Agreements, Notice, and Disclosures

 

 

I.  Terms and Conditions of Accounts
 
II.  Taxpayer Identification Number Certification (substitute W-9)
 
III.  Additional Terms and Conditions
 
IV.  Funds Availability Policy
 
V.  Truth-In-Savings Disclosure
 
VI.  Account Features
 
VII.  Electronic Funds Transfer Disclosure and Agreement
 
VIII.  Bill Pay Terms and Conditions
 
IX.  Money HQ Services Agreement
 
X.  Website Agreement

 

 

 

I.   TERMS AND CONDITIONS OF ACCOUNTS

 

A. Our Agreement. The following Terms and Conditions represent the legally enforceable agreement (the "Agreement") between You and Waterfield Bank ("WB"), or if WB determines not to maintain Your deposit (as described below), between You and Waterfield Financial Services, Inc. ("WFS," and in the possessive, "us," "we," or "our" with respect to WB or WFS, as the case may be) when You open a deposit account through this Banking Center, WB is a federal savings bank whose deposit accounts are insured to the fullest extent permitted by federal law by the Federal Deposit Insurance Corporation (the "FDIC"). WFS is an Indiana corporation and an affiliate of WB.

 

B. Defined Terms. Words that begin with capital letters are defined throughout these Terms and Conditions. The defined terms are set forth in parentheses and quotation marks. All defined terms should be read and interpreted in these Terms and Conditions as defined. For example, when the term "You" is used, it means the person making the deposit who will be treated as the owner of the account. Any similar or possessive wording, such as "Your," also refers to You. We may also refer to You as the "Depositor."

 

C. How It Works. By agreeing to these Terms and Conditions, you will be giving WB the authority to determine whether it will retain Your funds in a direct deposit relationship with You. If WB determines (at any time, from time to time, for any deposit or deposits, all without notice to You) not to maintain Your deposit, it will so notify WFS. By agreeing to these Terms and Conditions, You are hereby appointing WFS as Your special attorney-in-fact and agent ("Agent") to place Your deposit in a sub-account at another financial institution (a "Participating Bank") whose deposits are insured by the FDIC to the fullest extent provided by law and You are hereby providing the authority to WB to transfer Your deposit to a Participating Bank at the direction of WFS.  If Your deposit is placed at a Participating Bank, WB will act as the "processing bank" for Your funds. Regardless of where Your funds reside, Your account will be accessible through, and will be serviced by, WB and Your deposit account will, at all times, be insured by the FDIC as provided by applicable law, regulation and policy.

 

WB will provide all deposit products, deposit processing services, ATM, other transactions, administrative and customer care services on all accounts opened through this Banking Center (the "Services") in accordance with these Terms and Conditions.. Your deposit relationship will be with WB and all bank statements You receive will come from WB. If WB determines not to maintain Your deposit at WB, Your Agent, WFS, may direct that WB transfer Your funds into a sub-account at one or more FDIC insured financial institutions who also participate in the Banking Center Program at any time or from time to time in the Agent's discretion and without prior notice to You. See the FDIC INFO PAGE for a list of Participating Banks. WB has the procedures and controls in place to make sure that Your funds are directed only to a Participating Bank. You hereby authorize and direct each Participating Bank to act in accordance with instructions given by the Agent. Regardless of which Participating Bank actually holds Your funds, Your deposit account will always be covered by FDIC insurance at that Participating Bank to the maximum extent permitted by law. The name of the Participating Bank that holds Your funds will appear at the bottom of Your monthly account statement. You may contact Customer Service if You have any questions regarding a Participating Bank or if You do not want Your funds to be placed at any particular Participating Bank.

 

D. Interest Payments. When You select the deposit product You wish to use, You will receive the interest rate as noted on this Banking Center website for that particular product, as it is updated from time to time. If WB maintains Your deposit, WB will set the interest rates for those deposit products  and will be responsible for the payment of the interest earned on Your account. However, if WB does not maintain Your deposit, WFS will set the interest rate for those deposit products and will be primarily responsible for the payment of the interest earned thereon. In that case, the Participating Banks will pay a gross interest amount to WB, for the benefit  of WFS, who, in turn, will instruct WB to deduct its fee and deposit the remainder into Your account. All interest that comes from the Participating Bank in which Your funds are held, will accrue in Your account at WB and will be federally insured to the extent permitted by law. There may be an occasion when the interest, if any, that may be paid by a Participating Bank on a sub-account to WB, for the benefit of WFS, will be less than the interest that You have contracted to receive from WFS. If that occurs, WFS (not WB or the Participating Bank)  is solely responsible to pay You the contracted rate.  Until such interest is paid into Your account, such interest will not be covered by the FDIC insurance of deposits.  You hereby authorize WB to deduct and retain the amount of such fee from the interest received on behalf of WFS on each of Your deposit products and to directly remit such amount to WFS. That amount will not decrease the contractual interest rate to be paid to You on Your deposit. You acknowledge and agree that the amount of the fee may differ among each deposit product that is subject to the terms and conditions of this Agreement. Upon Your request, WB will inform You of the fee applicable to a particular deposit product (or will provide a good faith estimate thereof).

 

E. Your Application. By submitting an application for any Banking Center product or service, You certify that everything You have stated in this application is correct and agree that WB may keep this application whether or not it is approved. By submitting an application, You authorize WB to obtain a consumer credit report and to check Your employment history as part of the review of Your application. You are also authorizing WB to obtain consumer credit reports in the future when updating, renewing, collecting, or extending Your account. You agree that any deposit accounts will be opened solely at the discretion of WB in accordance with the application guidelines set forth herein, and may be closed and Your funds returned to You for any or no reason. If You do not qualify for the account(s) You requested, WB may extend to You an offer for a different deposit product with different features from those selected at the time of Your application. All accounts processed by WB and or held at Participating Banks will be governed by applicable federal law and regulation, and by the laws of the State of Maryland to the extent such law is not pre-empted by federal law. You understand that the use of these account(s) opened in connection with this offer, will constitute Your acceptance of, and subject You to, the terms and conditions that govern these account(s) as set forth below and on the WB Signature Card that You will sign. The representations that You make by virtue of Your application herein and on the WEBSITE AGREEMENT PAGE may be relied upon by WB, WFS and/or any Participating Bank.

 

F. Banking Online. We have established a number of procedures and state-of-the-art processes to safeguard Your personal and financial information. However, You understand that engaging in financial transactions on the internet is risky and can be subject to interference by malicious or fraudulent acts of third parties. Once Your application and other communications have reached our servers, we will be responsible for the security of that data. However, neither WB nor WFS can be responsible for technical, electrical, hardware, software or telephone failures of any kind, lost or unavailable connections, or failed, incomplete, or delayed computer transmissions in connection with Your transmission of an application or other data over the internet. We reserve the right, in our sole discretion, to cancel, terminate or suspend the use of online applications in whole or in part, for any reason, including, without limitation, the presence of viruses, bugs, non-authorized human intervention or other causes beyond our control. The website policies of WB are set forth on our WEBSITE AGREEMENT PAGE. If You submit an application You will be agreeing to such policies.

 

G. Finalizing Your Application. By confirming that You agree to these Terms and Conditions and the Website Agreement, Your application will be processed by WB.

 

You further agree that WB may act in reliance upon the signatures on the Signature Card(s) in the payment of funds and in the transaction of all other business related to Your account. By executing the Signature Card, You are acknowledging that Your account is subject to these Terms and Conditions and the Website Agreement, including all amendments thereto. Amendments to these Terms and Conditions, which may affect Your account, may be made by WB from time to time and communicated to You by posting such changes on this website or by mailing such changes to You. (See Section III. S. "Notice," below). Your continuing use of the account after 30 days after any such posting or 30 days after the date we mail such changes to You, shall indicate Your acceptance of such changes. If You do not wish to accept any such amendment to these Terms and Conditions, You must close Your account within 30 days after such change(s) are posted on this website or are mailed to You. Copies of these Terms and Conditions, as amended from time to time, are provided (for viewing or printing from this Banking Center website) to You upon, and subsequent to, the opening of an account.

 

If You do not agree to the above statements, please cancel Your application now.

 

H. Your Warranties to WB and WFS. In addition to the representations made above, You warrant and represent to WB and WFS the following:

 

The information You are providing to WFS is true, correct and complete. We are not obliged to take any steps to confirm or authenticate any instructions given by You and we will act on them without getting further confirmation.

 

You understand that if You provide us with incorrect information or if there is any error or fraud in Your instruction, once we are informed by You of such error, we will make all reasonable efforts to reverse or delete such instructions, but You accept full responsibility for losses resulting from any of Your errors, duplication, ambiguities or fraud in the information that You provide. In addition, if any information You provide is untrue, inaccurate, not current or incomplete, we may recover from You any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.

 

You represent and warrant to us that You are of the age of majority in the State in which You live, are legally competent to enter into this contract to have WB or WFS open a deposit account for You, and You have the right to authorize and permit WFS to act as Your agent to transfer Your funds as herein described..

 

You assure us that by disclosing the information to us and by authorizing us to use such information to deposit, transfer and return the funds, You are not violating any third party rights.

 

You agree to promptly update Your account records using this Banking Center if Your name, address, telephone number or e-mail address or other personal information changes.

 

You warrant that You will not use this website or the Services for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this Agreement or by any applicable law or regulation.

 

You represent and warrant to us that You will have enough money in Your accounts to make any funds transfer You request that WB or WFS makes on Your behalf through this Banking Center.

 

 

II.  TAXPAYER IDENTIFICATION NUMBER CERTIFICATION (SUBSTITUTE W-9) Top of page

 

A. Tax ID No. Your Social Security Number ("SSN") or Taxpayer Identification Number ("TIN") must be supplied when opening an account.

 

B. Substitute W-9. Under penalties of perjury, You certify to us that:

 

1.  The SSN or TIN number You have provided to WB is Your correct taxpayer identification number (or You are waiting for a number to be issued to You), and

2.  You are not subject to backup withholding because:

a.      You are exempt from backup withholding, or
b.     You have not been notified by the Internal Revenue Service ("IRS") that You are subject to backup withholding as a result of a failure to report all interest or dividends, or
c.     the IRS has notified You that You are no longer subject to backup withholding, and

3.  You are a U.S. Person (including a U.S. resident alien).

 

The IRS does not require Your consent to any provision of this document other than the certifications required to avoid backup withholding. For an explanation of this IRS form, You may refer to "Taxpayer Identification Number and Certification on Form W-9," by clicking on this link to the IRS website:

www.irs.gov/pub/irs-pdf/fw9.pdf.

 

 

III.  ADDITIONAL ACCOUNT TERMS AND CONDITIONS Top of page

 

The following Terms and Conditions are applicable to all deposit accounts opened through this Banking Center:

 

A. Deposits and Collections. Items received for deposit or collection shall be subject to all agreements, federal law and regulation and the law of the State of Maryland (to the extent not pre-empted by federal law), and applicable automated clearing house rules. Minimum initial deposit amounts are set for all accounts. Additional deposits, with the consent of WB, may be made in any amount by delivery methods, including but not limited to, mail or wire. In receiving items for deposit or collection, WB acts only as Your collection agent and assumes no responsibility beyond the exercise of due care in a commercially reasonable manner. WB will not accept third party checks for deposit. Deposits received after the posted cut off time (4:00 p.m. Eastern Time) shall be deemed received the next business day, and all items are credited subject to final payment in cash or solvent credits. Deposits of checks or items returned to WB unpaid by the financial institution they were drawn on will be charged to Your account or be paid by You. If there are special fees for collecting deposits, You promise WB that You will pay them. Any credit given on items shall be subject to charge back upon nonpayment within the period allowed by law. A "hold" or "float" may be placed on such funds (see Funds Availability, below).

 

B. Withdrawals or Check Cashing. If You have a money market account, although You may normally make withdrawals from Your account at any time, under federal regulations WB can require You to give the bank 7 days prior notice of any withdrawal. Under federal regulations, You are limited to a total of no more than 6 withdrawals, including transfers and payments, in any monthly statement period by certain methods.

 

However, if You receive quarterly statements, this period will be each calendar month ending on the last business day of the month. These methods are by preauthorized or automatic transfers and payments or by telephone agreement, order or instruction. A total of only 3 of these may be made by check, draft, debit card or similar order payable to third parties. WB does not necessarily offer any or all of these methods of withdrawal from Your account. If You exceed these limits, WB can refuse to permit the excessive withdrawal(s), terminate Your preauthorized, automatic, or third party transfer and payment privileges, convert Your account to a transaction account, stop paying interest on Your account, and/ or close Your account. However, You can make unlimited transfers, but only for the purpose of repaying loans and associated expenses at WB, for inter-account transfers in person at any branch office of WB, or at an ATM from Your money market demand account to Your other accounts held at WB, for cash or check withdrawals made in person, by mail, messenger, ATM or telephone (via check mailed to You).

 

C. Stale Dates and Post Dated Checks. WB can refuse to process or pay checks which are dated beyond the date of attempted negotiation (a "post dated check") or which are more than 6 months old (a "stale dated check") unless the check has been certified. If a stale dated check is paid in good faith, Your account will be charged the amount of the check. You agree not to post date checks.

 

D. Overdrafts - Charges. WB may return a check or item issued against Your account that is ascertained to be drawn against insufficient funds, uncollected funds or otherwise not good or payable. If You write a check for more money than which is in an account, You will be overdrawn and WB may return the check unpaid. Because extra work is involved, You may be required to pay a fee for each check returned. You also may be required to pay a fee for each day Your account remains overdrawn.

 

E. Service and Maintenance Charges. For each account, whether active or not, You agree to pay such service and maintenance charges as WB imposes from time to time. You authorize WB to deduct or debit such charges (as well as any other fees and charges that are owed to WB) from Your accounts (whether such accounts are held by WB or by another Participating Bank). WB shall not be liable for any checks, drafts, notes, acceptances or other instruments that are dishonored because of insufficient funds resulting from the deduction or debiting of these charges. WB and WFS will post, advertise or otherwise notify You 30 days in advance via this Banking Center website on the RATES AND FEES PAGE or by mail, of any significant changes or new policies in regard to service and maintenance charges that may occur from time to time. See Section III. S., below.

 

F. Stop Payment of Check. You have the right to request a stop payment on any check not certified but drawn by You on an account. Stop payment may be placed on an official check when You sign an Indemnification Agreement to WB stating the item was lost, stolen or destroyed. Your request must be received in such a manner as to give WB reasonable time to act on the request and to notify all affected parties. WB reserves the right to charge a fee for this service and to require You to indemnify WB and the Agent for any loss it may incur. You should understand that a stop payment may not be legally effective and cannot be honored if the check has been deposited, cashed or assigned by the payee. WB will not, and has no duty to, investigate the propriety or justification of a stop payment on a check and will be indemnified by You against all claims of any third party relating thereto.

 

G. Withdrawals -- Money Market Savings. Money can be withdrawn from a Money Market Savings Account by signing a withdrawal order or completing an authorization. This can be done by several methods, including but not limited to, mail or through this Banking Center website REQUESTS PAGE. Properly authorized telephone withdrawals may be honored as well, but WB reserves the right to refuse a telephone withdrawal request for any reason. Withdrawals may also be made by ATM card. See the RATES AND FEES PAGE for additional information regarding withdrawal limitations.

 

H. Tax Reporting. Interest income may be taxable to You. Interest will be reported to the Internal Revenue Service at the end of the calendar year. The earned amount will be reflected on Your IRS Form 1099 showing the account number and TIN or SSN of the primary Depositor.

 

I. Statements and Change of Address. Statements of account and other notices may be mailed periodically to Your last known address. Accordingly, You should advise WB of any change in Your address promptly. The statement will reflect Your account record as maintained at WB and will be deemed correct unless within 30 days from the time WB mails the statement (unless a longer period is required by federal law), You notify WB of any errors or forgeries related to the statement of account. If the statement of account is returned for an incorrect address, further mailing may be suspended until WB receives a correct mailing address.

 

J. Dormant Accounts. Under applicable state law, the money in Your account will be considered abandoned and payable to the State of the last address we have for You in our records if a specified period

of time has passed and You do not:

•  make a deposit or withdrawal; or
•  inquire about or take any other action in connection with Your account.

 

In addition, if You do not initiate activity in Your account for a substantial period of time, WB will treat Your account as being dormant. In that event, You agree that, unless prohibited by law, WB may charge dormant account fees on Your account in addition to other charges. In addition, WB may stop sending You periodic statements. It is important that Your address is kept current. If You do not receive a statement or notice of the interest paid on an account (such as an IRS Form 1099) at the end of the year, You should contact WB to verify it has the correct address on its records for Your accounts.

 

K. Right to Offset Monies Owed WB. If You owe WB money, then WB shall have the right to offset any account You have with WB and/or with any Participating Bank, including a multiple party account, to pay the debt except when prohibited by law.

 

L. Legal Proceedings - Liens. If You become involved in legal proceedings, the use of Your account may be restricted in the event WB is presented with appropriate documents from proper judicial or other authorities. Your account may also become subject to attachment or seizure to satisfy tax or other liens properly obtained. We do not undertake to give You notice of any restriction, attachment or seizure.

 

M. Checks. Checks may be written only on forms that are acceptable to WB. WB reserves the right to refuse to process or pay a check written on any unacceptable form as well as checks drawn on acceptable forms which have been improperly completed or are incomplete.

 

N. Closing Account. You can close an account at any time for any reason upon written notice to WB. WB can also close (and You give WFS the right to cause a Participating Bank to close) Your account at any time. If WB does so, it will mail You a notice and a check for the final balance to the last known address of record less any applicable early closing fee. Closing a time deposit account by You prior to maturity is subject to an interest penalty. Closing any account within 180 days after date of opening may be subject to a service charge.

NOTE:  It is also WB's policy to close without notice accounts maintaining a zero balance for 90 days.

 

O. Penalty for Early Withdrawals. Certificates of Deposit ("CD") and any interest due thereon are payable upon maturity. Subject to applicable federal regulations, a penalty may be imposed for early withdrawal of any or all deposited funds before maturity from a time deposit account. The penalty for a CD with an original term of 1 year or less is calculated as follows: amount of principal withdrawn x certificate rate x number of days from date of issue to current date/365. The penalty for a CD with an original term of 1 year or more is calculated as follows: amount of principal withdrawn x certificate rate x 180 days/365.

 

P. Assignment of Account - Savings Account or Certificate of Deposit. You may not assign or transfer any interest in any account or any other type of savings plan offered by WB unless You obtain WB's prior written consent. The balance reflected in Your statement of account is for Your guidance and is not to be taken as correct unless verified by the books of WB.

 

Q. Account Types (Ownership).

 

Personal Accounts

 

Individual Accounts

If You open and maintain an account in Your name only, even though a designation as "agent" or "trustee" may be added, WB will consider it as an individual account or individual ownership. Payment after Your death may be made to Your Personal Representative or heirs and shall be subject to the applicable laws relating to devise and descent, including laws relating to inheritance and succession taxes.

 

Joint Accounts

Joint account ownership is established at the time the account is opened. WB must be supplied with all signatures within 30 days of account opening or the account reverts to an individual account. After the account is established and the Signature Card is on file, ownership cannot change during the life of the account without the written consent of all owners. NOTE: The death of an accountholder or a court order is considered an exception to this policy.

 

Multiple Party Accounts

Multiple Party Accounts are accounts in which more than one individual has an interest, contingent interest, or authority to act at any one time. Such accounts may be JOINT ACCOUNTS (all persons named in the account are "owners"), POD/ITF ACCOUNTS ("owners" have a current interest with the other individuals named as beneficiaries, ITF or POD payees to receive the amount remaining in the account if any, upon death of the last surviving original owner; hence, Payable On Death/POD/In Trust For/ITF), or TRUST ACCOUNTS (all named Trustees possess the authority to act and are fiduciaries for the beneficiaries of the trust). All joint owners, original owners and POD/ITF payees, Trustees and beneficiaries must be named on the account title. Any or all of the "owners" or Trustees of these accounts may make deposits and withdrawals from the account. Each joint owner, original owner or trustee appoints the other as his or her attorney-in-fact with the power to deposit to, or withdraw from, the account or endorse any check, draft, note or other instrument payable to the other joint owner, original owner or trustee of the account for deposit to the account. WB also has the right to endorse any checks or drafts, or other orders of payment made payable to any of the owners or trustees and deposit the same into the respective account. Rights of survivorship exist between joint owners. Payment to a surviving owner shall be subject to the applicable laws relating to inheritance and succession taxes, including any rules and regulations pertaining thereto. Upon the death of the last survivor of all persons named on the account, including beneficiaries or POD/ITF payees, the funds remaining on deposit will be paid to the duly authorized Personal Representative or upon proper proof of no such representative to the heirs-at-law entitled thereto.

 

Fiduciary Accounts (Including Trust Accounts)

If You are a fiduciary, affixing Your signature on the Signature Card certifies that You are authorized to execute the signature on the card in the capacity so stated. You also agree to furnish documents or agreements as shall be needed or requested by WB to evidence Your capacity and authority relating to the opening and maintenance of the account.

 

Custodian Accounts - Uniform Transfers to Minors

You may make a transfer of money to a minor (child under the age of 18) and name a custodian, usually a parent, to assume the responsibility of making deposits and withdrawals for the minor's use. This account will be construed according to the provisions of the Uniform Transfers to Minors Act under Maryland law.

 

Business Accounts

 

Corporations – Partnerships – Organizations

If Depositor is any of the aforementioned, every person affixing his or her signature on the Signature Card represents and agrees that he or she is fully authorized to execute said Signature Card and to exercise the privileges incident thereto. Depositor shall be required to furnish Waterfield Bank with properly completed corporate resolution, partnership agreements or other documents as shall be needed or that WB may request to evidence corporate, partnership or organization action relating to the opening and maintenance of the account(s), the authority of the individuals to deal therewith and any changes therein.

 

Sole Proprietorship

If Depositor is a sole proprietor (sole owner) of an unincorporated business, affixing his or her signature on the Signature Card certifies that he or she is fully authorized to execute the card as the sole owner and to exercise the privileges incidental thereto; that no other person has any ownership or interest therein; and, that all transactions are conducted in the Depositor's own name. Upon the death of the Depositor, the funds remaining on deposit will be paid to the duly authorized Personal Representative or, upon proof of no such representative, to the heirs-at-law entitled thereto. Payment shall be subject to the laws relating to inheritance and succession taxes, including any rules and regulations pertaining thereto.

 

R. Special Requirements. WB will not honor any requests, instructions or directions from You or on Your behalf with respect to multiple signature or multiple authorization requirements for access to Your account or for any other matters with respect to Your account (referred to as "special requirements"). WB may allow any of the persons designated as authorized signers on the Signature Card or other records WB maintains for this account to sign checks or other items to withdraw funds or otherwise to authorize transactions or other matters with respect to this account. WB is not bound by any special requirements, whether or not WB knows about them or whether or not You include them in Signature Cards, resolutions, or other documents provided by or delivered to WB in connection with this account. WB has no duty to monitor Your account for compliance with any special requirements. WB has no liability for not complying with any special requirements.

 

S. Notice. The provisions applicable to Your account may be revised or amended at any time and, when required by law, WB will provide 30 days notice prior to the change. Notice of the change will be mailed to the last known address or email address of record provided by You or will be posted on this Banking Center website and/or included in Your statement of account. All such changes will become effective when posted on this Banking Center website or 5 business days after mailing or emailing, unless otherwise required by law and You will be deemed to have agreed to such terms if You have not notified WB of Your objection and closed Your account that is subject to the change within 5 business days after the date of posting, mailing or emailing. The amount of any fees charged by WB in connection with Interest Checking and Money Market Savings accounts are set forth in a separate schedule available at this Banking Center's website RATES AND FEES, PAGES. WB, upon 30 days' notice prior to the effective date, may adjust this fee schedule. Any provision to the Terms and Conditions that is changed due to bank regulatory authority requirements shall be effective immediately upon posting on the Banking Center website without further notice. Your account will also be subject to all provisions of the Maryland Uniform Commercial Code, agreements between WB and any correspondents or collecting depository institutions, the Signature Card that You have signed, and any rules and regulations concerning Services, Accounts or Fees which have been or may be adopted by WB.

 

To contact WB in writing, please direct inquiries to this institution in care of:

Waterfield Bank

Customer Service Center

P.O. Box 19503

Irvine, CA  92623-9928

 

 

T. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable.

 

U. Information Authorization. You agree that WB reserves the right to obtain and retain financial information regarding Your account from a merchant or financial institution to resolve payment-posting problems.

 

V. Disputes. In the event of a dispute with WB or the Agent , You and WB or the Agent (as applicable) agree to resolve the dispute by looking to this Agreement. You agree that this Agreement, as it is amended from time to time in the future, is the complete and exclusive statement of the agreement between You, WB and the Agent which supersedes any proposal or prior agreement, oral or written, and any other communications between You, WB and the Agent relating to the subject matter of this Agreement. If there is a conflict between what one of WB's or WFS' employees says and the terms of this Agreement, the terms of this Agreement shall control. You agree that You will resolve any dispute or claim You have under this Agreement by means of binding arbitration under the rules of commercial arbitration of the American Arbitration Association ("AAA") to be heard in Orange County, California, by a single qualified independent arbitrator selected by the AAA.

 

W. Assignment. You may not assign this Agreement to any other party. WB or WFS may assign this Agreement to any successor or other person or entity or to any future, directly or indirectly, affiliated company without Your prior knowledge or consent. WB may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties without Your prior knowledge or consent. As noted above, the Agent may transfer Your funds between Participating Banks from time to time, without Your prior knowledge or consent. You will be notified of any such change on Your monthly account statement.

 

X. No Waiver. Neither WB nor WFS shall be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by an authorized representative of WB or WFS as applicable. No delay or omission on the part of WB or the Agent in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

 

Y. Captions. The captions of all of the sections of these Terms and Conditions are for convenience only and shall not control or affect the meaning or construction of any of the provisions for this Agreement.

 

Z. Governing Law. This Agreement shall be governed by federal law, where applicable, and by the laws of the state of Maryland.

 

End of "Terms and Condition of Accounts."

 

 

IV.  FUNDS AVAILABILITY POLICY Top of page

 

The following information is a disclosure of WB's policy regarding the availability of the funds You deposit into Your checking and Money Market account with WB. The policy is to make funds from Your deposits available to You according to the type of deposit You make. The term "check" as used in this policy does not include a non-cash item, an item payable in medium other than United States money, or a check drawn on or payable through a bank's office located outside the United States. Deposits of these items are outside of the scope of this policy.

 

A. Your Ability to Withdraw Funds from Your Account. Funds from Your deposits generally will be available to You on the first business day, second business day, or fifth business day after WB receives Your deposit. If there is a delay in the availability of Your funds, You may not withdraw the funds in cash and the funds will not be used to pay checks You have written.

 

B. Determining the Availability of a Deposit. The length of any delay is counted in business days from the day of Your deposit. Every day is a business day except Saturdays, Sundays and Bank holidays. If You make a deposit before 4 p.m. Eastern time on a business day when WB is open, WB will consider that day to be the day of Your deposit. However, if You make a deposit after the applicable cut-off time, or on a day that WB is not open, WB will consider that the deposit was made on the next business day WB is open. Finally, if You mail WB a deposit and WB receives Your deposit on a business day when WB is open, WB will consider the deposit made on the business day WB receives Your deposit. However, if WB receives Your deposit that You mailed to WB when WB is not open, WB will consider that the deposit was made on the next business day WB is open.

 

The length of the delay varies depending on the type of deposit and is explained in the following chart:

First Four Digits from Routing Number	When Funds are Available	When Funds are Available if a Deposit is Made on a Monday
Local Numbers: 0220 0223 0410 0412 0420 0421 0422 0423 0430 0432 0433 0434 0440 0441 0442 0515 0519 2420 2421 2422 2423 2442 2515 2519 0720 0724 0740 0749 0813 0830 0839 0863 2740 2813 2830 2839 2863	$100 on the first business day after the business day of Your deposit. Remaining funds on the second business day after the business day of Your deposit.	Tuesday Wednesday
All other Numbers	$100 on the first business day after the business day of Your deposit. Remaining funds on the fifth business day after the business day of Your deposit.	Tuesday Monday of following week

 

 

C. Longer Delays May Apply. Funds You deposit by check may be delayed for a longer period under the following circumstances:

•  WB believes a check You deposit will not be paid.
•  You deposit checks totaling more than $5,000 on any one day.
•  You re-deposit a check that has been returned unpaid.
•  You have overdrawn Your account repeatedly in the last six months.
•  There is an emergency, such as a failure of communication or computer equipment.
•  WB will notify You if it delays your ability to withdraw funds for any of these reasons, and will tell You when the funds will be available. They will generally be available to You no later than the tenth business day after the day of your deposit. You should ask if You need to be sure when a particular deposit will be available for withdrawal.

 

D. Substitute Checks and Your Rights. To make check processing faster, federal law permits banks to replace original checks with "substitute checks." These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substitute check states: "This is a legal copy of Your check. You can use it the same way You would use the original check." You may use a substitute check as proof of payment just like the original check.

 

Some or all of the checks that You receive back from WB may be substitute checks. This notice describes the rights You have when You receive substitute checks from WB. The rights in this notice do not apply to original checks or to electronic debits to Your account. However, You have rights under other law with respect to those transactions.

 

In certain cases, federal law provides a special procedure that allows You to request a refund for losses You suffer if a substitute check is posted to Your account (for example, if You think that WB withdrew the wrong amount from Your account or that WB withdrew money from Your account more than once for the same check). The losses You may attempt to recover under this procedure may include the amount that was withdrawn from Your account and fees that were charged as a result of the withdrawal (for example, bounced check fees).

 

The amount of Your refund under this procedure is limited to the amount of Your loss or the amount of the substitute check, whichever is less. You also are entitled to interest on the amount of Your refund if Your account is an interest-bearing account. If Your loss exceeds the amount of the substitute check, You may be able to recover additional amounts under other law.

 

If You use this procedure, You may receive up to $2,500 of Your refund (plus interest if Your account earns interest) within 10 business days after WB receives Your claim and the remainder of Your refund (plus interest if Your account earns interest) not later than 45 calendar days after WB receives Your claim. WB may reverse the refund (including any interest on the refund) if it later is able to demonstrate that the substitute check was correctly posted to Your account.

 

If You believe that You have suffered a loss relating to a substitute check that You received and that was posted to Your account, please contact us at:

Waterfield Bank

Customer Service Center

P.O. Box 19503

Irvine, CA  92623-9928

 

 

You must contact WB within 40 calendar days of the date that it mailed (or otherwise delivered by a means to which You agreed) the substitute check in question or the account statement showing that the substitute check was posted to Your account, whichever is later. WB will extend this time period if You were not able to make a timely claim because of extraordinary circumstances.

 

Your claim must include:

•  A description of why You have suffered a loss (for example, You think the amount withdrawn was incorrect);
•  An estimate of the amount of Your loss;
•  An explanation of why the substitute check You received is insufficient to confirm that You suffered a loss; and
•  A copy of the substitute check and the following information to help us identify the substitute check: (identifying information, for example the check number, the name of the person to whom You wrote the check, and the amount of the check).

 

 

V.  TRUTH-IN-SAVINGS DISCLOSURE Top of page

 

The following disclosure applies to all accounts opened through this Banking Center and held by WB:

 

A. Interest Rates. Interest rates are determined by WB. Rates are quoted weekly for all accounts where applicable. Interest rates and annual percentage yields may change at any time solely at WB's discretion without notice to You. The current interest rate(s) and annual percentage yield(s) on the various accounts and minimum balances to earn each rate, are shown on the current RATES AND FEES PAGE. The interest rate being paid on Your account(s) is shown on Your monthly statement.

 

B. Compounding of Interest. Compounding is determined by the type of account opened and interest payment method chosen.

 

C. Interest Paid. If WB maintains Your deposit, WB will be responsible for the payment of interest thereon. However, if WB does not maintain Your deposit, and if WFS places Your deposit with a Participating Bank, WFS is primarily responsible to pay You the contractual rate of interest on Your deposit. In that case, the Participating Banks will pay a gross interest amount to WB, for the benefit of WFS, who, in turn will instruct WB to deduct WFS' fee and deposit the remainder into Your account. There may be an occasion when Your funds have been deposited in a sub-account at a Participating Bank and the interest, if any, that may be paid by a Participating Bank on that sub-account to WB, for the benefit of WFS, will be less than the interest that You have contracted to receive from WFS. If that occurs, WFS (not WB or the Participating Bank) is solely responsible to pay You the contracted rate. Until such interest is paid into Your account, it will not be covered by the FDIC insurance of deposits.  If WB maintains Your deposit, WB will compute the interest that will be paid to You. Otherwise, the interest that will be paid to You will be computed by WFS. To determine the interest earned for that day. WB or WFS (as the case may be) uses the daily balance method of computing interest, which applies a daily periodic rate of 1/365th to the full collected amount of principal in the account each day, less the amount of any items for which WB or WFS (as the case may be) has not begun to accrue interest as described below. WB or WFS (as the case may be) then adds together the interest earned for each day in the statement period to determine the amount of interest to pay You for that statement period. Interest begins to accrue on Your account no later than the business day WB or the Participating Bank receives credit for the deposit of non-cash items, such as checks.

 

End of "Truth-in-Savings Disclosure."

 

 

VI.  ACCOUNT FEATURES Top of page

 

The following discussion describes the features of the various types of accounts offered by WB, which is subject to change, from time to time.

 

A. Personal Accounts

 

1. Free Checking Account Features:

•  Non-Interest bearing account.
•  No minimum balance requirement.
•  Free starter checks.
•  No monthly maintenance fee.

Customers with negative balances for over 5 calendar days will be charged a daily fee until sufficient funds are deposited to bring the balance positive.

 

Please see our RATES AND FEES  PAGES for current specifics.

 

You will be provided a monthly statement. If you consent to delivery of Electronic Statements, You will not receive paper Periodic Statements. You may obtain paper copies of your Electronic Statements by printing them yourself or by saving a copy to your computer and printing it later. You may also request a paper copy by contacting Customer Service. After account opening, a fee will be assessed for paper statements effective with the third statement cycle. If you do not have computer access and indicate on your Account Application that you require paper copies of all documents, we will provide the documents to You at no charge. Wire transfers are also accepted as well as direct deposits from Your employer or funds originator.

 

WB's policy is to return check images. Interest is calculated daily on the day's ending collected balance and is paid to You by crediting the account monthly on the date the statement of account is prepared. The rate of interest on Your account is determined by WB if WB maintains Your deposit, and if not, then the rate of interest is determined by WFS,, and may vary during the life of the account while the method of calculation, the compounding and the payment of interest on Your account are determined by WB or WFS, as applicable.

 

For customers who do not qualify for a checking account, WB reserves the right to offer a Money Market account or a special savings account.

 

2. Interest Checking Account Features.

•  A minimum balance is required to earn interest.
•  An Account Balance Maintenance Fee is charged on the day of the first occurrence during each statement cycle that the balance drops below the stated minimum balance which is calculated on the daily ledger balance. See the "Account Balance Maintenance Fee" on the Fee Schedule for applicable fee.
•  Customers with negative balances for over 5 calendar days will be charged a daily fee until sufficient funds are deposited to bring the balance positive.

 

Please see our RATES AND FEES PAGES for current specifics.

 

You will be provided a monthly statement. If you consent to delivery of Electronic Statements, You will not receive paper Periodic Statements. You may obtain paper copies of your Electronic Statements by printing them yourself or by saving a copy to your computer and printing it later. You may also request a paper copy by contacting Customer Service. After account opening, a fee will be assessed for paper statements effective with the third statement cycle. If you do not have computer access and indicate on your Account Application that you require paper copies of all documents, we will provide the documents to You at no charge. Wire transfers are also accepted as well as direct deposits from Your employer or funds originator.

 

WB's policy is to return check images. Interest is calculated daily on the day's ending collected balance and is paid to You by crediting the account monthly on the date the statement of account is prepared. The rate of interest on Your account is determined by WB if WB maintains Your deposit, and if not, then the rate is interest is determined by WFS, and may vary during the life of the account while the method of calculation, the compounding and the payment of interest on Your account are determined by WB.

 

For customers who do not qualify for a checking account, WB reserves the right to offer a Money Market account or a special savings account.

 

3. Money Market Account Features.

•  A minimum balance is required to earn interest.
•  An Account Balance Maintenance Fee is charged on the day of the first occurrence during each statement cycle that the balance drops below the stated minimum balance which is calculated on the daily ledger balance. See the "Account Balance Maintenance Fee" on the Fee Schedule for applicable fee.
•  Customers with negative balances for over 5 calendar days will be charged a daily fee until sufficient
funds are deposited to bring the balance positive.

 

Please see our RATES AND FEES PAGES for current specifics.

 

Interest is accrued daily and compounded monthly based on the ending daily collected principal balance. Interest rates and annual percentage yields may change at any time solely at WB's or WFS' discretion (as applicable). You will be provided a monthly statement. If you consent to delivery of Electronic Statements, You will not receive paper Periodic Statements. You may obtain paper copies of your Electronic Statements by printing them yourself or by saving a copy to your computer and printing it later. You may also request a paper copy by contacting Customer Service. After account opening, a fee will be assessed for paper statements effective with the third statement cycle. If you do not have computer access and indicate on your Account Application that you require paper copies of all documents, we will provide the documents to You at no charge. A penalty may be imposed if Your account exceeds the pre-authorized transfer limit. A total of 6 pre-authorized transfers are permitted per cycle period. For accounts granted check writing privileges, if the 3 check-limit per cycle period is exceeded, a penalty may be imposed. The account could be closed or changed to a transaction account (checking account) or regular savings account, if the above withdrawal limits have been exceeded 3 cycles within a 12 cycle period. WB reserves the right to deny ATM Card and check writing privileges when applicable. Online Bill Pay and Debit Cards are not available for Money Market Accounts.

 

WB's policy is to return check images. Interest is calculated daily on the day's ending collected balance and is paid to You by crediting the account monthly on the date the statement of account is prepared. The rate of interest on Your account is determined by WB if WB maintains Your deposit, and if not, then the rate of interest is determined by WFS, and may vary during the life of the account while the method of calculation, the compounding and the payment of interest on Your account are determined by WB.

 

4. High Yield Money Market Savings Account Features.

•  A minimum balance is required to earn interest.
•  An Account Balance Maintenance Fee is charged on the day of the first occurrence during each statement cycle that the balance drops below the stated minimum balance which is calculated on the daily ledger balance. See the "Account Balance Maintenance Fee" on the Fee Schedule for applicable fee.
•  Customers with negative balances for over 5 calendar days will be charged a daily fee until sufficient funds are deposited to bring the balance positive.

 

Interest is accrued daily and compounded monthly based on the ending daily collected principal balance. Interest rates and annual percentage yields may change at any time solely at WB's or WFS' discretion (as applicable). If you consent to delivery of Electronic Statements, You will not receive paper Periodic Statements. You may obtain paper copies of your Electronic Statements by printing them yourself or by saving a copy to your computer and printing it later. You may also request a paper copy by contacting Customer Service. After account opening, a fee will be assessed for paper statements effective with the third statement cycle. If you do not have computer access and indicate on your Account Application that you require paper copies of all documents, we will provide the documents to You at no charge. The interest rate is determined by WB if WB maintains Your deposit, and if not, then the rate of interest is determined by WFS, and may vary during the life of the account, while the method of calculation, compounding and payment of interest on Your account are determined by WB or WFS (as applicable). Interest rates are tiered and based on competitive rates. For specific details please see the Banking Center's website.

 

5. Certificates of Deposit (CD).

 

•  A minimum deposit is required to open a CD.

 

The CD is not considered open until Your initial deposit is received. If WB does not receive Your initial deposit on the business day after You submit Your application to purchase a CD, the interest rate in effect on the date WB receives Your deposit will apply. Interest rates are tiered and based on competitive rates. For specific details please see our RATES AND FEES PAGES. Additional deposits are not allowed unless made within the 7 day grace period after maturity. Interest is credited and compounded monthly. The annual percentage yield assumes monthly compounding and interest remains on deposit. The account will not earn interest during the grace period if a withdrawal is made after the maturity date. Wire transfers may be made as well.

 

•  Automatic Renewal Policy.

 

Unless the account holder advises WB within the 7 day grace period after the CD maturity date that the

holder wishes to withdraw the funds from the CD account, the CD account will automatically renew and the principal amount and all paid interest that has not been withdrawn will automatically renew on such Maturity Date for an identical period of time as the original deposit term. Interest on renewed accounts will be calculated at the interest rate then in effect for time deposits of that deposit amount and term.

 

B. Business Accounts

 

Basic Business Checking Features

 

Available to all businesses regardless of ownership, primarily used by Corporations and Partnerships:

•  Free Starter Checks.
•  Non-Interest Bearing account.
•  Minimum Balance Requirement to open an account.
•  An Account Balance Maintenance Fee is charged on the day of the first occurrence during each statement cycle that the balance drops below the stated minimum balance which is calculated on the daily ledger balance. See the "Account Balance Maintenance Fee" on the Fee Schedule for applicable fee.
•  Free Check Writing up to 20 checks per statement cycle; Fees charged for over 20 checks in statement cycle.
•  No set-up or monthly maintenance fees for Bill Pay.
•  Transaction fee charged for individual Bill Pay items - Please see Fee page for current specifics.

 

If you consent to delivery of Electronic Statements, You will not receive paper Periodic Statements. You may obtain paper copies of your Electronic Statements by printing them yourself or by saving a copy to your computer and printing it later. You may also request a paper copy by contacting Customer Service. After account opening, a fee will be assessed for paper statements effective with the third statement cycle. If you do not have computer access and indicate on your Account Application that you require paper copies of all documents, we will provide the documents to You at no charge.

 

WB's policy is to return check images. Interest is calculated daily on the day's ending collected balance and is paid to You by crediting the account monthly on the date the statement of account is prepared. The rate of interest on Your account is determined by WB if WB maintains Your deposit, and if not, then the rate of interest is determined by WFS, and may vary during the life of the account while the method of calculation, the compounding and the payment of interest on Your account are determined by WB or WFS, as applicable.

 

Business Interest Checking Features

•  Restricted to Sole Proprietors and Non-Profit Organizations regardless of incorporation status
•  Tiered Interest Bearing Account-Free Starter Checks
•  Minimum balance requirement to open an account
•  Minimum balance requirement to earn interest
•  An Account Balance Maintenance Fee is charged on the day of the first occurrence during each statement cycle that the balance drops below the stated minimum balance which is calculated on the daily ledger balance. See the "Account Balance Maintenance Fee" on the Fee Schedule for applicable fee.
•  Free Check Writing up to 20 checks per statement cycle; Fees charged for over 20 checks in statement cycle
•  No set-up or monthly maintenance fees for Bill Pay
•  Transaction fee charged for individual Bill Pay items

 

If you consent to delivery of Electronic Statements, You will not receive paper Periodic Statements. You may obtain paper copies of your Electronic Statements by printing them yourself or by saving a copy to your computer and printing it later. You may also request a paper copy by contacting Customer Service. After account opening, a fee will be assessed for paper statements effective with the third statement cycle. If you do not have computer access and indicate on your Account Application that you require paper copies of all documents, we will provide the documents to You at no charge.

 

WB's policy is to return check images. Interest is calculated daily on the day's ending collected balance and is paid to You by crediting the account monthly on the date the statement of account is prepared. The rate of interest on Your account is determined by WB, if WB maintains Your deposit, and if not, then the rate of interest is determined by WFS, and may vary during the life of the account while the method of calculation, the compounding and the payment of interest on Your account are determined by WB or WFS, as applicable.

 

Business Savings

•  Restricted to Sole Proprietors and Non-Profit Organizations regardless of incorporation status.
•  Tiered Interest Bearing Account.
•  Minimum balance requirement to open an account.
•  Minimum balance required to earn interest.
•  No restrictions on the number of transfers per cycle period.
•  An Account Balance Maintenance Fee is charged on the day of the first occurrence during each statement cycle that the balance drops below the stated minimum balance which is calculated on the daily ledger balance. See the "Account Balance Maintenance Fee" on the Fee Schedule for applicable fee.
•  No check writing privileges.

If you consent to delivery of Electronic Statements, You will not receive paper Periodic Statements. You may obtain paper copies of your Electronic Statements by printing them yourself or by saving a copy to your computer and printing it later. You may also request a paper copy by contacting Customer Service. After account opening, a fee will be assessed for paper statements effective with the third statement cycle. If you do not have computer access and indicate on your Account Application that you require paper copies of all documents, we will provide the documents to You at no charge. The interest rate is determined by WB if WB maintains Your deposit, and if not, then the rate of interest is determined by WFS, and may vary during the life of the account, while the method of calculation, compounding and payment of interest on Your account are determined by WB or WFS, as applicable.

 

Business Certificate of Deposit (CD)

 

•  A minimum deposit is required to open a CD.

 

The CD is not considered open until Your initial deposit is received. Your maturity date may vary based on the date WB receives your initial deposit. If WB does not receive your initial deposit within three (3) business days, the interest rate in effect on the date WB receives your deposit will apply. Interest rates are tiered and based on competitive rates. For specific details please see the Banking Center web site. Additional deposits are not allowed unless made within the seven (7) day grace period after maturity. Interest is credited and compounded monthly. The annual percentage yield assumes monthly compounding and interest remains on deposit. The account will not earn interest during the grace period if a withdrawal is made. Wire transfers may be made as well.

 

•  Automatic Renewal Policy

 

Unless the account holder advises WB within the (7) day grace period after the CD maturity that they wish to withdraw the funds from the CD account, the CD account will automatically renew and the principal amount and all paid interest that has not been withdrawn will automatically renew on each Maturity Date for an identical period of time as the original deposit term. Interest on renewed accounts will be calculated at the interest rate then in effect for time deposits of that Deposit Amount and term.

 

End of "Account Features."

 

VII.  ELECTRONIC FUNDS TRANSFER (EFT) DISCLOSURE Top of page

 

This Electronic Funds Transfer ("EFT") Disclosure covers all EFTs You can make to or from Your account, regardless of the Service You use on this Banking Center website. Examples of EFTs include direct deposit of funds, ATM deposits, point of sale transactions, and automated transfers.

 

A. Direct Deposit. With proper authorization, Social Security benefits and other types of pay or benefits may be directly deposited to Your savings or checking account.

 

B. Automatic Transfers. Automatic transfers may be made between Your accounts at WB as permitted by federal banking regulations or any other governing body having jurisdiction over WB or as permitted by rules as adopted by WB. A fee may be assessed for this service.

 

C. Notice of Varying Amounts. If Your account is set up for automatic payments or deposits through the ACH ("Automated Clearing House") network or similar service, it is the originator's responsibility to notify

You of any changes in the payment amount required.

 

D. Right to Stop Payment. If You have arranged in advance to make regular payments out of an account, You can stop payment on these pre-arranged payments by written request, or from the REQUESTS PAGE of this Banking Center website. Stop payment requests must be received 3 business days or more prior to the next scheduled payment.

 

E. Liability for Failure to Make Transfers. If WB does not complete a transfer to or from Your account on time or in the correct amount or fails to stop a pre-arranged payment according to an agreement with You, WB may be liable for Your losses or damages. There are, however, exceptions. For instance, WB will not be liable:

•  If, through no fault of WB, You do not have enough money in an account to make the transfer.
•  If circumstances beyond WB's control (such as fire or flood) prevent the transfer, despite reasonable precautions WB has taken.
•  There may be other exceptions stated in other agreements between WB and You.

 

If we do not provide a funds transfer instruction on time, if we cause an incorrect amount to be removed from Your account or if we cause funds from Your account to be transferred to any account other than Your account or the recipient's account specified in the applicable funds transfer instruction, we will be responsible for returning the improperly transferred funds and/or for directing any misdirected funds to the proper account or intended recipient's account. We are liable only for any losses and damages arising from our gross negligence or willful misconduct or if we breach a representation or warranty set forth on this website. However, our liability to you is limited. See "Limits of WB's or WFS' Responsibilities" below.

 

F. Payment Not Final Until Received. Credit given by WB to You with respect to an Automated Clearing House ("ACH") credit entry or similar electronic credit is provisional until WB receives final settlement. You are hereby notified and agree that WB is entitled to a refund of the amount credited to You in connection with such entry, i.e., non-settlement, and the party making payment to You, i.e., the originator of the entry, via such entry shall be deemed to have not paid You the amount of such entry.

 

G. Next Day Notice. Under the operating rules of the National Automated Clearing House Association ("NACHA") which are applicable to ACH transactions involving Your account, WB is not required to give next day notice to You of receipt of an ACH item, and WB will not do so. However, WB will notify You of the receipt of payments in the periodic statements provided to You.

 

H. Choice of Law. WB may accept on Your behalf payments to Your account which have been transmitted through one or more Automated Clearing Houses and Your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state of Maryland and applicable federal law as provided by the operating rules applicable to ACH transactions involving Your account.

 

I. Limits on EFTs. EFTs may be made only to persons with a U.S. payment address. EFTs may also be made to persons located in the Armed Forces postal codes. You may not make an EFT of alimony, child support, taxes, or other governmental fees or court-directed payments.

 

J. Statements, Receipts. You will receive a receipt when You initiate an electronic fund transfer at any electronic terminal (e.g., at the ATM) if required by law. Also, Your electronic funds transfers will be indicated on the periodic statements WB provides or makes accessible to You for the accounts with WB that are involved in the transaction. In any case, a statement will be provided at least quarterly for accounts not classified by WB as inactive. WB may also provide or make accessible to You statement information electronically or by some other means. You agree to notify WB promptly if You change Your address or if You believe there are any errors or unauthorized transactions on any statement or in any statement information.

 

K. Verifying Certain Electronic Deposits. If You have arranged to have pre-authorized recurring electronic deposits made to any of Your accounts at least once every 60 days from the same person or company, You may call toll free 1-877-204-5019 to find out whether or not the deposit has been made. WB will ask You for reasonable identification prior to releasing any information.

 

L. Notice for Varying Amounts. If You have arranged for pre-authorized recurring electronic payments that may vary in amount to be made from any of Your accounts, the person or company You are going to pay will tell You, at least 10 days before each payment is scheduled to be made, 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.

 

M. Disclosure of Information to Others. WB may disclose information about Your accounts with it as follows:

•  To consumer reporting agencies.
•  In connection with audits or any sale or transfer of Your accounts or any sale, merger, consolidation or other extraordinary corporate transaction involving WB or a division thereof.
•  For fraud, security or risk control.
•  To help complete a transaction You initiate, including information requested to verify the existence or condition of an account.
•  To resolve disputes or inquiries You may have about Your accounts.
•  With Your consent or at Your direction.
•  When disclosure is required by law, such as pursuant to court order, subpoena, legal process or government agency examination or investigation, or to protect or enforce WB's or WFS's rights.
•  To companies that perform services for WB or WFS in connection with Your accounts, such as credit reporting agencies, data processing and software companies and collection agencies.
•  As otherwise necessary to service Your account, or as permitted or required by law and applicable regulation or policy.
•  In response to a request from WB, the Agent, any affiliate of WB or a Participating Bank.

 

See WB's separate "Customer Information Privacy Notice" for more information about how WB uses customer information and Your choices regarding such use.

 

N. In Case of Errors or Questions About Your Electronic Transfers. If You believe Your account statement or an electronic fund transfer receipt is wrong, if You have a question or need more information about an electronic fund transfer or believe WB made an error in processing an electronic fund transfer, You should telephone, use Secure Bank Mail (accessible on this Banking Center's toolbar) or write a letter to WB. WB must hear from You no later than 60 days after You receive the FIRST statement on which the problem or error appeared.

 

Contact WB at:

Waterfield Bank

Customer Service Center

P.O. Box 19503

Irvine, CA  92623-9928

 

 

You should:

•  Tell WB Your name and account number.
•  Tell WB the dollar amount and date of the suspected error.
•  Describe the error on the transfer that You are unsure about, and explain as clearly as possible why You believe it is an error or why more information is needed.

 

If You orally contact WB, WB may require that You send WB the complaint or question in writing within 10 business days after such oral contact or receipt of requested information. WB will tell You the results of its investigation within 10 days after the first contact from You and will correct any error promptly. If WB needs more time, however, it may take up to 45 days to investigate any complaint or question. If WB decides to do this, it will provisionally credit Your account within 10 business days for the amount You thinks is in error, so that You will have the use of the money during the time it takes WB to complete the investigation. If WB asks You to put the complaint or question in writing and WB does not receive it within 10 business days, it may not credit Your account. For errors involving new accounts, point-of-sale, or foreign initiated transactions, WB may take up to 90 days to investigate Your complaint or question. For new accounts, WB may take up to 20 business days to credit Your account for the amount You think is in error.

 

WB will tell You the results of its investigation within 3 business days after completing the investigation. If WB decides that there was no error, WB will send You a written explanation. You may ask for copies of the documents that WB used in its investigation.

 

O. Your Liability for Unauthorized Electronic Funds Transfers (Consumer Accounts Only). This section applies only to transactions from consumer accounts.

 

If You tell WB within 2 business days after You learn of the loss or theft of Your access codes involving a consumer account, You can lose no more than $50.00 if someone used them without Your authority.

 

If You do NOT tell WB within 2 business days after You learn of the loss or theft of Your access codes, and

WB can prove that it could have stopped someone from using them without Your authority if You had told

WB, Your liability is limited to $500.00.

 

Also, if Your statement for a consumer account shows payments covered by this Agreement that You did not make or authorize, tell WB at once. If You do not tell WB within 60 days after the statement was mailed to You, You may not get back any money lost after the 60 days if WB can prove that it could have stopped someone from taking the money if You had told WB in time.

 

If a good reason (such as a long trip or hospital stay) kept You from telling WB, WB will extend the time periods for a reasonable period of time.

 

P. Notify WB Immediately for Unauthorized Transactions or Lost or Stolen PIN. Tell WB AT ONCE if You believe Your Personal Identification Number ("PIN") has been lost, stolen or otherwise compromised or used without Your authorization. Be sure to keep Your PIN to Yourself; this number is an important means of protection for You. Do not write it on Your personal computer or any computer materials, or any other access device. Never lend it to anyone. Contact WB immediately if You believe that an unauthorized person has obtained access to Your PIN. The telephone is the fastest way to alert WB that someone may be using Your PIN without permission. You may call WB at 1-877-204-5019. You could lose all the money in so make sure that you contact Customer Care immediately.

 

If you cannot telephone, write WB at the following address:

Waterfield Bank

Customer Service Center

P.O. Box 19503

Irvine, CA  92623-9928

 

Q. Limits of WB's or WFS' Responsibilities. In connection with the Services, WB, or WFS, as the Agent, will act pursuant to Your instruction, which incorporates by reference the Terms and Conditions and the Website Agreement of this Banking Center. If Your instructions are, in WB's or WFS's sole judgment (as applicable), incomplete, contradictory or confusing,WB or WFS(as the case may be)  may take no action and seek Your further instruction, clarification, consent or a court order, and WB or WFS will not be liable to You in that event.

 

As part of the Services, when WB or WFS (as applicable) interacts with other financial institutions on Your behalf we may use transfer and security procedures agreed between us and the other financial institution. You agree that Your transfer instructions constitute authorization for us to complete the transfer, regardless of the actual process used. WB or WFS (as applicable) may authorize any financial institution at which You have an account to accept funds and transfer instructions without verifying the instructions under the established security procedures. WB or WFS (as the case may be) may authorize such financial institutions to charge and debit Your accounts based solely on these communications.

 

If funds transfer instructions identify a bank or beneficiary by name and account number, the relevant financial institution may execute those instructions by reference to the number only, even if the number does not correspond to the name. You understand that such financial institutions may not investigate discrepancies between names and numbers. In addition, You agree that WB or WFS, as applicable, has no responsibility to investigate discrepancies between names and numbers.

 

WB or WFS, as applicable, have other limitations on their liability to You under other provisions of these Terms and Conditions. We urge You to read the Terms and Conditions carefully so You understand them before You agree to them.

 

ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEITHER WB NOR WFS, (ACTING IN ANY CAPACITY HEREUNDER) CAN ASSURE YOU THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THIS WEBSITE WILL BE FREE OF VIRUSES, DESTRUCTIVE ELEMENTS OR CONTAMINATION. EXCEPT AS EXPRESSLY SET FORTH ON OUR WEBSITE OR IN THIS AGREEMENT, WB AND WFS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

 

WB AND WFS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

 

NEITHER WB NOR WFS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SERVICES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WB OR WFS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

R. Business Days. Our business days are Monday through Friday. Federal holidays are not business days.

 

S. Non-proprietary ATMs. When You initiate an electronic fund transfer or make a balance inquiry at an ATM that is not owned or operated by Waterfield Bank, a fee may be imposed. Also, a fee may be charged by the network used to complete the transaction. For more information about ATM fee reimbursements, see the ATM FEE REIMBURSEMENTS PAGE.

 

End of "Electronic Funds Transfer (EFT) Disclosure."

 

VIII.  BILL PAY TERMS AND CONDITIONS Top of page

 

The following agreement in this Section VIII (the "Agreement") represents the terms and conditions governing the Bill Pay Service and is between Online Resource Corporation ("ORCC") as the provider of the Bill Pay Service, and You as a user of the Bill Pay Service. Any references to "we", "us" or "our" in this Section VIII means ORCC, and any references to "You", "Your" or "Yours" includes You and any person authorized by You to access the Bill Pay Service. WB's role in connection with the Bill Pay service is to act, at times, only as the servicer of the Bill Pay Service.

 

You may direct WB to make payments from Your checking account to third parties ("payees") whom You have selected in advance to receive payment if You subscribe to the Bill Payment Service (the "Service"). You may make payments through the Service to any business, merchant, or professional that generates a bill or invoice for products or services provided to You on Your behalf and that has an address the Service can verify ("Business Payee"). You may also make payments through the Service to individuals, family, or friends for non-business purposes ("Individual Payees"). Although You will not be asked to designate Your payees as "Business" or "Individual" when You enter them on the Service, the Service reserves the right, in the Service's sole discretion, to determine at any time into which category a payee falls. Payments may be made only to payees with a U.S. payment address. Payments may also be made to payees located in the Armed Forces postal codes but they are not covered under the Bill Payment Guarantee. You may not make a payment of alimony, child support, taxes, or other governmental fees or court-directed payments through the Service.

 

A. Using the Service. To use the Service, You must provide information online to WB that identifies Your payees. You must provide sufficient information about a payee to permit WB to properly direct a payment and permit the payee upon receipt of a payment to identify You as the payment source. If You have any questions regarding the Bill Payment Service or ever need assistance with the Bill Payment process, You can contact a Bill Payment Customer Service Representative at 1-888-503-1175. Representatives are available 7 days a week, 24 hours a day.

 

B. Types of Bill Payments. You will be able to set up the following types of bill payments:

1. Single Payment. You may schedule a payment to be made one time to a payee. The payment may be scheduled to be made at a future date or on the next business day (a "Next Day Payment") that You enter the payment information on the Service. A Next Day Payment must be scheduled by 12:00 p.m. Eastern Time on a business day in order for the payment to be initiated (deducted from Your account) on the next business day.

2. Recurring Payment. You may schedule payments to payees to be automatically initiated in a fixed amount on the same date every month to a fixed payee for a fixed period of time. These payments may be weekly, bi-weekly, semi-monthly, monthly, quarterly, semi-annually and annually. Weekly payments can be set up to occur on any business day of the week. Monthly payments can be set up to occur on any day of the month. Those payments set up for the 29th, 30th or 31st day of the month will be processed on the first business day that follows the end of the month for those months with less than the required number of days. Semimonthly payments can be set up to occur on any two days of the month. As for monthly payments, if the process date is invalid or falls on a non-business day, then the Bill Payment Service will process the request on the earliest possible date after the original date has passed. Recurring payments will start on the first valid date after the date that they are entered onto the system. Payments set up with a recurring processing date that matches the current date may not be processed with today's date.

 

C. Scheduling Payments. Before scheduling a payment to a payee, the payee must be set up on the Service. To set up a payee:

1. Select the "Payments" button,
2. Select "Payees" from the Payments menu,
3. Select "Add Payee,"
4. If Your payee is not listed under Option A, then click the button under Option B "Add My Own" and enter the information as requested, and then
5. Click "Add Payee".

 

To electronically schedule a payment:

1. Select "Payments from the menu,"
2. Select the payee from the payee menu,
3. Enter the amount of the payment, and
4. Enter the payment date.

 

You will be provided a confirmation number for each payment You schedule using the Service. This number is available on the Payment History screen under the Payments menu if You need to refer to it in the future. The confirmation number will help the Service resolve any questions You may have concerning Your transactions. You may not schedule duplicate payments. A duplicate payment is one that is scheduled to be made to the same payee on the same day for the same amount. A duplicate payment is different from a Recurring Payment, which is scheduled for the same day of different months. You also may not schedule multiple single payments to the same payee. A single payment to a payee must be initiated (deducted from Your account) before an additional single payment can be scheduled to the same payee. For security reasons, You may not schedule any one payment over $25,000 to any one payee on the same business day. This amount may be changed by ORCC at any time.

 

D. Multiple Payments. You may schedule multiple payments to different payees by selecting the "Multiple Payments" option from the Payments menu.

 

E. Delivery of Your Payments. You may schedule payments to be initiated on the day after You enter the payment information, on a future date or on the same date each month, subject to the restrictions in this Agreement. Although You can enter payment information through the Service 24 hours a day, 7 days a week, payments can be "initiated" only on business days. The date on which the payment is to be "initiated" is the date on which funds are to be deducted from Your account. This date is referred to as the Process Date in this Agreement. After funds are withdrawn from Your account, the Service may remit Your payments by mailing Your payee a check drawn on an account WB maintains for this purpose, by electronic funds transfer or by other means. Because of the time it takes to transmit Your payment to the payee, they will not receive payment on the Process Date (the date You instructed WB to deduct the funds from Your account). Therefore, in order to provide sufficient time for payments to be received by Your payee, the Process Date should be a date at least 2 business days before the bill's actual due date for Business Payees (electronic) payments and 5 business days for individual (check) payments. WB will not be responsible for any loss You may incur as a consequence of late payment if Your Process Date was not at least 2 business days prior to the bill's actual due date or 5 business days for check payments.

 

F. Payment Guarantee. The Payment Guarantee covers late fees and finance charges for properly scheduled payments. Payments should be scheduled for 2 or 5 business days prior to the Due Date, excluding grace periods that may be extended by the payee. Mortgage payments should be scheduled on or before the Due Date, excluding grace periods. Although the bill payment service cannot guarantee the actual delivery or posting date of the payment, fees incurred for late delivery will be covered under this guarantee if the payee is unable to remove the fees for any reason. For more information about the "Payment Guarantee", go to the FAQs in Online Help.

 

G. Modifying or Deleting Payments. - Single Payments, you may modify or delete a single payment up until 12:00 p.m. Eastern Time on the business day before the process date. To modify or delete a single payment:

 

1.  Select "Pending Payments" from the Payments menu,
2.  Select the payment amount or payment date that You wish to modify or delete, and
3.  Enter changes and click "Modify" or select "Delete" to delete the payment. If You clicked delete, You will be asked to confirm Your instruction to delete by clicking yes or no.

 

You will receive a confirmation number when Your payment has been modified or deleted. The confirmation number will help WB resolve any questions You may have concerning Your transactions. For payment changes, this number is available on the Payment History screen under the Payments menu if You need to refer to it in the future. If You have deleted a payment, please write the number down when You receive it. A deleted payment will not appear on Your Payment History.

 

H. Recurring Payment. You may modify or delete a recurring payment up until 12:00 p.m. Eastern Time on the business day before t he payment date. To modify or delete a recurring payment.

 

1.  Select "Pending Payments" from the Payments menu,
2.  Select "Payment Center" and then select the amount or date of the payment that You wish to change or delete, and
3.  Enter the changes and click "Change" or click "Delete" to delete the payment.

 

Payment modification can be made to dollar amount, date, frequency, and memo description, however NOT to vendor, payment type or payment method fields. If You selected delete, You will be asked to confirm Your instruction to delete by selecting yes or no. You will receive a confirmation number when Your payment has been modified or deleted. The confirmation number will help us resolve any questions You may have concerning Your transactions. For payment changes, this number is available on the Payment History screen under the Payments menu if You need to refer to it in the future. If You have deleted a payment, please write the number down when You receive it. A deleted payment will not appear on Your Payment History.

 

I. WB's Responsibility to You. WB will be responsible for Your actual losses if they were directly caused by WB's failure to:

•  Complete a Bill Payment as properly requested.
•  Cancel a Bill Payment as properly requested.

 

However, WB will not be responsible for Your losses if:

•  Through no fault of WB, You did not have enough money in Your account to make the transaction.
•  Through no fault of WB, the transaction would have caused You to exceed Your available credit.
•  The money in Your account was attached, subject to legal process, or was blocked in some other way.
•  You knew there was a technical malfunction in the Service and You used it anyway.
•  Circumstances beyond WB's control, or a natural disaster such as a flood or fire, prevented the transaction from taking effect.

 

J.  Canceling Bill Payment Service. You may cancel Your use of the Service at any time by sending an electronic message (see below) or request to WB, or call Customer Service Center (see Section VIII. O., below). If You notify WB by telephone, WB may request that You put Your request in writing. WB cannot cancel the Service until all pending payments have cleared. If You have pending payments and do not want to wait for them to clear, You may individually delete these future payments. You will not receive a refund of any service fee earned if You cancel. WB may cancel the Service, in whole or in part, at any time without prior notice. Cancellation shall not affect Your liability or obligations under this Agreement or Your obligations to Your payees.

 

K. Equipment. You are responsible for obtaining, installing, maintaining and operating all computer hardware and software necessary for the Bill Payment Service. WB will not be responsible for any errors or failures from the malfunction or failure of Your hardware or software or electrical or communications systems.

 

L.  Online Bill Payment Fees - Personal Banking. Please see the FEES PAGE on this Banking Center website for current specifics concerning Bill Payment Fees.

 

M. Online Bill Payment Fees - Business Banking.

 

Please see the FEES PAGE on this Banking Center website for current specifics concerning Bill Payment Fees.

 

N. Changes in Terms/Fees. We may change the Bill Payment Service and the terms and conditions, including fees, set forth in this Agreement at any time. You will be notified of any such change as required by applicable law, either by mail or by an electronic message. You understand that by using the Bill Payment Service after a change becomes effective You have agreed to it.

 

O. Electronic Messages. Because normal internet e-mail transmissions may not be secure, You agree to contact WB electronically only through Secure Bank Mail, accessible on this Banking Center's toolbar. You also agree to receive communications regarding Your account electronically to the email address You provide and will no You will receive a confirmation number when Your payment has been modified or deleted. The confirmation number will help WB resolve any questions You may have concerning Your transactions. For payment changes, this number is available on the Payment History screen under the Payments menu if You need to refer to it in the future. If You have deleted a payment, please write the number down when You receive it. A deleted payment will not appear on Your Payment History.

 

Waterfield Bank

Customer Service Center

P.O. Box 19503

Irvine, CA  92623-9928

 

 

P. Electronic Funds Transfer (EFT) Act. The Electronic Funds Transfer Act provides consumers with certain rights and responsibilities with respect to certain transfers, called "Electronic Funds Transfers." Before You complete Your first bill payment, You must read Section VII of these Terms and Conditions (the Electronic Funds Transfer (EFT) Disclosure section) above, which is incorporated herein by reference, which explains Your rights and responsibilities under the Electronic Funds Transfer Act.

 

Q. Notify WB Immediately for Unauthorized Transactions or Lost or Stolen PIN. Tell WB AT ONCE if You believe Your Personal Identification Number ("PIN") has been lost, stolen or otherwise compromised or used without Your authorization. Be sure to keep Your PIN to Yourself; this number is an important means of protection for You. Do not write it on Your personal computer or any computer materials, or any other access device. Never lend it to anyone. Contact WB immediately if You believe that an unauthorized person has obtained access to Your PIN. The telephone is the fastest way to alert WB that someone may be using Your PIN without permission. You may call WB at 1-877-204-5019. You could lose all the money in Your account so make sure that You contact Customer Care immediately.

 

If You cannot telephone, write WB at the following address:

 

Waterfield Bank

Customer Service Center

P.O. Box 19503

Irvine, CA  92623-9928

 

 

Notifying WB Quickly Limits Your Responsibility!

 

R. Business Days. WB's normal business days are Monday through Friday, except for federal holidays.

 

S. Account Statements. Except as noted elsewhere in these Terms and Conditions, You will receive a monthly account statement for Your deposit accounts, showing, among other things, Your bill payments.

 

T. Limit of WB's Responsibility. WB agrees to make reasonable efforts to ensure full performance of the Bill Payment Service. WB will be responsible for acting only on those instructions sent through the Bill Payment Service which are actually received and cannot assume responsibility for malfunctions in communications facilities not under WB's control that may affect the accuracy or timeliness of messages You send. Neither WB nor any affiliate of WB (including, but not limited to, WFS) is responsible for any losses or delays in transmission of instructions arising out of the use of or caused by any browser software. Neither WB nor any affiliate of WB is responsible should You give incorrect instructions or if Your payment instructions are not given sufficiently in advance to allow for timely payment or delays in mail service.

 

Any information You receive from WB is believed to be reliable. However, it can only be provided on a best­efforts basis for Your convenience and is not guaranteed. Neither WB nor any Bank affiliate of WB is liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any investment or other decision made using this information.

 

Neither WB nor its affiliates is responsible for any computer virus or related problems which may be

attributable to services provided by any internet service provider.

 

U. Severability. In the event any one or more of the provisions of this Agreement with ORCC shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable.

 

V. Information Authorization.

 

You agree that the Service reserves the right to obtain financial information regarding Your account from a merchant or financial institution to resolve disputes or payment posting problems.

 

W. Disputes. In the event of a dispute regarding the Service, You and the Service agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between You and ORCC which supersedes any proposal or prior agreement, oral or written, and any other communications between You and ORCC relating to the subject matter of this Agreement. If there is a conflict between what one of WB's employees says and the terms of this Agreement, the terms of this Agreement shall control. You agree that You will resolve any dispute or claim You have under this Agreement by means of binding arbitration under the rules of commercial arbitration of the American Arbitration Association ("AAA") to be heard in Orange County, California, by a single qualified independent arbitrator selected by the AAA.

 

X. Assignment. You may not assign this Agreement to any other party. Both ORCC and/or WB may assign this Agreement to any successor, or other person or entity or to any future, directly or indirectly, affiliated company. WB may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties without Your knowledge or consent.

 

Y. No Waiver. Neither ORCC nor WB shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by such party. No delay or omission on the part of such party in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

 

Z. Captions. The captions of Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions for this Agreement.

 

AA. Governing Law. This Agreement shall be governed by the laws of the State of Maryland and, where applicable, by federal law.

 

End of "Bill Pay Terms and Conditions."

 

 

IX.  MONEY HQ SERVICES AGREEMENT Top of page

 

A. General.

 

1. Terms and Conditions. The following agreement in this Section IX (the "Agreement") represents the terms and conditions governing the Money HQ Service and is between Online Resource Corporation ("ORCC") as provider of the Money HQ Service, Waterfield Financial Services, Inc., Your Agent and You as a consumer of the Money HQ Service. Any references to "we", "us" or "our" in this Section IX includes ORCC or any agent, independent contractor, designee, or assignee that ORCC involves (which may include WFS but shall not include WB) in the provision of the Money HQ Service, and any references to "You", "Your" or "Yours" includes You and any person authorized by You to access the Money HQ Service. WB's role in connection with the Money HQ service is only that of servicer. To use the Money HQ Service You must be at least eighteen (18) years old and be a resident of the United States.

 

This Agreement includes the information and obligations as set forth below. Please review to ensure that You understand the full scope of rights and responsibilities associated with the Money HQ Service.

 

2. Acceptance. You must click on the "I Agree" button below in order to be eligible to use the Money HQ Service. If You do not agree to all of the terms of this Agreement, click on the "I Disagree" button or close the browser window. If You do not click on the "I Agree" button, You will not be bound by this Agreement and You will not incur any fees or obligations with respect to the Money HQ Service.

 

When You click on the "I Agree" button, You will complete an application to receive the Money HQ Service, and will indicate Your acceptance of this Agreement. At that time, this Agreement will represent a legally binding agreement between You and us. We may reject Your application for any reason, and if we do, the legally binding agreement between You and us will be terminated, and neither party will have any obligation under this Agreement.

 

3. Changes. At any time we will have the right to change the terms of this Agreement, but we must notify

You of any material change through the communication methods listed below. If You continue to use the

Money HQ Service after we notify You of any change, that will be deemed to constitute Your acceptance of

the changes to this Agreement and You will thereby agree to be bound by the amended Agreement.

 

In addition, we may make changes to the types and features of the Money HQ Service. At the time any new features are offered, we may evaluate Your suitability for those new features, and if we determine that You are not eligible, then those new features or services will not be made available to You. If You are not eligible, You will not be subject to any fees or obligations under those new features or services. We reserve the right to charge additional fees for the use of the any additional features that we may introduce. You are responsible for paying all fees associated with Your continued use of the Money HQ Service.

 

4. Electronic Communications. The Money HQ Service is an electronic, internet based-service. This Agreement will be entered into electronically, and all communications associated with this Agreement and the Money HQ Service may be provided by electronic means and will be considered to be "in writing", including:

 

•  This Agreement and any amendments, modifications or supplements to it.
•  Your records of funds transfers and other transactions through the Money HQ Service, including without limitation confirmations of individual transactions.
•  Any initial, periodic or other disclosures or notices provided in connection with the Money HQ Service, including without limitation those required by federal or state law.
•  Any customer service communications, including without limitation communications with respect to claims of error or unauthorized use of the Money HQ Service.
•  Any other communication related to the Money HQ Service.

 

Although we may provide communications to You in paper format at any time, You agree that we are under no obligation to do so. You should print a paper copy of this Agreement and any electronic communications that are important to You and retain the copy for Your records.

 

5. Delivery of Communications. Communications to You may be posted on the pages of the Money HQ Service website, another website disclosed to You or delivered to the e-mail address You provide to us. Any electronic communication sent by e-mail will be deemed to have been sent and received by You when our e-mail server directs the e-mail message to the appropriate e-mail address, whether or not You received the e-mail.

 

If any communication is sent in paper form by traditional mail, it will be deemed to have been sent when postmarked and will be deemed to have been received no later than 5 business days (defined below) after it was postmarked.

 

6. Canceling Money HQ Service. You may cancel Your use of the Service at any time by sending an electronic message or request to WB, or call WB. If You notify WB by telephone, WB may request that You put Your request in writing. WB cannot cancel the Service until all pending payments have cleared. If You have pending payments and do not want to wait for them to clear, You may individually delete these future payments. You will not receive a refund of any service fee earned by us if You cancel. WB may cancel the Service, in whole or in part, at any time without prior notice. Cancellation shall not affect Your liability or obligations under this Agreement or to Your payees.

 

7. Money HQ Features. The Money HQ Service is the next generation of on-line personal finance management. With our fully interactive Money HQ service (the "Money HQ Service") You may perform any of the following functions:

 

•  Aggregate information from all Your online financial accounts;
•  Electronically transfer funds between any of Your bank accounts opened through Waterfield Bank and accounts opened at other financial institutions;
•  Electronically send funds to another person who has an account at WB or another financial institution;
•  Consolidate, organize and present bill information from credit card companies, utilities and other
organizations offering online viewing of bills; and
•  Receive balance and due date alerts.

 

Some of these features may not be available, or may have limited functionality, due to limits of applicable law, our ability to obtain on-line financial information from other financial institutions, and the terms and conditions contained in the agreements governing Your existing account.

 

8. Aggregation of Online Financial Accounts. You may use Your Money HQ Service to consolidate, organize and present certain information from Your bank accounts at and with third parties such as other banks, credit unions, brokerages, credit card providers, billers, and other sources of financial information ("Information Providers") on secure web pages. For each of Your registered accounts on the Service You will need to provide Your User ID, password and/or personal information numbers ("PINs") so that we can retrieve Your account information. Based upon Your setup instructions for each account, the information can be retrieved on a daily, on-login or on-demand basis.

 

9. Funds Transfers. You may use Your Money HQ to make transfers between one of Your bank accounts and one of Your accounts at another financial institution. You may also use the Service to send money from one of Your Bank accounts to another person by email, whether the recipient's account is held at WB or another financial institution.

 

10. Presentment of Bills. You may use Your Money HQ Service to consolidate, organize and present bill information from other service providers that offer on-line account information. Based upon our capability to access and aggregate online financial account information about Your service provider accounts, a summary of Your bill will be displayed on Your Money HQ Service if the account has an amount due greater than zero and the due date is in the future or a limited number of days in the past.

 

11. Alerts. You may use Your Money HQ Service to create email alerts about Your on-line financial information. The alerts may be based upon going above or below a balance threshold or a due date for a bill.

 

12. Setup of the Service. To begin using Your Money HQ Service, there are some preliminary legal and informational requirements that need to be completed. If You have any questions regarding the Money HQ Service or need assistance in setting up Your service, You may contact a Customer Service Representative at 888-503-1175. Representatives are available 7 days a week, 24 hours a day.

 

13. Account Information. It is necessary for us to access third party Websites and databases containing information regarding Your accounts and financial relationships to provide certain of the features included in the Money HQ Service. We regard Your privacy and security with the utmost importance, and we are absolutely committed to safeguarding any information that You share with us.

 

14. Test Transactions. Once You are approved for the Money HQ Service we may verify the accounts that You add to the Money HQ Service for transfers from time to time. We may use one or a combination of two methods to verify account ownership.

 

You authorize us to validate the accounts through the use of a test transfer, in which one or more low value payments will be both deposited to and deducted from the account. The test deposit will always occur before the test deduction, and the deduction will always be of the same or lesser amount as the deposit, so that the balance in any of Your accounts will never be less than the actual balance. Once the test transfer is complete we may ask You to access Your accounts to tell us the amount of the test deposit or deduction or any additional information reported by Your financial institution with this test transfer.

 

We may also verify accounts through requiring the entry of information You ordinarily use to access the account provider's Website, or by requiring You to submit proof of ownership of the account.

 

15. Privacy and Security. You can see a full description of our privacy and security policies by clicking on the "Privacy Policy" and "Security Policy" links on the help page for the Money HQ Service. As is more fully described in the "Security Policy" link, we have multiple levels of security that have been designed especially for us and all of Your personal and financial information will be placed on a secure portion of our website. We do not use any persistent "cookies" on the browser to store any personal information.

 

As discussed in more detail in the "Privacy Policy, "we will only disclose information to third parties about Your account or the transfer You make:

•  Where it is necessary for completing transfers, or
•  In order to verify the existence and condition of Your account for a third party, such as credit bureau or merchant, or
•  In order to comply with government agency or court orders, or
•  If You give us Your written permission.

 

16. Errors and Corrections. We must rely on the information provided by You to provide the Money HQ Service, and other financial institutions and service providers rely on that information as well. If You provide us with incorrect information or if there is any error in Your instruction, we will make all reasonable efforts to reverse or delete such instructions, but we may not be able to do so.

 

17. Schedule of Fees. For each next day transfer, You will be assessed an additional fee of $7.95. This fee will be debited from Your account at the time of transfer.

 

18. Payment Authorization. You authorize us to deduct all applicable fees that You incur for the Money HQ Service ("Fees") from Your primary account held with WB. The monthly service fee and any standard transfer fees will be deducted from Your account at the end of each month. For next day transfers, the fee will be deducted from the account You are transferring funds from at the time of the transfer. In the event that an insufficient or uncollected funds return occurs in connection with a funds transfer and we cannot collect the fee, we reserve the right to deduct the uncollected amount from Your other accounts. To effect this collection, You authorize us to debit any of Your accounts held with us. If You do not have sufficient funds in Your accounts with us to pay for any Fees or any other amounts when they become due, You authorize us to select any means necessary to collect the Fees. You understand that to effect the collection of Fees or other amounts we may utilize electronic funds transfer networks to deduct the amount from any of Your accounts connected to the Money HQ Service from which You are authorized to transfer funds.

 

B. Authorizations.

 

1. Access. In order for us to provide the Money HQ Service, we will request certain information from You (such as user IDs, passwords, account numbers) regarding Your accounts and financial relationships that You designate to be part of the Money HQ Service ("Third Party Accounts"). In addition, we will need to access third party Websites and data bases containing information regarding Your Third Party Accounts to perform certain of the Money HQ Services. You authorize us to:

 

a.  use any information You provide to us about Your Third Party Accounts,
b.  access any Third Party Accounts,
c.  retrieve any information from the providers of those Third Party Accounts and
d.  use any information we obtain about Your Third Party Accounts as You request or as necessary to perform the Money HQ Services.

 

2. Agency. For as long as You are using the Money HQ Service, You grant us a limited power of attorney and appoint us as Your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for You and in Your name, place and stead, in any and all capacities, in connection with Your accounts at Waterfield Bank, any Participating Bank, and any Third Party Accounts. As Your agent, You grant us the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the Money HQ Service, as fully to all intents and purposes as You might or could do in person. You understand that we may provide certain of Your information to third parties in connection with providing the Money HQ Service, such as may be required to verify funds transfer instructions.

 

3. Joint Accounts. If any of the accounts that You register under the Money HQ Service is a joint account, You confirm that Your joint account holder has consented for You to use that account with the Money HQ Service. We will end Your use of the Money HQ Service if any joint account holder notifies us that:

 

a.  they never consented to Your use of the Money HQ Service,
b.  the joint account can no longer be operated on Your instructions alone, or
c.  they are withdrawing consent for You to operate the joint account.

 

4. Additional Information. We may obtain such additional information as we deem reasonably necessary to insure that You, or persons to whom You may transfer funds, are not using the Money HQ Service in violation of applicable law, including laws and regulations designed to prevent "money laundering" or the transfer of funds to or from persons or organizations whose accounts are blocked under regulations of the Office of Foreign Asset Control ("OFAC") of the United States Treasury Department.

 

C. Terms Specific to Funds Transfers.

 

1. General Limitations. We reserve the right to decline to affect any funds transfer, to submit any funds transfer instructions or orders or to carry out change or cancellation requests. Some of the funds transfer services may not be available at all times. For example, the Money HQ Service will process requests for transfers Monday through Friday, excluding holidays that we observe ("Business Days"). Please ensure that You have sufficient funds to affect any funds transfers from Your accounts; if You lack sufficient funds we can refuse to complete the transfer. We may at any time decline to affect any funds transfer that we believe may violate applicable law. In addition, not all types of accounts are eligible for funds transfer because of legal limitations and restrictions imposed by the institution providing the account. Be sure to check with Your financial institution for restrictions regarding transfers among Your retirement (401k, IRA, etc.), savings, trusts, loans, custodial, business, corporate and other account types. We are not responsible for any costs or losses incurred from fund transfers that are not permitted under such restrictions by the provider of Your account or those imposed by applicable law.

 

2. Transfers Subject to the Rules of the Accounts. All funds transfers under the Money HQ Service are subject to the rules and regulations governing the relevant accounts. There may be rules that limit the number or dollar amount of permitted transfers, and we will not be responsible for any consequences that occur if You attempt to make transfers in excess of those limits. You agree not to use the Money HQ Service to effect any funds transfers from or to an account that are not allowed under the rules or regulations applicable to such accounts, including rules or regulations designed to prevent the transfer of funds in violation of the rules and regulations of the OFAC.

 

3. Money HQ Service Transfer Limits. In general, the Money HQ Service does not limit the number of funds transfers You may make, but does limit the dollar amount that may be transferred in a single transfer or that may be transferred in a set period of time. For security and risk management reasons, from time to time we may modify the limits to the frequency or amount of transfers You can make using the Money HQ Service. In any event, funds transfers in excess of the then-applicable limits will not be completed.

 

4. Transfer Process. To complete a funds transfer between accounts at different financial institutions we utilize electronic funds transfer networks to debit (deduct from) one of Your accounts and credit (deposit to) another of Your accounts or an account of the intended transfer recipient. To transfer funds, we deduct the amount to be transferred from the source account and then wait for a customary period of time before depositing the transfer into the destination account, to be certain that the debit (deduction) will not be returned. This means that, under most circumstances, transferred funds will not be available to the recipient for the period during which we are waiting for the debit to "clear", usually 3 or 4 Business Days. If the debit side (deduction) fails or is returned for any reason (insufficient funds, for example), we will be entitled to cancel the transaction and not complete the transfer. Because we don't always wait for confirmation before completing a funds transfer, it is possible for the debit side (deduction) of the transfer to fail or be returned and the credit side (deposit) to have already been released. If that occurs, You authorize us to revoke the transfer, if possible, or to separately deduct the amount of the transfer from the transfer destination account. If the funds transfer was sent to an account outside of Your control, You authorize us to deduct the amount from any of Your accounts that is attached to the Money HQ Service.

 

You understand and agree that in the event we are unable to execute Your funds transfer request utilizing electronic funds transfer networks, we may utilize other established payment mechanisms in order to complete Your funds transfer instructions, such as wire transfer or check.

 

If You have requested a funds transfer from one of Your accounts to a third person recipient, You must provide us with a true, correct, and current email address for that person. We will contact the recipient and request certain information, such as the account number and financial institution into which the funds are to be transferred. If the recipient fails to provide adequate information, we will notify You and cancel the transfer.

 

5. Suspension and Reinstatement of Funds Transfer Service. We may suspend Your right to use the funds transfer features of the Money HQ Service, immediately and without prior notice to You. We may need to take this action to protect ourselves from financial loss, for example if You request funds transfers when You have insufficient funds to cover the transfer. In the event of such suspension, You may request reinstatement of Your service by contacting WB. We reserve the right in our sole discretion to grant or deny reinstatement of Your use of the funds transfer features of the Money HQ Service. In the event we agree to reinstate You, we reserve the right to initially reinstate Your Service subject to restrictions that otherwise would not apply, such as lower per-transaction and monthly dollar limits. Based upon Your subsequent usage of the Money HQ Service, we may thereafter rescind some or all of those limitations.

 

6. Electronic Funds Transfer (EFT) General Disclosure. The Electronic Funds Transfer Act provides You with certain rights and responsibilities with respect to certain transfers, called "Electronic Funds Transfers." Before You register for Money HQ, You must read this Electronic Funds Transfer (EFT) Disclosure located in Section VIII of the Terms and Conditions, (which is incorporated herein by reference) which explains Your rights and responsibilities under the Electronic Funds Transfer Act.

 

7. Notify WB Immediately for Unauthorized Transactions or Lost or Stolen PIN. Tell WB AT ONCE if You believe Your Personal Identification Number ("PIN") has been lost, stolen or otherwise compromised or used without Your authorization. Be sure to keep Your PIN to Yourself; this number is an important means of protection for You. Do not write it on Your personal computer or any computer materials, or any other access device. Never lend it to anyone. Contact WB immediately if You believe that an unauthorized person has obtained access to Your PIN. The telephone is the fastest way to alert WB that someone may be using Your PIN without permission. You may call WB at 1-877-204-5019. You could lose all the money in Your account so make sure that You contact Customer Care immediately. If You cannot telephone, write WB at the following address:

 

D. Your Warranties. You warrant and represent that the information You are providing us with is true, correct and complete. We are not obliged to take any steps to confirm or authenticate any instructions given by You and, assuming they are permitted under the Money HQ Service, we will act on them without getting further confirmation.

 

You understand that if You provide us with incorrect information or if there is any error in Your instruction, once we are informed by You of such error, we will make all reasonable efforts to reverse or delete such instructions, but You accept full responsibility for losses resulting from any of Your errors, duplication, ambiguities or fraud in the information that You provide. In addition, if any information You provide is untrue, inaccurate, not current or incomplete, we may recover from You any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.

 

You agree not to impersonate any person or use a name that You are not authorized to use. You represent and warrant to us that You have the right to authorize and permit us access to Your Third Party Accounts. You assure us that by disclosing the information to us and by authorizing us to use such information to access Your Third Party Accounts, You are not violating any third party rights.

 

You agree to promptly update Your registration records if Your e-mail address or other information changes.

You agree to update Your records, such as Your e-mail address, using the Money HQ Service through the

Profile section of the Service.

 

You warrant that You will not use the Money HQ Service for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this Agreement or by any applicable law or regulation. You further warrant and represent that You will not use the Service in any manner that could damage, disable, overburden, or impair the Money HQ Service or interfere with any other party's use and enjoyment of the Money HQ Service.

 

You represent and warrant to us that You have enough money in the applicable accounts to make any funds transfer You request that we make on Your behalf through the Money HQ Service.

 

E. Our Liability.

 

If we do not provide a funds transfer instruction on time, if we cause an incorrect amount to be removed from an account or if we cause funds from an account to be transferred to any account other than the account or recipient's account specified in the applicable funds transfer instruction, we shall be responsible for returning the improperly transferred funds and/or for directing any misdirected funds to the proper account or intended recipient's account.

 

We are liable only for any losses and damages arising from our gross negligence or willful misconduct or if we breach a representation or warranty to You. However, our liability to You is limited. See "Limits of Our Responsibilities" below.

 

F. Limits of Our Responsibilities.

 

In connection with the Money HQ Service, WFS is acting at all times as Your Agent with respect to any interactions with third parties. Your relationship with each Third Party Account provider is independent of us, and You are ultimately responsible for any actions that we take on Your behalf while providing the

Money HQ Service. We have no control over, and will not be responsible for, any acts or omissions by the financial institution or other provider of any Third Party Account.

 

We are not liable for any costs, fees, losses or damages of any kind incurred as a result of:

•  our access to the Third Party Accounts;
•  our retrieval of or inability to retrieve information from the Third Party Accounts;
•  any inaccuracy, incompleteness or misinformation contained in content retrieved from the Third Party Accounts;
•  any charges imposed by the provider of any Third Party Account;
•  any failure of a third party financial institution's information technology system that results in our inability to retrieve information or complete a transfer; or
•  You not having enough money to make a funds transfer and the funds transfer is not completed or is later reversed.

 

As part of the Money HQ Service, when we interact with other financial institutions on Your behalf we may use transfer and security procedures agreed between You and the other financial institution or those agreed between us and the other financial institution. You agree that Your transfer instructions constitute authorization for us to complete the transfer, regardless of the actual process used. We may authorize any financial institution at which You have an account to accept funds and transfer instructions without verifying the instructions under the established security procedures. We may authorize such financial institutions to charge and debit Your accounts based solely on these communications.

 

If funds transfer instructions identify a bank or beneficiary by name and account number, the relevant financial institution may execute those instructions by reference to the number only, even if the number does not correspond to the name. You understand that such financial institutions may not investigate discrepancies between names and numbers. In addition, You agree that we have no responsibility to investigate discrepancies between names and numbers.

 

You are responsible for ensuring timely payment of all bills. We are not responsible for the accuracy of Your electronic bill(s); we only present the information we receive or retrieve from the party that is billing You. Any discrepancies or disputes regarding the accuracy of Your electronic bill summary or detail must be addressed with the party billing You. This Agreement does not alter Your liability or obligations that currently exist between You and any party whose bills You pay using the Money HQ Service.

 

EXCEPT AS EXPRESSLY SET FORTH ON OUR WEBSITE OR IN THIS MONEY HQ SERVICE AGREEMENT, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

 

WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MONEY HQ SERVICE, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE MONEY HQ SERVICE, THE ACCURACY OF ANY INFORMATION RETRIEVED BY US FROM ANY ACCOUNTS OR THAT THE MONEY HQ SERVICE WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

 

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE MONEY HQ SERVICE, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

G. Service Discontinuation.

 

We may discontinue the Service, with or without notice, without liability to You, any other user or any third party. We reserve the right, subject to applicable law, to terminate Your right to use the Service at any time and for any reason.

 

You may terminate Your use of the Money HQ Service at any time by contacting WB. Once Your use of the Money HQ Service has been terminated for any reason, You will have no further right or access to use the Money HQ Service, and thereafter we will not be responsible for performing or maintaining any feature of the Money HQ Service on Your behalf for any reason.

 

Once You notify us that You wish to cease using the Money HQ Service as provided in this Agreement and we have a reasonable opportunity to act on that notice, the limited power of attorney created by this Agreement is automatically revoked.

 

H.  Additional Terms and Conditions. The following additional terms and conditions apply to the Money HQ Services:

 

1. Indemnification. You agree to indemnify, defend and hold us harmless from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney's fees) arising from Your use of the Money HQ Service; our reliance on the information, instruction, license and/or authorization provided by You under or pursuant to this Agreement; or Your violation of this Agreement.

 

2. Business Days. WB's normal business days are Monday through Friday, except for federal holidays.

 

3. Account Statements. Except as otherwise noted in these Terms and Conditions, You will receive a monthly account statement for Your deposit accounts, showing, among other things, Your Money HQ transactions.

 

4. Limit of WB's Responsibility. WB agrees to make reasonable efforts to ensure full performance of the Money HQ Service. WB will be responsible for acting only on those instructions sent through the Money HQ Service which are actually received and cannot assume responsibility for malfunctions in communications facilities not under WB's control that may affect the accuracy or timeliness of messages You send. Neither WB nor any affiliate of WB (including but not limited to, WFS) is responsible for any losses or delays in transmission of instructions arising out of the use of or caused by any browser software. Neither WB nor any affiliate of WB is responsible should You give incorrect instructions or if Your payment instructions are not given sufficiently in advance to allow for timely payment or delays in mail service.

 

Any information You receive from WB is believed to be reliable. However, it can only be provided on a best-efforts basis for Your convenience and is not guaranteed. Neither WB nor any affiliate of WB is liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any investment or other decision made using this information.

 

Neither WB nor its affiliates is responsible for any computer virus or related problems which may be attributable to services provided by any Internet service provider.

 

Neither WB nor any affiliate of WB is responsible for any indirect, special, incidental or consequential damages arising in any way out of the use of the Money HQ Service. The maximum liability of WB and its affiliates for direct damages (in tort, contract or otherwise) arising in any way out of the use of the Money HQ Service shall be $50.

 

5. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable.

 

6. Disputes. In the event of a dispute regarding the Service, You and ORCC agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between You and ORCC which supersedes any proposal or prior agreement, oral or written, and any other communications between You and ORCC relating to the subject matter of this Agreement. If there is a conflict between what one of WFS's or WB's employees says and the terms of this Agreement, the terms of this Agreement shall control. You agree that You will resolve any dispute or claim You have under this Agreement by means of binding arbitration under the rules of commercial arbitration of the American Arbitration Association ("AAA") to be heard in Orange County, California, by a single qualified independent arbitrator selected by the AAA.

 

7. Assignment. You may not assign this Agreement to any other party. We, WFS and WB may assign this Agreement to any successor, other person or entity or to any future, directly or indirectly, affiliated company without Your prior knowledge or consent. WFS and WB may also assign or delegate certain of WFS and/or WB's rights and responsibilities under this Agreement to independent contractors or other third parties without Your knowledge or consent.

 

8. No Waiver. Neither ORCC, WB nor WFS shall be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by such party. No delay or omission on the part of such party in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

 

9. Governing Law. This Agreement shall be governed by federal law, and where applicable, by the laws of the State of Maryland.

 

End "Money HQ Terms and Conditions."

 

 

X.  WEBSITE AGREEMENT Top of page

 

Ownership of Site; Agreement to Terms of Use

 

These Terms and Conditions of Use (the "Terms of Use") apply to this Banking Center website located at this website, and all associated sites linked to this website (the "Site") by Waterfield Bank and, its affiliates, including but not limited to, Waterfield Financial Services, Inc.(together, "WB"). The Site is the property of WB and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

 

WB reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms and Conditions, at any time. It is Your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the Site following the posting of changes will mean that You accept and agree to the changes. As long as You comply with these Terms and Conditions, WB grants You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

 

Content

 

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained on this website is owned, controlled or licensed by or to WB, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

 

Except as expressly provided in these Terms and Conditions, no part of this website and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without WB's express prior written consent.

 

You may use information on WB products and services purposely made available by WB for downloading from this website, provided that You (i) do not remove any proprietary notice language in all copies of such documents, (ii) use such information only for Your personal, non-commercial informational purposes and do not copy or post such information on any networked computer or broadcast it in any media, (iii) make no modifications to any such information, and (iv) make no additional representations or warranties relating to such documents.

 

You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of this website or any Content, or in any way reproduce or circumvent the navigational structure or presentation of this website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through this website. We reserve the right to bar any such activity.

 

Access

 

You may not attempt to gain unauthorized access to any portion or feature of this website, or any other systems or networks connected to this website or to any WB server, or to any of the Services offered on or through this website, by hacking, password "mining" or any other illegitimate means.

 

You may not probe, scan or test the vulnerability of this website or any network connected to this website, nor breach the security or authentication measures on this website or any network connected to this website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to this website, or any Customer of WB, including any account not owned by You, to its source, or exploit this website or any service or information made available or offered by or through this website, in any way where the purpose is to reveal any information, including but not limited to personal identification or financial information, other than Your own information, as provided for by this website.

 

You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of this website or on WB's systems or networks, or on any systems or networks connected to this website or to WB.

 

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this website or any transaction being conducted on this website, or with any other person's use of this website.

 

You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to WB on or through this website or any service offered on or through this website. You agree not to pretend that You are, or that You represent, someone else, or impersonate any other individual or entity.

 

Use

 

You may not use this website or any Content for any purpose that is unlawful or that is prohibited by these Terms and Conditions or by applicable law or regulation, or to solicit the performance of any illegal activity or other activity which infringes the rights of WB or others.

 

Additional terms and conditions may apply to the use and purchase of goods or services and to specific portions or features of this website, all of which terms are made a part of these Terms and Conditions by this reference. You agree to abide by such other terms and conditions, including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and Conditions and the terms posted for or applicable to a specific portion of this website or for any service offered on or through this website, the latter terms shall control with respect to Your use of that portion of this website or the specific service.

 

WB's obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this website should be construed to alter such agreements.

 

Each of these policies may be changed from time to time and, unless otherwise noted herein, are effective immediately upon posting such changes on this website.

 

Accounts

 

Certain features or services offered on or through this website may require You to open an account (including setting up a user ID and password). You are entirely responsible for maintaining the confidentiality of Your account information, including Your password, and for any and all activity that occurs under Your account. You agree to notify WB immediately of any unauthorized use of Your account or password, or any other breach of security. However, You may be held liable for losses incurred by WB,, Waterfield Financial Services, Inc. ("WFS") or any other user of or visitor to this website due to someone else using Your user ID, password or account.

 

You may not use anyone else's user ID, password or account at any time without the express permission and consent of the holder of that user ID, password or account. Neither WB nor WFS can or will be liable for any loss or damage arising from Your failure to comply with these obligations.

 

Privacy

 

Our Privacy Policy applies to use of this website, and its terms are made a part of these Terms and Conditions by this reference. To view the Privacy Policy, click here Additionally, by using this website, You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information You send to this website may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, password information) is encrypted.

 

Links

 

This website may contain links to other independent third-party Websites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under our control, and WB is not responsible for, and does not endorse, the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make Your own independent judgment regarding Your interaction with these Linked Sites.

 

Our Rights

 

WB reserves the right to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to this website, or any portion of this website, for any reason; (ii) to modify

or change this website, or any portion of this website, and any applicable policies or terms; and (iii) to interrupt the operation of this website, or any portion of this website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

 

Although this website is accessible worldwide, persons who do not have residence in the United States of America may not utilize the Services offered on this website. WB reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on this website is void where prohibited. If You choose to access this website from outside the United States, You do so on Your own initiative, at Your own risk and You are solely responsible for complying with applicable local laws.

 

Your Other Agreements

 

You agree to indemnify and hold WB and their respective officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made by any third party due to or arising out of or in connection with Your use of this website.

 

WB may disclose any information we have about You (including Your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding Your use of this website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or of visitors to or users of this website, including Customers. We reserve the right at all times to disclose any information that WB deems necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose Your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes, subject to the terms of our Privacy Policy.

 

You acknowledge and agree that WB may preserve any transmittal or communication by You with WB through this website or any Service offered on or through this website, and may also disclose such data if required to do so by law or if we determine that such preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms and Conditions, (iii) respond to claims that any such data violates the rights of others, or (iv) protect the rights, property or personal safety of WB, their employees, users of or visitors to this website, and the public, subject to the terms of our Privacy Policy.

 

You agree that we may, in our sole discretion and without prior notice, terminate Your access to this website and/or block Your future access to this website if we determine that You have violated these Terms and Conditions or other agreements or guidelines which may be associated with Your use of this website. You also agree that any violation by You of these Terms and Conditions will constitute an unlawful and unfair business practice, and will cause irreparable harm to WB, for which monetary damages would be inadequate, and You consent to WB obtaining any injunctive or equitable relief that WB deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

 

You agree that WB may, in its sole discretion and without prior notice, terminate Your access to this website, for cause, which includes (but is not limited to) (i) requests by law enforcement or other government agencies, (ii) a request by You (self-initiated account closures), (iii) discontinuance or material modification of this website or any service offered on or through this website, or (iv) unexpected technical issues or problems.

 

If WB does take any successful legal action against You as a result of Your violation of these Terms and Conditions, WB will be entitled to recover from You, and You agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to WB. You agree that WB will not be liable to You or to any third party for termination of Your access to this website as a result of any violation of these Terms and Conditions.

 

You agree that all matters relating to Your access to or use of this website, including all disputes, will be governed by the laws of the United States and by the laws of the State of Maryland without regard to its conflicts of laws provisions. You agree to the arbitration provisions in the Terms and Conditions and, if not so covered by such provisions, to the personal jurisdiction by, and venue in, the state and federal courts in Montgomery County, Maryland, and waive any objection to such jurisdiction or venue. Any claim by You under these Terms and Conditions must be brought within 1 year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys' fees. In the event of any controversy or dispute between WB and You arising out of or in connection with Your use of this website, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then, if the dispute is not covered by the arbitration provisions of these Terms and Conditions, either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then, if the dispute is not covered by the arbitration provisions of these Terms and Conditions, the parties shall be free to pursue any right or remedy available to them under applicable law.

 

You agree not to use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on this website, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

 

If any of the provisions of these Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms and Conditions, so that these Terms and Conditions shall remain in full force and effect. These Terms and Conditions constitute the entire agreement between You, on the one hand, and WB, on the other hand, with regard to Your use of this website, and any and all other written or oral agreements or understandings previously existing between You and WB with respect to such use are hereby cancelled. WB will not accept any counter-offers to these Terms and Conditions, and all such offers are hereby categorically rejected. Our failure to insist on or enforce strict performance of these Terms and Conditions shall not be construed as a waiver by WB of any provision or any right it has to enforce these Terms and Conditions, nor shall any course of conduct between WB and You or any other party be deemed to modify any provision of these Terms and Conditions. These Terms and Conditions shall not be interpreted or construed to confer any rights or remedies on any third parties.

 

 

 

END OF WEBSITE AGREEMENT