give us an ACH Claim Form within 15 days after we send or make available to you the periodic statement that reflects payment of that electronic represented check. An ACH Claim Form may be obtained by contacting U.S. Bank 24-Hour Banking or a local U.S. Bank branch. In your claim form, you must declare and swear under oath that the electronic represented check was ineligible or unauthorized. If we receive your notice or claim form within the 15-day period, we will recredit your account with the amount of the charge but will not be responsible for any other damages associated with the transaction.
Stop Payment. If you wish to stop payment of any electronic represented check, you must follow the procedures contained in the rules for stopping payment of checks, not the procedures contained in the rules for stopping payment on electronic loan or bill payments.
CHECKING ACCOUNTS AND “SUBACCOUNTS”
For regulatory accounting purposes we may designate two sub- accounts for a checking account; one sub-account is a savings (non-transaction) account and the other is a checking account.
Checks and other third-party transfers are paid from the checking (transaction) account. As necessary, we transfer funds from the savings sub-account to the checking sub-account automatically.
You cannot access the savings sub-account directly. This accounting device does not affect either the appearance or the operation of your checking account in any way.
TELEPHONE TRANSFERS
If you have more than one account with us, including a credit card or open-end loan account, you can transfer funds between your accounts by telephone. You will need to have a PIN, and enter your account numbers, and other qualifications, but if you meet them, 33 1. you can transfer funds between your accounts by calling our 24-hour phone banking (see last page of this booklet for phone numbers), and
2. telephone transfers may be made by the same account
owners/signers and usually under the same conditions as generally applicable to withdrawals made in writing or by other means.
A transfer made by telephone is not immediately completed. It may take as long as one business day for us to verify the transaction and make the transfer. Consumer customers are assigned or can choose a PIN when requesting a ATM or Debit Card. Consumer customers without a debit card or ATM card can request a PIN by speaking to a 24-Hour Banking representative at 800.872.2657. A form is sent by 24-Hour Banking to the customer for completion and must be mailed back to the address on the form. A confirmation letter is mailed to the customer once the PIN has been established.
REAL-TIME PAYMENTS / PROHIBITION ON
FOREIGN PAYMENTS
Real-Time Payments (“RTP”) is an electronic payment system which permits payment senders to send funds in real-time to payment receivers for deposit into the payment receiver’s account(s). This means that a payment receiver will have near immediate availability of funds sent using an RTP system. The RTP system is intended for domestic payments only. It prohibits payments which involve either a sender or receiver located outside the United States. You agree that to the extent you either send or receive payments through an RTP system, you will not use your accounts to do so on behalf of a person who is not a United States resident or otherwise domiciled in the United States and that you will comply with all regulations of the Office of Foreign Assets Control.
REQUIRED SIGNATURES
Signature Comparison. We process certain items mechanically, based on information encoded on checks and other transaction items, and we are not required to examine items and debits drawn on your account. We collect your signature to obtain your agreement to the rules we establish for your account, but this does not create any responsibility on our part to verify signatures on items and other charges to your account.
Number of Signatures. You agree that if you
1. require the signatures of two or more persons to open an account;
2. have an account in which more than one signature is
required to complete a transaction;
3. authorize someone to transact some but not all transactions on your account;
4. authorize someone to transact business on your account for limited purposes and no others; or
5. use checks that require two or more signatures,
such arrangements are strictly between you and the other person(s) you authorize, whether we have notice of your arrangement (including in a form we provide you) or not. You cannot assert a claim against us for permitting a transaction so long as any one of 34 the owners or authorized persons sign or initiate the transaction, even if a person exercises more authority than you have given.
CHANGES TO OUR AGREEMENT WITH YOU
We may change any term of this Agreement. We will give you reasonable notice in writing or by any other method permitted by law. You agree that in any event 30 days written notice is reasonable.
If we notify you that the terms of your account have changed, and you continue to have your account after the effective date of the change, you have agreed to the new terms. For consumer customers, rules governing changes in interest rates are provided for separately in the Truth-in-Savings disclosure(s) or in another document.
CLOSING YOUR ACCOUNT
This section does not apply to an active time deposit (or certificate of deposit) account.
If you intend to close your account: If you intend to close your account with us, you should tell us; simply transferring all the money in your account and reducing your account balance to $0.00 is insufficient notice and may result in additional fees charged to your account.
If you close your account,
1. you are still responsible for transactions you arranged for, including those that arrive after the account is closed;
2. you should pay special attention to pre-authorized
electronic deposits to your account and payments from that account; you should reroute the deposits to another account and make other arrangements for the payments, with us
and the other institutions involved;
3. you should not close your account until all the transactions you arranged for have been cleared, and you should leave enough funds to clear them and the fees that might be due; and
4. if it is an interest-bearing account, accrued interest will not be paid.
If your account is closed and you have a debit or ATM card associated with the account, you will need to either:
1. close the associated card; or
2. select a new account to be linked to your card.
If you do not designate a new account, the bank will automatically assign your ATM/debit card to a new account from any eligible account where you are an owner/ joint owner. If there are no eligible accounts the card will be closed.
We can close your account:
We can close your account, ATM and debit card for any reason or for no reason at all. If we close your account, we will send you notice within ten days after closing and/or indicate the closure on your next account statement. We will send the collected account balance to you at your last known address as reflected in our account records. At our sole discretion we may, but are not required to, withhold a sufficient sum to cover any outstanding items and likely fees. If we withhold any money for such contingencies, 35 we will refund that to you after we are satisfied that no further withholding is necessary.
If your account is closed for any reason, you authorize us to re-open your account to process any transactions authorized prior to account closure, or for other purposes consistent with applicable law.
As part of the account closure, any accounts linked to the Checking Account as overdraft protection will be de-linked. If a U.S. Bank Reserve Line of Credit is linked as overdraft protection to a Checking Account that is closed for any reason, the Reserve Line will also be closed, and you must repay any remaining balance according to the monthly payment coupon included in your future periodic statements.
STATEMENTS AND NOTICES
Statements. We will periodically make available to you a paper or eStatement of your checking or savings account. These statements show the transactions that occurred in the time period covered by the statement. If you elect not to receive or review your statement, you are still responsible for having access to the information provided in the statement. At our option, a statement will not be produced in any statement period in which service charges, fees, reversals, refunds or interest are the only transactions on the account. When other activity exists, such as a deposit or withdrawal, a statement will be available to you and will include all transactions which have occurred since the last statement (this includes any service charges, fees, reversals, refunds or interest that occurred since the last available statement). At a minimum, all accounts will receive an annual statement. Regardless of how frequently a statement is made available, monthly service charges and other account fees will continue to be deducted from the account. In addition, applicable interest will continue to accrue and be paid periodically as disclosed in the product pricing information disclosure.
Combined Statements. If you have multiple accounts with us, we may at any time automatically combine your accounts on a single, easy-to-read monthly statement. We will only combine statements for accounts that have common ownership (meaning at least one owner is common across multiple accounts) and the same address and Social Security Number.
If you prefer to continue receiving separate statements, please contact U.S. Bank within 30 days of receiving your combined statement. You may reach us by calling one of the numbers listed on the back of this brochure, sending a letter to U.S. Bank, 60 Livingston Ave, EP-MN-WS5D, St. Paul, MN 55107, or sending a secured email by logging on to usbank.com and selecting “Contact Us”. Please include the following information in your correspondence: your name, account number(s) and the reference code “CMBSTMN.”
Your address. You must give us your correct address, and if you move or change your address, you must keep us advised. You are responsible for messages and statements we send to the most recent address you have given us. We may also update your address in our records without a request from you if we receive an address change notice from the U.S. Postal Service or if we receive updated address information from our mail services vendor.
36 If you agree to accept mail electronically, you must give us your accurate email address and keep us up to date with any changes to your address. You are responsible for keeping your email functioning properly, or advising us if it does not work.
Multiple owners. Periodic statements and notices that we make available to one owner or agent/signer of an account will be the same as providing statements and notices to all owners of an account. You agree to designate the primary address for purposes of receiving statements and other account correspondence. Each account owner agrees that we may send any legal notice or legal process affecting any owner or the account to the primary address designated on the account. Each account owner agrees to notify the other owners of any legal notice received at that address pertaining to such other account owner or to the account.
Your Duty to Examine Your Statement. As used in this section, the term “problem” means any error, alteration, counterfeit check, or unauthorized transaction (including, but not limited to, forged or missing signatures and excluding consumer electronic banking transactions) related to your account. Because you are in the best position to discover any problem, you agree to promptly examine your statement and report to us any problem on or related to your statement within 30 calendar days after we mail the statement (or make the statement available) to you. You agree that we will not be responsible for:
1. any problem that you do not report to us in writing within a reasonable time not to exceed 30 calendar days after we mail the statement (or make the statement available) to you;
2. s ubsequent problems or fraudulent items occurring after 30 days of the first occurrence; if you fail to report the problem within 30 days of the first occurrence reported on your statement;
3. results from a for gery, counterfeit or alteration so clever that a reasonable person cannot detect it (for example, unauthorized checks made with your facsimile or other
mechanical signature device or that look to an average
person as if they contain an authorized signature); or
4. as otherwise provided by law or regulation.
You agree to waive any rights to recovery you may have against us if you do not provide notice to us in the manner and within the time required by this Agreement. You may not start a legal action against us because of any problem unless: (a) you have given us the above notice and (b) the legal action begins within one year after we send or make your statement available to you. You agree that if the problem is the result of a series of events (for example, multiple forgeries over a period of time) then the date the first event occurred is the date from which the period to bring a legal action will begin to run. If you make a claim against us in connection with a problem, we reserve the right to conduct a reasonable investigation before re-crediting your account and you agree to fully cooperate in such investigation. Within 30 days of the date of mailing, you agree to complete and return an affidavit of unauthorized paper debit on the form we provide you along with any other information we may request. You further agree to file a police report if we request. If you refuse to sign such an affidavit or fail to return the affidavit and other requested documentation within 30 days of the date we mail it to you, you agree that we may consider the matter resolved 37 and reverse any provisional credit provided. At our sole discretion, we may, but are not obligated to, provisionally credit your account during the investigation for all or a portion of the amount claimed.
Any provisional credit to your account may be reversed if you fail to fully cooperate in our investigation or, if as a result of our investigation, we determine that the charge to your account was proper. You agree to pay any fees assessed or accrued against your account during the investigation or that may arise upon reversal of any provisional credit.
For problems involving an electronic banking transaction, please refer to the “Electronic Banking Agreement” sections of this brochure.
This time period for you to examine your statement and report problems to us are without regard to our level of care or the commercial reasonableness of our practices, and without regard to whether cancelled checks are supplied to you.
Contact us if you do not receive your regular statement. If this is a business account, you agree that you will have at least two people review your statements, notices, and returned checks, or in the alternative, the person who reviews these will be someone who does not have authority to transact business on the account.
RETURN OF CANCELLED CHECKS
For some specific consumer and business checking accounts we currently offer two plans, with respect to the return of cancelled checks:
1. Check S afekeeping: paid checks that are not returned - your statement will show the check number, the amount,
and the date it is paid; or
2. I mage Checks on Statement: paid checks that are not returned - your statement will include a reduced image
of the front of the check or front and back of a check in addition to the number, amount and date the check is paid as part of the statement; (See the CHECK 21 section; the images sent with your statement are not substitute checks themselves, but some may be images of substitute checks.) .
Option 1 is what you will get unless you specifically ask for option 2. The checking accounts for which these options are available vary. The products and our fee structures for each option are disclosed in the Consumer Pricing Information or Business Pricing Information disclosure or agreement for your account. (Both can be obtained by stopping in a U.S. Bank branch or for the Consumer Pricing Information only, call 800.872.2657 to request a copy.)
If you take option 1 or 2, and you have need for a specific paper check, we can provide a substitute copy to you upon request.
CHECKS, CHECKING ACCOUNTS AND
SA VINGS ACCOUNTS WITH DRAFT ACCESS
NOW Accounts: Transaction accounts are NOW Accounts on
which you can write negotiable orders of withdrawal. Negotiable orders of withdrawal look and function like checks, and the rules governing checks also apply to them. Depending on account features, NOW Accounts may or may not bear interest. Although we have no intention of exercising this right, federal regulations 38 require that we reserve the right to require at least seven days’ written notice prior to withdrawal or transfer of any funds on your NOW Account.
SA VINGS ACCOUNTS
By the term “savings” account we mean an account that earns interest but has no specific maturity date or required notice period. (A maturity date or a required notice period is a characteristic of a time deposit or certificate of deposit.)
We will provide you with a periodic (quarterly, monthly, annually based on your account type and account activity) statement for your savings account and you must examine your statement for errors or forgeries just as you should for your checking account.
Savings Account Transaction Policy
We reserve the right to require seven days’ notice before any withdrawal from any savings account, though it is very unlikely we will require such notice and, if we do, we will require it for all savings accounts.
S.T.A.R.T. PROGRAM AGREEMENT
(New enrollment discontinued as of November 15, 2015)
Savings Today And Rewards Tomorrow®
S.T.A.R.T. is a program offered by U.S. Bank to help you achieve and maintain your savings goals. The following information provides the terms of the S.T.A.R.T. Program (the “Program”), the details you need to know to enroll in and manage your savings plan, as well as the terms for earning rewards under the Program. We may change these terms at any time, in which case we will provide you notice of those changes. Please read these terms carefully and contact us if you have any questions. By enrolling in the Program, you agree to these terms.
Enrollment Process and Eligibility
To be eligible for the Program, you must meet, and continue to meet, the following three requirements:
1. Open and/or maintain an active U.S. Bank Package, including:
• A Silver, Gold or Platinum Package Checking account AND • A Package Money Market Savings account
N ote: Account ownership must be identical for both the package checking and package money market savings
accounts.
2. Enroll in the Program.
3. Schedule and maintain a qualifying transfer from your Package Checking account to your Package Money Market Savings
account.
Qualifying Transfers Options
A qualifying transfer must occur at least once per month from your Package Checking account (“checking account”) to your Package Money Market Savings account (“savings account”). Three transfer options are available for you to choose. You are required to set up at least one option but can utilize all three choices.
Note: Qualifying transfers may not be processed if your checking account has a negative Available Balance or if your balance would become negative as a result of the transfer.
39 1. Scheduled Transfer option: A recurring regularly scheduled transfer based on a specific amount transferred from the Package Checking to the Package Money Market Savings on a specific date(s) you select.
• T ransfers can occur daily, weekly, every other week, or can be based on a specified date(s) or day(s) during the month.
One-time or same-day transfers do not qualify.
• Example: Schedule a transfer of $10.00 from your checking account to your savings account on the 1st of each month.
2. Transfers Based on Debit Card Purchases: A recurring transfer from the Package Checking account to the Package Money Market Savings account based on each number of U.S. Bank Debit Card purchases you make, transferred on the business day after the transaction is posted.
• Select a dollar amount between $.25 and $5.00 to transfer for each purchase transaction.
• The total number of debit card purchase transactions posted to your checking account each day will be multiplied by the per transaction dollar amount selected. That amount will be transferred from your Package Checking account to your
Package Money Market Savings account.
• The debit card must be associated with the enrolled
checking account. For joint checking accounts, more than one debit card can be designated and a separate transfer will occur for the activity of each card.
• Example: You have selected a transfer amount of $.50.
If five debit card purchases post on Tuesday, a transfer of $2.50 will occur on Wednesday (from your checking
account to your savings account).
3. Transfers Based on Credit Card Purchases: A recurring transfer based on the number of U.S. Bank Credit Card purchases you make, transferred on the business day after the transaction is posted. • Select a dollar amount between $.25 and $5.00 to transfer from the Package Checking account to the Package Money
Market Savings account for each credit card purchase
transaction.
• The total number of credit card purchase transactions posted to your credit card each day will be multiplied by the dollar amount selected. That amount will be transferred from your Package Checking account to your Package Money Market
Savings account.
• The credit card owner’s name must also be an owner on the enrolled S.T.A.R.T. checking account. For joint checking accounts, more than one credit card can be designated, and a separate transfer will occur for the activity of each card. • All U.S. Bank-branded, co-branded or affinity credit cards are eligible.
• If more than one credit card is enrolled in S.T .A.R.T. for this transfer option, separate transfers will occur for the total purchases posted to each card.
• Example: You have selected a transfer amount of $3.00.
If two credit card purchases post on Monday, a transfer of $6.00 will occur on Tuesday (from your checking account to your savings account).
40 S.T.A.R.T. Goals and Rewards
The Program offers two rewards that can be earned by achieving and maintaining a specific account balance – called your Goal Balance – in your savings account. Your Goal Balance is the account balance of your Package Money Market Savings account at time of enrollment, plus $1,000.00. You must reach Goal 1 before you become eligible for Goal 2.
S.T.A.R.T. Goal 1: When you reach the Goal 1 Balance in your Package Money Market Savings account AND a qualifying transfer occurs within 35 days of meeting the Goal 1 Balance, you will earn a $50.00 U.S. Bank Rewards Card.
S.T.A.R.T. Goal 2: When you maintain the Goal Balance in your Package Money Market Savings account for 12 consecutive months from the date of meeting Goal 1, you will earn a $50.00 U.S. Bank Rewards Card.
Note: Reward(s) will be sent to the primary savings accountholder within 30 days of goal verification. Rewards will be reported as interest earned on IRS Form 1099-INT. The accountholder is responsible for any applicable taxes. If your savings account is subject to State or Federal tax withholding, the amount of your U.S. Bank Rewards Card will have taxes withheld. A customer is eligible to earn only one of each goal type, for a maximum reward of $100.00.
Rewards Cards cannot be reloaded with additional funds, nor can they be used at an ATM. No cash access. Terms and conditions, including fees, apply. Rewards Cards are issued by U.S. Bank National Association pursuant to a license from Visa U.S.A. Inc. © 2021 U.S. Bank.
Monitor and Make Changes to your S.T.A.R.T. Selections
You can make changes to any transfer option, add or delete transfer selections, and monitor your goal progress: by accessing your account via online banking, speaking with a banker at a participating branch, or calling U.S. Bank 24-Hour Banking (see last page for phone numbers). Additionally, S.T.A.R.T. mobile or email alerts can be set up through online banking, and your monthly statements will provide S.T.A.R.T. progress information.
Program Termination
Your participation in S.T.A.R.T. will end if:
• Y ou notify your banker that you no longer wish to
participate in the Program.
• Y our Package Checking account or Package Money Market Savings account is closed, is transferred to another product, or the account ownership does not match on both the
checking and savings accounts.
• A qualifying transfer is not scheduled for six consecutive months when working towards Goal 1 achievement.
TIME DEPOSITS
A time deposit is more commonly known as a certificate of deposit or CD. With a time deposit, you agree to keep your deposit with us for a specified period of time, or agree to give a required advance notice prior to withdrawal, and we agree to pay you interest at an 41 agreed upon rate, or an agreed formula for a rate, for that period of time.
We are not required to permit an early withdrawal from a time deposit, and if we do, it will be on condition that you pay an early withdrawal fee and penalty. The amount of that penalty will be disclosed to you when you open such an account.
All the features of your time deposit will be disclosed to you when you open the account. You can call 24-Hour Banking, visit a local U.S. Bank branch, or go to usbank.com to find out what CD products and terms we offer.
If your time deposit, including single maturity, automatically renewable or Individual Retirement Account CDs, remains inactive for a pre-determined period of time, as required by state, and our attempts to contact you fail we may transfer or escheat your funds to the state as required.
Escheat is the term that is used to describe the process of transferring an account balance to the state government after an account has been dormant for a pre-determined period of time, as required by state, and if our attempts to contact you fail.
The time period after which funds must escheat to the state varies from state to state. Once the funds are transferred to the state, you may be able to recover the funds from the state itself, but not from us.
As permitted by the state, we may deduct the cost of required due diligence from the balance of your account. This due diligence may include first class and certified mailings or public notices about your account’s pending escheatment, as required by state law.
LIMIT OF LIABILITY
We process millions of transactions every day, with the help of complicated technology and other companies. If we make a mistake and charged you more than we should have, or failed to give you credit you were due, we will correct the error, so long as you give us sufficient and timely notice and an opportunity to fix it. See the section above titled Statements and Notices, for your duty to pay attention to your statement and report any errors.
You agree – to the extent allowed by law – to waive any indirect, incidental, special, consequential and punitive damages for errors or mistakes we make in good faith. This includes damages that might otherwise be available in a tort or contract action, and whether the consequences are foreseeable or not.
ELECTRONIC MESSAGES AND AGREEMENTS
Many customers use the Internet and email as their primary form of communication with us. If you provide us with an email address, you agree that we may communicate with you via email and you further agree to notify us of any changes to your email address.
You agree that we may make agreements with you by electronic means. Your authorization and consent to such an agreement, or your delivery of instructions, may be made by use of certain numbers, codes, marks, signs, personal identification numbers (PINs), public or private keys or other means, acceptable to you and to us, to establish your identity and acceptance of the electronic communications. All electronic communications that meet these requirements will be deemed to be valid and authentic and you 42 intend and agree that those electronic communications will be given the same legal effect as written paper communications signed by you. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering.
You are not required to accept electronic communications; we want you to be aware that this is an option for you to accept. We will never ask you for sensitive account information, such as, passwords, PINs, Social Security numbers or account numbers via email. If you receive an email that appears to be from U.S. Bank asking for this type of information, immediately forward the email in its entirety (not as an attachment) to [email protected].
LEVIES, GARNISHMENTS AND OTHER LEGAL
PROCESS
We are a national bank with many locations. You agree that for purposes of this part, we may treat your funds as existing at any and all locations where legal process can be served upon us or on an appointed agent of ours on our behalf. You understand and agree that a creditor or governmental agency may attach your account by service of legal process on any of our locations, at any site designated by us for acceptance of service of process, on any appointed agent of ours, or any other method authorized by law, court rule, or regulation. We may accept and comply with legal process served by any means, whether in person, by mail, facsimile, electronic transmission, or other means. You agree that we may not contest such legal process.
If we are served with a garnishment, levy, execution, or other legal process of apparent validity (together referred to as “legal process”), you understand and agree that we will pay all amounts in the account, or release information about your account, in satisfaction of the legal process and in compliance with our understanding of applicable law. If your account is a joint account, for purposes of responding to legal process, we will consider each joint owner to have an undivided interest in the entire account. Therefore, you agree we may pay all amounts in the account in satisfaction of any legal process, even if it attaches to the interest of fewer than all the account owners. You agree that we may process a levy, garnishment, or other legal process served on us even if we do not process it on the same day it was received. If you believe your funds are exempt from legal process, or otherwise should not be subject to the legal process (for example, if you own funds and the legal process applies to another joint owner, you believe the court, garnishor, or levying authority lacks jurisdiction over you or the property, or you believe the garnishment or levy names the wrong party as garnishee), you agree that it is your responsibility to raise any defense to the legal process against the party who originated the legal process or seek reimbursement from a joint owner, and you agree that we have no obligation to do so.
If we are served with any legal process that tries to attach or in some way prevent you from freely using your funds, you give us the right, but we have no obligation, to hold any portion of the funds during any time necessary to determine to our satisfaction who has the legal right to the funds. If we are not able to determine whether the funds are subject to the legal process, you agree that we may deposit the funds with any court which we deem to have jurisdiction over us or the property in your account and ask that court to determine 43 to whom the funds belong. You consent to the jurisdiction of such court to determine the legal right to the property in your account and agree to reimburse us for our expenses, including attorney’s fees and expenses, arising out of the service of the legal process on us and our response to it.
If the legal process requires us to release information about one or more accounts for which combined statements are provided, we may release the entire combined statement even if other accounts on the statement are not covered by the legal process.
All legal process is subject to our rights of setoff and our security interest in your account. We will assess a service fee against your account for any legal process served on us regardless of whether the process is subsequently revoked, vacated, or released. Unless expressly prohibited by law, we will set off or enforce our security interest against your account for such fee prior to our honoring the legal process. We will not be liable to you if an attachment, a hold, or the payment of our fee from your account leaves insufficient funds to cover outstanding items. You agree to hold us harmless from any claim relating to or arising out of how we handle legal process pursuant to this part.
RESOLVING ACCOUNT DISPUTES AND
ADVERSE CLAIMS
If a dispute arises concerning your account (including, for example, a dispute over who is an authorized signer or owner), or if we believe we have a claim against you or we have or receive a claim by a third party (including our affiliates) to all or a portion of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your account, or if we have concerns regarding your account or the use of your account, we have the right to hold any portion of the property in your account until the dispute, claim, or concern is resolved to our satisfaction. We will not be liable to you if the hold we place on your account leaves insufficient funds to cover outstanding items. For purposes of this section, “account” includes any account you have with us or any of our affiliates (including, without limitation, agency, custody, safekeeping, brokerage, and revocable trust accounts). If the dispute, claim or concern remains unresolved, you agree that we may at our option deposit the property in your account with a court and ask the court to determine to whom the property belongs. If we deposit your property with a court, you agree that we may charge your account for our costs, including attorney’s fees and expenses.
INCREASED COSTS TO MAINTAIN YOUR
ACCOUNT
If your account becomes subject to a receivership, court order or bankruptcy, and we are required to implement changes as to your account that increase our costs to maintain your account (for example, a requirement for us to pledge property to secure your account above the amount of any deposit insurance on your account), you agree to reimburse us for the additional costs and any expenses incurred by us (including legal fees) to implement such required changes as to your account.
CONSUMER REPORT DISPUTES
We may report information about your deposit accounts to Consumer Reporting Agencies (CRA). As a result, this may prevent you from 44 obtaining services at other financial institutions. If you believe we have inaccurately reported information to a CRA, you may submit a dispute by calling 844.624.8230 or by writing to:
U.S. Bank Attn: CBDH Management, P. O. Box 3447, Oshkosh, WI 54903-3447. In order for us to assist you with your dispute, you must provide: your name, address and phone number; the account number; the specific information you are disputing; the explanation of why it is incorrect; and any supporting documentation (e.g., affidavit of identity theft), if applicable.
ACCOUNT INFORMATION
Our Privacy Pledge discloses the information we share with other entities for marketing purposes. We also may be required to provide information about you and your account when and as required or permitted by law for other purposes, such as, for example:
1. reporting of interest you earn to federal and state tax authorities;
2. reporting of cash transactions that are at reportable limits;
3. investigating and reporting of transactions that we
reasonably determine to be suspicious; and
4. responding to subpoenas, court orders, or government investigations.
SETOFF
We have the right under the law to set off amounts you owe us against your accounts with us. For purposes of this section, “account” includes any account you have with us or any of our divisions, departments, and affiliates (including, without limitation, agency, custody, safekeeping, securities, investment, brokerage, and revocable trust accounts) and “you” includes, without limitation, your revocable trust, any partnership in which you are a general partner, any prior or successor entity by way of an entity conversion, and any other series of your series limited liability company (as applicable). In addition to this legal right, you give us and our affiliates the contractual right to apply, without demand or prior notice, all or part of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your accounts, against any debt any one or more of you owe us or our affiliates. If your account is a joint account, you agree we may consider each joint owner to have an undivided interest in the entire account, so we may exercise our contractual right of setoff against the entire account. This includes, for example, debts that now exist and debts that you may incur later, your obligations under a guaranty, and also includes all fees you owe us or our affiliates.
We will not be liable to you if enforcing our rights of setoff against your account(s) leaves insufficient funds to cover outstanding items or other obligations. You agree to hold us harmless from any claim arising as the result of our enforcement of our rights of setoff in, or enforcement of our rights of setoff against, your account(s).
Our contractual right of setoff does not apply:
1. to an account that is an IRA or other tax-deferred retirement account;
2. t o a debt that is created by a consumer credit transaction under a credit card plan (but this does not affect our rights under any consensual security interest); or
3. if our records demonstrate to our satisfaction that the right of withdrawal that a depositor/debtor has with us only
45 arises in a representative capacity (for example, only as an authorized signer, attorney-in-fact or a fiduciary) for someone else.
This right of setoff is in addition to any security interest that we or an affiliate of ours might have in your deposit account.
SECURITY INTEREST IN ACCOUNTS
You grant to us and our affiliates, a security interest in all your accounts with us, and all property in your accounts (including money, certificates of deposit, securities and other investment property, financial assets, etc.), to secure any amount you owe us or our divisions, department, and affiliates, now or in the future.
This includes, for example, debts that now exist and debts that you may incur later, your obligations under a guaranty, and also includes all fees you owe us or our affiliates. For purposes of this section, “account” includes any account you have with us or any of our affiliates (including, without limitation, agency, custody, safekeeping, securities, investment, brokerage, and revocable trust accounts) and “you” includes, without limitation, your revocable trust, any partnership in which you are a general partner, any prior or successor entity by way of an entity conversion, and any other series of your series limited liability company (as applicable). In order to provide us and our affiliates with control over your account and all property in your account for purposes of perfecting the security interest granted above, you agree that we shall comply with any and all order, notices, requests and instructions originated by us or any of our affiliates directing disposition of the funds in your account without any further consent from you, even if such instructions are contrary to your instructions or demands or result in our dishonoring items which are presented for payment.
If your account is a joint account, you agree we may consider each joint owner to have an undivided interest in the entire account, so we may exercise our security interest against the entire account. We may enforce our security interest without demand or prior notice to you. You agree, for purposes of this security interest, that our affiliates may comply with any instructions we give them regarding your accounts held with them, without further consent. You also agree that we may comply with any instructions regarding your accounts that we receive from our affiliates pursuant to a security interest they have in your accounts with us. We will not be liable to you if enforcing our security interest against your account(s) leaves insufficient funds to cover outstanding items or other obligations.
You agree to hold us harmless from any claim arising as the result of our security interest in, or enforcement of our security interest against, your account(s).
SECURITY
It is your responsibility to protect the account numbers, including card numbers and electronic access devices (e.g., an ATM card, debit card, username and password or PIN) we provide to you for your account(s). Do not discuss, compare, or share information about your account number(s) with anyone unless you are willing to give him or her full use of your money. An account number can be used by thieves to encode your number on a false demand draft which looks like and functions like an authorized check. 46 If you furnish your access device and grant actual authority to make transfers to another person (a family member, coworker or employee, for example) who then exceeds that authority, you are liable for the transfers unless we have been notified that transfers by that person are no longer authorized.
Your account number can also be used to electronically remove money from your account. If you provide your account number in response to a telephone solicitation for the purpose of making a transfer (to purchase a service or merchandise, for example), payment can be made from your account even though you did not contact us directly and order the payment.
You must also take precaution in safeguarding your blank checks.
Notify us at once if you believe your checks have been lost or stolen.
As between you and us, if you are negligent in safeguarding your checks, you must bear the loss entirely yourself or share the loss with us (we may have to share some of the loss if we failed to use ordinary care and if we substantially contributed to the loss).
We reserve the right to place a hold on your account if we suspect irregular, fraudulent, unlawful or other unauthorized activity involved with your account. We may attempt to notify you of such a hold, but we are not required to provide notice prior to placing the hold. You agree that we may maintain such a hold until all claims against you or us to the funds held in your account, whether civil or criminal in nature, have been resolved fully in our sole satisfaction.
RESOLUTION OF DISPUTES BY ARBITRATION
PLEASE READ THIS PROVISION CAREFULLY. UNDER
THIS PROVISION, YOU WAIVE YOUR RIGHTS TO TRY
ANY COVERED CLAIM IN COURT BEFORE A JUDGE OR
JURY AND TO BRING OR PARTICIPATE IN ANY CLASS
OR OTHER REPRESENTATIVE ACTION.
The following provision applies to any claim, cause of action, proceeding, or any other dispute between you, on the one hand, and us, our respective parents, subsidiaries, affiliates, agents, employees, predecessors-in-interest, personal representatives, heirs and/or successors, and assigns, on the other hand (each a “Claim” as further defined under the heading “Claims Covered by Arbitration”), including all questions of law or fact related thereto.
Agreement to Arbitrate: Either you or we may elect in writing, and without the consent of the other, to arbitrate all Claims covered by this provision.
Claims Covered By Arbitration: Claims subject to our agreement to arbitrate shall include all of the following: (1) Claims related to or arising out of this account Agreement, or any prior or later versions of this account Agreement as well as any changes to the terms of this account Agreement; (2) Claims related to or arising out of any aspect of any relationship between us that is governed by this account Agreement, whether based in contract, tort, statute, regulation, or any other legal theory; and (3) Claims that relate to the construction, scope, applicability, or enforceability of this arbitration provision. Claims include Claims that arose before we entered into this account Agreement (such as Claims related to advertising) and after termination of this account Agreement.
47 Claims Not Covered By Arbitration: Claims subject to our agreement to arbitrate shall not include any Claim you file in a small claims court, so long as the Claim remains in such court and advances only an individual claim for relief.
Commencing an Arbitration: The party initiating arbitration must choose one of the following arbitration forums to
administer the arbitration:
• The American Arbitration Association (“AAA”) under
AAA’s Consumer Arbitration Rules, except as modified by this account Agreement. AAA’s Rules may be obtained from www.adr.org or 1-800-778-7879 (toll-free).
• JAMS/Endispute (“JAMS”) under JAMS’ Comprehensive
Arbitration Rules & Procedures or Streamlined Arbitration Rules & Procedures, including JAMS’ Consumer Minimum
Standards, except as modified by this account Agreement.
JAMS’ Class Action Procedures shall not apply. JAMS’
rules may be obtained from www.jamsadr.com or
1-800-352-5267 (toll-free).
If the chosen arbitration forum is for any reason unable to serve, then the parties may agree to a comparable substitute organization. If the parties are unable to agree, then a court of competent jurisdiction shall appoint a substitute organization.
Arbitration Procedure: The arbitration shall be decided by a single neutral arbitrator selected in accordance with AAA’s or JAMS’ rules, as applicable. The arbitrator will decide the dispute in accordance with the terms of our account Agreement and applicable substantive law, including the Federal Arbitration Act and applicable statutes of limitation. The arbitrator shall honor claims of privilege recognized at law. The arbitrator may award damages or other relief (including injunctive relief) available to the individual claimant under applicable law. The arbitrator will not have the authority to award relief to, or against, any person or entity who is not a party to the arbitration. The arbitrator will take reasonable steps to protect customer account information and other proprietary or confidential information.
Any arbitration hearing shall take place in the federal judicial district that includes your home address, unless you and we agree in writing to a different location or the arbitrator so orders. If all Claims are for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing in accordance with AAA’s or JAMS’ rules.
At your or our request, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and binding, subject to judicial review only to the extent allowed under the Federal Arbitration Act. You or we may seek to have the award vacated or confirmed and entered as a judgment in any court having jurisdiction.
No Class Action or Joinder of Parties: You and we agree that no class action, private attorney general, or other representative claims may be pursued in arbitration, nor may such action be pursued in court if either you or we elect arbitration. Unless mutually agreed to by you and us, Claims of two or more persons may not be joined, consolidated, or otherwise brought together in the same arbitration (unless those persons are joint account 48 owners or beneficiaries on your account and/or related accounts, or parties to a single transaction or related transaction). If this specific paragraph is determined by the arbitrator to be unenforceable, then this entire provision shall be null and void.
Arbitration Costs: Unless the applicable arbitration rules at the time of filing a Claim are more favorable to you, we will advance (i) all arbitration costs in an arbitration that we commence, and (ii) the first $2,500 in arbitration filing, administration, and arbitrator’s fees in an arbitration that you commence. To the extent allowed by applicable law and our agreements, the arbitrator may award arbitration costs and attorneys’ fees to the prevailing party.
Applicable Law: You and we agree that you and we are
participating in transactions that involve interstate commerce and that this provision and any resulting arbitration are governed by the Federal Arbitration Act. To the extent state law applies, the laws of the state governing your account relationship apply. No state statute pertaining to arbitration shall apply.
Severability: Except as this provision otherwise provides, if any part of this provision is deemed to be invalid or unenforceable by the arbitrator, that part will be severed from the remainder of this provision and the remainder of this provision will be enforced.
ATTORNEY’S FEES
Where used, “attorney’s fees” includes our attorney’s fees, court costs, collection costs, and all related costs and expenses.
Notwithstanding any provision in this Agreement to the contrary, any provision for attorney’s fees in this Agreement shall not be enforceable in any dispute governed by the laws of California or Oregon.
FUNDS A V AILABILITY: YOUR ABILITY TO
WITHDRAW FUNDS – ALL ACCOUNTS
This funds availability policy applies to deposits into a checking or savings account made at a branch or ATM. This policy may not apply to deposits made remotely through a mobile or other electronic device.
Some sections of this disclosure apply to all accounts and all customers. There are special sections for New Accounts, Commercial Accounts, Wealth Management Accounts and Retail Consumer and Business Accounts. We will make that clear in the section headings.
Funds “availability” means your ability to withdraw funds from your account, whether those withdrawals are to be in cash, by check, automatic payment, or any other method we offer you for access to your account. If deposited funds are not “available” to you on a given day, you may not withdraw the funds in cash and we may not use the funds to pay items that you have written or honor other withdrawals you request. If we pay items that you have written or honor other withdrawals before funds are available to you, we may charge a fee for this. Please review the product pricing information disclosure for information regarding overdraft fees associated with your accounts.
Please remember that even after the item has “cleared,” we have made funds available to you, and you have withdrawn the funds, 49 you are still responsible for items you deposit that are returned to us unpaid and for any other problems involving your deposit. See our Returned Deposited and Cashed Items section.
DETERMINING THE A V AILABILITY OF A
DEPOSIT – ALL ACCOUNTS
The day funds become available is determined by counting business days from the day of your deposit. Every day is a business day except Saturdays, Sundays, and federal holidays. If you make a deposit in person before our “cutoff time” on a business day we are open, we will consider that day to be the day of your deposit for purposes of calculating when your funds will become available. However, if you make a deposit after the cutoff time, or on a day we are not open, we will consider that the deposit was made on the next business day we are open.
Our cutoff times vary from branch to branch. The earliest cutoff time at any of our branches is 2:00 p.m. (local time at the branch).
If a deposit is made after 8:00 p.m. (local time at the ATM location) or on a day we are not open, we will consider the deposit to be made on the next business day we are open.
Deposits you send by mail are considered deposited on the business day it arrives if it arrives by the cutoff time at the branch of deposit.
In all cases, availability of any deposit assumes that a requested withdrawal will not overdraw the account.
IMMEDIATE A V AILABILITY – ALL ACCOUNTS
The following types of deposits will usually be available for withdrawal immediately under normal circumstances:
• Cash (if deposited in person to an employee of ours); • Electronic direct deposits;
• W ire transfers; and
• The first $225.00 from the total of all other deposits made on any given day.
Cash and wire transfer deposits are subject to the Special Rules for New Accounts and the $225.00 availability is subject to the rule in the section titled Longer Delays May Apply.
LONGER DELAYS MAY APPLY
Government Checks, Cashier’s Checks, and Other Types of Special Checks. If you make a deposit of one of the following items in person to one of our employees, our policy is to make the funds from those deposits available no later than the first business day after the day of deposit:
• State and local government checks that are payable to you; • Cashier ’s, certified, and teller’s checks that are payable to you; and
• Federal Reserve Checks, Federal Home Loan Checks, and U.S.
Postal Money orders that are payable to you.
If you do not make your deposit in person to an employee of the bank (for example, if you mail us the deposit), funds from these deposits may be available no later than the second business day after the day of deposit. However, we may delay funds for a longer period of time, see section titled Longer Delays May Apply – Safeguard Exceptions.
50 Case-by-Case Delays. In some cases, we will not make all of the funds that you deposit available to you as provided above. Depending on the type of check that you deposit, funds may not be available until the second business day after the day of your deposit. The first $225.00 of your deposit, however, will be available no later than the first business day after the day of deposit, and usually immediately.
If we are not going to make all of the funds from your deposit available on the first business day, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to one of our employees (including a deposit made at an ATM) or if we decide to take this action after you have left the premises, we will mail you the notice by the day after we receive your deposit.
If you will need the funds from a deposit right away, you should ask us when the funds will be available.
Safeguard Exceptions. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances:
• W e believe a check you deposit will not be paid.
• Y ou deposit checks totaling more than $5,525.00 on any one day.
• Y ou redeposit a check that has been returned unpaid. • Y ou have overdrawn your account repeatedly in the last six months.
• There is an emer gency, such as failure of computer or communications equipment.
We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. They will generally be available no later than the seventh business day after the day of your deposit.
RETAIL CONSUMER, BUSINESS
AND COMMERCIAL ACCOUNTS
Our general availability policy for these accounts is to make funds available to you on the first business day after the day of deposit.
We generally make some portion of a day’s deposits available for withdrawal immediately. See the previous section for the types and amounts of deposits that are available immediately.
WEALTH MANAGEMENT ACCOUNTS
Our general availability policy for Private Client Accounts is to make funds you deposit available to you immediately. This immediate availability policy includes all deposits at any ATM.
The section above titled Longer Delays May Apply also applies to your accounts. If we impose a delay as provided in that section, then the sections titled Cashing Checks and Other Accounts may also apply.
DEPOSITS AT AUTOMATED TELLER
MACHINES – RETAIL CONSUMER, BUSINESS
AND COMMERCIAL ACCOUNTS
Our Machines. If you make a deposit at a deposit-accepting ATM identified as ours with the U.S. Bank name, your deposit will generally be available on the first business day after the day of deposit. However, in certain circumstances, and at U.S. Bank’s 51 discretion, the funds may not be available until the second business day after the day of deposit.
Partner ATMs. U.S. Bank has established alliances to expand ATM convenience. These partner ATMs display the U.S. Bank logo and are included in the definition of a U.S. Bank ATM. However, these ATMs generally do not accept deposits. If we permit a deposit at a partner ATM, your deposit will not be available until the fifth business day after the day of deposit.
Other Machines. Generally, deposits at an ATM that is not identified as ours with the U.S. Bank name are not permitted. If we permit a deposit at an ATM that is not identified as ours with the U.S. Bank name, your deposit will not be available until the fifth business day after the day of deposit.
SPECIAL RULES FOR NEW ACCOUNTS –
RETAIL CONSUMER AND BUSINESS ACCOUNTS
If you are a new customer, the following special rules will apply during the first 30 days your account is open.
Funds from electronic direct deposits and deposits of cash and wire transfers to your account will be available on the day we receive the deposit. The first $5,525.00 of a day’s total deposits of cashier’s, certified, teller’s, traveler’s, on-us checks (checks drawn on U.S. Bank), and federal, state and local government checks will be available on the first business day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be payable to you (and you may have to use a special deposit slip). The excess amount over $5,525.00 will be available on the fifth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $5,525.00 will not be available until the second business day after the day of your deposit.
Funds from all other check deposits will generally be available on the fifth business day after the day of your deposit. In certain instances, we may hold funds from other check deposits for longer than five business days. For example, if we receive a check that falls within the Safeguard Exception description above, we may delay funds for up to seven business days. If we do so, we will provide you with a hold notice at the time of deposit or when we learn that we will hold the funds from the deposit.
CASHING CHECKS
If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cashed would have been available if you had deposited it.
OTHER ACCOUNTS
If we accept for deposit a check that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your availability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would then not be available for withdrawal until the day the deposited item would have been available, which will usually be the first business day after the day of deposit. 52 ADDITIONAL TERMS FOR BUSINESS
ACCOUNTS
All other sections of this Agreement apply to consumer and business accounts alike, (except when a rule specifically says it will apply to consumers). The following sections apply to accounts used primarily for business purposes.
UNLAWFUL INTERNET GAMBLING AND
OTHER ILLEGAL TRANSACTIONS
You agree that you, or anyone acting on your behalf, will not use your account, access device or banking relationship with us to facilitate illegal transactions such as those prohibited by the Unlawful Internet Gambling Act of 2006, or otherwise violate any law, rule or regulation applicable to you. If we identify a suspected illegal transaction, we may block such transactions, and further we may close your account or terminate our banking relationship with you.
DEPOSIT OF PRE-AUTHORIZED DRAFTS
A pre-authorized draft is an arrangement whereby you get authority from a person (a customer, usually) to access a deposit account owned by that person to pay a debt that person owes you. You deposit these “drafts” into a deposit account with us, and we collect them from your customers, who may have accounts with us or other banks. (These “drafts” are checks you create based on information your customer provides you, such as the customer’s name and account number, and the express permission your customer gave you to draw on his account.)
When you deposit these pre-authorized drafts, you make the following agreements and warranties:
1. Y ou have express, verifiable and binding authorization from your customer to access his, her or its account for the amount you ask us to collect;
2. Y ou will keep the proof of your authorization in retrievable form for not less than two years from: (a) the date of the authorization of a one-time draft; or (b) from the date of revocation of the authorization of recurring drafts. You agree to provide us with such proof upon our request;
3. W e may reverse any credit given to you for any draft deposited to your account and returned to us regardless of when it is returned or the reason for the return. We may take funds in your account to pay the amount you owe us, and if there are insufficient funds in your account, you will still owe us the remaining balance.
EARNINGS CREDIT
Fees for services used by you may be assessed in full to your accounts or may be offset through account analysis by applying earnings credit to your service charges to determine a single monthly net service charge. Your earnings credit rate is established by us and will change from time to time. For business accounts, the variable earnings credit rate may be zero or a negative rate. If the earnings credit rate for any of your account(s) or the index or other referenced rate upon which the earnings credit rate for your account(s) is based is at any time less than zero percent, you agree to pay all amounts of the negative earnings credit or fees which we impose as compensation for the negative earnings credit rate. Your 53 net service charge could be zero if your earnings credit equals or exceeds your total charges in a given month. If your earnings credit is not sufficient to offset the amount due hereunder, you agree to pay such amounts to us upon demand.
WAIVER OF NOTIFICATION OF REDEPOSITED
CHECKS
When you deposit checks to your account, you have a right to be notified whenever a check you deposit is returned unpaid. We offer a plan (to businesses who elect it) whereby we will automatically redeposit checks returned unpaid due to insufficient funds. To simplify collection of these items, you give up this right to notification for those items we redeposit. If these items are returned unpaid a second time, you will receive standard notification.
We may withhold the availability of funds represented by a redeposited check. We will notify you of such delay.
FACSIMILE SIGNATURES
You may wish to use a facsimile signature stamp or other mechanical signature device to sign checks or other orders relating to your accounts. If you do, we will, without contacting you, debit your account for items bearing an imprint that looks substantially like your authorized mechanical signature, whether or not such items bear the actual facsimile signature stamp. You agree to notify us and give us a sample imprint if you plan to use such a device. If you do not give us a sample, this section still applies to your use of the device. You are responsible for the security of any mechanical signature device. We will not be responsible for payment of unauthorized items bearing an imprint from, or similar to, your authorized mechanical signature.
DEPOSITS
Truncation, Substitute Checks, and Other Check Images:
If you truncate an original check and create a substitute check or other replacement document, or other paper or electronic image of the original check, you warrant that no one will be asked to make payment on the original check, a substitute check or any other electronic or paper image, if the payment obligation relating to the original check has already been paid. You also warrant that any substitute check(s) you create conforms to the legal requirements and generally accepted specifications for substitute checks. You agree to retain the original check in conformance with the time requirements as outlined in your remote deposit capture agreement with us. You agree to indemnify us for any loss we may incur as a result of any truncated check transaction you initiate. We can refuse to accept substitute checks that have not previously been warranted by a bank or other financial institution in conformance with the Check 21 Act.
Unless specifically stated in a separate agreement between you and us, we do not have to accept any other electronic or paper image of an original check.
Deposit Preparation, Sorting, and Endorsements: You agree to properly prepare, sort, and endorse all deposits according to requirements specified in any applicable user guides and Federal Regulation CC. We require that you include the external processing code of “6” in Position 44 of the MICR line for all remotely created checks, and we reserve the right to dishonor any remotely created check that does not meet the requirement. You agree to indemnify 54 us for any loss we incur that results from your failure to comply with these requirements.
Requalification: If you elect to have another bank or entity receive and process all of your returned checks, such other bank’s endorsement may be obscured by our depository bank endorsement.
You understand and agree that any other endorsement placed on your checks that identify another bank as the depository bank or the bank to which checks should be returned may result in illegible or double endorsements, which may delay the return of your checks. You agree we shall not be liable for any such delays.
FRAUD PREVENTION MEASURES
We offer certain products and services, such as “positive pay,” and account blocks and filters that are designed to detect or deter fraud. Failure to use such services could substantially increase the likelihood of fraud. If you fail to implement any of these products or services, or if you fail to follow these or other precautions reasonable for your type of account or circumstances, you agree that you will be precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit or other fraudulent item that such product, service or precaution was designed to detect or deter, and we will not be required to re-credit your account or otherwise have any liability for paying such items.
CUSTOMER SEGREGATED ACCOUNTS. Notwithstanding
anything to the contrary in this Agreement or any other agreement, we will maintain all money designated as client money—by broker- dealers, future commission merchants, or derivatives clearing organizations—in customer segregated accounts in accordance with acknowledgement letters required by applicable SEC and CFTC rules and regulations.
ELECTRONIC BANKING AGREEMENT
FOR CONSUMER CUSTOMERS
This section applies to payment orders and funds transfers governed by the Electronic Fund Transfer Act. When you enroll in online and mobile banking we will provide you with the U.S. Bank Digital Services Agreement that governs the use of all online and mobile services (“Digital Services”).
If you have any questions regarding electronic banking transactions or believe that an unauthorized transaction has occurred, please call U.S. Bank 24-Hour Banking (see last page for phone numbers), visit a local U.S. Bank branch or write to:
U.S. Bank 24-Hour Banking
EP-MN-WS5D
60 Livingston Ave.
St. Paul, MN 55107
Please read this disclosure carefully because it tells you your rights and obligations for the transactions listed. You should keep this notice for future reference.
TYPES OF TRANSACTIONS
These are the types of Electronic Fund Transfers that you can accomplish with us (assuming you make arrangements to do so).
Electronic Fund Transfers Initiated by Third Parties. You may authorize a third party to initiate electronic fund transfers between 55 your account and the third party’s account. These transfers to make or receive payment may be one-time occurrences or may recur as directed by you. These transfers may use the Automated Clearing House (ACH) or other payments network. Your authorization to the third party to make these transfers can occur in a number of ways. In all cases, these third-party transfers will require you to provide the third party with your account number and bank information. Thus, you should only provide your bank and account number information (whether over the phone, the Internet, or via some other method) to trusted third parties whom you have authorized to initiate these electronic fund transfers. Examples of these transfers include, but are not limited to:
Direct Deposits. You can arrange for direct deposits to your checking or savings account(s).
Preauthorized Payments. You can arrange to pay certain
recurring bills from your checking or savings account(s).
Electronic check conversion. You may authorize a merchant or other payee to make a one-time electronic payment from your checking account using information from your check to pay for purchases or pay bills.
Electronic returned check charge. You may authorize a
merchant or other payee to initiate an electronic fund transfer to collect a charge in the event a check is returned for insufficient funds.
Expanded Account Access
What it is. Any card or PIN (personal identification number) can be used to access up to five checking, savings, line of credit and credit card account(s) held in the same name at U.S. Bank or any of its bank affiliates; and any account you open with us and our affiliates may be accessed by your card or PIN. “Access” means use of a card or account number and PIN to conduct a transaction or obtain information at ATMs, over the telephone, through personal computer banking, or any other available method. If the card or PIN is for a joint account, that card or PIN can be used to access all the accounts linked to the card or PIN account, whether joint or individual. Expanded Account Access is also applicable to your Digital Services.
The “cards” that can get Expanded Account Access. All
U.S. Bank Debit Cards and ATM cards (excluding prepaid cards), and all U.S. Bank-issued Credit Cards (including, but not limited to, co-branded credit cards, and all credit lines issued through U.S. Bank and U.S. Bank affiliates).
Fees and Charges for Expanded Account Access. There are no additional fees or charges just for Expanded Account Access, but fees applicable to each applicable account will continue to apply in accordance with the terms of the applicable account agreements. The fees and terms for each of your accounts will be as disclosed in the Consumer Pricing Information disclosure. (This document can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) The fees and terms for your personal credit cards and lines of credit are disclosed in the applicable cardmember agreement.
How to Cancel.
You can visit a branch or call the U.S. Bank 24-Hour
Banking number at any time to cancel Expanded Account Access. If you cancel Expanded Account Access for any account, that account 56 will not be accessible by any card or PIN other than the card or PIN specifically designated for that account.
Account Access at Automated Teller Machines
You can access up to five checking, five savings, and five line(s) of credit or credit card accounts at U.S. Bank ATMs through all your cards held in the same name (excluding prepaid cards).
You may perform the following transactions at ATMs:
• Make cash withdrawals from your checking and savings
accounts associated with your card. Cash denominations vary by ATM.
• G et cash advances from your credit card account using your U.S. Bank Debit Card or ATM card. (Refer to your cardmember agreement for any cash advance fees and finance charges that may apply.)
• Deposit funds to checking and savings accounts associated with your card. Deposit up to 30 checks and 50 bills in a single transaction. Instant availability for cash deposits if deposited before 6:00 p.m. local time in a non-envelope deposit ATM. • T ransfer funds from your account(s) associated with your card. • Make payments to credit card or line of credit accounts from a deposit account associated with your card.
• Check the current balance of your checking, savings, credit card and line of credit accounts associated with your card.
• Request a statement showing your most recent deposit account transactions. (Refer to the Consumer Pricing Information disclosure regarding any fees for purchasing statements at ATMs. This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.)
• Change your ATM or debit card PIN.
• Make certain charitable contributions from a deposit account associated with your card.
• Y ou may access your Home Equity Line of Credit or Personal Line of Credit for balance inquiries and making a payment to the respective line of credit at the ATM.
Some of these transactions are not available at all ATMs.
For customers with a Debit or ATM card that have accessed a Home Equity Line of Credit or a Personal Line of Credit through the expanded card access feature, cash withdrawals/advances and transferring from the Home Equity Line of Credit or Personal Line of Credit is not allowed.
Purchases at Merchants
You may use any of your U.S. Bank Debit Cards to make purchases at merchants that accept Visa® debit cards. You may use your U.S. Bank ATM Card and any of your U.S. Bank Debit Cards to make purchases by entering your PIN at participating merchants. You may also get cash from a merchant, if the merchant permits. Purchases made with your card will result in debits to your “primary” checking account.
These transactions will be itemized on your monthly statement, including the merchant name, location, the date of purchase and the amount of the purchase.
Partial Debit Card Transactions
Some merchants may be enrolled in Visa’s Partial Authorization service. This means that if you chose ‘No’ to ATM and Debit Card Overdraft Coverage, your transaction may be approved for only 57 part of your total purchase amount. This occurs when you do not have a sufficient Available Balance, necessary to pay for the entire transaction, at the time of the purchase. Additionally, funds from your designated account(s) linked for Overdraft Protection (if applicable) may be considered when determining the amount that is authorized.
For example, if you attempt a $30.00 transaction when your account has an Available Balance of $20.00, your purchase may be approved for $20.00 instead of the entire transaction being declined.
Other Electronic Transactions
In addition to transactions initiated by using your U.S. Bank Debit Card, there are other electronic banking transactions that you may arrange through your account. These include:
• T elephone/personal computer activated transfers of funds from your accounts with us to other accounts with us or to third parties. These include but are not limited to transfers made by telephone, text, online and mobile banking.
• Aut omatic transfer of funds between checking and savings accounts.
• Aut omatic periodic payments to third parties or us from checking or savings accounts (for example, monthly mortgage payments, installment loan payments, insurance payments, utility payments).
• Direct deposit to checking or savings accounts (for example, payroll checks, social security payments).
• Electronic check conversions from your checking account using a blank, partial or fully completed personal check at merchant locations.
• Payments made to your account through your U.S. Bank Debit Card.
• Y ou can also use any of your U.S. Bank Debit Cards to obtain a cash advance from your checking account at any Visa® member bank anywhere in the world.
LIMITS ON TRANSFERS
New Accounts
Generally, you cannot make deposits at a non-U.S. Bank ATM. If we permit a deposit at an ATM that is not identified as ours with the U.S. Bank name, your deposit will not be available until the fifth business day after the day of deposit.
Security
For security reasons, there are limitations on the transactions that you may perform with any of your U.S. Bank Debit Cards or U.S. Bank ATM Cards per day. There are limitations on the number of transactions that can be performed per day and the limits may vary. For security reasons we do not disclose these limits. There are limitations on the dollar amount of cash withdrawals at ATMs and/or cash that you receive from merchants over the amount of your purchase. There are also limitations on the total dollar amount of purchases at merchants and/or cash advances at Visa® member banks you may perform during each 24-hour period beginning at 4:30 p.m. Central Time. Our standard transaction limits for ATM cards are $300.00 per day for cash withdrawals and $1,000.00 per day for purchases. Our standard transaction limits for debit cards are $500.00 per day for cash withdrawals and $1,000.00 per day for purchases and/or cash advances at banks. Our standard transaction 58 limits for receiving money through your U.S. Bank Debit Card are $3,000.00 per transaction and $10,000.00 per day. We may change these limitations based on periodic risk assessments and we reserve the right to make such changes without notice to you. Transfer limits are also subject to temporary reductions to protect the security of customer accounts or transfer systems.
Debit Card Transactions
When you use your U.S. Bank Debit Card (Debit Card) for payment, the merchant requests U.S. Bank to authorize the transaction amount.
We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction. At the time of the request, we authorize (promise to pay) or decline the merchant’s request. If we authorize (promise to pay) we will reduce your Available Balance by the amount of the merchant’s authorization request. Some merchants (e.g., hotels, restaurants, gas stations, car rental agencies) request an authorization that is an estimated amount of the anticipated purchase instead of the full purchase amount. As a result, the reduction of your Available Balance may be less or greater than the final debit card transaction amount presented for payment. It is important to note that your Available Balance may change between the time a debit card transaction is authorized and when the debit card transaction is presented for payment.
Debit card authorizations will be reflected as pending transactions from the time we receive the authorization until the merchant presents the item for payment, a completion message is received, or three business days, whichever occurs first. If the debit card authorization has not been presented for payment after three business days, it will be removed from your pending transactions and your Available Balance will no longer be reduced by the authorization amount. Due to prior authorization (promise to pay), if the debit card transaction is presented for payment at a later date we will pay the item regardless of your Available Balance.
If any debit card transaction results in a negative Available Balance at the time it is presented for payment—even if your Available Balance was positive at the time the debit card transaction was authorized— you may be charged an Overdraft Paid Fee. For more information on Available Balance please see the section titled INSUFFICIENT FUNDS AND OVERDRAFTS.
Please know, it is your responsibility to ensure your account has a sufficient Available Balance to cover all transactions you conduct. We recommend keeping a record of your balance and deducting every transaction at the time you initiate it.
FEES
We will charge you fees for electronic fund transfers in accordance with the information found in our Consumer Pricing Information disclosure. (This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) The fees may be changed at any time, subject to our giving you any notice required by law.
ATM Surcharges. When you use an ATM that is not identified as ours with the U.S. Bank name, and the ATM does not participate in the MoneyPass® Network, you may be charged a fee by the ATM operator or any network used to complete the transfer. To find MoneyPass ATM locations, please visit www.moneypass.com. 59 USING YOUR CARD FOR INTERNATIONAL
TRANSACTIONS
You may use your U.S. Bank Debit Card or ATM card for retail purchases with international merchants, for international cash advances and all transactions performed at international ATMs that bear any of the network logos found on your card. Refer to our Consumer Pricing Information disclosure for fee information. (This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) We may block transactions in certain foreign countries. Call us at 800.872.2657 for more information. Some merchant and ATM transactions, even if you and/or the merchant or ATM are located in the United States, are considered international transactions under the applicable network rules, in which case we will add International Processing Fees to those transactions.
U.S. Bank does not control how these merchants, ATMs and transactions are classified for this purpose. If the transaction requires a currency conversion, the exchange rate in effect when processed may differ from the rate in effect on the date of the transaction or the date of the posting to your Account.
Transactions processed through the Visa® system will be converted according to the applicable rules established by Visa®. The foreign currency transaction will be converted to U.S. Dollars by multiplying the amount of the foreign currency times (a) a rate selected by Visa® from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa® itself receives, or (b) the government-mandated rate in effect for the applicable central processing date. For transactions processed through other networks, the international currency transaction will be converted by that network in accordance with their rules.
Additional fees may apply. If you need to contact us about your card while outside of the United States, call us collect at 503.401.9991.
ADVISORY AGAINST ILLEGAL USE
You agree not to use your card(s) for illegal gambling or any other illegal purpose. Display of a payment card logo by, for example, an online merchant does not necessarily mean that transactions are lawful in all jurisdictions in which you may be located; therefore, we reserve the right to decline all online (Internet) gambling transactions.
DOCUMENTATION
Terminal transfers. You can get a receipt at the time you make any transfer to or from your account using automated teller machines or point-of-sale terminals. However, you may not get a receipt if the amount of the transfer is $15.00 or less.
Pre-authorized credits. If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you can call U.S. Bank 24-Hour Banking, log in to the U.S. Bank Mobile App or visit our online banking site at usbank.com to find out whether or not the deposit has been made.
Periodic statements. You will get a monthly account statement unless there are no transfers in a particular month. In any case, you will get the statement at least quarterly for an account to or from which you have arranged for electronic access. In the event your account has become inactive as defined in the section titled Dormant Accounts 60 and Escheat (refer to page 31) and you have had no electronic activity, you will receive an annual statement.
PREAUTHORIZED PAYMENTS
If you have arranged for automatic periodic payments to be deducted from your checking or savings account and these payments vary in amount, you will be notified by the person you are going to pay ten calendar days prior to the payment date of the amount to be deducted. If the date upon which your payment is scheduled to be deducted changes, the person you are going to pay will notify you seven calendar days prior to the new scheduled date. To confirm the completion of automatic transfers, payments and/or direct deposits, please contact U.S. Bank 24-Hour Banking, log in to the U.S. Bank Mobile App or visit our online banking site at usbank.com.
Right to Stop Payment of Preauthorized Transfers
To stop a preauthorized electronic payment or transfer, please call U.S. Bank 24-Hour Banking (see last page for phone numbers). You must call in time for us to receive your request and to be able to act upon it, which in the case of these electronic payments, is at least three business days before the transfer is scheduled to occur. We may also require you to put your request in writing and forward it to us within 14 days after you call.
If you order us to stop one of these payments at least 3 business days before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.
OUR LIABILITY
Liability for failure to make transfers. If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:
1. If, through no fault of ours, you do not have enough money in your account to make the transfer.
2. If you have an overdraft line and the transfer would go over the credit limit.
3. If the automated teller machine where you are making the transfer does not have enough cash.
4. If the terminal or system was not working properly and you knew about the breakdown when you started the transfer.
5. If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken.
6. There may be other rules/limitations stated in our
agreement(s) with you that excuse our failure to make a requested transfer (for example, the monthly limit on certain transfers out of non-transaction savings accounts; refer to Savings Accounts, Withdrawal section on page 39 for
additional details).
Authorized Transactions
We assume that all transactions performed with your U.S. Bank ATM Card or any of your U.S. Bank Debit Cards and/or your personal identification number (PIN) are authorized unless you promptly notify us to the contrary. If you intentionally provide another person with the means to perform electronic banking transactions using your account, any resulting transactions will be treated as if they were 61 performed and authorized by you. Such treatment will continue until you notify U.S. Bank Fraud Liaison Center (see page 62) that the other person is no longer authorized to use your card and/or PIN (in which case the card and PIN will have to be deactivated).
UNAUTHORIZED TRANSACTIONS AND LOST OR
STOLEN CARDS
An unauthorized transaction is one that another person conducts without your permission and from which you receive no benefit.
In order to avoid unauthorized transactions, please observe the following basic precautions:
• Do not keep your U.S. Bank ATM Card or U.S. Bank Debit Card and personal identification number (PIN) together. Do not write your PIN on your card.
• Do not provide your card or reveal your PIN to another person.
If you do so, you authorize that person to conduct transactions using your card or PIN. You are liable for that person’s transactions until you notify U.S. Bank Fraud Liaison Center (see below) that the person is no longer authorized to use your card or PIN.
• Notify U.S. Bank Fraud Liaison Center or any U.S. Bank branch of the loss, theft or unauthorized use of your card or PIN. • Notify U.S. Bank Fraud Liaison Center or any U.S. Bank branch if you think an electronic banking transaction is incorrectly reported on a receipt or statement. Failure to promptly notify U.S. Bank Fraud Liaison Center or any U.S. Bank branch of the loss, theft, or unauthorized use of your card or PIN will result in inconvenience to you and will hinder the efficient operation of your account.
U.S. Bank Fraud Liaison Center
877.595.6256
We reserve the right to cancel, block, and not renew your access device for any reason, with or without prior notice. Reasons for suspension of access may include, for example:
• Detection of suspicious or fraudulent activity;
• Lack of usage;
• Misuse; or
• Access devices returned as undeliverable by postal service.
CONSUMER LIABILITY FOR UNAUTHORIZED
TRANSFERS
Zero Liability for All Transactions. Except as provided in the next paragraph, you are generally protected from all liability for unauthorized use of any of your U.S. Bank Debit Cards, the associated account numbers printed on them (including purchases made over the phone, online or in the U.S. Bank Mobile App) and your ATM card or its associated personal identification number (PIN). You still need to report the loss or theft of these cards, PINs, and any unauthorized transactions to us as soon as you can. This is necessary so you can get any unauthorized transactions reversed, prevent further unauthorized transactions, and avoid liability for subsequent purchases we could have prevented had you given us notice. This policy also protects you from liability for other types of electronic fund transfers. Please follow the section entitled Error Resolution Notice to report any unauthorized activity on your account.
62 After 60 Days from Statement Notice. If you fail to give us notice of an unauthorized electronic fund transfer within 60 days of when we first deliver a statement to you that discloses that unauthorized transaction, you will be liable for all unauthorized electronic fund transfers that occur after that 60-day period expires if we could have prevented such transaction had you reported it to us within the 60-day period. This rule applies to all forms of electronic fund transfers (including but not limited to ATM transactions, preauthorized withdrawals, online or mobile transactions, and purchases with any of your U.S. Bank Debit Cards, etc.) that occur after the 60-day period following the first statement notice.
If a good reason (such as a long trip or hospital stay) kept you from telling us, we may extend this time period.
MINNESOTA LIABILITY DISCLOSURE
If our records assign your account to a branch located in the State of Minnesota, you may bring a civil action against any person violating the consumer privacy and unauthorized withdrawal provisions of Minnesota Statutes § 47.69, and may recover, in addition to actual damages or $500.00, whichever is greater, punitive damages when applicable, and the court costs and reasonable attorney’s fees incurred.
BUSINESS DAYS
Bank “business days” are Monday through Friday. Federal holidays are not included.
CONFIDENTIALITY
We will disclose information to third parties about your account as permitted by law or the transfers you make:
1. where it is necessary for completing transfers; or
2. in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant; or
3. in order to comply with government agency or court orders; or
4. if you give us your written permission; or
5. according to our privacy pledge, which generally permits us to share information with companies that perform marketing or other services on our behalf.
ERROR RESOLUTION NOTICE
In case of errors or questions about your electronic transfers, call U.S. Bank 24-Hour Banking at a number on the last page, visit any U.S. Bank branch or write us at the address listed below, as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt.
We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
1. T ell us your name and account number (if any).
2. Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
3. T ell us the dollar amount of the suspected error.
If you tell us orally, we may require that you send us your dispute or question in writing within ten business days. We will determine whether an error occurred within ten business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your dispute or 63 question. If we decide to do this, we will credit your account within ten business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your dispute or question in writing and we do not receive it within ten business days, we might not provisionally credit your account.
For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your dispute or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.
We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation.
You may ask for copies of the documents that we used in our investigation. Write to us at:
U.S. Bank
EP-MN-WS5D
60 Livingston Ave.
St. Paul, MN 55107
Error resolution and contact information with respect to online and mobile banking services is provided in our Digital Services Agreement. The online banking site may be accessed by going to the U.S. Bank web site at usbank.com and following the directions to log in to online and mobile banking. More detailed information is available on request.
NOTICE OF ATM/NIGHT DEPOSIT FACILITY
USER PRECAUTIONS
As with all financial transactions, please exercise discretion when using an automated teller machine (ATM) or night deposit facility.
For your own safety, be careful. The following suggestions may be helpful:
1. Prepare for your transactions at home (for ins tance, by filling out a deposit slip) to minimize your time at the ATM or night deposit facility.
2. Mark ea ch transaction in your account record, but not while at the ATM or night deposit facility. Always save your ATM receipts. Do not leave them at the ATM or night deposit facility because they may contain important account information.
3. Compare your records with the account statements you receive.
4. Do not lend your ATM card to anyone.
5. Remember , do not leave your card at the ATM. Do not leave any documents at a night deposit facility.
6. Protect the secrecy of your Personal Identification Number (PIN). Protect your ATM card as though it were cash. Don’t tell anyone your PIN. Don’t give anyone information regarding your ATM card or PIN over the telephone. Never enter your PIN in any ATM that does not look genuine, has been modified, has a suspicious device attached, or is operating in a suspicious manner. Don’t write your PIN where it can be discovered. For example, don’t keep a note of your PIN in your wallet or purse.
7. Prevent others from seeing you enter your PIN by using your body to shield their view.
8. If you l ose your ATM card or if it is stolen, promptly notify us. You should consult the other disclosures you have received 64 about electronic fund transfers for additional information about what to do if your card is lost or stolen.
9. When you make a transaction, be aware of your surroundings.
Look out for suspicious activity near the ATM or night deposit facility, particularly if it is after sunset. At night, be sure that the facility (including the parking area and walkways) is well lighted. Consider having someone accompany you when you use the facility, especially after sunset. If you observe any problem, go to another ATM or night deposit facility.
10. Do not accept assistance from anyone you do not know when using an ATM or night deposit facility.
11. If you notice anything suspicious or if any other problem arises after you have begun an ATM transaction, you may want to cancel the transaction, pocket your card and leave. You might consider using another ATM or coming back later.
12. Do not display your cash; pocket it as soon as the ATM transaction is completed and count the cash later when
you are in the safety of your own car, home, or other secure surrounding.
13. At a drive-up facility, make sure all the car doors are locked and all of the windows are rolled up, except the driver’s window.
Keep the engine running and remain alert to your surroundings.
14. W e want the ATM and night deposit facility to be safe and convenient for you. Therefore, please tell us if you know of any problem with a facility. For instance, let us know if a light is not working or there is any damage to a facility. Please report any suspicious activity or crimes to both the operator of the facility and local law enforcement officials immediately.
ELECTRONIC BANKING AGREEMENT
FOR BUSINESS CUSTOMERS
This section governs transactions initiated by you or your employees using a U.S. Bank Business Debit Card or ATM Card, or other U.S. Bank card products offered to business customers from time to time by U.S. Bank (“Business Debit Card(s)”). Your use of business debit cards is subject to the fees and terms of your checking and savings accounts as set forth elsewhere in this Agreement and in related brochures and fee schedules, which are available at any branch in your state. Some ATM networks impose an additional transaction fee unrelated to our fees and charges and may be assessed to your account. Other electronic transactions against your account, whether or not initiated or authorized by you will be governed by the specific Agreement between us related to such transactions and/ or all applicable rules and regulations governing such transactions, including without limitation, the rules of the National Automated Clearing House Association (NACHA) as may be amended from time to time.
Under NACHA rules we cannot return an unauthorized electronic transaction (ACH debit) unless you notify us no later than 5:00 p.m.
Central Time on the business day following the settlement date of the transaction. Otherwise, your sole recourse is to the originator of the transaction.
ACCOUNT ACCESS
Any business debit card or personal identification number (PIN) issued to or selected by you, except sole proprietors who choose to have a sole proprietor business debit card, may access only related business 65 checking or business savings accounts (for example, accounts with the same name or tax identification number). Sole proprietor business debit cards, however, can access up to five checking accounts, five savings accounts, and five line of credit or credit card accounts through Expanded Account Access. Sole proprietor cards may access business and personal accounts. For more information on Expanded Account Access, see the Consumer Electronic Banking Agreement.
Access methods will differ depending on the business debit card selected by you and approved by us. All business debit card services may not be available depending on the access method selected.
LIMITS ON TRANSFERS
New Accounts
Generally, you cannot make deposits at a non-U.S. Bank ATM. If we permit a deposit at an ATM that is not identified as ours with the U.S. Bank name, your deposit will not be available until the fifth business day after the day of deposit.
Security
For security reasons, there are limitations on the transactions that you may perform with any of your U.S. Bank Business Debit Cards or U.S. Bank Business ATM Cards, per day. There are limitations on the number of transactions that can be performed per day and the limits may vary. For security reasons we do not disclose these limits. There are limitations on the dollar amount of cash withdrawals at ATMs and/or cash that you receive from merchants over the amount of your purchase. There are also limitations on the total dollar amount of purchases at merchants and/or cash advances at Visa® member banks you may perform during each 24-hour period beginning at 4:30 p.m.
Central Time. Our standard transaction limits for business ATM cards are $500.00 per day for cash withdrawals and $2,500.00 per day for purchases. Our standard transaction limits for business debit cards are $500.00 per day for cash withdrawals and $10,000.00 per day for purchases and/or cash advances at banks. Our standard transaction limits for receiving money through your U.S. Bank Debit Card are $3,000.00 per transaction and $10,000.00 per day. We may change these limitations based on periodic risk assessments and we reserve the right to make such changes without notice to you. Transfer limits are also subject to temporary reductions to protect the security of customer accounts or transfer systems.
Debit Card Transactions
When you use your U.S. Bank Business Debit Card (Debit Card) for payment, the merchant requests U.S. Bank to authorize the transaction amount. We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction. At the time of the request, we authorize (promise to pay) or decline the merchant’s request. If we authorize (promise to pay) we will reduce your Available Balance by the amount of the merchant’s authorization request. Some merchants (e.g., hotels, restaurants, gas stations, car rental agencies) request an authorization that is an estimated amount of the anticipated purchase instead of the full purchase amount. As a result, the reduction of your Available Balance may be less or greater than the final debit card transaction amount presented for payment. It is important to note that your Available Balance may change between the time a debit card transaction is authorized and when the debit card transaction is presented for payment.
66 Debit card authorizations will be reflected as pending transactions from the time we receive the authorization until the merchant presents the item for payment, a completion message is received, or three business days, whichever occurs first. If the debit card authorization has not been presented for payment after three business days, it will be removed from your pending transactions and your Available Balance will no longer be reduced by the authorization amount. Due to prior authorization (promise to pay), if the debit card transaction is presented for payment at a later date we will pay the item regardless of your Available Balance.
If any debit card transaction results in a negative Available Balance at the time it is presented for payment—even if your Available Balance was positive at the time the debit card transaction was authorized— you may be charged an Overdraft Paid Fee. For more information on Available Balance please see the section titled INSUFFICIENT FUNDS AND OVERDRAFTS.
Please know, it is your responsibility to ensure your account has a sufficient Available Balance to cover all transactions you conduct. We recommend keeping a record of your balance and deducting every transaction at the time you initiate it.
Account Access at Automated Teller Machines
You may use any of your Business Debit Cards (except as noted below in Employee Debit Cards and ATM Cards) to make the following transactions at ATMs:
• Make cash withdrawals from your checking and savings
accounts. Cash denominations vary by ATM.
• G et cash advances from your credit card or line of credit account. (Refer to your cardmember agreement for any cash advance fees and finance charges that may apply.)
• Deposit funds to checking and savings accounts associated with your card. Deposit up to 30 checks and 50 bills in a single transaction. Instant availability for cash deposits if deposited before 6:00 p.m. local time in a non-envelope deposit ATM. • T ransfer funds from your account associated with your card. • Make payments to credit card or line of credit accounts from a deposit account associated with your card.
• Check the current balance of your linked checking, savings, credit card and line of credit accounts.
• Request a statement showing your most recent deposit account transactions. (Refer to your account fee disclosures regarding any fees for purchasing statements at ATMs.)
• Change your ATM or debit card PIN.
• Make certain charitable contributions from a deposit account associated with your card.
Some of these transactions are not available at all ATMs.
Purchases at Merchants
You may use any of your Business Debit Cards (except as noted below in Employee Debit Cards and ATM Cards) to make purchases at Visa® merchants that accept debit cards. You may use any of your business debit cards to make purchases by entering your PIN at participating merchants. You may also get cash from a merchant, if the merchant permits. Purchases made with your card will result in debits to your “primary” checking account. These transactions will be itemized on your monthly statement, including the merchant name, location, the date of purchase and the amount of the purchase. 67 Employee Debit Cards and ATM Cards
Business debit cards issued to employees only allow ATM deposits at an automated teller machine. They do not allow ATM cash withdrawals. Employee ATM cards do not have purchase access at merchants.
Other Electronic Transactions
In addition to transactions initiated by using your business debit card, there are other electronic banking transactions that you may arrange through your account. These include:
• T elephone/personal computer activated transfers of funds from your accounts with us to other accounts with us or to third parties. These include but are not limited to transfers made by telephone, text, online and mobile banking.
• Aut omatic transfer of funds between checking and savings accounts.
• Aut omatic periodic payments to third parties or us from checking or savings accounts (for example, monthly mortgage payments, installment loan payments, insurance payments, utility payments).
• Direct deposit to checking or savings accounts (for example, payroll checks, social security payments).
• Electronic check conversions from your checking account using a blank, partial or fully completed personal check at merchant locations.
• Payments made to your account through your U.S. Bank Debit Card.
• Y ou can also use any of your Business Debit Cards to obtain a cash advance from your checking account at any Visa® member bank anywhere in the world.
FEES
We will charge you fees for electronic fund transfers in accordance with the information found in our Business Pricing Information brochure. The fees may be changed at any time, subject to our giving you any notice required by law.
ATM Surcharges. When you use an ATM that is not identified as ours with the U.S. Bank name, and the ATM does not participate in the MoneyPass® Network, you may be charged a fee by the ATM operator or any network used to complete the transfer. To find MoneyPass ATM locations, please visit www.moneypass.com.
USING YOUR CARD FOR INTERNATIONAL
TRANSACTIONS
You may use your business debit card for retail purchases with international merchants, for international cash advances and all transactions performed at international ATMs that bear any of the network logos found on your card. Refer to our Business Pricing Information brochure for fee information. (This brochure can be obtained by stopping into a U.S. Bank branch. We may block transactions in certain foreign countries. Call us at 800.673.3555 for more information.) Some merchant and ATM transactions, even if you and/or the merchant or ATM are located in the United States, are considered international transactions under the applicable network rules, in which case we will add International Processing Fees to those transactions. U.S. Bank does not control how these merchants, ATMs, and transactions are classified for this purpose. If 68 the transaction requires a currency conversion, the exchange rate in effect when processed may differ from the rate in effect on the date of the transaction or the date of the posting to your Account.
Transactions processed through the Visa® system will be converted according to the applicable rules established by Visa®. The foreign currency transaction will be converted to U.S. Dollars by multiplying the amount of the foreign currency times (a) a rate selected by Visa® from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa® itself receives, or (b) the government-mandated rate in effect for the applicable central processing date. For transactions processed through other networks, the international currency transaction will be converted by that network in accordance with their rules.
Additional fees may apply. If you need to contact us about your card while outside of the United States, call us collect at 503.401.9991.
BALANCE REQUIREMENTS
Transactions using your business debit card will be completed only if sufficient funds are available in the applicable account balance, overdraft protection or other linked credit facility to fully perform the transaction.
UNAUTHORIZED TRANSACTIONS AND LOST OR
STOLEN CARDS AND SECURITY
You are solely responsible for maintaining the security of your business debit cards and PINs and their use by you and your employees and other agents. You shall be liable for the acts of your employees and agents related to your business debit cards, including business debit card applications and other service requests. If you provide another person with the means to perform transactions related to your accounts using your business debit card or PIN, any resulting transactions will be treated as if they were performed and authorized by you.
You are generally protected from all liability for unauthorized use of your business debit card.
The U.S. Bank Zero Liability policy is subject to certain conditions.
If we determine that the unauthorized transaction was caused by your gross negligence or fraud, the U.S. Bank Zero Liability policy will not apply. You still need to report the loss or theft of these cards, PINs, and any unauthorized transactions to us as soon as you can.
This is necessary so you can get any unauthorized transactions reversed, prevent further unauthorized transactions, and avoid liability for subsequent purchases we could have prevented had you given us notice.
You must report an unauthorized debit card transaction to us within a reasonable time, not to exceed 60 days, from the day we send or make your account statement available to you on which an unauthorized transaction is first reported. If you fail to give us notice of an unauthorized debit card transaction within 60 days of when we first deliver a statement to you that discloses that unauthorized transaction, you will be liable for all debit card transactions that occur after that 60-day period expires if we could have prevented such transaction had you reported it to us within the 60-day period.
Please be aware that consumer rights governed by the Electronic Fund Transfer Act do not apply to business accounts and we are not 69 liable to reimburse you for unauthorized or erroneous transactions that may occur on your business account via electronic fund transfer.
If you believe that an erroneous or unauthorized transaction has occurred using your business debit card, or if your card has been lost or stolen, or if you want to cancel a business debit card issued to you or your employee/agent, or if you want to change your PIN, you must immediately telephone us at:
U.S. Bank Fraud Liaison Center
877.595.6256
70 © 2021 Wolters Kluwer Financial Services, Inc. All rights reserved.
USB-AIB 5/10/2021 Custom 201727155-020
U.S. Bank 24-Hour Banking
Cincinnati Metro Area: 513.632.4141
Denver Metro Area: 303.585.8585
Milwaukee Metro Area: 414.765.4636
St. Louis Metro Area: 314.425.2000
Minneapolis/St. Paul Metro Area: 612.USBANKS (872.2657) Portland Metro Area: 503.USBANKS (872.2657)
All Other Areas: 800.USBANKS
Outside the U.S.: 503.401.9991 (call collect)
© 2021, U.S. Bank National Association 40341
U.S. Bank accepts relay calls.
U.S. Bank Fraud Liaison Center
877.595.6256
U.S. Bank Business Service Center
Monday - Friday: 8:00 a.m. to 8:00 p.m. CT
Saturday: 8:00 a.m. to 6:30 p.m. CT
Minneapolis/St. Paul Metro Area: 651.244.7770
All Other Areas within the U.S.: 800.673.3555
Outside the United States: 503.401.9992
Exhibit “E”
©
2021 U.S. Bank National Association
U
.S. Bank Services
T
erms and Conditions
T
hank you for choosing U.S. Bank Services.
This document provides product information,
disclosures and descriptions of the Global
Treasury Management, Foreign Exchange,
Money Center and Safekeeping Services
(“Services”) available at U.S. Bank. Other
docum ents may become part of our Agreement
depending on the Services selected. Please
read all documents carefully; they will govern the
Services provided to you, the Customer.
C
ustomer shall not be bound by the terms and
conditions for specific Services to the extent
Customer is not using such Service(s).
U
.S. Bank National Association
Member FDIC
U.S. Bank Services – Terms and Conditions
TABLE OF CONTENTS
I. INTRODUCTION.......................................................................................................................................................................1 II. TERMS APPLICABLE TO ALL GLOBAL TREASURY MANAGEMENT, FOREIGN EXCHANGE AND MONEY CENTER AND SAFEKEEPING SERVICES .......................................................................................................................................................2 III. TERMS APPLICABLE TO ALL INTERNET-BASED SERVICES ...................................................................................................6 IV. TERMS APPLICABLE TO SPECIFIC GLOBAL TREASURY MANAGEMENT SERVICES..............................................................7 A-1. EBILL SERVICE.......................................................................................................................................................................7 A-2. E-PAYMENT SER VICE ............................................................................................................................................................8 B. INFORMATION REPORTING AND TRANSACTION SERVICES..................................................................................................10 C. ELECTRONIC DEPOSIT SERVICES .........................................................................................................................................11 D. ACH SERVICES .......................................................................................................................................................................14 E. WIRE TRANSFER SERVICES ...................................................................................................................................................18 F. DATA TRANSLATION SERVICES..............................................................................................................................................20 G. CASH VAULT SERVICES .........................................................................................................................................................22 H. U.S. BANK EASYT AX
SM
SER VICES...........................................................................................................................................23 I. PAPER-BASED DISBURSEMENT SERVICES.............................................................................................................................24 J. POSITIVE PAY SER VICES ........................................................................................................................................................25 K. LOC KBOX SERVICES ..............................................................................................................................................................27 L. HEALTHCARE PAYMENT CONSOLIDATOR..............................................................................................................................29 M. COMMERCIAL SWEEP ACCOUNTS – LOAN OPTION ..............................................................................................................29 N. COMMERCIAL SWEEP ACCOUNTS – INVESTMENT OPTION ..................................................................................................30 O. MASTER REPURCHASE AGREEMENT (MRA) .........................................................................................................................32 P. ZERO BALANCE ACCOUNT (ZBA) SERVICES..........................................................................................................................36 Q. SINGLEPOINT® INTERNATIONAL R EQUEST FOR TRAN SFER SER VICES..............................................................................36 R. SWIFT-RELATED SERVICES ...................................................................................................................................................37 V. TERMS APPLICABLE TO SPECIFIC FOREIGN EXCHANGE SERVIC ES ..................................................................................38 A. ELECTRONIC FOREIGN EXCHANGE SERVICES .....................................................................................................................38 B. FOREIGN CURRENCY ACCOUNTS..........................................................................................................................................40 VI. TERMS APPLICABLE TO SPECIFIC MONEY CENTER AND SAFEKEEPING SERVICES..........................................................41 A. INVESTMENT, DEPOSITORY AND SAFEKEEPING SERVICES ................................................................................................. 41 B. TERMS AND CONDITIONS OF ELECTRONIC DELIVERY .........................................................................................................45
I. INTRODUCTION
1. Definitions.
a. “Agent” means any director, officer, employee, representative, affili ate, third-party vendor or any other person or automation acting on behalf of the Customer with the actual, implied or apparent authority of Customer .
Bank may rely on any grant of authority until it receives written noti c e of its revocation and is given a reasonable amount of time to act upon suc h notice.
b. “Bank” means U.S. Bank National Association and each subsidiar y or affiliate of U.S. Bank that provides Services to Customer. c. “Business Day” means any day on which a majority of Bank’s offices are open to the public for substantially all banking functi ons. Saturdays, Sundays, federal or state holidays or any day recognized by a Federal Reserve Bank as a holiday shall not be considered a Business Day, ev en if Bank’s offices are open.
d. “Customer” means the business entity , and any parent company , subsidiary or affiliate, for whom Bank provides a Service. e. “Service” or “Services” means one or more global treasur y management, foreign exchange, or money center and safekeepi ng services offered by Bank.
f. "Written," "writing" and other like terms mean, unless otherwise prov i ded or required by context , both paper and electronic forms of communicati on such as emails, faxes, digital images and copies, electronic notices capable of being stored and printed, and similar electronic versions . To the extent per mitted under applicable law or regulation, signatures m ay be made and delivered electronically, whether digitally or otherwise, whic h shall have the same legal validity and enforceability as manually exec uted signatures and are binding on the parties . The parties may rely on electronic forms of documents subject to any applicable law, regulati on, or rule.
2. Other Agreements, Laws and Regulations. These terms and conditions and the Master Services Agreement (or existing Treasur y Management Service Agreement or equivalent document executed by Customer) are collectively referred to herein as the “Agreement”. T he Services are provided to Customer subject to the following other documents, laws and regulations, which are hereby incorporated into and made part of this Agreement:
a. the setup materials, user guides, and any supplement thereto requi r ed by Bank to implement a specific Service (referred to in the Agreement as the “Implementation Documents”);
b. the most current fee and availability schedule and other fee disclosur es provided to Customer, including account statements;
c. the provisions of the then- current deposit account agreement and accompanying disclosures, which govern deposit accounts and other depository services;
d. the Uniform Commercial Code, as enacted in the State of Minnesota; e. any applicable automated clearinghouse operating rules, including, without limitation, the National Automated Clearing House Associati on Operating Rules and Guidelines (the “NACHA Rules”) , the Real -Time Payment s Operating Rules, and the rules promulgated by the Electroni c Check Clearing House Organization (the "ECCHO Rules") and The Clearing House; and
f. federal, state and local laws and regulations applicable to Bank or Customer, including, without limitation, Regulation CC promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Secti on 229.1, et seq. ("Regulation CC"), all Operating Circulars promulgated by the Board of Governors of the Federal Reserve System, and the regulations overseen by the Office of Foreign Assets Control (“OFAC”).
3. Change of Terms. Bank may change the terms of this Agreement at any time upon reasonable written notice to Customer or by any other method permitted by law. Customer’s continued use of the Services after the effective date of any change to the terms shall be deemed Customer ’ s consent to the revised terms. Any other variations to this Agreement m us t be in writing and executed by Bank. In the event performance of the Services in accordance with the terms of this Agreement would resul t i n violation of any present or future statute, regulation, government policy , or relevant clearing or central bank agreements or settlement systems to which Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deem ed amended to the extent necessary to comply with such statute, regulati on, policy, agreement or systems, and Bank shall incur no liability to Custom er as a result of such violation or amendment. No course of dealing betw een Bank and Customer will constitute a modification of this Agreement or constitute an agreement between the Bank and Customer regardles s of whatever practices and procedures Bank and Customer may use.
4. No Third-Party Beneficiaries/Third -Party Claims. Services prov i ded by Bank are for the sole and exclusive benefit of Customer, and no other persons or organizations shall have any of the rights and remedies aris i ng under this Agreement. Customer agrees to indemnify, defend and hol d Bank harmless from and against any and all claims, demands, expens es , losses, liabilities and damages of third parties of any nature whatsoever , including, without limitation, reasonable attorney fees and court cos ts at trial or appeal arising directly or indirectly from any Service delivered to Customer pursuant to this Agreement.
5. Images. Bank may create a microfilm, optical disk, or other electroni c image of the Agreement or Implementation Document. Bank may stor e the electronic image of such Agreement and/or Implementation Docum ent in its electronic form and then destroy the paper original as part of Bank ’ s normal business practices, with the electronic image deemed to be an original.
6. Foreign Account Tax Compliance Act. If a payment made by either party under this Agreement is or could become subject to the U.S. Feder al withholding tax imposed by Sections 1471 through 1474 of the Inter nal Revenue Code of 1986, as amended (“FATCA”), then (i) each party shal l provide to the other part y such information, and shall disclose to the applicable governmental authorities such information, as may be requi r ed in order for such party to comply with all applicable requirements of FAT C A and to determine that the other party has complied with FATCA , and (ii) a party that fails to comply with FATCA shall indemnify the other party for al l costs, damages, and liabilities arising out of such party’s failure to compl y with FATCA. Customer is responsible for providing Bank with all necessary documentation to establish that payments to Customer ar e exempt from FATCA withholding.
7. Disclaimer of Warranties. BANK MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE AND OF MERCHANTABILITY, EITHER TO
CUSTOMER OR TO ANY OTHER PARTY, WITH RESPECT TO THE
SERVICES PROVIDED BY BANK OR ITS AGENTS OR WITH RESPEC T
TO SOFTWARE PRODUCTS PROVIDED OR MADE AVAILABLE T O
THE CUSTOMER FOR ITS USE BY BANK IN CONNECTION WITH THIS AGREEMENT AND ANY SERVICE.
II. TERMS APPLICABLE TO ALL GLOBAL TREASURY
MANAGEMENT, FOREIGN EXCHANGE AND MONEY CENTER
AND SAFEKEEPING SERVICES
1. Services. Bank may provide Services that are not specifically incl uded in the Services section of this Agreement. By accepting and using any Service, Customer agrees that the Service will be governed by this Agreement and any other conditions communicated to Customer by Bank .
Certain Services included in this Agreement may not be available or may not be provided in certain market areas.
2. Proprietary Information. Customer acknowledges that this Agreement, all related documentation and computer programs and systems used in providing Services, and all information related thereto constitute proprietary property of Bank that is of great commercial value.
Customer agrees that it shall not acquire any proprietary interest or rights therein as a result of its use of t he Services and shall keep all suc h proprietary information strictly confidential.
3. Representations and Warranties. Customer and Bank eac h represent and warrant to the other, as of the date this Agreement is entered into and at the time any Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdicti on of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and ea ch Service used or performed by it; (c) this Agreement has been dul y authorized and executed by it and constitutes its legal, valid and bindi ng obligation; (d) any consent or authorization of any governmental author i ty or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it has been obtained; and (e) the Services received are for business use only and are not primarily for personal, family or household use. In addition, Customer repres ents and warrants to Bank that this Agreement will not violate: (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award bindi ng on Customer; or (ii) the provisions of any agreement to which Customer is a party or is subject, or by which it, or its assets, is bound, or conflict with or constitute a default thereunder.
4. Financial Review. Bank’s willingness to provide Services to Custom er is dependent on the Customer’s financial condition. Customer’s financ i al condition is subject to review by Bank from time to time, and such review s must be satisfactory to Bank in its sole discretion and opinion. Custom er shall, upon request, provide to Bank any such information as Bank m ay require to perform any such review. Customer’s failure to meet suc h standards or provide such information or assistance when requested shal l constitute a breach of this Agreement and shall permit Bank to ceas e providing Services upon written notice to Customer.
5. Fees. Unless otherwise agreed to by Bank in writing, Customer shal l pay Bank the fees, charges and assessments set forth for the Servi c es provided in the most current fee schedules and other fee disclosures provided to Customer (including account statements), plus additional fees and expenses for extraordinary Services. The price schedule for eac h Service shall be deemed accepted by Customer upon provision of the Service to Customer. In addition, Customer shall pay Bank the amount of any taxes levied or leased on fees charged pursuant to this Agreem ent, including, without limitation, federal, state, or local privilege excise or sal es taxes based on gross revenue, any taxes or amount in lieu thereof pai d or payable by Bank, excluding Bank’s income taxes and any assessm ents charged to Bank directly as a result of providing the Services. Bank may change the amount or type of service charges from time to time. Fees for Services used by Customer may be charged in full to Customer’s account(s) or may be offset through account analysis by applying earni ngs credit to Customer's service charges to determine a single monthly net service charge. The applicable earnings credit rate is established by the Bank and will change from time to time without advance notice to Customer. Customer’s net service charge could be zer o if such earnings credit exceeds total charges in a given month, however excess earnings credits are not refundable as a payment and unused earnings credits shal l be forfeited according to a schedule established by Bank or agreed to by the parties . If Cu stomer’s earnings credit is insufficient to offset the amount due hereunder, Customer agrees to pay such amount to Bank upon demand. If the earnings credit rate for Customer’s account(s), or the index or other referenced rate upon which the earnings credi t rate is based, is at any time less than zero percent, Customer agrees to pay all amounts of the negative earnings credit or fees imposed by Bank as compensation for the negative earnings credit rate. Customer authori z es Bank to debit Customer’s account( s) with Bank for any and all fees , expenses or other charges owed by Customer to Bank under this Agreement.
6. Deposit Accounts. Most Services require that Customer maintai n one or more deposit accounts with Bank. All checks, wire transfers, ACH payments and other items deposited into such accounts are provisional l y credited and taken subject to later verification by Bank and Bank's recei pt of final settlement. Deposited items that are deposited and later retur ned unpaid will be charged against the account without prior notice. Custom er agrees to pay Bank for any overdraft or overpayment in any of Customer ' s accounts. If the interest rate for any of Customer's deposit accounts , or the index or other referenced rate upon which the interest rate for such accounts is based, is at any time less than zero percent, Customer agr ees to pay Bank all amounts of the negative interest or fees that Bank imposes as compensation for the less-than-zero interest rate. Customer authori z es Bank to charge any account Customer maintains with Bank for any am ount remaining due under this S ection.
7. Security Interest. Customer grants to Bank a consensual possess or y security interest in Customer’s deposit accounts maintained with Bank and the funds held therein to secure payment of all of Customer’s obligations under this Agreement.
8. Accuracy and Timeliness of Information. Bank will use reasonabl e efforts to provide the information requested through the Services in a prompt fashion but shall not be liable for temporary failure to provide tim el y information. In such event, Customer shall be responsible for carrying out banking business through alternative delivery channels. Bank shall not be liable for any inaccurate or inc omplete information with respect to transactions which have not been completely processed or posted to Bank’s systems prior to being made available pursuant to the Services.
9. Authorized Signers and Users. Customer shall appoint certai n Authorized Signer (s) in the Master Services Agreement or in such other format or document as may be agreed by Bank. Customer agrees that Authorized Signers shall be authorized to act on behalf of Customer in al l actions taken under this Agreement and may enter into all tr ansactions contemplated in this Agreement, including, without limitation, selecti ng Services for the benefit of Customer, appointing initial system administrator(s), and signing additional documentation that may be necessary to implement Services and giving instructions with regar d to any Service, including, without limitation, wire transfers, ACH transfers and other electronic or paper transfers from or to any account Customer maintains with Bank. The Authorized Signer(s) or Customer’s designated system administrator(s) shall appoint Agents to access or use the Services provided for the benefit of Customer (“Authorized Users”). Authoriz ed Users may act on behalf of Customer for a particular Service in accordance with the relevant Implementation Documents or other document(s) establishing the Authorized Users’ responsibilities or in accordance with the authority granted by Customer. Customer may revoke the authority of or change the Authorized Signers at any tim e upon prior written notice and execution of additional documentation requir ed by Bank. Such change or revocation shall not be binding upon Bank until i t has received the required written notice and has had a reasonabl e opportunity to act thereon. In any event, Bank may act on instructions that it believes in good faith were provided by an Authorized Signer or Authorized User, or anyone purporting to be an Authorized Signer or Authorized User.
10. Forms Approval and Service Implem entation. Bank reserv es the right to approve the form of Customer’s checks, drafts, deposit slips and similar documentation. Prior to initiating a new account or Service, or at any other necessary time, Customer agrees to provide all informati on and conduct any test that Bank may reasonably request, including, without limitation, completing Implementation Documents and signature cards , providing corporate resolutions and other documents , and assessing tes t tapes and transmissions. Customer acknowledges that Services will not commence or continue until such time as an approved item or test is provided to Bank and determined by Bank to be satisfactory. Custom er shall be responsible for initial product installation, whether or not Bank provides telephone or on- site installation support.
11. Security Procedures.
a. Introduct ion. Customer agrees that Bank may select, in its sol e discretion, security procedures that must be used in connection with certain Service(s). Customer acknowledges and agrees that it has been informed of and understands Bank’s security procedures , and th at such security procedures are commercially reasonable. Customer agrees that its use of Bank’s security procedures constitutes its agreement to s uc h security procedures, regardless of whether Bank has communicated s uc h security procedures to Customer. Customer represents and warrants that it will comply with Bank’s security procedures. Customer agrees to be bound by any payment order, transaction or service change order that is acted upon by Bank in accordance with such security procedure s.
Customer understands that the security procedures are not intended for the purpose of detecting errors in the transmission or content of information controlled by Customer. If Customer selects certain secur i ty procedures to use in connection with a Service and those security procedures provide less protection against unauthorized transactions or activity than other security procedures offered by Bank in connection wi th such Service, the security procedures selected by Customer shall be deemed commercially reasonabl e to the same extent as the security procedures offered by Bank that provide greater protection. Custom er acknowledges that, in order to meet the constantly evolving threat of account fraud, the Bank’s security procedures also need to evolve ov er time. Bank reserves the right, and Customer agrees that Bank shall hav e the right, in its sole discretion, to issue new security procedures and/or to cancel or change any security procedures by giving verbal or written noti c e to Customer. The new or changed security procedures shall becom e effective upon notification unless Bank provides an effective date to Customer. Customer agrees that its use of such new or changed secur i ty procedures constitutes its agreement : (i) to use the new or changed security procedur es, regardless of whether Bank has communicated the new or changed security procedures to Customer, and (ii) that such new or changed security procedures are commercially reasonable. Bank al s o reserves the right to periodically audit Customer's security procedures and information technology processes, and to mandate controls or suspend Services until Customer complies with such security procedures. b. Access. Customer shall be solely responsible for designati ng authorized access to Services. Access to Services may be controll ed through the use of user IDs, personal identification numbers, passwor ds , digital certificates/signatures, biometric authentication, private keys or other security devices (“Codes "). Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care i n selecting any company , individual or automation given access to one or more of the Services. Codes that are assigned to individual Authori z ed Users shall not be shared with any other person, including other Authorized Users and Customer shall not disclose any informati on regarding the Services that an unauthorized user would find helpful to obtain access to all or part of any Service. Customer assumes all risk of accidental disclos ure or inadvertent use of any Codes, whether suc h disclosure or use arises out of Customer’s negligent or deliberate acts or otherwise. If Customer or its Agents has reason to believe that any security procedures or Codes have or may become known by unaut horized persons (whether or not employed by Customer) or if Customer believes its network or computer systems have been compromised or its computers infected, Customer shall immediately noti fy Bank by telephone and confirm such verbal notification in writi ng to Bank within 24 hours. Bank will replace the security procedures and/or Codes in accordance with Bank’s procedures. Customer shall be solely responsible for funds transfer instructions and other communications or transactions initiated before Bank r eceived Customer’s notic e and had a reasonable time to act on such notice. Customer agrees to defend , indemnify and hold Bank harmless from and against any claims, loss es , damages, costs, expenses, fines and other liabilities arising out of Customer’s failure to maintain the security and confidentiality of the C odes or arising out of the unlawful use of any website or portal by Customer or any person or automation that obtains access to a website or portal us i ng the Codes.
c. Confidentiality. Customer and Bank represent, warrant and mutual l y agree that all confidential information concerning the other party or parti es that comes into its possession in connection with any of the Services will be maintained in strictest confidence and shall not be used or di vulged to any other party except as may be necessary or advisable for the due performance of any of the Services , as required by applicable law, or as otherwise agreed or consented to by the parties . Bank shall maintai n physical, electronic, and procedural safeguards to keep Customer' s confidential information secure. Customer’s obligation to maintain the confidentiality of all security procedures shall survive the termination of any Service or this Agreement. Customer acknowledges that certai n Services may involve the handling of confidential consumer informati on that may be subject to privacy laws and regulations, includi ng unauthorized access or breach notification regulations. Customer agr ees to notify Bank immediately if Customer sends or receives protected heal th information that requires the execution of a business associate agreement. d. Verbal or Written Instructions. For some Services, Bank may choos e to honor Customer’s request to give Bank verbal or written instructions regarding the Services. Customer agrees that Bank may in good faith rel y on such verbal or written instructions that purport to come from an authorized Agent of the Customer without independent verification by Bank.
e. Fraud prevention measures. Bank offers certain products, Se rvices and security procedures, such as Positive Pay, account blocks or filters, and multi-factor authentication, that are designed to detect or deter fraud.
Failure to use such products, Services or security procedures coul d substantially increase the l ikelihood of fraud. If Customer fails to implement any of these products , Services or security procedures , or if Customer fails to follow these or other precautions reasonable for its particular circumstances, Customer agrees that, except with respect to liability, loss or damage caused by Bank's own lack of good faith or fail ur e to exercise ordinary care: (i) it will be precluded from asserting any claim s against Bank for paying any unauthorized, altered, counterfeit or other fraudulent item that such product, Service, security procedure or precaution was designed to detect or deter; (ii) Bank will not be requi r ed to re-credit Customer’s account or otherwise have any liability for payi ng such items; and (iii) Customer will pay all costs and expenses incurr ed by Bank for all efforts undertaken by Bank to recover any losses incurred by Customer.
f. Waiver of Security Procedures. Customer, after having been offer ed Bank’s security procedures, may request that payment orders , transactions, or services orders be authenticated using a different secur i ty procedure. Bank, in its sole discretion, may elect to permit Custom er to use such a security procedure. In such circumstances, Customer agr ees that it shall be bound by any payment order, transaction, or service order authenticated by its selected security procedure whether or not suc h payment order, transaction, or service order is properly authorized.
12. Unsecured Electronic Transmissions and Instructions. Bank shall transmit to Customer information related to Services via secure electroni c transmissions. If Customer elects to send or receive instructions or repor ts from Bank via unsecured electronic means, including, without limitati on, facsimile transmission, voice mail, unsecured email, pager or other unsecured electronic or telephonic methods (“Electronic Transmission” ) , Customer acknowledges that such Electronic Transmissions ar e inherently insecure communication method s due to the possibility of error , delay and observation or receipt by unauthorized per sonnel. Bank m ay rely in good faith on Customer’s instructions regarding how and to w hat number or email address Electronic Transmissions should be sent and may rely on any Electronic Transmission that it reasonably believes to have been initiated by the Customer. Should Customer elect to s end or receive unsecured Electronic Transmissions to or from Bank, Customer assumes all risks, and Bank shall not be liable for any loss, that resul ts from the nonreceipt, disclosure, alteration or unauthorized access of any such unsecured Electronic Transmission.
13. Account Blocks and Filters. ACH debit blocks and check block s prevent ACH debits and checks from posting to Customer’s account. AC H filters and check filters enable Customer to set various criteria to author i z e certain transactions to post to Customer’s account while excluding others.
If an ACH debit or check filter is established by Customer, any ACH debi t entry or check presented that does not specifically meet the criteria will be dishonored or sent back to the originator of the transaction. Custom er acknowledges that the effec tiveness of the filters is dependent on the accuracy and timeliness of the information provided by Customer. In addition, Customer acknowledges that payments to Bank and certai n
Bank-approved vendors cannot be blocked and that certain ACH transactions suc h as returns , settlements or adjustments cannot be blocked per NACHA Rules. If Customer desires to modify a block or filter setting, Customer shall notify Bank at least 72 hours in advance of the changes taking effect.
14. Computer Equipment and Software. Many Services require the us e of computer hardware and software or other equipment. Customer is responsible for maintaining its computer and equipment (including thos e provided by or through Bank for use with Services) in good working order .
Customer shall ensure that computers and other equipment have the necessary compatibility and format to interface with Bank’s systems , including, without limitation, the ability to support the Bank's security procedures. Customer agrees to install upgrades and other system enhancements within a reasonable time after being requested to do s o by Bank. License agreements for necessary software shall either be embedded in the software or separately documented. Customer agr ees to comply with all applicable software license agreements, whether or not such agreements have been executed by Customer. Customer has no rights or ownership in any software provided by or through Bank and shal l not transfer, copy, alter, modify, reverse engineer, reproduce, or conv ey in any manner, in whole or in part, any such software. Customer shal l return all software and user manuals associated with any softwar e upon request. Bank makes no representations or warranties with respec t to any equipment or software provided by Bank.
15. Transactions on Non-Business Days/Cutoff Times. Transactions , deposits, payment orders, entries or other requests by Customer recei v ed by Bank on a non- Business Day , after established cutoff deadlines , or during a maintenance window may be treated by Bank as received on the next Business Day or may not be processed at all. Bank may change any cutoff time or other deadline at any time. Bank will make a reasonabl e effort to notify Customer of any changes in advance.
16. Customer-Initiated Transactions and Instructions. Bank will honor Customer’s transactions and instructions (including adjustments , amendments and cancellations) only when Customer has complied w i th this Agreement and related policies and procedures. Bank will be under no obligation to honor, eit her in whole or in part, and may, in its sol e discretion, delay, suspend or reject any transaction or instruction that:
a. exceeds Customer’s collected or available funds on deposit with Bank ; b. Bank has reason to believe may not be authorized by Customer; c. involves funds subject to a hold, dispute or legal process preventi ng their withdrawal;
d. violates any provision of any applicable regulation of the Federal Reserve Bank or any other federal, state or local regulatory authority; e. requires Customer, at Bank’s sole discretion, to complete an additional security procedure due to characteristics of such transaction or instructi on before processing;
f. requires Bank to complete regulatory or legal clearance requirements , such as OFAC screening; or
g. Bank has reasonable cause not to honor, for the protection of either Bank or Customer.
17. Inconsistent Name and Account Number. If Customer or third par ty acting on Customer’s instruction initiates a fund transfer instruction or payment order (“Payment Order”) to Bank that describes the person to receive the proceeds of such Payment Order (the “Beneficiary”), the Beneficiary’s bank, or an intermediary bank by name and an account or other identifying number, Bank and subsequent parties to the Paym ent Order, including the Beneficiary’s b ank, may rely on and act solely on the basis of such number, even though the name and number do not agr ee and even though Bank and subsequent parties know or have reas on to know of the inconsistency. Customer’s obligation to pay the amount of the Payment Order to Bank is not excused in such circumstances. With respect to incoming Payment Orders that do not include an account number recognizable to Bank, Bank may return the Payment Order to the sending financial institution without incurring any liability to Customer.
18. Intercompany Services/Authority to Transfer or Commingle Funds. In the event that Customer lists entities in an appendix to the Master Services Agreement or in any other document, or otherwis e requests Bank to provide Services to a parent com pany, subsidiary , affiliate, or other commonly owned company, Customer agrees that it shal l be jointly and severally liable for such company’s obligations under thi s Agreement. Customer hereby represents and warrants to Bank that any and all transfers and commingling of funds required or permitted by any Service or requested by Customer, and all other aspects of the performance hereby by Bank and Customer, have been duly authori z ed by all necessary parties, including, without limitation, the account hol der of each account, and that Customer has obtained and shall maintain in i ts regular business records and make available to Bank upon reasonabl e demand, for a period of seven (7) years after termination of the Servi c e, adequate documentary evidence of such authorization from the acc ount holder of each account, executed by the duly authorized officer(s) of eac h such account holder in accordance with that account holder’s bylaws and/or board resolutions. Customer further represents and warrants that each trans fer or commingling of funds authorized hereunder is not in violation of any agreement, bylaw or board resolution of Customer or any of its affiliates or subsidiaries, nor is it in violation of any applicable feder al , state, local law, regulation, of any decree, judgment, order of any judicial or administrative authority. Each representation and warranty contai ned herein shall be continuing and shall be deemed to be repeated upon Bank’s effecting each transfer and commingling of funds authoriz ed hereunder.
19. Customer Records. This Agreement and the performance of Services by Bank shall not relieve Customer of any obligation impos ed by law, clearinghouse rules (including the NACHA Rules and ECCHO Rules ) , or by contract regarding the maintenance of records , or from employ i ng adequate audit, accounting and review practices as are customarily followed by similar businesses. In addition, Customer shall retain and provide to Bank, upon request, all information necessary to remake or reconstruct any deposit, tr ansmission, file or entry for thirty (30) day s following receipt by Bank of the deposit, file, entry, transmission or other order affecting an account.
20. Account Communications and Review Period. Customer agr ees to regularly and promptly review and ver ify all statements, reports, chec k payment records, wire transfer instructions, confirmations, adjustments , charges, and other transactions ("Account Communications"). Custom er may receive or access Account Communications electronically, includi ng without limitation, delivery by posting to a password- protected website or database. Customer acknowledges that any Account Communicati on provided by Bank through electronic delivery is deemed to constitute good and effective delivery when posted by Bank, regardless of whether Customer actually or timely receives or accesses such Account Communication. Unless a different review period is specified elsew her e in this Agreement, Customer shall, within a reasonable time, which in no event shall be greater than thirty (30) calendar days following the day Bank first mails, electronically transmits or otherwise makes data availabl e to Customer (“Review Period”), notify Bank of any error or discrepanc y between Customer’s records and any Bank notice or statement, or any transaction or transfer Customer believes was not authorized. If Custom er fails to notify Bank of such unauthorized transaction within the Review Period, Customer agrees that the failure to report any such errors or unauthorized transactions shall relieve Bank of any liability for the unreported erroneous or unauthorized transaction. In accordance wi th NACHA Rules, Customer must report an unauthorized ACH debit entr y to the Customer’s account by the established deadline on the Business D ay following the settlement date of the unauthorized entry. Otherwis e, Customer's sole recourse is to the originator of the transaction.
21. Monitoring and Recording Communications. Customer acknowledges and agrees that Bank, or anyone acting on Bank’s behal f, may monitor and/or record any communication between Customer, or its Agent, and Bank, or anyone acting on Bank’s behalf, for quality contr ol , security and other purposes. Customer also acknowledges and agr ees that this monitoring or recording may be done without any further noti c e to Customer or its Agent. The communication that may be monitored or recorded includes telephone calls, cellular or mobile phone calls, electronic mail messages, text messages, instant or live chat, or any other communications in any form.
22. Limitation of Bank’s Liability for Services. Customer acknowledges that Bank’s fees for Services are very small in relation to the amounts of transfers initiated through these Services and consequently Bank’s willingness to provide such Services is based on the liability limitations contained in this Agreement. In addition to greater limitations on Bank’s liability that may be provided elsewhere in this Agreement, Bank’s liability related to any Service shall be limited exclusively to actual proven damages arising directly from its own gros s negligence or willful misconduct. Bank will not, under any circumstanc es , be liable for any special, incidental, indirect, consequential, punitiv e or similar losses or damages, whether or not the likelihood of s uch losses or damages was known by either party at the time Customer first obtai ns Services from Bank or at the time any instruction or order is given to Bank pursuant to any Service, and whether such losses or damages arise fr om tort, contract, loss of in vestment opportunity, lost or reduced profits, or otherwise. Bank’s maximum liability for any loss of interest shall be calculated using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved.
Notwithstanding the foregoing, Bank shall not be liable for any loss es or damages caused, in whole or in part, by the action or inaction of Custom er , or any Agent or employee of Customer, whether or not such action or inaction constitutes negligence or a breach of this Agreement. Bank shal l not be liable for any damage, cost, loss, liability or delay caused by a for c e majeure event, including but not limited to, accident, strike, labor dispute, fire, flood, war, riot, terrorist act, government restrictions, exc hange or market rulings, market volatility, suspension of trading, equipment breakdown, electrical, telephone, Internet or mechanical failures, ac ts of nature, epidemic, any cause which is attributable to a third party, or any other cause or event that was beyond Bank’s reasonable control whether or not reasonably foreseeable. Customer agrees that the fees charged for the performance of the Services shall be deemed to have been established in contemplation of these liability limitations.
23. Dispute Resolution.
a. Governing Law. Except as otherwise provided herein, this Agreement shall be governed by the laws of the State of Minnesota, without regar d to conflicts of law principles.
b. Jury Trial Waiver. To the fullest extent permitted by law, Bank and Customer hereby agree to waive trial by jury in any judicial proceedi ng involving, directly or indirectly, any matter (whether in tort, contract or otherwise) in any way arising out of, related to or connect ed with thes e Services or this Agreement. Bank and Customer represent and warr ant to each other that this jury trial waiver is knowingly, willingly and voluntari l y given.
c. Jurisdiction and Venue. Customer consents to the jurisdiction of the courts of the State of Minnesota, waives any argument that such venue i s inconvenient and agrees to bring litigation commenced in connection wi th this Agreement in either the District Court of Hennepin County or the United States District Court, District of Minnesota, Fourth Division. d. Collection Costs. Should Bank have to undertake any action to recov er any amount due under this Agreement for the Services, including, without limitation, fees, overdrafts or overpayment, Customer will be liable to Bank for the cost of such effort, plus reasonable attorney fees. e. Adverse Claims. If Bank receives an adverse claim against any account, and Bank reasonably believes that it will not be protected i f the claim is ignored, Customer agrees that Bank may place a hold on the affected account. Any such hold will remain in place only so long as reasonably necessary to resolve the claim or employ legal remedies to allow a court to decide such claim. Assuming compliance with this Section, Bank shall have no liability for dishonored transactions due to the hold, and Customer agrees to reimburse Bank all costs, includi ng reasonable attorney fees, incurred due to such adverse claim.
24. Necessary Third -Party Service Providers .
a. Third-Party Networks. Some Services are provided by Bank through access to a third- party network. Such Services are dependent upon the availability of the third- party network on conditions acceptable to Bank .
Bank reserves the right to discontinue the Service or provide the Servic e through an alterna tive third-party network and shall have no liability shoul d such network become unavailable. Bank does not warrant and shall not be responsible for Services received by Customer from any third- party network.
b. Third-Party Vendors. Customer agrees that Bank may, at its sol e discretion and at any time without notice to Customer, engage third- p arty vendors to provide a Service, or portions thereof, to Customer, or to support Bank in its provision of a Service to Customer. Customer acknowledges that Bank’s third-party vendors may perform certai n functions offshore. Some Services and/or computer equipment and software are provided to Customer by a third- party vendor selected by Customer who is unaffiliated with Bank. In those cases, the third- p arty vendor is acting as Customer’s Agent rather than an agent of Bank , and Customer agrees to be bound by such third party's acts or omissions .
Bank does not warrant and shall not be responsible for Services provi ded by unaffiliated third- party vendors. Customer aut horizes Bank to disclos e to any third- party vendor of Customer or Bank information concerni ng Customer to the extent required to deliver the requested Service.
25. Notices. All written notices to Bank shall be delivered or mailed to the address designate d by Bank. Notices, including but not limited to, Ac c ount Communications sent to Customer shall be delivered or mailed to Customer’s current lead account address or other known address if deemed more appropriate by Bank under the circumstances. Notices may be delivered to some Customers in electronic format, including posting to Bank's website, delivery via facsimile to a number on file, or delivery to an electronic mail address on file or used by an Authorized Signer or Authorized User.
26. Severability. To the extent possible, each provision of this Agreem ent shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be held to be invalid, illegal or unenforceable, such provision shall be ineffecti ve only to the extent of such invalidity, illegality or unenforceability, without rendering invali d, illegal or unenforceable the remainder of any such provision or the remaining provisions of this Agreement.
27. Waiver . A waiver by Bank or Customer of any term or provision shal l not be construed as a waiver of such term or provision at any other time, or of any other term or provision. Bank’s waiver of the enforcement of any of the terms of this Agreement with respect to any transaction or series of transactions will not affect Bank’s right to enforce any of its rights with respect to other Customers or to enforce any of its rights with respec t to later transactions with Customer.
28. Assignment. In addition to Section 24 above, Bank may at any tim e assign or delegate its rights and duties under this Agreement. Custom er may not assign or transfer its rights or obligations hereunder to any other person or entity without Bank's written consent, which consent shal l not be unreasonably withheld.
29. Termi nation. Any Services may be terminated by either party upon 30 days’ prior written notice to the other. Bank may also terminate or suspend any Services immediately without notice to Customer if any of the following occurs: (a) Customer becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidati on or dissolution proceeding of any kind; (b) a material adverse change occurs in Customer’s business or financial condition; (c) Bank has reas on to believe that Customer has engaged in fraudulent or illegal activity ; (d) Customer fails to maintain balances in accounts sufficient to cover overdrafts; (e) Customer violates, or is in default under, the terms of thi s Agreement or any other agreement with Bank; (f) Customer fails to com pl y with security procedures or fails to provide information reasonabl y requested by Bank; (g) Bank determines it is impractical or illegal to provide any Services because of changes in laws, regulations or rules; ( h) Bank, in good fai th, is unable to satisfy itself that any Services have been properly authorized by Customer; or (i) Bank, in good faith, deems its el f insecure. Notwithstanding any termination, the terms of this Agreem ent shall apply to all transactions which have been initiated prior to termination.