COMMERCE NATIONAL BANK ONLINE BANKING AGREEMENT AND DISCLOSURE
2. Other Terms
3. Using Online Banking
4. Description of the Services
5. Limitations on Services
6. Business Days
7. Hours of Service
8. Contact in Event of Unauthorized Transfers
9. Force Majeure and Limitation of Liability of Bank
17. Governing Law
1. You Are Responsible for Access Codes and Instructions In Your Name
2. Your Obligation to Review Security Procedures
3. Your Obligations to Safeguard Security Procedures
4. Authorization and Processing Instructions
5. Bank not Obligated to Honor an Instruction
6. Liability; Limitation of Liability; Indemnification
7. Your Duty to Notify Bank of Error
1. Introduction. This Agreement governs the use of Commerce National Bank’s online banking services (“Services”) and system (“System”). By applying for or using any of the Services, you agree to its terms.
For purposes of this Agreement, “you” refers to each person who applies for a Service and anyone you authorized to use the Services. “The words “we” and “Bank” refer to Commerce National Bank.
If your account is held primarily for personal, family or household purposes (i.e., a “personal account”), Part II applies to you. If your account is not held primarily for personal, family or household purposes (i.e., a business or other non-personal account), Part III (not Part II) applies to you.
(a) General Requirements. In order to use the Services, you must have at least one checking account with us. To access your account(s) via the Internet, you must have a personal computer, phone/cable line access, World Wide Web access via a Secure Internet Service Provider and an Internet browser that supports 128-bit encryption. The System is best viewed using Microsoft Internet Explorer 6.0 or higher. If you use a Mac, we recommend using Firefox 1.0 or higher. Your Internet Service Provider can help you obtain the correct version. You will be responsible for acquiring, maintaining and operating the necessary computer equipment.
(b) PIN and Password Requirements. We may provide you with one or more numbers, passwords, tokens and/or other means of identification and authentication (collectively "Password") to access our Services. The first time you access the Services, you will need to enter your temporary Access ID (“Access ID”) and temporary personal identification number (“Password or PIN”) and otherwise satisfy the System’s security procedures. The temporary Access ID is any one of your account numbers, and the temporary Password will be the last four digits of your Social Security Number. You will be prompted to change your temporary Access ID and temporary Password after a successful log-on. Your Access ID, which cannot be used without your Password, will provide you access to all of the eligible accounts you currently have with the Bank, whether individual or jointly held, as well as any eligible new accounts you may open in the future.
You determine what Password you will use. The Password will not be provided to a Bank employee. You agree that we are authorized to act on Service instructions that we receive with your Password.
You agree to maintain the confidentiality and security of your Password and to change your Password every 90 days. We have no obligation to verify that you have used a reasonable level of protection or to verify that your Password is changed at reasonable intervals. Upon three unsuccessful attempts to use your Password, your access to the System will be revoked. To re-establish your authorization to use the System, you must contact the Bank at 949-474-1020 to have your Password reset or to obtain a new temporary personal identification number.
We may act upon instructions received through the Services under your Password, without inquiring into the identity of the person using that Password. You agree that you will not, under any circumstances, disclose your Password by telephone or any other means to any person. You acknowledge that no person from the Bank will ever ask for your Password and that Bank employees do not need and should not ask for your Password. You are liable for all transaction instructions that are accompanied by your Password and understand that, if you disclose your Password to anyone, you do so at your own risk since anyone with your Password will have access to your accounts. At any time, you may ask Bank to disable your Password.
For joint accounts, each person will have a separate Access ID and Password. Each owner of a joint account will be jointly and severally liable for Service transactions conducted by an authorized person or otherwise processed by the Bank in accordance with the security requirements described above.
You agree and acknowledge that your Access ID, Password and Bank’s challenge questions are authentication tools or methods used by the Bank to verify your identity. We may require you to use additional authentication tools or methods from time to time.
For purposes of this Agreement, your Access ID, Password, Bank challenge questions and any other additional authentication tool or method offered or required by us to verify your identity will be referred to, collectively and individually, as the “Code.”
- View balance information,
- View recent transactions,
- View previous account statements,
- View images of paid items,
- Transfer funds between Bank savings, checking and/or money market accounts with the same ownership and vesting, and
- Download (or export) account information to financial software programs and/or spreadsheets, such as Quicken, QuickBooks and Microsoft Money (Note: We are not responsible for the accuracy of data or its integration with financial software).
The balance and the activity information that you obtain through the System are as of 5:00 PM from the previous business day and may not reflect current transactions. Your balance may reflect deposits not yet available to you under the Bank's funds availability policy, including current day deposits.
Some of the Services may appear on your screen that have not been approved for you, and, therefore, will not be available to you. Also, available Services may be added or cancelled at any time. We may update this Agreement to notify you of the existence of new Services. Your use of a new Service when it becomes available will be considered evidence of your agreement to any updated term.
Any one owner or authorized signer on an account may use the System and the Services (including account viewing and internal transfers) without regard to any signature requirements or other transaction limitations otherwise applicable to an account.
You agree to comply with all applicable state or federal laws in connection with your use of the Services. This includes, without limitation, the sanctions and laws administered by the Office of Foreign Assets Control.
(a) Dollar Limitations. We may refuse to transfer funds if there are insufficient available funds to make the transfer.
(b) Transfer limitations. All transfers to and from an account will be subject to the terms and conditions applicable to the account as set forth in your account agreement, including but not limited to transfer limitations.
With respect to money market and savings accounts, you are permitted to make no more than six transfers and/or withdrawals per calendar month to another bank account or to a third party by means of preauthorized or automatic transfer or telephonic (including data transmission) agreement, order or instruction, check (if applicable), draft, point of sale (“POS”) transaction, or similar order made by you and payable to third parties. Each internal transfer through the Service is counted as one of the six permitted transactions. There are no limits on the number of deposits and in-branch transactions that you may conduct. If you exceed the permitted number of transfers on a savings or money market account, we may close the account, impose a fee of $10.00, and/or change the account to a non-interest bearing deposit account.
(c) Cut-off Hour for Transfers between Accounts. We will act upon your transfer instruction on the same business day if it is received by us through the Service before 5:00 PM PST. If we receive your transfer instruction on a non-business day or after 5:00 PM on a business day, we may post the transfer on the next business day.
(d) Cancelling Transfers. In order to cancel future-dated (or preauthorized) Service transfers between your accounts, you must either contact us during regular business hours at 949-474-1020, or write to us at Commerce National Bank, 4040 MacArthur Blvd., Suite 100, Newport Beach, CA 92660, at least three business days or more before the scheduled date of the transaction. You can also cancel future-dated internal transfers initially set up via the System by logging onto the System and following the applicable instructions. You agree that an instruction from you to the Bank via the System to cancel a future-dated transfer may not be acted upon unless we receive your instruction before the end of the business day before the date on which the transfer is scheduled to be made.
7. Hours of Service. You can use the System seven days a week, twenty-four hours a day. However, some or all Services may not be available at times due to emergency or scheduled System maintenance. We will use reasonable efforts to post notice of any extended periods of non-availability on the System website. We will not be responsible for any losses or inconvenience caused by these temporary unavailability periods.
8. Contact in Event of Unauthorized Transfers. If you believe your Code has been lost or stolen, call us at 949-474-1020, or write to Commerce National Bank, 4040 MacArthur Blvd., Suite 100, Newport Beach, CA 92660. You should also call this number or write to this address if you believe a transfer has been made using the information from your check without your permission.
9. Force Majeure and Limitation of Liability of Bank. Unless otherwise required by law, the Bank will not be liable for any loss, expense or delay caused by accidents, legal constraint, strikes, fire, flood, terrorist action, war, riot, electrical or mechanical failure, software, acts or omissions by you, or any other third parties (including but not limited to acts or omissions of any telephone or telecommunications carrier), acts of God or any other cause or causes which are beyond Bank’s reasonable control.
11. Termination. We may terminate this Agreement or limit your use of the System or one or more of the Services at any time and without cause. We may immediately cancel or suspend the Services, for example, if: you or any authorized user of your Code breach this or any other Bank agreement; we have reason to believe that there has been or may be an unauthorized use of your Code or account(s); there are conflicting claims to the funds in any of your account(s); you request us to do so; or you do not access the System for a period of 90 days or longer.
You may terminate your use of the System at any time by sending us an email through the System, calling us at 949-474-1020, or writing us at 4040 MacArthur Blvd., Suite 100, Newport Beach, CA 92660. Let us know if you have any outstanding scheduled or recurring transfers that you also wish to cancel. Unless you advise us not to make such transfers, you will be responsible for any transfers we make following your notice of termination. We may refuse to make scheduled or recurring Service transfers following termination of the Service.
12. Amendments. We may add to, delete from, or change the terms of this Agreement at any time by sending a notice to any of you at the address or e-mail address shown in our records, by posting the notice or an amended Agreement on our website, or by delivering it to you. You may choose not to accept the change by closing your account(s) or terminating this Agreement and your use of the Services.
13. Notices. We may send any notice required by this Agreement to the mail or mail address shown for you in our account or Service records. Except as otherwise provided by this Agreement, notices to us must be sent to Commerce National Bank, 4040 MacArthur Blvd., Suite 100, Newport Beach, CA 92660, Attn: Operations or Cash Management Department.
14. Severability. If any provision in this Agreement, or part of this Agreement, is held to be invalid, illegal or unenforceable, the remainder of the Agreement, or other parts or applications of such provisions, will not be affected.
15. Assignment. No assignment of this Agreement may be made by you without our prior written consent. We may assign this Agreement either in part or in whole at any time and with or without notice to you. This Agreement is binding upon your heirs and Bank’s successor and assigns.
16. Waiver. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach.
17. Governing Law. To the extent this Agreement is subject to the laws of any state, it will be subject to the laws of the State of California, without regard to its conflict of laws provisions, and by applicable federal laws (except to the extent this Agreement can and does vary such laws).
18. Disputes. Any claim, action or proceeding by you to enforce the terms of this Agreement or to recover for any Services-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs.
This Part II applies only to personal accounts.
1. Consumer Liability. Tell us AT ONCE if you believe your Code has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using information from your check. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within two business days after you learn of the loss or theft of your Code, you can lose no more than $50.00 if someone used your Code without your permission.
If you do NOT tell us within two business days after you learn of the loss or theft of your Code, and we can prove that we could have stopped someone from using your Code without your permission if you had told us, you could lose as much as $500.00.
Also, if your statement shows transfers that you did not make, including those made by Code or some other means, tell us at once. If you do not tell us within 60 days after the statement was mailed or otherwise made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time.
If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.
2. Our Liability. 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, if: (a) your account does not contain sufficient available funds to make the transfer or the transfer would exceed the credit limit on any overdraft line you have with us; (b) the money in your account is subject to an uncollected funds hold, legal process or any other encumbrance or claim restricting the transfer; (c) the transaction information you supply to us is incorrect, incomplete or untimely; (d) the system was not working properly and you knew about the problem when you requested the transfer; (e) circumstances beyond our control (such as fire, flood, viruses, computer breakdowns or telecommunication problems) or rolling blackouts prevent the transaction, despite reasonable precautions that we have taken; (f) a transfer could not be completed due to the System’s unavailability; or (g) you fail to follow our on-screen instructions properly. There may be other exceptions stated in our Agreement with you.
(a) Right to Stop Payment and Procedures for Doing So. If you have told us in advance to make regular payments out of your account, you can stop any of these payments. Here's how: call us at 949-474-1020, or write to us at Commerce National Bank, Attention: Operations, 4040 MacArthur Blvd., Suite 100, Newport Beach, CA 92660, in time for us to receive your request three business days or more before the date the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call. We will charge you $20.00 for each stop payment order you give.
(b) Notice of Varying Amounts. If these regular payments may vary in amount, the person you are going to pay will tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set).
(c) Liability for Failure to Stop Payment of Preauthorized Transfer. If you order us to stop one of these payments three business days or more before the date the payment is scheduled to be made and we do not do so, we will be liable for your losses or damages proximately caused by us.
4. Error Resolution. In Case of Errors or Questions About Your Electronic Transfers: Telephone us at 949-474-1020 or write us at Commerce National Bank, Attention: Operations at 4040 MacArthur Blvd., Suite 100, Newport Beach, CA 92660, as soon as you can, if you think your statement is wrong or if you need more information about a transfer listed on the statement. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared. You must: (a) tell us your name and account number; (b) describe the error or the transaction you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information; and (c) tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.
We will determine whether an error occurred within 10 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 complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time that it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account. For errors involving new accounts, we may take up to 90 days to investigate your complaint or question, and up to 20 business days to credit your account for the amount you think is in error.
We will tell you the results within 3 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.
5. Periodic Statements. We will send or make available to you a monthly deposit account statement unless there are no electronic fund transfers in a particular month. In any case, you will receive or have electronic access to a statement at least quarterly.
6. Fees. There are no fees for accessing information about your accounts or transferring funds through the Service. However, we may impose a charge of $10 for each transfer that exceeds the transaction limitation we set for savings and money market accounts each statement period. We are not responsible for any fees that may be billed to you by your Internet service provider.
This Part III applies ONLY to business and other non-personal accounts.
1. You Are Responsible for Access Codes and Instructions In Your Name. The Codes are security procedures. You agree that the Bank may use the security procedures to verify the authenticity of requests for an internal transfer (an "instruction") in your name that are received by the Bank. If we verify the authenticity of an instruction using the security procedures, then we may rely on and you will be obligated on the instruction, whether or not the instruction was authorized by you. Also, if an instruction was authorized by you, you will be obligated on the instruction even if we did not verify its authenticity using the security procedures and even if the security procedures would have prevented error. You agree that the security procedures are intended to verify authenticity and not to detect error.
You agree that we will not be responsible for authenticating whether a payment order, instruction or other communication is originated by an Authorized User other than through the authentication process contained in the security procedures. Thus, for example, when an employee is added or deleted as an Authorized User on the System, the Bank will treat that person as "authorized" if the security procedures are followed, without verifying that the employee is still employed with you or otherwise investigating whether the employee is exercising authority granted by you or consistent with any internal limitations on activity established by you for that employee.
You agree to consider the size, type and frequency of transfers, payment orders or other money transactions you use the Services to accomplish. You will consider the risks presented by the possibility of unauthorized access to these Services and your obligation on instructions or communications even though they are unauthorized. You should choose security procedures that are commercially reasonable for you, after considering these risks. Once you have chosen the security procedures, you agree and acknowledge that they are commercially reasonable for you and that you will be bound by instructions in your name as set forth above.
2. Your Obligation to Review Security Procedures. You will review and implement all security procedures available in connection with the Services. After review of the Services offered by the Bank, including those aspects of the Services pertaining to assuring the authenticity of an instruction or communication between you and the Bank, you will notify the Bank in the event your use of the Services would necessitate or be better served by a level of security that exceeds that offered by the Services. If you fail to notify the Bank, you acknowledge and agree that the security aspects of the Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized use.
3. Your Obligations to Safeguard Security Procedures. You will establish procedures to protect the confidentiality of all information relating to the Services, including all Codes and security procedures, and will promptly notify Bank if you know or suspect that Codes, security procedures or other security information is stolen, compromised, or misused. You will require the Authorized Users to create new PINs at reasonably frequent periods, based on your assessment of the security requirements appropriate for the Services utilized by you. You assume all risks associated with disclosure of any Code or security procedures to your employees. You agree to limit disclosures of Codes or security procedures to those employees you will authorize to use the Services or who have a specific need to know.
4. Authorization and Processing Instructions. You are responsible for controlling access to the Services and for any limitations placed by you on the Services an Authorized User may utilize. The fact that Bank is or may be made aware of, or could have discovered, any limitation on access to a Service does not make Bank obligated to enforce or attempt to enforce any limitation.
You understand that each Authorized User may utilize Services (including inquiries, transfers and account verification) without regard to any restrictions otherwise applicable to an account. For example, if an Authorized User directs transfers from a given account, that person can initiate the transfers whether or not the Authorized User has been authorized to do so according to the signature card applicable to the account. For example, if an Authorized User's signing authority is over account "A" but not over account "B," but the Authorized User is given electronic access under this Agreement to transfer funds from account "B" to account "A," then the Authorized User could transfer funds from "B" to "A" and then withdraw funds from "A." Similarly, if an Authorized User accesses an account without you having established a dollar limit applicable under the System for his or her access, transactions initiated under this Agreement are authorized even if the same transaction would have been beyond his or her authority had it been initiated other than under this Agreement. You agree that any arrangements with Bank to require two or more authorized signatures for transactions involving your accounts do not apply to Service transactions.
5. Bank not Obligated to Honor an Instruction. The Bank may in its sole discretion refuse to accept or otherwise execute any instruction or any request for Services, whether for cause or without cause, and shall have no liability for such refusal. Should any instruction not be performed by the Bank in accordance with instructions received from you, the Bank shall notify you on or before the next business day of the Bank, or otherwise by more expeditious means (including telephonic notice).
6. Liability; Limitation of Liability; Indemnification. The Bank agrees to be responsible only for performing the Services expressly provided for in this Agreement and shall be responsible only for its actions or inactions for which the Bank has engaged in gross negligence or willful misconduct in performing those Services. The Bank will not be responsible for your acts or omissions and none of your employees or agents shall be considered agents of the Bank. In addition, we will not be liable if: (a) your account does not contain sufficient available funds to make the transfer or the transfer would exceed the credit limit on any overdraft line you have with us; (b) the money in your account is subject to an uncollected funds hold, legal process or any other encumbrance or claim restricting the transfer; (c) the transaction information you supply to us is incorrect, incomplete or untimely; (d) the system was not working properly and you knew about the problem when you requested the transfer; (e) circumstances beyond our control (such as fire, flood, viruses, computer breakdowns or telecommunication problems) or rolling blackouts prevent the transaction; (f) a transfer could not be completed due to the System’s unavailability; or (g) you fail to follow our on-screen instructions properly. There may be other exceptions stated in our Agreement with you.
You agree to defend, indemnify and hold the Bank harmless against any loss, liability or expense (including attorney's fees and expenses) resulting from or arising out of (i) any claim of any person that is responsible for any act or omission by you or your employees or agents; (ii) any claims against the Bank from a third party resulting directly or indirectly under this Agreement where the Bank has acted in accordance with your instructions and/or within the terms of this Agreement; and (iii) any breach by you of any representation or agreements made pursuant to or in this Agreement. This paragraph shall survive the termination of this Agreement.
As a condition precedent to any liability of the Bank, you must notify the Bank in writing of any alleged negligence or breach of this Agreement as promptly as reasonably possible, but in no event later than five business days following the day on which such alleged negligence or breach was, or could reasonably have been, discovered by you. Unless prohibited by applicable law, you understand and agree that the Bank's liability and your sole and exclusive remedy for claims in connection with or arising out of this Agreement for any cause whatsoever and regardless of the form of action shall be limited to actual, direct damages for losses that do not exceed an amount of the fees charged by the Bank to you for your use of the Services during the three month period preceding the date of the alleged negligence or breach resulting from the Bank's gross negligence or willful misconduct.
In no event shall the Bank be liable for special, consequential, incidental, exemplary or similar damages including, but not limited to, lost profits or lost savings, even if the Bank was advised of the possibility thereof. The Bank makes no warranties, express or implied, with respect to the Services or System whatsoever, including but not limited to, any warranty of merchantability, or fitness or a particular purpose, the existence of any latent or patent defects, viruses, or the accuracy or freedom from error, of the data or the program used by or furnished to the Bank or to you by licenser or others in connection with the Services or System. Without limiting the generality of the foregoing, the Bank makes no representation or warranty, express or implied, against any infringement of any proprietary rights of any other party. You assume the entire risk as to the quality and performance of the Services and System, the suitability of the Services, and with respect to any documentation. This paragraph shall survive the termination of this Agreement.
7. Your Duty to Notify Bank of Error. You agree to notify the Bank promptly (i) of any discrepancy between your records and the periodic account statements made available to you by the Bank, or (ii) if an instruction purportedly made on your behalf or charged to your account was not authorized by you, was erroneous or was executed improperly. You will be deemed to have notice of any discrepancy or of an unauthorized or erroneous instruction when you receive your periodic statement or when you receive notice that an instruction was accepted and acted upon by the Bank or your account was debited with respect to the instruction, whichever occurs first. Also, you agree that you will be deemed to have “received” a periodic statement at the earlier of the time that Bank first makes it available to you.
If you fail to notify Bank within 30 days after you received notice of a discrepancy or of an unauthorized or erroneous instruction, Bank will not owe you any interest on the amount in question for the period before the Bank learns of the problem, even if it is otherwise liable to you in connection with the instruction or other communication or is obligated to credit you for the amount of the instruction or any portion thereof.
By clicking the “I Agree” button below, you confirm your agreement to be bound by all of the terms of this Agreement and acknowledge your receipt and understanding of this Agreement.