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Nelnet Bank Personal Online Banking Services

This agreement for Personal Online Banking Services (“Agreement”) is between the person(s) acknowledging its acceptance of the terms and conditions of this Agreement below (“Customer”; “you”; “your”), which shall govern your use of the online banking services (each, a “Service” and, collectively, the “Services”) provided to you by Nelnet Bank  (“Nelnet Bank”; “Bank”; “we”; “our”; “us”) at www.nelnetbank.com (“Website”) using a personal computer or mobile device, including a smartphone, tablet, or any other eligible handheld or wearable communication device. When you apply for, enroll in, activate, download, or use any of the Services described in this Agreement, you acknowledge and agree that You are bound by the terms of this Agreement. You further acknowledge and agree that this Agreement may be amended and/or supplemented from time to time by documents we provide to you pertaining to the terms and conditions of the Services or for a specific Service we may make available to you.  Please read this Agreement and any other documents carefully.

This Agreement sets forth the terms and conditions under which Bank will provide the Services. The Services provided hereunder supplement and are subject to the terms of your Personal Account Deposit Agreement and other services agreements and disclosures you have received, which are incorporated by reference and made part hereof, including as each may be amended from time to time (collectively, the “Account Agreement”). The additional definitions and terms and conditions in this Agreement apply to the Services.  To the extent there is a conflict between the Account Agreement and this Agreement, the terms of your Account Agreement will govern the Services.

This Agreement covers your and our rights and responsibilities concerning the Services offered to you by the Bank.  The enrollment in and/or termination of the Services may be done selectively and will be subject to approval and/or the application of certain limitations by the Bank in its sole discretion. Customer agrees to complete any other forms or supply any other information requested by Bank from time to time.

SECTION I:  GENERAL TERMS AND CONDITIONS

  1. PERSONAL ONLINE BANKING SERVICES. Bank will make available to Customer Services that will enable Customer to gain access to the balance in its deposit account(s) held at Bank (each, an “Account”) and other information regarding the Accounts, as well as such additional Services as may be offered by us from time to time.
  2. AUTHORIZED USE. Customer shall have access to the Services.  Customer understands and agrees that he or she assumes the complete and absolute risk of loss for all acts and omissions by the Customer.  The Bank is entitled to rely, without further inquiry, on any information or direction submitted by the Customer.
  3. SECURITY ITEMS; SECURITY PROCEDURES. Upon enrollment, Customer can access the Services from the Website by using the security procedures as herein described (“Security Procedures”).  Bank will provide the Customer with credentials to access the Services.  The Customer must change his or her password(s) from time to time for security purposes as prompted by the Bank or more frequently as Customer deems appropriate.Certain tools are issued by Bank to the Customer to enable access to the Services (“Security Items”).  The confidentiality of any passwords and/or the physical security of each device containing Security Items is the sole responsibility of Customer.  Customer acknowledges access to the Services may include, as part of the Security Items, a multi­-factor authentication security procedure (“One-Time Passcode”; “OTP” or “Token”). A One-Time Passcode is generated to the Customer and is sent to the Customer’s designated method of receipt, either e-mail and/or SMS message.  The Bank may also change or implement additional tools or methods as part of the Security Procedures from time to time.  Any such changes generally will be effective immediately upon notice to Customer.  Customer will be deemed to accept any such changes if Customer accesses or uses any of the Services after the date on which the change becomes effective.The Security Items identify and authenticate Customer to Bank when Customer accesses or uses the Services.  Customer authorizes Bank to rely on the Security Items to identify Customer when Customer accesses or uses any of the Services. Customer acknowledges and agrees the Bank is authorized to act on any and all communications or instructions received using the Security Items, regardless of whether the communications or instructions are authorized by Customer.  Bank owns the Security Items, and Customer may not transfer them to any other person or entity without Bank’s prior written consent, which consent may be withheld in Bank’s sole and exclusive discretion.Customer acknowledges and agrees the Security Items and other Security Procedures applicable to Customer’s use of the Services as set forth herein are a commercially reasonable method for the purpose of verifying whether any use of the Services was initiated by Customer.  Customer also agrees any election Customer may make to change or waive any Security Procedures recommended by Bank is at Customer’s sole risk and any loss resulting in whole or in part from such change or waiver will be Customer’s sole responsibility. Customer further acknowledges and agrees the Security Items are not intended to detect any errors relating to or arising out of any use of the Services.If Customer has reason to believe any Security Items have been lost, stolen or used (or may be used) or that any use of the Services has been or may be made with any Security Items without Customer’s permission, Customer immediately must contact the Bank.  In no event will Bank be liable for any unauthorized transaction(s) that occurs with any Security Items.
  1. ACTIONS ON INSTRUCTIONS. Customer understands and agrees that the Bank (and other banks) rely on account numbers and routing numbers to identify different banks or financial institutions (and not the names of the accounts or the financial institutions) when executing Instructions, including wire transfers, Payment Orders, ACH entries, draw down requests or other instructions.  In acting on such Instructions, the Bank shall be entitled to rely solely on the information, instructions, representations and warranties provided by Customer, even if an Instruction contains inconsistent information the Bank knows to be inconsistent, and shall not be responsible for the accuracy or completeness thereof.  Bank is under no duty to independently determine whether the name and identifying bank account number in any Instruction are consistent with the name or other information contained in such Instruction.  Bank shall have no duty to inquire as the propriety of any Instruction initiated by the Customer.  In acting on such Instructions, Customer is obligated to pay the amount specified in such Instructions and agrees to compensate Bank for any loss or expenses (including reasonable in house and outside attorneys’ fees and related costs) incurred by Bank as a result of such reliance on executing Customer’s Instructions.Cancellation or Amendment. If Customer asks Bank to amend or cancel any Instruction and Customer’s request complies with the Bank’s procedures, Bank will use reasonable efforts and have a reasonable period of time to act upon such Instruction and comply with Customer’s request.  Bank will not be liable to Customer, however, if Bank fails for any reason to amend or cancel the Instruction.No Action on Instruction. Bank will not be obligated to act upon any Instruction: (a) that is not in accordance with Bank’s current Instructions as they relate to such  request; (b) for which Bank is not able to obtain  necessary authentication; (c) that will result in a charge to any of Customer’s Accounts with  Bank exceeding the available funds in such Account or any pre-established credit/deposit limit; (d) that will exceed any credit or other limit established for Customer by the Bank from time to time; (e) that is incomplete or ambiguous; (f) on which, in Bank’s sole judgment, Bank is unable to act because of legal process, applicable law or regulation, or other government guidelines (including, without limitation, if acting upon such Instruction will result in Bank exceeding any limitation or not being in compliance with any present or future guidelines established by the Federal Deposit Insurance Corporation or other regulatory body, or any rule or regulation of any other applicable governmental regulatory authority); (g) if, in Bank’s sole judgment, Customer’s financial condition is impaired or Bank suspects fraud or improper or unlawful activity in connection with any Service; or (h) if doing so will, in Bank’s sole judgment, expose Bank to potential liability under any applicable law or regulation.If Bank rejects or does not act upon an Instruction, Bank will use reasonable efforts to so notify the Customer within a reasonable time by telephone, facsimile, electronic transmission or overnight mail.  Bank will have no liability to Customer (whether for interest or otherwise) or any other person by reason of any delay in providing, or any failure to provide, such notice or the requested transaction.

Customer is responsible for verifying Bank has received each Instruction.  Bank will have no liability in connection with an Instruction Customer attempts to issue to Bank that is not actually and timely received by Bank.

Instructions Received After Cut-Off Time. Bank may establish Cut-Off times for transactions.  Instructions received after a Cut-Off time are deemed presented to the Bank on the next Business Day (as defined in your Account Agreement).  Bank may, in its discretion, accept and attempt to process Instructions after the Cut-Off time, but Bank will have no obligation to do so and will have no liability for deeming the Instructions received on the next Business Day.

Changes. From time to time Customer may change information the Customer has provided to the Bank.  Bank may rely on the information previously supplied by Customer until the Bank receives written notice of any change via such means and in such form as prescribed by Bank and signed by Customer and Bank has a reasonable opportunity to act on such written notice.  All such changes will be subject to the Agreement.

  1. INFORMATION REPORTING.

Previous Day Reporting. Bank will make available to Customer Account transactions balance information related to control and manage Customer Accounts through the Website.  This may include information generated from multiple Services used by the Customer and may include image of deposit tickets, deposit items, return deposit items and stop payment information. Such information may be subject to adjustment upon final posting. The length of time periods for which transaction history may be viewed may vary and depend upon various factors including account opening and Service implementations.

Current Day Reporting. Bank will make information about Account transactions available to Customer, such as balance information available through the Website. Information reported on a current day basis is subject to updating and therefore, at any point in time, may not reflect the information on our records at such time. In addition, such information may be subject to adjustment upon final posting.

  1. INTERNAL TRANSFERS AND TRANSFERS TO EXTERNALLY LINKED ACCOUNTS. Customer may initiate real-time, scheduled and recurring Internal Transfers between and among his or her linked Accounts (“Internal Transfers”), as well as transfers to up to four externally linked accounts held in the Customer’s name (“External Transfers”); provided, however, that new Accounts (as defined in your Account Agreement) may only make transfers to one externally linked account. External Transfers are subject to a maximum transfer limit of $75,000. Bank may assume all Internal Transfers and External Transfers are properly authorized and will have no obligation to verify, by telephone or by any other means, any such transfers.  By initiating any External Transfer or Internal Transfer of funds from an Account, Customer represents and warrants to Bank the balance of collected and available funds in the Account is equal to or greater than the amount of the transfer.Bank may in its sole discretion, but will not be obligated to, complete any transaction in connection with the Services if there are insufficient available funds in Customer’s Account(s) to complete the transaction.  Bank has no obligation to verify the availability of collected funds in the Account at the time of the transfer request.  If an overdraft is created as a result of a transfer request, Customer will reimburse Bank for the amount of the overdraft immediately upon request and pay Bank charges imposed as a result of the overdraft.  To secure any overdraft, Customer grants to Bank a security interest in all of Customer’s assets in the possession of, or held for the account of, Bank.  Such security interest will attach immediately upon the creation of any such overdraft.   Customer agrees that Bank is under no obligation to create an overdraft on any transaction for any purpose.  If any of Customer’s Accounts become overdrawn, underfunded or for any reason contain a negative balance, Bank will have the right of set off against all of Customer’s Accounts and other property maintained by Customer at Bank, and Bank will have the right to enforce its interests in any collateral held by it to secure any debts of Customer to Bank.
  1. STOP PAYMENT SERVICES. Customer agrees that a stop payment request with respect to any transaction must be received by Bank within time required by the terms and conditions of the applicable Service and, in any event, Bank will use reasonable efforts and have a reasonable period of time to act upon such a request.  With respect to the Services, Customer may make the stop payment request online where a Service possesses such feature.  Under no circumstances shall Bank or any of its agents be responsible for any losses resulting from any delay in Bank’s receipt of stop payment request transmitted through the Service.IF ANY REQUIRED NUMBER OR AMOUNT IS INCORRECT, OR IF THE REQUEST IS MISSING OR CONTAINS INFORMATION REQUIRED THAT IS INACCURATE, PAYMENT WILL NOT BE STOPPED AND BANK WILL NOT BE RESPONSIBLE FOR THE PAYMENT.  All other information provided must be accurate.  Stop payments using the Services are generally effective for one hundred eighty (180) days.  Except as otherwise provided by applicable law or rule, Customer shall not have the right to cancel a stop payment request or recall any payment or transfer made hereunder after it has been transmitted to Bank.
  1. ELECTRONIC STATEMENTS. An Account accessible via the Services as authorized by Bank will be automatically enrolled for the electronic delivery of statements. Customer may view, print and download current statements and such period of statement history as set forth on the Personal Online Banking Service. Customer must have a current version of Adobe Acrobat software installed on its computer sufficient to support access to a PDF file to view, save or print an electronic statement. Customer, subject to enrollment requirement, may elect to receive mailed paper statements for Accounts by requesting this function from Bank in addition to, or in lieu of, electronic statements.
  2. ALERT NOTIFICATION. The Services allow Customer to voluntarily choose alert messages regarding Customer’s accounts including but not limited to alerts regarding balance information and payment transactions and, other features. Bank may add new alerts from time to time, or cancel existing alerts.  If Customer has opted to receive an alert that is being canceled, Bank will notify Customer in accordance with the terms hereof.  Each alert has different options available, and Customer will be asked to select from among these options upon activation of Customer’s alerts service.

By using a Service that includes the issuance of an e-mail message or SMS text notice to Customer, you represent and warrant to Bank that you are the owner of (or have been granted legal authority by the owner) the e-mail address and/or the mobile phone number you provide to receive and issue and required communications with Bank as described in this Agreement and any additional terms and conditions that may apply to a Service.  You hereby give consent to receive e-mails and/or SMS text messages from us or our agents with respect to the applicable Service.  You are responsible for any fees or other charges that your wireless carrier may charge for any relate data, text or other message services.

FURTHER, YOU HEREBY AGREE THAT THE BANK AND/OR ANY OF OUR AGENTS MAY USE AUTOMATIC TELEPHONE DIALING SYSTEMS IN CONNECTION WITH SENDING SMS TEXT MESSAGES TO ANY MOBILE PHONE NUMBER YOU PROVIDE TO US.

Electronic alerts will be sent via method(s) the user has selected: email, SMS text and/or phone. If Customer’s email address or mobile phone number changes, Customer is responsible for informing Bank of the change.  Customer shall immediately notify the Bank if any email address or mobile phone number which has been enrolled for alert messages has been surrendered, inactivated, or changed. Customer understands and agrees that Customer’s alerts may be delayed or prevented due to a variety of factors.  Bank will use commercially reasonable efforts to provide alerts in a timely manner.  Bank neither guarantees the delivery nor the accuracy of the contents of any alert.  Customer also agrees that Bank shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by Customer or any third party in reliance on an alert.  Customer agrees that Bank is not responsible for any costs or fees incurred as a result of alerts sent to email addresses or phone numbers connected with a mobile phone or similar mobile devices.

To cancel text messages from the Bank, [text] [call] us at [phone number] with the message [insert language]. This will unenroll you from the Service. You expressly agree to receipt of a text message to confirm your unenrollment request.

  1. MOBILE ACCESS. Customer acknowledges and agrees that he or she will be able to access Personal Online Banking through a mobile device, such as a smart phone or tablet computer, using a wireless web browser or local Wi-Fi network. Mobile access is subject to the same authorization and Security Items required for access to the Website by Customer. There may be separate and/or supplemental terms and conditions applicable to initiating access through a mobile device.
  2. RIGHT TO TERMINATE USE OF SERVICE

We reserve the right to terminate your use of the Service at any time if we suspect that You have violated any of these terms or conditions or are otherwise using the Service in a fraudulent or other illegal manner.

  1. DISCLAIMER OF WARRANTIES

You acknowledge and agree that from time to time your use of the Service may be delayed, interrupted, or disrupted for an unknown period of time for reasons we cannot control. Neither we nor our affiliates will be liable for any claim resulting from or related to the Service due to such delay, interruption, disruption or similar failure. We have no obligation to correct any bugs, defects or errors in the Service to otherwise support, maintain, improve, modify, upgrade, update or enhance the Service.  EXCEPT AS OTHERWISE PROVIDED HEREIN, AND SUBJECT TO APPLICABLE LAW, BANK DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SERVICES.  BANK HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICES DESCRIBED OR PROVIDED.  BANK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

THE BANK DOES NOT MAKE ANY WARRANTIES THAT THE WEB SITE, OR THE SERVER THAT MAKES IT AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS.

  1. LIMITATION OF LIABILITY

EXCEPT AS OTHERWISE PROVIDED HEREIN AND SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL BANK OR THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES DESCRIBED OR PROVIDED, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (IV) ANY OTHER MATTER RELATING TO THE PRODUCTS OR SERVICES DESCRIBED OR PROVIDED, EVEN IF THE BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR FAILURE TO EXECUTE ANY TRANSFER OR PERFORM A RELATED ACT IF SUCH FAILURE IS DUE TO CAUSES OR CONDITIONS BEYOND OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, STRIKES, RIOTS, INSURRECTION, WAR, MILITARY OR NATIONAL EMERGENCIES, ACTS OF GOD, NATURAL DISASTERS, FIRE, OUTAGES OF COMPUTERS OR ASSOCIATED EQUIPMENT, QUARANTINES, PANDEMICS, OR FAILURE OF TRANSPORTATION OR COMMUNICATION METHODS OR POEWR SUPPLIES.

IN THE EVENT THE FOREGOING EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES MAY NOT APPLY IN ANY JURISDICTION, ANY LIABILITY OF BANK OR ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS IN SUCH JURISDICTIONS SHALL BE LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL IN NO EVENT EXCEED FIVE HUNDRED DOLLARS ($500.00).

  1. INDEMNIFICATION

You acknowledge and agree that you are personally responsible for your conduct while using the Service and, except as otherwise provided in this Agreement, you agree to indemnify, defend and hold harmless us and owners, directors, officers, employees and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees resulting from or arising out of your use, misuse, errors, or inability to use the Services, or any violation of this  Agreement.

The provisions of Sections 12, 13, and 14 shall survive termination of this Agreement.

 

SECTION II:  ACH ORIGINATION SERVICES

Customer wishes to initiate certain credit and debit entries Entries (as defined below) to linked external accounts in the Customer’s name by means of the Automated Clearing House (“ACH”) network pursuant to the terms hereof and the NACHA Operating Rules and Guidelines (“NACHA Rules”) and Bank is willing to act as an Originating Depository Financial Institution (“ODFI”) with respect to such Entries. Customer hereby acknowledges that it has access to a copy of the NACHA Rules, a copy of which can be obtained from the NACHA website at www.nacha.org or www.achrulesonline.org.

Unless otherwise defined in this Agreement, capitalized terms shall have the meanings provided in the NACHA Rules.  The term “Entry” shall have the meaning provided in the NACHA Rules and shall also mean the data received from Customer from which Bank prepares and/or initiates each Entry.  An “Originator” is a person who has authorized an ODFI to transmit an ACH Entry. A “Receiver” is a person that has authorized an Originator to initiate an Entry to their account at the Receiving Depository Financial Institution (“RDFI”) . An “ACH Operator” is the entity that acts as a central facility for processing ACH Entries, such as the Federal Reserve Bank.

NACHA Rules. Customer agrees to comply with and be bound by the NACHA Rules and any other applicable laws, regulations and guidance.  Bank reserves the right to audit Customer, as Originator, for compliance with this Agreement and the NACHA Rules. In the event that Customer violates the NACHA Rules or any other applicable law or regulation and a fine is imposed on Bank because of a Customer violation, Bank may charge the fine to Customer.  Entries may not be initiated that violate applicable federal and state laws, which include but are not limited to Unlawful Internet Gambling Enforcement Act (Federal Reserve Board Regulation GG) which prohibits the origination of illegal ACH transactions.  The Bank will not process any Entries it reasonably believes are illegal and restricted under Regulation GG or for any other reason.

Customer shall originate Entries through Bank in compliance with formatting and other requirements in the NACHA Rules. Entries transmitted to Bank by Customer are limited to the following types of ACH Standard Entry Class (“SEC”) codes: CCD  and PPD, unless otherwise agreed upon in writing by Bank.  The use of any other SEC code is prohibited without the express prior written consent of Bank.  Customer may submit Entries via Bank’s Commercial Online System or, with prior written approval, via secure transmission directly to Bank or its designated vendor.  The total dollar amount of Entries submitted by Customer to Bank on any one day shall not exceed the Customer’s ACH Daily Limit set from time to time and provided to the Customer.

With respect to each Entry transmitted to Bank by Customer, Customer represents and warrants to Bank and agrees that (a) each person shown as the Receiver on an Entry has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein, and (c) each Entry contains accurate information.  Customer agrees that he or she has financial and legal responsibility for all transactions originated within the Statute of Limitations in each State in which it conducts business with Bank. The “Effective Entry Date” is the date specified on the Entry on which the Originator intends the Entry to be settled.

Security Procedures.  Customer agrees to comply with all Security Procedures for the Agreement and any additional Security Procedures that may apply to ACH Origination. The Customer will remake any Entry or file at the request of Bank. Customer may use their own program to create Entries in a NACHA formatted file to transmit them to the Bank.  Bank will provide the Customer with Nacha format standards to which Customer will adhere.  Customer agrees that the Setoff Account on every batch of Entries will be an account established at Bank.

Customer is strictly responsible to establish and maintain procedures to safeguard against unauthorized transmissions.  Customer warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the applicable Security Procedures and any Security Items, as well as account information.  If Customer believes or suspects that any such information or Instructions have been made available to, known or accessed by unauthorized persons, Customer agrees to notify Bank of such breach immediately, followed by written confirmation.  The occurrence of unauthorized access will not affect any transfers made in good faith by Bank prior to receipt of such notification and within a reasonable time period to take action to prevent unauthorized transfers.

Compliance with Security Procedures.  If an Entry received by Bank in accordance with the applicable Security Procedure or otherwise purports to have been transmitted or authorized by the Customer, it will be deemed effective as Customer’s Entry and Customer shall be obligated to pay Bank the amount of such Entry even though the Entry was not authorized by the Customer, provided Bank accepted the Entry in good faith and acted in compliance with the Security Procedures outlined in this Agreement with respect to such Entry.  If signature comparison is to be used as part of the Security Procedures, Bank shall be deemed to have complied with that part of the procedures if it compares the signature accompanying a file of Entries with the signature of the Customer and, on the basis of such comparison, believes the signature to be that of such Customer. If an Entry received by Bank was actually transmitted or authorized by Customer, Customer shall pay Bank the amount of the Entry, whether or not Bank complied with the Security Procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedures.

Cut-Off Times; Delays.  Customer must adhere to the applicable Cut-Off Time.  Bank assumes no liability for delays in processing by any ACH Operator, RDFI, or third-party service provider (any entity that facilitates ACH processing on behalf of an ACH Participant).

Processing of Entries; Settlement.  Except as provided for On-Us Entries and Rejections, Bank shall (a) process Entries received from Customer to conform with the file specifications set forth in the Rules, (b) transmit such Entries as an ODFI to the ACH Operator acting as an Automated Clearing House processor, and (c) settle for such Entries as provided in the Rules.

Bank shall transmit such Entries to the ACH Operator one (1) or two (2) Business Days for Credit Entries and one (1) Business Day for Debit Entries prior to the Effective Entry Date shown in such Entries, provided: (i) such Entries are received by  the applicable Cut-Off Time , (ii) the Effective Entry Date is at least one (1) or two (2) days after such Business Day for Credit Entries and one (1) day after such Business Day for Debit Entries, and (iii) the ACH Operator is open for business on such Business Day.  Entries shall be deemed received by Bank in the case of transmittal by electronic transmission when the transmission, and compliance with any Security Procedures, is completed. If any of the requirements of such clauses (i), (ii) or (iii) is not met, Bank shall use reasonable efforts to transmit such Entries to the ACH Operator by the Cut-Off Time for a next Business Day deposit of the ACH Operator.

On-Us Entries.  In the case of an On-Us Entry, Bank shall credit the Receiver’s account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth in clauses (i), (ii) and (iii) of the foregoing paragraph are met.  If any of those requirements is not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Business Day following such Effective Entry Date. An “On-Us Entry” is an Entry received for credit or debit to an account maintained with the Bank.

Rejection of Entries.  Bank shall reject any Entry that does not comply with the requirements of this Agreement, the Rules and Bank’s procedures.  Bank shall have the right to reject any Entry if Customer has failed to comply with its payment obligations.  Bank shall have no liability to Customer by reason of the rejection of any such Entry or the fact that notice is not given at an earlier time than provided herein.  Bank shall be permitted to reject any Instructions orally, electronically, or in writing, and notice of rejections communicated by any such means shall be effective at the time such notice is given by Bank.

Amendment or Cancellation of Entry.  Customer shall have no right to amend any Entry after its receipt by Bank.  However, Bank shall use reasonable efforts to act on a request by Customer for cancellation of a file of Entries prior to transmitting it to the ACH Operator or, in the case of an On-Us Entry, prior to crediting or debiting a Receiver’s account, but shall have no liability if such cancellation is not effected.  Only an entire file of Entries, for example, an entire payroll, may be cancelled/deleted.  Bank cannot delete a single Entry from a file of payments.  This will require an Item Reversal after the entire file of entries has been processed, as more fully explained below. Customer shall reimburse Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to effect Customer’s request for the cancellation of a file of Entries or Entry.

Prenotification.  Bank strongly recommends that Customer send prenotification entries prior to sending live entries.  A prenotification Entry is used in the ACH system to test the acceptability of entries.  The prenotification process serves to: notify the receiving financial institution that a live dollar transaction is forthcoming, and verify the accuracy of the account number being credited or debited.  Failure to send a prenotification significantly increases the possibility of future payments being returned.  To allow adequate response time, a prenotification must be sent through the ACH system at least three (3) banking days prior to a live Entry being initiated.  It is the responsibility of the receiving financial institution to verify the accuracy of the prenote and Receiver’s account number and notify Bank if any information needs to be corrected.  Upon notification from the receiving financial institution, Bank will notify Customer if changes are required.  It is Customer’s responsibility to make the changes prior to the next live Entry being sent.

Reversal.  If Customer sends an Entry or file of Entries in error or duplicate and the Entry posts to a Receiver’s account, it is Customer’s responsibility to correct the error.  Customer may request a reversal of such Entry(ies) through the Automated Clearing House Network.  The Receiver’s financial institution must receive Customer’s reversal request no later than opening of business on the fifth (5th) Business Day after the settlement date of the erroneous item(s) or file.  Customer may request Bank to process a reversal Entry/file on behalf of the Customer within four (4) Business Days of settlement date of the original Entry.  Customer shall reimburse Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to affect Customer’s request for the reversal of an Entry/file.  This process does not guarantee that Customer will reverse the flow of funds.  If funds are not available for a reversal, then Customer must pursue reimbursement for the funds directly with the Receiver of the Entry outside of the Automated Clearing House Network.

Returns, Notifications of Change (NOCs).  Except for an Entry retransmitted by Customer as set forth herein, Bank shall have no obligation to retransmit a Return Entry to the ACH Operator if Bank complied with the terms of this Agreement with respect to the original Entry.

Bank shall provide Customer all information, as required by the Rules, with respect to each Return, Notification of Change (“NOC”) Entry or Corrected Notification of Change Entry received by Bank relating to Entries transmitted by the Customer.  Bank will provide such information to the Customer within two (2) Business Days of the settlement date of each Return, NOC, or Corrected NOC Entry.  Customer shall ensure that changes requested by the NOC or Corrected NOC are made within six (6) Business Days of Customer’s receipt of the NOC information from Bank or prior to initiating another Entry to the Receiver’s account, whichever is later. Return Entries will not be re-initiated, except for those returned due to insufficient or uncollected funds up to an additional two (2) times, without the Receiver’s re-authorization.  Returns, NOCs, and corrected NOCs that are received from the RDFI will be provided to the Customer.

Payment by Customer for Entries; Payment by Bank for Return Entries.  Customer shall pay Bank the amount of each credit Entry transmitted by Bank pursuant to this Agreement on the Effective Entry Date of each credit Entry, or if required to prefund, payment must be made when the Entry is transmitted to Bank or as otherwise determined by Bank. Customer shall promptly pay Bank the amount of each debit Entry returned by a RDFI that was transmitted by Bank pursuant to this Agreement.  Payment shall be made no later than the day Bank received the returned Entry. Bank shall pay Customer the amount of each debit Entry and each On-Us Entry transmitted by Bank on Settlement Date or up to two (2) days after Settlement Date at the discretion of Bank and pursuant to this Agreement. Bank shall promptly pay Customer the amount of each credit Entry returned by an RDFI that was transmitted by Bank pursuant to this Agreement.

Setoff Account and Right to Recover Funds for Settlement/Payment.  Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting the Account(s) of Customer identified hereto, and shall credit the Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received payment from Customer.  Customer shall at all times maintain a balance of available funds in the Account sufficient to cover its payment obligations under this Agreement.  In the event there are not sufficient available funds in the Account to cover Customer’s obligations under this Agreement, Customer agrees that Bank may debit any account maintained by Customer with Bank or any affiliate of Bank or that Bank may set off against any amount it owes to Customer, in order to obtain payment of Customer’s obligations under this Agreement.

Customer Reconcilement of Account.  Entries transmitted by Bank or posted to a Receiver’s account maintained with Bank will be reflected on Customer’s periodic statement issued by Bank with respect to the Account pursuant to the agreement between Bank and Customer.  In accordance with the Rules, Bank shall not be obligated to provide a separate notice to Customer of Bank’s acceptance of credit Entries designating Customer as beneficiary.  Customer agrees to notify Bank promptly of any discrepancy between Customer’s records and the information shown on any periodic statement.  If Customer fails to notify Bank of any discrepancy within thirty (30) days of receipt of a periodic statement containing such information, Customer agrees that Bank shall not be liable for any other losses resulting from Customer’s failure to give such notice or any loss of interest with respect to an Entry shown on such periodic statement.  If Customer fails to notify Bank of any such discrepancy within thirty (30) days of receipt of such periodic statement, Customer shall be precluded from asserting such discrepancy against Bank.

Inconsistency of Name and Account Number.  Customer acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by Bank to the Receiving Depository Financial Institution may be made by the Receiving Depository Financial Institution (or by Bank in the case of an On-Us Entry) on the basis of the account number supplied by the Customer, even if it identifies a person different from the named Receiver, and that Customer’s obligation to pay the amount of the Entry to Bank is not excused in such circumstances.

Documentation.  The Bank will provide User Documentation for the Services and the following Account documentation: (i) Bank will issue periodic statements electronically for the Customer’s account that will reflect Entries credited to and debited from the Customer’s account; and (ii) the Personal Online Banking system will display a confirmation at the time Customer initiates ACH transactions, which confirmation should be printed and kept for Customer’s records.

Termination/Suspension by Bank.  Customer may terminate this Agreement at any time, provided that such termination shall be effective sixty days (60) following the day of Bank’s receipt of written notice thereof or such later date as is specified in that notice.  Bank reserves the right to terminate this Agreement immediately upon providing written notice of such termination to Customer.  Any termination of this Agreement shall not affect any of Bank’s rights and Customer’s obligations with respect to Entries initiated by Customer prior to such termination, or the payment obligations of Customer with respect to services performed by Bank prior to termination, or any other obligations that survive termination of this Agreement.  Bank may suspend the Customer from initiating Entries under this Agreement or terminate Customer for breach of the NACHA Rules at any time upon notice to the Customer.