NBC OKLAHOMA
COMMERCIAL INTERNET BANKING AGREEMENT
The following information represents the Commercial Internet Banking Agreement between you and NBC Oklahoma ("Bank," “we,” “our,” “ours”, “us”). This Commercial Internet Banking Agreement, including, as applicable, any related Internet Banking Enrollment Form ("Enrollment Form"), the signature card, rate and fee schedule, and any applicable Service Agreement and other instructions and the terms and conditions contained herein relating to specific Services that may be provided in connection herewith (collectively, this "Internet Banking Agreement"), sets forth the terms and conditions governing the provision of Internet Banking Services to you or anyone authorized by you (collectively, "Customer," "you," "your," "yours") and describes your and our rights, responsibilities and obligations. By completing the Enrollment Form, and/or using one or more of the Services, Customer agrees to, and shall be bound by, the terms, conditions and provisions in this Internet Banking Agreement, including those for each Service which Customer has selected. Bank, in its sole discretion, may not permit Customer to use the Service until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of the Service, and until Bank has had a reasonable opportunity to review the Enrollment Form and activate the Service. In any event, Customer agrees that the use by Customer of any Service shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer's acceptance of and agreement to Bank's terms and conditions for the use of such Service as may be in effect as of the time of such usage, whether set forth in this Internet Banking Agreement, any applicable Service Agreement or otherwise prescribed by Bank. In the event of a conflict between the terms of this Internet Banking Agreement and those of any Enrollment Form, or Service Agreement, the terms of the Enrollment Form, or Service Agreement as applicable, shall govern and control with respect to the Service at issue. In order to activate the Service, you must have at least one Account with us linked to the Service.
Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and Bank, intending to be legally bound, do hereby agree as follows:
Article I. Definitions.
The following terms and definitions apply when used in this Internet Banking Agreement.
1.1. "Account" or "Accounts" means one or more checking, savings, money market deposit or loan account which is maintained at the Bank, that is not established primarily for personal, family or household use that you have with us.
1.2. "Account Access" means your ability to access account and transaction information on Accounts and transfer funds between Accounts through the Internet.
1.3. "Account Agreement" means the agreement between you and us that governs the use of your Account including the deposit account agreement, any funds availability agreement, electronic funds transfer agreement or disclosure, line of credit agreement, and our schedule of fees and charges.
1.4. "Bill Payment Account" means the Account(s) you have authorized us to debit for payment made to Payee(s) in connection with the Internet Banking Service if applicable.
1.5. "Bill Payment Service" means our service that allows you to pay or transfer funds to designated Payees based upon your instructions to us, via personal computer, entered on the bill payment site. The Bill Payment Service is provided by a third party.
1.6. "Bill Payment" or "Payment" means the remittance of funds, initiated through Internet Banking Service, from a Bill Payment Account to a Payee.
1.7. "Business Day(s)" means every day, except Saturdays, Sundays, and federal holidays. If you make a deposit before closing on a business day that we are open, we will consider that day to be the day of your deposit. Some internet transaction deadlines may vary from this definition.
1.8. "Electronic" means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.
1.9. "Funds Transfer" or "Transfer" means a transfer of funds, initiated through Internet Banking Service, from one eligible account to another.
1.10. "Internet Banking" or "Service" means the service(s) described in this Internet Banking Agreement.
1.11. "Password" means the confidential identification number or other code assigned to you by us or selected by you for identification purposes in connection with the use of our Internet Banking Services.
1.12. "Payee" means any individual, financial institution, educational institution, company, merchant or other entity you wish to pay using Internet Banking Services.
1.13. "PC" means personal computer (including any personal data assistant or other wireless access device) that meets the requirements for use of Internet Banking Services.
1.14. "Service Agreement" refers to a separate agreement for certain cash management services offered by Bank.
1.15. "Transfer Day" means Monday - Friday, to 5:30 p.m., Central Time (Standard or Daylight). Holidays are not included.
Other definitions may be set forth elsewhere in this Internet Banking Agreement.
Article II. Setup and Use of Internet Access Services.
2.1. Eligibility. To have access to the Services you must be an authorized user of the Software you select, if required for use with the Equipment. You must also have at least one eligible deposit or loan account with us. If you have more than one Account, you will have access through the Service to the Accounts you specify on the Enrollment Form. If you specify more than one Account on the Enrollment Form, we will "link" the Accounts together. Accounts which are "linked" under the Services will have one common owner and signer. Any signer, acting alone, must be authorized to access a linked account. Any non-linked account will not be accessible through the Service. You must designate a User Name and Password which will be required to gain access to the Service. Prior to your first use of Internet Banking, the Bank will assign you a User Name and Password (the User Name and Password collectively are referred to as the "Access Codes"), required to gain access to Internet Banking. The Internet Banking system will ask you to change your Password or create a four digit PIN number the first time that you use the system. "Eligible Accounts" include the following: 1. Checking (Demand Deposit) Accounts; 2 Savings Accounts; 3. Money Market Accounts; 4. Loans; and 5. Certificates of Deposit.
2.2. Security Procedure. The use of the Access Code, in addition to other authentication methods described below, is a security procedure established by Bank to authenticate the identity of the person attempting to gain access to the Service. The security procedure is not designed for the detection of errors. We may require you to change your Access Code from time to time for security reasons. You should keep your Access Code in a secure location. Any person having access to your Access Code will be able to access these Services and perform all transactions, including reviewing Account information and making Transfers to other Accounts and to other persons. You are responsible for safeguarding the Access Codes. Providing these Access Codes to another person effectively constitutes a grant of authority to access your accounts.
2.2.1. You agree to comply with the "Security Procedures" and any other Security Procedures Bank directs you to use, and you acknowledge and agree that the Security Procedures, including (without limitation) any code, password, personal identification number, user identification technology, token, certificate, layered security, or other element, means, or method of authentication or identification used in connection with a Security Procedure ("Security Devices"), constitute commercially reasonable security procedures under applicable law for the initiation of the Services you utilize, including without limitation, transfers and access to confidential information. You authorize us to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us, according to notification procedures prescribed by us, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than you or your representative(s) and until we have had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction or instructions using applicable Security Procedures constitutes sufficient authorization for Bank to execute such transaction or instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to your deposit account maintained with Bank, and you agree and intend that the submission of transactions and instructions using the Security Procedures shall be considered the same as your authorized written signature in authorizing us to execute such transaction or instruction. You acknowledge and agree that you shall be bound by any and all transactions initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law. You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or transaction initiated by you and that you bear the sole responsibility for detecting and preventing such error.
2.2.2. You agree to appoint and designate an administrator (the "Administrator") who will be authorized and responsible for providing us with information for creating and maintaining subsequent User IDs, Passwords and tokens, including assigning and revoking access privileges for persons to use the Service, ("User") and providing new and subsequent Security Devices to those Users. Bank will provide Customer's designated Administrator, through United States postal mail and/or other delivery service selected by Bank at Bank's option, with a User ID number and Password, and tokens to be distributed by the Administrator to each User with respect to one or more of the Services. Customer will be required to use the Security Device each time it accesses the Services. Customer acknowledges that any Administrator shall have the ability to provide us with security levels such as Service access and Service transaction limits, including without limitation the ability to assign dollar amount limits to transfers of funds. You also agree that the Administrator shall also have the authority on behalf of Customer to electronically accept and approve any and all agreements and amendments to agreements by and between Bank and Customer, including but not limited to this Internet Banking Agreement.
2.2.3. You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to your authorized representative(s). You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. You also agree that Users shall not share Security Devices with each other. Where you have the ability to change or modify a Security Device from time to time (e.g., a password or User Name), you agree to change Security Devices frequently in order to ensure the security of the Security Device. You agree to notify us immediately, according to notification procedures prescribed by us, if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other than you or your authorized representative(s) or if you believe that any transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions. You agree to indemnify, defend all claims, and hold Bank harmless from any loss, damages, or expenses, including but not limited to attorney's fees, caused by you, your employees, or agents failure to keep the Security procedures or Security Device confidential and secure.
2.2.4. You agree to notify us immediately, according to notification procedures prescribed by us, if the authority of any authorized representative(s) shall change or be revoked. You shall recover and return to us any Security Devices in the possession of any of your authorized representative(s) whose authority to have the Security Device has been revoked.
2.2.5. We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in our discretion. We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.
2.3. Access. Services are generally accessible 24 hours a day, seven days a week, except that the Services may be inaccessible for a reasonable period on a daily basis for system maintenance. We are not liable under this Internet Banking Agreement or any applicable Service Agreement for failure to provide access due to a system failure or due to other unforeseen acts. We may modify, suspend, or terminate access to the Services at any time and for any reason without notice or refund of fees you have paid. The Bank may change the terms and conditions of this Internet Banking Agreement or any applicable Service Agreement from time to time to conform with changes or advancements in our services, or as required by law or regulation. All such changes will be made according to the procedures outlined in Article VIII. Use of Internet Banking after the effective date of such changes will constitute your consent to the changes.
2.4. Equipment Requirements. . In order to use the Services, you must first obtain your own personal computer with high speed Internet connection capability and a recent version of one of the following one modern Internet Browsers: Internet Explorer, Firefox, Chrome, or Safari. Once the Hardware has been properly connected and any required Internet access has been established, you will be able to access the Services website. You are, and will remain, solely responsible for the purchase, hookup, installation, loading, operation and maintenance of the Hardware, Software, and the Internet access service to your PC, and for all related costs. You are solely responsible for virus protection and maintenance of your PC. Bank shall have no responsibility for failures, interruption or other defects in the Services, which are occasioned by incompatible, improperly installed or improperly maintained hardware and software. The Bank may add to, modify, or replace software programs used in conjunction with providing the Services under this Internet Banking Agreement or any applicable Service Agreement at its sole discretion and without notice, provided Services rendered to you are not substantially negatively affected or obligations altered. From time to time the Bank may deem it necessary to hold training or retraining classes for you. You agree that you will require appropriate personnel to participate in such training.
Article III. Business Internet Access Services.
Available Services. Business Customers may use the Services to: (1) Make transfers between Accounts you may have with us; (2) Obtain Account balances. Your account balance is generally current as of 7:00 a.m. Central Time (Standard or Daylight) of each Business Day, but may not include current transactions (such as checks cashed at a teller on the Business Day). In addition, your account balance may show funds that have been credited to your account but are not yet available for withdrawal; (3) Review recent transactions on your Accounts; (4) Communicate with Bank via email within online banking; (5) Download account information in various formats; (6) Request stop payment orders; (7) View check images (except on mobile and IPad); (8) Request check orders; (9) *Originate ACH entries; (10) *Subscribe to and use the Bill Pay Service; (11) *Positive Pay . These activities are limited to the extent noted herein and in the agreements governing your various accounts with us.
*You must execute the applicable Service Agreements to use these services. The Bill Pay Service is provided by a third party and you must enter into an agreement with the third party for the Bill Pay Service.
3.1. Additional Services. Additional services may be included in an update to this Internet Banking Agreement or in other separate agreements to notify you of the existence of any new services available through Internet Banking. Information about new services may be obtained from our website at www.nbc.bank. By using these services when they become available, you agree to be bound by the terms and conditions contained in this Internet Banking Agreement or separate agreements covering these services.
3.2. Restrictions; Limits. In most cases you may use Internet Banking to gain access to deposit accounts in which you have an unrestricted right to withdraw funds. However, the Bank, as it may determine at any time and from time to time in its sole discretion, may deny Internet Banking account access, restrict Internet Banking account transactions, or place limits on the specific dollar amount of funds that may be withdrawn or transferred from any account.
3.3. Vendor. You acknowledge and agree that the Service can be provided by an independent third party service provider ("Vendor") as selected by Bank, and that both the Vendor and the Service are subject to change from time to time without notice to you. You further acknowledge, agree, and stipulate that the Vendor is an independent contractor providing software and data transmission services and is not the agent of you or Bank. Neither the Bank nor the Vendor is responsible for the actions or omissions of the other.
Article IV. Additional Information about the Services.
4.1. Account Access. Transfers and Payments from your Account will be deducted on the date you instruct us to process them. If the date you schedule a Transfer or Payment falls on a weekend or holiday, we will process your transaction the next Transfer Day. We may refuse to act on your Transfer instructions or Payment request if sufficient funds, including funds available under any overdraft protection plan, are not available in your Account on the date you want us to make the Transfer or Payment.
4.2. Processing Fund Transfers. We can process a Transfer until 7:30 p.m., Central Time (Standard or Daylight) on a Business Day to include the amount of the Transfer in the balance for posting transactions for that Business Bay. If you request a Transfer after the cutoff time, the Transfer will be processed on that Business Day and will be reflected in the balance but the amount of the Transfer will not be available for posting transactions until the following Business Day. If you schedule a Transfer for a future date, we will process the transaction on that date, if that day is a Transfer Day.
You are fully obligated to us to provide sufficient funds for any Payments or Transfers you make or authorize to be made. If we complete a Payment or Transfer that you make or authorize and we subsequently learn that you have insufficient funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other deposit account(s) you have with us to the extent permissible by the applicable law and the terms of any other relevant agreements.
If there are insufficient funds in your Account to make a Transfer or Payment, we may refuse to make the Transfer or Payment or we may make the Transfer or Payment and overdraw your Account. In either event, you are responsible for any non-sufficient funds ("NSF") or overdraft charges that may apply.
4.3. Canceling Transfers or Payments. You may cancel a pending Transfer or Payment transaction that was previously schedule. However, to do so, we must receive your instruction to cancel prior to the cutoff time on the Transfer Day the transaction is scheduled to be processed. If we don't receive your instruction to cancel a transaction before that time, we may process the transaction.
4.4. Transfer(s) from Savings/Money Market Deposit Accounts. You are limited to six (6) preauthorized electronic fund transfers per month. Each fund transfer through these Services from your savings or money market deposit account is counted as one of the six (6) transfers permitted each calendar month. However, payments to your loan accounts with us are not counted toward this transfer limit for savings/money market deposit accounts.
4.5. E-Mails. The Bank will not immediately receive e-mail that you send. Therefore, you should not rely on e-mail if you need to communicate to the Bank immediately. For example, if you need to stop payment on a check, to report a lost or stolen card, or to report an unauthorized transaction from one of your accounts, you should contact the Bank immediately by calling the Internet Banking Department or your local branch (see Article IX, Section 9.6). The Bank will not take actions based on your e-mail requests until the Bank actually receives your message and has a reasonable opportunity to act.
4.6. Overdrafts: Order of Payments, Transfers, and Other Withdrawals. If funds are withdrawn from any of your accounts by means of electronic funds transfers, other than through Internet Banking on the same business day as an Internet Banking transaction, and if the account contains insufficient funds to enable both the electronic funds transfer and the Internet Banking transfer to be made, then the electronic funds transfer will have priority and the Internet Banking transfer will be refused or will result in an overdraft on your account. This is at the Bank's sole discretion.
Article V. Parties Responsibilities.
5.1. Your Responsibility.
5.1.1. Physical and Electronic Security.
.1. You are solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control. We are not responsible for any computer viruses (including, without limitation, programs commonly referred to as "malware," "keystroke loggers," and/or "spyware"), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an Internet system. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and Bank is not responsible for any damage to your computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems. Bank is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems.
.2. You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as "phishing" or "pharming"). You agree to educate your representative(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. You acknowledge that Bank will never contact you by e-mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information, and will never provide links to websites in e-mails that Bank transmits to you. In the event you receive an e-mail or other electronic communication that you believe, or has reason to believe, is fraudulent, you agree that you shall not respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail. To the extent allowed by law, you agree that Bank is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or internet fraud.
.3. In the event of a breach of the Security Procedure, you agree to assist Bank in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing Bank or Bank's agent access to your hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. You further agree to provide to Bank any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party. Your failure to assist Bank shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by Bank.
5.1.2. Duty to Inspect. You shall inspect all transaction history, reports, journals, and other material evidencing the output of the Service(s) performed by Bank. You must report all errors to the Bank for Services performed and indicated in the transaction history, reports, journals, and other material evidencing the output of the Service(s) or otherwise reported to you daily by the close of business on the banking day following the day on which the Service(s) is rendered. You must report all other errors within a reasonable time not to exceed thirty (30) days from the date that the error is made. Failure of you to promptly report errors within such specified time shall preclude you from asserting against the Bank any claims arising from the error or any loss caused by the error.
5.1.3. Financial Information. Bank may from time to time request information from you in order to evaluate a continuation of the Service(s) to be provided by Bank hereunder and/or adjustment of any limits set by this Internet Banking Agreement or any applicable Service Agreement. You agree to provide the requested financial information immediately upon request by Bank, in the form required by Bank. If you refuse to provide the requested financial information, or if Bank concludes in its sole discretion that the credit risk of you is unacceptable, Bank may terminate the Service according to the provisions hereof. You authorize Bank to investigate or re-investigate at any time any information provided by you in connection with this Internet Banking Agreement or any applicable Service Agreement or any Services and to request reports from credit bureaus and reporting agencies for such purpose.
5.1.4. Deadlines. You shall deliver or transmit all data or information to Bank by the deadline(s) specified in this Internet Banking Agreement or any applicable Service Agreement and the Operating Instructions. Bank shall have no obligation to process data or perform the Service if the data is not received by the Bank by the specified deadline.
5.1.5. Payment for Services.
.1. You agree to pay Bank the fees established by Bank for rendering the Services under the terms of this Internet Banking Agreement or any applicable Service Agreement. Depending on which Internet Banking services you subscribe to, you will be charged the applicable Internet Banking fees. Once you have subscribed, you will be charged the applicable Monthly Fee(s) whether or not you use Internet Banking.
.2. The Bank may change or add any fees for Internet Banking by the procedures outlined in Article VIII for amending this Internet Banking Agreement. Fees charged for Internet Banking under this Internet Banking Agreement are in addition to any service charges or fees that apply to your accounts with us.
.3. You authorize the Bank to deduct all applicable Monthly Fees from any Account listed on the Enrollment Form. If you close the Account(s) associated with the Service, Fees may be deducted from any other account you maintain with us or any of our affiliates. Furthermore, Bank may set-off against any amount it owes to you in order to obtain payment of your obligations under this Internet Banking Agreement or any applicable Service Agreement.
.4. In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Service, this Internet Banking Agreement, and/or the software or equipment made available to you (excluding any income tax payable by Bank). You are also responsible for the costs of any communication lines and any data processing charges payable to third parties.
5.1.6. Data and Information Supplied by You. You shall transmit or deliver data and other information in the format and on the media as provided for in the Service Agreement and the Operating Instructions if applicable or as otherwise required by the Bank in conjunction with rendering the Service(s) selected by you. You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. You acknowledge and agree that Bank shall not examine the data for correctness and the Bank shall not have any responsibility for detecting errors in the data transmitted by you. The data transmitted by you must be legible, correct and complete. Bank shall not process, and Bank shall not be liable to you for failure to process, the data if it is not in the format specified by Bank or if the data is incomplete. Bank shall not be liable for errors or omissions caused by data that is rejected as the result of your failure to provide the data in accordance with the standards specified in the Internet Banking Agreement or any applicable Service Agreement and the Operating Instructions.
5.1.7. Remotely Created Checks. If you use a Service wherein you create or deposit a Remotely Created Check, as that term is defined in Federal Reserve Board Regulation CC, you warrant to Bank that the person on whose account the Remotely Created Check is drawn authorized the issuance of the check in the amount stated on the check and to the payee stated on the check.
5.1.8. Use of Services. You will use the Services only for your own internal business use in accordance with the terms of this Internet Banking Agreement. Without limiting the generality of the foregoing, you agree not to make the Services available or allow use of the Services in a computer bureau service business, timesharing, or otherwise disclose or allow use of the Service by or for the benefit of any third party. FURTHER, YOU REPRESENT AND WARRANT THAT NONE OF THE ACCOUNTS HAVE BEEN ESTABLISHED OR ARE BEING OR WILL BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND THAT YOU ARE NOT A "CONSUMER" UNDER REGULATION E“ ELECTRONIC FUNDS TRANSFER ACT (HEREIN, "REG. E").
5.1.9. Prohibited Transactions. You agree not to use or attempt to use the Services (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, (b) to breach any contract or agreement by which you are bound, (c) to engage in any internet or Internet gambling transaction, whether or not gambling is legal in any applicable jurisdiction, (d) to engage in any activity or business that would result in you being or becoming a "money service business" as defined in the Bank Secrecy Act and its implementing regulations, or (e) to engage in any transaction or activity that is not specifically authorized and permitted by this Agreement. You acknowledge and agree that Bank has no obligation to monitor your use of the Services for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that Bank reserves the right to decline to execute any transaction or activity that Bank believes violates the terms of this Agreement.
5.2. The Bank's Responsibilities. Bank agrees to use ordinary care in rendering Services under this Internet Banking Agreement and any applicable Service Agreement. You recognize and agree that ordinary care does not mean error free. You agree to pay all attorney's fees, costs and expenses Bank may incur in collecting any sums you owe to Bank for overdrafts, service charges or otherwise or in enforcing any rights Bank may have under the terms of this Internet Banking Agreement and any applicable Service Agreement or applicable law, rule or regulation applicable to your account(s) or the Services rendered by Bank under this Internet Banking Agreement and any applicable Service Agreement. You also agree to pay all attorney's fees, costs and expenses that Bank may incur as the result of defending any claim or action made against Bank by you, or on your behalf where Bank is found not to be liable for such claim. In no event shall Bank be liable to you for attorney's fees incurred by you in any action brought by you against Bank.
Our sole responsibility for an error in a transfer will be to correct the error. Without limiting the generality of the forgoing, we will not be responsible for the following matters, or for errors or failures of our Services as result of:
5.2.1. Access. We will not be liable under this Internet Banking Agreement or any applicable Service Agreement for failure to provide access or for interruptions in access to our Services due to a system failure or due to other unforeseen acts or circumstances.
5.2.2. Your Computer Equipment & Your Software. We will not be responsible for any errors or failures from any malfunction of your computer or any computer virus or other problems related to your computer equipment used with our Services.
We are not responsible for any error, damages or other loss you may suffer due to malfunction or misapplication of any system you use, including your browser (Apple Safari®, Mozilla Firefox®, Microsoft Edge®, Microsoft Internet Explorer®, or otherwise), your Internet service provider, your personal financial management or other software (such as Quicken® or Microsoft Money®), or any equipment you may use (including your telecommunications facilities, computer hardware and modem) to access or communicate with the Internet Banking Services.
5.2.3. Any Transaction or Instruction. We will not honor a request for a Transfer if:
(a) it exceeds your collected and available funds on deposit with the Bank; (b) it is not in accordance with any condition indicated by you and agreed to by the Bank; (c) the Bank has reason to believe it may not be authorized by you; (d) it involves funds subject to hold, dispute, or legal process preventing their withdrawal; (e) it would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (f) it is not in accordance with any other requirement stated in this Internet Banking Agreement or any Bank policy, procedure or practice; or, (g) it is for the protection of the Bank or you, the Bank has reasonable cause not to honor.
Article VI. Privacy and Confidentiality.
6.1. Privacy/Information Sharing. The importance of maintaining the confidentiality and privacy of the information provided by you is one of our highest priorities. We may disclose information about your Accounts or the Transfers you make: (a) where it is necessary for completing the transfers or processing or maintaining your Accounts; (b) in order to verify the existence or condition of your Accounts for a third party such as a credit bureau or merchant; (c) in order to comply with legal process, government agency or court orders; (d) to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements; or (e) otherwise as permitted by law. An explanation of our privacy policy will be provided to you separately in the manner required by applicable law. Please review it carefully. Our privacy policy may change from time to time and is always available on our website and at our Bank locations.
6.2. Confidential Information. All information of a business nature relating to the assets, liabilities or other business affairs disclosed to the Bank by you and your customers in connection with this Internet Banking Agreement and any applicable Service Agreement is confidential. Bank shall not, without the express written consent of you, disclose or permit access to any such information by any person, firm or corporation and Bank shall cause its officers, employees, and agents to take such action as shall be necessary or advisable, to preserve and protect the confidentiality of disclosing such information to persons required to have access thereto for the performance of this Internet Banking Agreement and any applicable Service Agreement, or to any other party to which the Bank may be required by law to report such information. You agree to hold confidential and to use only in connection with the Service provided under this Internet Banking Agreement and any applicable Service Agreement all information furnished to you by Bank or by third parties from whom Bank has secured the right to use the Service, including, but not limited to, Bank's product and service pricing structure, system design, programming techniques or other unique techniques. In addition, should you at any time receive or acquire any information relating to another customer of the Bank, you shall promptly return such information to Bank and not reveal such information to any other party and shall not make use of such information for your own benefit. Bank and your obligations and agreements under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, or is or becomes generally available to the public other than by breach of this Agreement, or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party. Notwithstanding anything to the contrary contained herein, it is authorized and agreed by the parties hereto that the performance of said Service is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and/or a State regulatory agency and you agree to the release of your reports, information, assurances, or other data as may be required by them under applicable laws and regulations. You agree that any specifications or programs developed by the Bank in connection with this Internet Banking Agreement and any applicable Service Agreement or supplied or made available to you by Bank are the exclusive property of Bank, its agents, suppliers, or contractors, and further agrees that such material shall not be copied or used in any manner or for any purpose without the express written consent of Bank. This clause shall survive the termination of this Internet Banking Agreement.
Article VII. Termination.
7.1. Termination Upon Written Notice. Either you or the Bank may terminate this Internet Banking Agreement, any applicable Service Agreement, and your Internet Banking subscription at any time upon giving at least thirty (30) calendar day's prior written notice of the termination to the other party. If you terminate Internet Banking, you authorize the Bank to continue making transfers you have previously authorized and continue to charge monthly fees until such time as the Bank has had a reasonable opportunity to act upon your termination notice. Once the Bank has acted upon your termination notice, the Bank will make no further transfers from your accounts, including any transfers you have previously authorized. If the Bank terminates your use of Internet Banking, the Bank reserves the right to make no further transfers from your accounts, including any transactions you have previously authorized.
7.2. Immediate Termination. Either party shall have the right to terminate this Internet Banking Agreement, any applicable Service Agreement, and your Internet Banking subscription immediately by giving written notice to the other if such other party: (i) ceases to conduct its business in the ordinary sense, (ii) has any substantial part of its property become subject to any levy, seizure, assignment or application for sale for, or by, any creditor or government agency, (iii) is a party to an acquisition or (iv) in the reasonable judgment of the party seeking termination, experiences an adverse change in its financial condition or business which impairs the ability of such party to perform its obligations under this Internet Banking Agreement or any applicable Service Agreement, (v) fails to perform its obligations under this Internet Banking Agreement or any applicable Service Agreement or defaults under any other agreement between the parties or (vi) makes any warranty or representation which proves to be false or misleading.
Notwithstanding the foregoing or Section 7.1, Bank may immediately terminate this Internet Banking Agreement and/or any applicable Service Agreement without notice if, (a) you or we close your Account(s), or (b) in Bank's sole discretion, Bank determines that you have abused the Internet Banking Service or Bank believes that it will suffer a loss or other damage if the Internet Banking Agreement and/or applicable Service Agreement is not terminated.
7.3. Rights Cumulative. Bank's election to terminate this Internet Banking Agreement and/or any applicable Service Agreement is in addition to any and all other remedies that may be available to Bank and will not affect any obligations you may have to Bank. Any reinstatement of the Service under this Internet Banking Agreement and/or any applicable Service Agreement will be at Bank's sole discretion and must be agreed upon in writing by an authorized representative of Bank.
7.4. Rights/Duties Upon Termination. Upon termination of this Internet Banking Agreement and/or any applicable Service Agreement, any property or rights of a party in the possession of the other party, tangible or intangible, shall be returned to owner thereof within fifteen (15) calendar days after the later to occur of (i) termination of the Internet Banking Agreement and/or any applicable Service Agreement or (ii) the last date that such party receives any such property or rights.
Upon termination of this Internet Banking Agreement and/or any applicable Service Agreement, (i) you will promptly pay to Bank all sums due or to become due under this Internet Banking Agreement and/or applicable Service Agreement, and (ii) you shall have no further right to make use of the Service or any system or software which may have been provided in connection with the Service.
Article VIII. Changes in Terms and other Amendments.
The Bank may amend the terms of this Internet Banking Agreement and any applicable Service Agreement alter, change, or modify the Services provided under the terms of this Internet Banking Agreement and any applicable Service Agreement (including the fees and charges for Services listed) or any supplemental agreement at any time in its sole discretion by giving written notice to you. If required by agreement or by applicable law, notice will be given for the required applicable number of days in advance of such amendments by mailing a copy of the amendment to you at your most recent address shown on our records or, if you have previously agreed, by providing notice delivered to the last email address you have provided us. Your continued use of the Services shall constitute your agreement to such amendment. No amendments requested by you shall be effective unless received in writing by Bank and agreed to by the Bank in writing.
Article IX. Other Provisions.
9.1. Electronic Notices. We may deliver to you any required disclosures and other notices concerning these Services or your Accounts by e-mail or other appropriate electronic means in accordance with Bank's Electronic Statement Delivery Authorization and Agreement.
You may use e-mail to contact us about inquiries, maintenance and/or some problem resolution issues. E-mail may not be a secure method of communication. Thus we recommend you do not send confidential personal or financial information by email. There may be times when you need to speak with someone immediately (especially to report a lost or stolen Password, or to stop a payment). In these cases, do not use e-mail. Instead, you should call us at the number provided in Section 9.6. Do not use e-mail to provide us with any information that you consider confidential (such as your account number, Tax Payer Identification Number, etc.).
9.2. Hours of Operation. Our representatives are available to assist you from the hours of 8:00 a.m. to 5:00 p.m. Central Time (Standard or Daylight), Monday through Friday, except holidays, by calling the number provided in Article IX, Section 9.6.
9.3. Ownership of Website. The content, information and offers on our website are copyrighted by Bank and/or Vendor and the unauthorized use, reproduction, linking or distribution of any portions is strictly prohibited. You agree not to copy, display, distribute, download, license, sub-license, modify, publish, repost, reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or commercial purposes, the information and materials on the Sites, except as provided in this Internet Banking Agreement, without our express written permission. Unless otherwise noted, all other trademarks, service marks, and logos used on the Bank's sites are the trademarks, service marks or logos of Bank, or others as indicated.
9.4. Web-linking Practices. Bank may provide access to information, products or services offered on other third party web sites. The Bank is not responsible for, nor does control, the content, products, or serviced provided by linked sites. The Bank does not endorse or guarantee the products, information or recommendations provided by linked sites, and is not liable for any failure of products or services advertised on those sites. In addition, each third party site may provide less security than the Bank and have a privacy policy different than that of the Bank. Your access, use and reliance upon such content, products or services is at your own risk.
9.5. Geographic Restrictions. The Services described in this Internet Banking Agreement and any application for credit, deposit services, and brokerage services available at our web site are solely offered to citizens and residents of the United States of America residing within the United States of America. Citizens and residents may not be able to access these Services outside the United States of America.
9.6. Contact Information. In case of questions about your Account or transactions contact customer service at 1-800-590-2580 or 405-748-9188, or write to us at NBC Oklahoma, P. O. Box 21000, Oklahoma City, OK 73156.
9.7. Deposit Account Agreement. You acknowledge and agree that your demand deposit account maintained with Bank is an integral part of the Services offered by Bank and that all transactions and Services initiated or processed pursuant to this Internet Banking Agreement are subject to the terms and conditions of the rules, regulations and agreement ("Deposit Account Agreement") governing accounts in effect from time to time between you and Bank. The Deposit Account Agreement is expressly incorporated herein by reference. The terms and conditions of this Internet Banking Agreement shall control over any inconsistent terms and conditions of the Deposit Account Agreement. You acknowledge that you have signed and executed all agreements, resolutions, signature cards and forms governing your demand deposit account required by Bank. If you have not signed the foregoing forms required by Bank, by signing this Internet Banking Agreement, you acknowledge that you have read the contents of and agree to be bound by the terms of those forms, agreements and documents, and adopt and ratify, as an authorized signatory(s), the signature(s) of any person(s) who is authorized on the Company Resolution. You also agree to establish all accounts that must be opened in conjunction with the Service provided by Bank.
9.8. Effective Dates. The effective date of this Internet Banking Agreement and any applicable Service Agreement shall be the date upon which the Enrollment Form is executed by you and accepted by Bank.
9.9. Internet Disclaimer. For any Service(s) described in the Agreement utilizing the Internet, Bank does not and cannot control the flow of data to or from Bank's network and other portions of the Internet. Such flow depends in large part on the performance of Internet Services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). Bank cannot guarantee that such events will not occur. Accordingly, Bank disclaims any and all liability resulting from or related to such events and in no event shall Bank be liable for any damages (whether in contract or in tort) that are attributable to the public Internet infrastructure, your ability to connect to the Internet, or Bank's ability to connect to the Internet on your behalf.
9.10. Limitation of Liability.
9.10.1. YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK'S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.10.2. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK'S LIABILITY TO YOU UNDER THIS INTERNET BANKING AGREEMENT OR ANY APPLICABLE SERVICE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK'S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY BANK DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM.
9.10.3. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
9.10.4. EXCEPT AS EXPRESSLY SET FORTH IN THIS INTERNET BANKING AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS INTERNET BANKING AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.
9.10.5. BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK'S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.10.6. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS INTERNET BANKING AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE.
9.11. Force Majeure. The Bank shall not be responsible for any liability, loss, or damage resulting from Bank's failure to perform any Service or to perform any other obligations under this Internet Banking Agreement and any applicable Service Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or third parties and their personnel; criminal acts; or generally any cause reasonably beyond the Bank's control.
9.12. Reimbursement. Any reimbursement by Bank for any liability hereunder may be made either directly to you or by adjustment of the aggregate ledger and collected balances of your accounts.
9.13. Indemnification. In addition to other indemnification and liability provisions elsewhere in this Internet Banking Agreement and any applicable Service Agreement, to the fullest extent allowed by law, you will be liable for, hold harmless, and will indemnify Bank, and their employees and agents from and against all claims of any sort by third parties or others arising out of this Internet Banking Agreement and any applicable Service Agreement, including all losses and expenses incurred by Bank arising out of your failure to report required changes, transmission of incorrect data to Bank, or failure to maintain compliance with all laws, regulations and rules. Except for those losses caused directly by Bank's failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorney's fees) arising from or related in any way to (i) any Services performed in connection with this Internet Banking Agreement and any applicable Service Agreement, (ii) Bank's action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Bank to be an authorized representative of you or Authorized User, (iii) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Internet Banking Agreement and any applicable Service Agreement, and/or (iv) your breach of applicable laws, rules or regulations.
9.14. ARBITRATION AND WAIVER OF JURY TRIAL. YOU AND BANK AGREE THAT THE TRANSACTIONS PROCESSED UNDER THIS INTERNET BANKING AGREEMENT OR ANY SERVICE AGREEMENT INVOLVES "COMMERCE" UNDER THE FEDERAL ARBITRATION ACT ("FAA"). ANY CONTROVERSY OR CLAIM BETWEEN YOU AND BANK, OR BETWEEN YOU AND ANY OF BANK'S OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTITIES, THAT ARISES OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS INTERNET BANKING AGREEMENT OR ANY SERVICE AGREEMENT, WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT (COLLECTIVELY, ANY "CLAIM"), WILL BE SETTLED BY BINDING ARBITRATION UNDER THE FAA. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES ("THE ARBITRATION RULES"). IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) YOU WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) YOU WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) YOU WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE; (D) THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; AND (E) THIS INTERNET BANKING AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY EXIST BETWEEN YOU AND BANK. THIS AGREEMENT TO ARBITRATE DISPUTES WILL SURVIVE THE CLOSING OF YOUR ACCOUNT AND THE TERMINATION OF THIS INTERNET BANKING AGREEMENT OR ANY SERVICE AGREEMENT.
9.15. Governing Law. These terms and conditions of this Internet Banking Agreement and any applicable Service Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of law provisions and without regard to your state of residence.
9.16. Enforcement. In the event a dispute arises either directly or indirectly under this Internet Banking Agreement, the venue for any and all litigation resulting therefrom shall be in a court of appropriate jurisdiction in the State of Oklahoma. The prevailing party in any such action shall be entitled, subject to applicable law, to payment by the other party of its reasonable attorney's fees (which may be or include the allocable cost of in-house counsel) and costs, including fees for any litigation, arbitration, mediation, appeal, or bankruptcy proceedings, and any post-judgment collection actions, if applicable.
9.17. Compliance with Laws, Rules, and Regulations. You agree to comply with all existing and future instructions used by the Bank for processing of transactions. You further agree to comply with and be bound by all applicable state or federal laws, rules and regulations affecting the use of checks, drafts, fund transfers, and ACH transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission ("FTC"), the Board of Governors of the Federal Reserve, the National Automated Clearing House Association ("NACHA") and any other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound. These laws, procedures, rules, regulations, and definitions shall be incorporated herein by reference.
9.18. Relationship of Parties. Customer and Bank acknowledge and agree that the relationship between Bank and Customer is that of an independent contractor and that this Internet Banking Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between them.
9.19. Miscellaneous Provisions.
9.19.1. Headings. The headings and captions contained in this Internet Banking Agreement and any applicable Service Agreement are included only for convenience of reference and do not define, limit, explain, or modify this Internet Banking Agreement and any applicable Service Agreement or its interpretation, construction, or meaning.
9.19.2. Severability. The holding of any provision of this Internet Banking Agreement and any applicable Service Agreement as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Internet Banking Agreement and any applicable Service Agreement, which shall remain in full force and effect.
9.19.3. Waiver. No waiver by the Bank (whether or not in writing) of any term, condition, or obligation of you under this Internet Banking Agreement and any applicable Service Agreement shall bind the Bank to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver.
9.19.4. Binding Effect. This Internet Banking Agreement and any applicable Service Agreement shall inure to the benefit of and be binding upon the successors, trustees, and permitted assigns of the parties hereto.
9.19.5. Entire Agreement. This Internet Banking Agreement and any applicable Service Agreement constitutes the entire agreement between the parties hereto concerning the subject matter hereof. All contemporaneous agreements or understandings concerning the subject matter hereof, whether oral or written, are merged into this Internet Banking Agreement.
9.19.6. Transfers and Assignments. You cannot transfer or assign any rights or obligations under this Internet Banking Agreement and any applicable Service Agreement without Bank's written consent. The Bank may assign its rights and delegate its duties under this Internet Banking Agreement and any applicable Service Agreement to a company affiliated with the Bank or to any other party.
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No signature is required on this Commercial Internet Banking Agreement. By continuing and completing the Electronic Enrollment Form, Company acknowledges its receipt of, and, agreement to the terms of the Internet Banking Agreement and the applicable Service Agreements.
By clicking AGREE, Customer (i) hereby requests NBC Oklahoma ("Bank") to provide to Customer the products and services in this Online Enrollment Form (the "Services"), (ii) acknowledges receipt of, and agrees to, accepts and agrees to be bound by, the terms and provisions of, Bank's Commercial Internet Banking Agreement, as amended from time to time (the "Internet Banking Agreement"), (iii) acknowledges receipt of, and agrees to, accepts, and agrees to be bound by the terms and provisions of, Bank's Service Agreement(s) for the Services selected in the Electronic Enrollment Form, as amended, (iv) acknowledges receipt of Bank's fee schedule(s) for the Services, (v) agrees to timely notify Bank and request completion and execution of a revised Enrollment Form or Service Agreement, as applicable, in the event any information set forth therein shall become inaccurate, incomplete, or incorrect in any material respect, and (vi) represents and warrants that the person completing and/or executing the Electronic Enrollment Form has been duly authorized by Customer to do so and to fully and legally bind Customer to the terms, conditions, and provisions of the Electronic Enrollment Form, the Internet Banking Agreement, and the Service Agreement by and through the execution hereof, and that its performance of the Agreement will not violate any provisions of Customer's charter, bylaws or similar documents or any applicable laws or any existing resolution, declaration or agreement with the Bank or otherwise.
The individual(s) acknowledging acceptance and agreement must be an authorized signer on the Company Resolution.