Terms and Conditions

General Provisions

If you want to print a hard copy, please use this download link.

General Provisions (68 KB PDF)

Get Adobe Reader 

The terms and conditions contained in this section of the Agreement are applicable to all Treasury Management Services. Additional terms and conditions pertaining to each individual Service are contained in the sections of this Agreement relative to such Services.

This Agreement and all the documents referenced herein, contain the entire understanding of the parties and supersede any previous discussion, proposals or agreements, if any, between the parties with respect to the subject matter hereof. There are no unwritten oral agreements between the parties with respect to the subject matter hereof. In the event of a conflict between the terms of this Agreement and the terms of any Operational Instructions provided to the Customer in connection with any Services, the terms of this Agreement shall control.

CONFLICTING DEMANDS

In the event of any disagreement hereunder, or if conflicting demands or notices are made upon Bank relating to the relationship or any item or amount received by Bank hereunder, Bank may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder with regard to the subject matter of the dispute, so long as such dispute continues; and in any such event, Bank shall not be or become liable to any person for its failure or refusal to act, and Bank shall be entitled to continue so to refrain from acting until (a) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (b) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested parties. The rights of Bank under this paragraph are cumulative of all other rights which it may have by law or otherwise.

CUSTOMER’S OBLIGATIONS

Customer warrants that the Services provided hereunder are for a commercial purpose and that none of the Accounts related to such Services is a consumer purpose Account as defined by the Electronic Funds Transfer Act and Regulation E of the Federal Reserve System and that such Accounts have not been established or are being used or will be used for personal, family or household purposes. Customer acknowledges that Bank, by providing the Services under this Agreement, does not assume any of the Customer's obligations, if any, under the Electronic Fund Transfer Act, Regulation E of the Federal Reserve System, and all provisions promulgated hereunder, or any other applicable federal or state law or regulation, unless Bank has agreed in writing to do so.

Customer consents to Bank's disclosure of any information concerning Customer to Bank's affiliates, agents, NACHA, any other automated clearing house association used by Bank, and the Federal Reserve.

Customer agrees that it promptly will examine the reconciliation statements and related reports for the Accounts referred to herein and will report in writing to Bank within thirty (30) days after the statement date any discrepancies between the transfers or entries shown on the statements from the said Accounts and Customer's records of such transfers or entries.  Failure to notify Bank of any such discrepancies within such time shall relieve Bank of any liability for such discrepancy.

Performance under this Agreement by Bank does not relieve Customer of its obligation to regularly audit its bookkeeping, check writing, account reconciling procedures, and personnel performances, and to safeguard its blank check stock and other financial-related documents and establish adequate controls and mechanisms to prevent loss.

Customer is solely responsible for the timeliness, accuracy and completeness of any instruction and information entered into a communication system by Customer or Customer's employees in connection with any transaction.

In conjunction with the use of any of the Services selected, Customer agrees to defend, indemnify and hold harmless Bank, its directors, officers, shareholders, employees, successors, predecessors, principals, agents, assigns, parents, subsidiaries, and insurers from and against any and all claims, liabilities, suits, actions, rights, damages, costs, pecuniary loss, demands, causes of action of every kind in law or in equity, attorney’s and other fees, expenses and compensation whatsoever, both now and at any time in the future, known or unknown, foreseen and unforeseen, asserted by the Customer, including stockholders, officers or employees of Customer, and/or any third party, claiming in its own right or through the Customer, against Bank, except as may be attributable solely to Bank's gross negligence or willful misconduct, as a result of Customer’s use of and/or reliance upon the Services selected. Customer shall indemnify Bank from and against any and all claims, demands, loss, liability or expenses, including attorney's fees and costs, sustained directly or indirectly by Bank as a result of Customer's acts, omissions, breach of warranties or otherwise.

Customer acknowledges and agrees that all information given to Customer as part of the Services is proprietary information and Customer agrees not to use or misuse this proprietary information for any purpose that is not in conformance with the purpose of the Services.  Otherwise, Bank shall have the right to terminate the relationship immediately, have all proprietary information regarding the Services returned immediately, seek all damages, including attorney's fees, from Customer, and seek any other legal recourse provided by law.

Customer agrees to compensate Bank according to the schedule of fees for services rendered hereunder, and further agrees that charges for services performed may be changed by Bank upon thirty (30) days prior written notice to Customer, With the exception of Commercial Card, Bank shall be compensated for the Services selected by the Customer's maintenance of certain amounts of collected funds with the Bank in Demand Deposit Account(s) ("DDA(s)" or "Account(s)") and/or fees, both as agreed to by the Bank and the Customer. Required balances of such Account(s) may vary from time to time pursuant to changes in the cost to the Bank of performing the Services selected herein, changes in the Federal Reserve System's reserve requirements for the Bank's demand or time deposits, and changes in Bank's earning allowance to Customer for demand deposits. In the event Customer does not maintain the required balances, the Bank may charge any of the Customer's Accounts for its customary fees as established by the Bank from time to time. Customer authorizes Bank to charge and directly debit any of Customer's Accounts with Bank for such fees and charges upon their being incurred.

Customer shall be solely responsible for the payment of any and all taxes imposed in connection with or as a result of the Services being provided by Bank except for any tax based upon Bank's net income.

LIMITATIONS OF LIABILITIES

Customer agrees that occasional deviation by Bank from the procedures set forth herein shall not be deemed failure to exercise ordinary care or to act in good faith. Failure to exercise ordinary care shall not be inferable by reason of a loss of an item or otherwise without, in addition thereto, a showing of gross negligence on the part of Bank. Customer further agrees that Bank shall not be liable to anyone for any error or mistake in judgment or for any act done or step taken or omitted, or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection with this Agreement, except that which results solely from Bank’s gross negligence or willful misconduct.

Bank shall not be responsible for Customer's acts or omissions, or those of any other person, including without limitation any Federal Reserve Bank or transmission or communications facility or agent or agencies selected by Bank in connection with any matter relating to this Agreement. Bank shall not be responsible for delays or failures in performance caused by or resulting from acts of God, strike, lockout, riot, epidemic, war, computer viruses, governmental regulation or interference, fire, other casualty, windstorms, earthquakes, floods, hurricanes, delay in transportation, equipment malfunction, software or hardware failure, communications line failure, power failure, acts or omissions of Customer or of third parties or other causes beyond Bank’s reasonable control.

Except as stated herein, items are received, processed and settled subject to the provisions of the New York State Uniform Commercial Code in effect from time to time. These items are also received, processed and settled subject to the rules and operating circulars of Federal Reserve Banks, the regulations of the Federal Reserve Board, the rules of the applicable clearing house associations, and clearing arrangements or agreements between or among banks to which Bank is a party in effect from time to time. Customer further agrees that no term, covenant, and/or condition in this Agreement shall limit any right of Bank to exercise its rights under the Expedited Funds Availability Act, and Regulation CC or other applicable regulations.

Bank makes no warranties, express or implied, to Customer in connection with the Services provided under this Agreement including but not limited to, any implied warranties of merchantability or fitness for a particular purpose.

Bank shall not be liable for lost profits, indirect, special, consequential, or punitive damages, foreseeable or unforeseeable, which may arise in connection with the performance or nonperformance by Bank of the Services contemplated by this Agreement, even if Bank has been advised of the possibility of such damages. The liability of Bank in all of these instances shall be limited to the recovery of funds erroneously transferred and/or interest lost thereon. Bank's liability for lost interest arising out of Bank's error or omission in executing a fund transfer request shall be calculated by using the daily federal funds rate in effect at the Federal Reserve Bank of New York for the period involved. Bank shall not otherwise be liable for damages of any type.

Customer expressly acknowledges and agrees that Bank shall be under no obligation to honor or to act upon any instructions to transfer funds, whether or not proper in all respects, if Customer has insufficient good and collected funds in the specified Account from which the transfer is to be made to fund the transfer.

RIGHTS AND RESPONSIBILITIES OF BANK

Until Bank has received from Customer written or electronic notification to the contrary and has been afforded a reasonable opportunity to act thereon, Bank may rely upon any instruction or information that Bank reasonably believes, in its sole discretion, to emanate from Customer's authorized representative, whether in fact it does or does not. Customer will supply either written signatures or electronic identification signatures of representatives authorized to act on behalf of Customer as to each Service selected herein. Customer represents and warrants that all designations of representatives are duly authorized and Bank is fully protected in relying upon such designations and signatures. Customer understands and agrees that Bank shall be fully protected in relying upon the most recent designation of the authority of Customer's authorized users in Bank's possession until such time as Customer gives Bank notice of any change and Bank has had a reasonable opportunity to act with respect thereto. Bank may from time to time modify or add to its Security Devices and shall give Customer written or other appropriate notice thereof.

Bank shall comply with all applicable law with respect to safeguarding of Customer information and will take commercially reasonable precautions to protect the confidentiality of Customer information entered into the Bank’s computer/communication system. There shall be a presumption that Bank has satisfied the foregoing obligation if Bank has adhered to its regular security procedures and has entered into contracts with third party vendors who have a contractual obligation to Bank to maintain the confidentiality of Customer information input into the third party vendor system.

Bank shall have the right, but not the obligation, to audit Customer’s compliance with the terms of this Agreement.

SAFEGUARDING ACCOUNTS/FRAUD DETECTION

Bank may from time to time furnish Customer with codes, identification numbers and other access devices and procedures ("Security Devices"). Customer shall bear the sole responsibility for safeguarding the confidentiality of any Customer identification number, password, Customer number or location numbers or other Security Devices issued by Bank. Accordingly, Customer shall implement appropriate security measures to safeguard the internal confidentiality of such Security Devices and shall notify Bank immediately upon discovery that the security thereof has been or may have been compromised. Customer acknowledges that the Security Devices are appropriate and commercially reasonable to afford protection against unauthorized transactions and Bank shall have no liability to Customer for any unauthorized transfers of funds or other use of services hereunder affected by the use of such Security Devices. Customer shall be liable for any and all claims, losses and/or damages arising from use of the Services, whether or not authorized by any person who utilizes the Security Devices or who gains access by any other means.  In furtherance of the foregoing, if an employee, agent or representative of Customer or anyone accessing the system utilizing the Security Devices willfully or through negligence damages or disrupts the systems of Bank, Customer shall be liable for all claims, losses and/or damages resulting therefrom.

Customer agrees to take certain precautions in order to decrease the risk of unauthorized transactions from its Account(s) including, but not limited to:

I. Safeguarding and not disclosing to third parties information about Customer’s Accounts, such as account numbers;

II. Safeguarding material and information which can be used to access Accounts, including, but not limited to, security devices, checkbooks, blank/unused checks, or other access-related information; and

III. Closing an Account immediately upon discovery of any known or suspected unauthorized activity. For example, if Customer reports missing, stolen, or unauthorized checks, Bank may recommend that any compromised Account(s) be closed. If Customer declines such recommendation, Bank will not be liable to Customer for subsequent losses on such Account(s) due to unauthorized activity and Customer agrees to indemnify Bank for any losses Customer incurs as a result thereof.

Customer further acknowledges that Bank makes certain products and services that are designed to detect and / or deter fraud (e.g., Positive Pay) available to Customer. While no product or service can be completely effective, such product / services will, in Bank’s determination, reduce the likelihood that certain types of unauthorized activity will occur. Accordingly, it is understood that, notwithstanding anything contained in this Agreement to the contrary, if Bank recommends that Customer implement any of such fraud-mitigating products or services, and Customer fails to do so, and / or fails to follow the aforementioned precautions and any other precautions reasonable for its particular circumstances, Customer will be precluded from asserting any claims against Bank for paying any unauthorized, altered, counterfeit or other fraudulent check that such recommendation (e.g., closing the existing Account) or product / service (e.g., Positive Pay), was likely to detect or deter, and Bank will not be required to re-credit Customer’s Account and will not have any other liability for paying items or executing payment orders or other instructions that would have been prevented thereby, and Bank shall be deemed to have exercised ordinary care for its payment of any such unauthorized, altered, counterfeit or other fraudulent check. Further, Customer agrees to indemnify Bank for any losses it incurs if Customer chooses not to take such precautions and / or utilize such fraud-mitigating products or services.

SENDING AND RECEIVING PAYMENTS AND/OR INFORMATION VIA FILE DELIVERY

Bank may make certain services available via File Delivery. Using File Delivery, Customer may send (upload) or receive (download), payments or information for these services with Bank.

Customer agrees to send and receive payments and/or information to Bank utilizing the agreed upon transmission(s) protocols and security/encryption standards supported by Bank. These can include online access via Bank’s website or via a direct connection. Bank reserves the right to suspend access to File Delivery upon notice of a violation to the applicable terms and conditions applicable. In addition, Bank may suspend access and use of File Delivery without notice where this action is required to prevent interference or disruption of services to other customers, to protect the integrity of Bank services, or as required by law or regulation.

ACCESSING SERVICES VIA THE INTERNET

Bank may make certain services available via the internet, including mobile applications, websites, and other related internet channels (collectively, the “Channels”). The materials contained on the Channels are provided as a service to Customers. By accessing the Channels, Customer indicates acknowledgement and acceptance of the terms and conditions set forth below and the terms and conditions contained on the accessed Channels without limitation or qualification. Bank may revise these terms and conditions at any time by updating the posting on the Channels, and those revisions will be binding upon all Customer’s with the ability to access the Channels. Customer should therefore check the posting to review these terms and conditions from time to time. For purposes of these terms and conditions, references to Bank include its affiliates, directors and employees.

Proper Use: Customer agrees to access and use the Channels only for the purposes intended. Customer agrees not to attempt to probe, scan or test the vulnerability of the Channels, and not to attempt to bypass or interfere with security measures. Bank reserves the right to suspend Customer’s access and use of the Channels upon notice of a violation of the terms and conditions applicable to access and use. In addition, Bank may suspend Customer access and use of the Channels immediately without notice where this action is required to prevent interference or disruption of services to other Customers, to protect the integrity of Bank services, or as required by law or regulation.

Laws, Regulations and Confidentiality of Customer Information:  User access to, and use of the Channels is subject to all applicable federal, state and local laws and regulations. Unauthorized use of the Channels and the services is prohibited and violators can be prosecuted under federal and state laws.

Bank shall comply with all applicable laws with respect to the safeguarding of Customer information and will take commercially reasonable precautions to protect the confidentiality of Customer Information entered into Bank’s computer/communication system. There shall be a presumption that Bank has satisfied the foregoing obligation if Bank has adhered to its regular security procedures and has entered into contracts with third party vendors who have a contractual obligation to Bank to maintain the confidentiality of Customer Information input into the third party vendor’s system.

Rights and Responsibilities of Customer: Customer acknowledges that it has selected the appropriate hardware, software, and communication facilities, which are compatible for use with Bank’s Internet based services selected based upon the requirements provided by Bank. Customer also acknowledges that it will adhere to safe computing practices inclusive of utilizing up-to-date virus protection software on the equipment used to access the Site. Bank may provide educational material from time to time to help educate Customer regarding online banking security and related topics. Consult the Site for further information.

Submission of Instructions: Instructions received by Bank from Customer via Bank’s Internet based services shall be deemed to be received from Customer and fully authorized by Customer.

Use of Dual Control Security Procedure: Bank offers and recommends the use of a dual-control security procedure for the authorization and release of transactions. Should Customer choose to utilize a single-user control security procedure instead, Customer accepts the risk and liability associated with the payment order issued on Customers’ behalf. Bank additionally offers and recommends the use of a dual control procedure for administrators for performing user administration. Should Customer choose to utilize a single-user control security procedure instead, Customer accepts the risk and liability associated with their single administration user process. Customer acknowledges this risk by accepting these terms and conditions in written or electronic format.

Copyright and Trademark Information: The information contained on the Channels, including but not limited to text and images herein (other than certain images licensed from third parties) and their arrangement, are copyright ©2017 by Capital One Financial Corporation. All rights reserved.

Capital One and its logo are trademarks of Capital One. All other trademarks are property of Capital One unless otherwise designated or clearly implied herein as belonging to third parties. Nothing contained in the Channels shall be construed as granting by implication, estoppel, or otherwise any license or right under any patent, trademark, copyright (except as expressly stated above) or proprietary rights of Capital One or of any third party.

Customer is authorized by Bank to copy, transmit or display any information registered or owned by Bank within the Channels solely for your personal, non-commercial use, provided that any such copy, transmission or display includes any copyright, trademark or service mark attribution as it appears on such page. The information and materials contained in the Channels may not otherwise be copied, transmitted, displayed, distributed, downloaded, licensed, modified, published, posted, reproduced, used, sold, transmitted, used to create a derivative work or otherwise used for commercial or public purposes without Bank’s prior written consent.

The Channels may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Certain images and information in the Channels are the copyright or trademark of third parties and any use is subject to the terms and conditions of such third parties.

Limitation of Liabilities and Warranties:  INFORMATION IN THE CHANNELS IS PROVIDED"AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

The information contained in the Channels may include technical inaccuracies or typographical errors. Bank from time to time amends, changes, adds, deletes, updates or alters the information contained in the Channels, including information regarding the products and services described in the Channels, without notice. Bank assumes no liability for any errors or omissions in the information contained in the Channels and expressly disclaims any responsibility to update the information contained in the Channels.

IN NO EVENT SHALL BANK BE LIABLE FOR ANY PUNITIVE, SPECIAL, DIRECT, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT AND TORT ACTIONS (INCLUDING LIBEL), ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING OR DISPLAY OF, OR THE INTERACTION OR ANY OTHER FORM OF COMMUNICATION WITH, THE CHANNELS AND THE INFORMATION CONTAINED IN THE CHANNELS (INCLUDING VIA COMPUTER VIRUSES OR ANY OTHER FORM OF SOFTWARE).

Marketing:  Regardless of whether Customers have chosen to opt out of certain marketing offers from Bank, by using Bank’s on-line services, Customer agrees that Bank may market Bank services and the services of other companies in the Channels through the use of banner ads,"hyper-links," and other similar marketing devices. Products offered will be at the sole discretion of Bank, and may be provided by companies not affiliated with Bank. Non-affiliated companies will be solely responsible and liable for the provision of or failure to provide stated services, benefits, or products. Bank does not legally endorse or guarantee products or services provided by non-affiliated companies and such products or services are neither FDIC insured or bank guaranteed.

Links to Other Internet Web Sites:  Some of the Web sites listed as links are not under the control of Bank, but rather are exclusively controlled by third parties. Accordingly, Bank makes no representations whatsoever concerning such Web sites. Although Bank may provide a link to a third party, such a link is not an authorization, endorsement, sponsorship or affiliation by Bank with respect to such Web site, its owners or its providers. Bank is providing these links only as a convenience to Customer.  Bank has not tested any information, products or software found on such Web sites and therefore cannot make any representations whatsoever with respect thereto. It is up to Customer to take precautions to ensure that whatever Customer selects is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

IN NO EVENT WILL BANK BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF ANY HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON CUSTOMER INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF BANK IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Feedback: Any comments or materials sent to Bank, including feedback data, such as questions, comments, suggestions or the like regarding the content of any such documents (collectively “Feedback"), shall be deemed to be the property of Bank.  Bank’s use of the Feedback will be in compliance with Capital One's Online Privacy Practices, which is set forth in the Channels, and applicable laws. Bank shall have no additional obligations with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation.  Further, Bank shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such Feedback.  Application information submitted to Bank shall be treated confidentially to the extent required by applicable law or as disclosed in the application.

Violations of Terms and Conditions: Bank reserves the right to seek all remedies available at law and in equity for violations of these terms and conditions, including the right to block access from a particular Internet address or device to the Channels. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS BANK FROM ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING ATTORNEY’S FEES, RELATED TO A CUSTOMER VIOLATION OF THESE TERMS AND CONDITIONS OR CUSTOMER USE OF THE SERVICES AND INFORMATION PROVIDED IN THE CHANNELS.

PAYMENT PROCESSING RESTRICTIONS ON INTERNET GAMBLING FUND TRANSFERS

The Federal Reserve recently enacted regulations that require U.S. financial firms that participate in designated payment systems to establish and implement policies and procedures reasonably designed to prevent payments connected to unlawful Internet gambling. In light of the regulations, please be informed that restricted transactions (as defined in Federal Reserve Regulation GG/12 CFR Part 233) are prohibited from being processed directly or indirectly through any Account or relationship maintained with Bank. Restricted transactions generally include, but are not limited to, those in which credit, electronic fund transfers, checks or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.

NOTICES AND COMMUNICATIONS

Any written notice or other written communication to be given to Bank under the terms of this Agreement will be effective and deemed to be given upon receipt by Bank.  Any written notice or other written communication to be given to Customer under the terms of this Agreement will be effective and deemed to be given when mailed or electronically transmitted to you in accordance with this Agreement.

Customer authorizes Bank to record electronically all telephonic instructions received by Bank from Customer and conversations between Customer and Bank without further notification, and to retain such recordings for such period as Bank may see fit.  The decision to record any telephone instructions and conversations shall be solely within Bank's discretion and Bank shall have no liability for failing to do so.

Customer may request a paper copy of any disclosure or notice provided to Customer electronically by writing to Bank at the address indicated in the Authorization and identifying the disclosure or notice Customer is requesting. A fee may be charged for a paper copy of the electronic information.

Customer may use email to contact Bank about inquiries, maintenance and/or some problem resolution issues. Email may not be a secure method of communication. Thus Bank recommends you do not send confidential personal or financial information by email. Customer acknowledges and agrees that the Bank shall not be liable for any loss or damage incurred by Customer as a result of an unauthorized person gaining access to any email sent by Customer containing confidential personal or financial information.

SUCCESSORS AND ASSIGNEES

Customer agrees that the terms and conditions in this Agreement are binding upon the parties as well as upon their successors and assignees. However, Customer agrees that this Agreement cannot be assigned by either party without the written consent of both parties, except that Bank may assign this Agreement to any of Bank’s affiliates or successors at any time without Customer's consent.

THE ACCOUNTS

The Account(s) referenced herein are governed by Bank's Rules Governing Deposit Accounts, and all applicable laws, regulatory requirements, and clearing house rules, as well as any and all amendments thereto. Bank has the right to amend and modify the Rules Governing Deposit Accounts at any time and from time to time without prior notice to Customer, except as may be required by applicable law.

THE RELATIONSHIP

Nothing herein contained shall constitute the parties as partners or co-venturers or render either party liable for the debts or liabilities of the other party.

HEADINGS

The section headings are for convenience only and shall not affect the meaning of the provisions hereof.

SEVERABILITY

If one or more of the provisions of this Agreement or in the Rules Governing Deposit Accounts or in the supporting Operational Instructions provided herewith (all of which become part hereof by reference) should be or is declared to be illegal, invalid or unenforceable in any respect under present or future laws or regulations effective during the term hereof, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired thereby; PROVIDED HOWEVER, that if this entire Agreement should be or is declared to be illegal, invalid or unenforceable or should any regulatory agency direct Bank to discontinue providing the Service(s) hereunder, parties agree that payments or credits due up to that time shall be remitted or made, and the relationship shall thereafter be immediately terminated without liability to either party.

NO WAIVER

No waiver of any provisions or procedures hereunder shall be binding unless such waiver shall be in writing and signed by the party alleged to have waived such provision or procedure. Any waiver by either party of any defaults hereunder shall not operate as a waiver of succeeding defaults.

GOVERNING LAW/WAIVER OF JURY TRIAL/DISPUTES

This Agreement, and any and all claims relating to or arising out of this Agreement or the breach thereof, whether sounding in contract, tort or otherwise, in each case, shall be governed by and construed under the laws of the State of New York without giving effect to the conflict of law or choice of law principles thereof. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS (WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR ANY SERVICES. In the event of any dispute arising out of the subject matter hereof, the Bank shall recover, in addition to any other damages assessed, its reasonable attorney’s fees and court costs incurred in arbitrating, litigating, or otherwise settling or resolving such dispute. Except as otherwise provided in Bank’s Rules Governing Deposit Accounts, any claim, controversy or cause of action relating to this Agreement must be commenced within one year after such claim or cause of action arose or such claim or cause of action shall be forever prescribed and barred.

AMENDMENTS

This Agreement may be supplemented or amended from time to time by Bank.  Supplements or amendments will be made in any manner deemed acceptable by Bank, including without limitation, by general posting on the Bank’s website. Customer acknowledges that if Bank supplements or amends this Agreement by general posting on the Bank's website, it shall be under no obligation to communicate directly to Customer that any such supplements or amendments have been made, it being understood that Customer's access to the website shall be viewed as sufficient notice thereof. Customer agrees that this Agreement may be supplemented, or amended in this manner. Customer’s continued use of the Account without written objection will be deemed acceptance of the supplements and amendments. If Customer rejects any such supplements or amendments, Bank shall be entitled to suspend or terminate the Services provided to Customer. In addition, Bank may notify Customer of any changes to the security protection program or software and hardware requirements described hereunder that Bank, in its sole discretion, deems necessary.

TERMINATION

The relationship may be terminated by any party hereto by giving not less than thirty (30) days written notice of such termination to the other party. In the event that either party hereto breaches any material term or conditions hereof, the non-breaching party may, at its option, give written notice of its intention to terminate unless such breach or failure to perform is cured within thirty (30) days after the sending of such notice. Failure to remedy such breach or failure to perform shall give the non-breaching party the right to terminate at the end of such thirty (30) day period with no penalty. Notwithstanding the foregoing, Bank may terminate, with such termination to be effective immediately upon notice to Customer, at any time for any reason. Notwithstanding such termination, the terms hereof shall remain in full force and effect as to all transactions taking place hereunder prior to the termination date. No termination or expiration hereunder shall affect the rights or obligations of either party which may have arisen or accrued prior to such termination or expiration.