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Business Online Cash Manager & Mobile Banking Agreement & Disclosure Statement

The following information represents the “Business Online Cash Manager & Mobile Banking Agreement and Disclosure Statement” (Agreement) between you and MidWestOne Bank (MWO).  Please read this entire Agreement prior to using this service and retain a copy for your records.

This Agreement is made between you and MWO for accessing your MWO accounts using our web-based Business Online Cash Manager (Online Banking Services) at www.midwestone.com and the “MidWestOne for Business” mobile banking application (Mobile Banking Services) (available for Android and Apple mobile devices).  As used in this document, the words, “we”, “our”, and “us” mean MidWestOne Bank and assigns the words “you” and “your” to mean each account holder(s) and anyone else with the authority to deposit, withdraw, or exercise control over the funds in the account(s).  Online & Mobile Banking Services (Services) means the communications and transactions provided to you by us through the midwestone.com website and MidWestOne for Business application (app), including but not limited to the following: account information, funds transfers, bill payments, mobile deposits, remote deposits, Automated Clearing House (ACH) origination and verification, wire transfers, Electronic Federal Tax Payment System (EFTPS), stop payments, statement/notice/transaction inquiries and downloads.

By using the Services, you agree to abide by the terms and conditions of this Agreement and acknowledge your receipt and understanding of the disclosures contained in this Agreement.  The terms and conditions in this Agreement are in addition to any deposit agreements you have with us, including your signature card, the terms and conditions of your accounts, the accompanying schedules and disclosures, and any change of terms notices (collectively, the “Deposit Agreements”), any loan or credit agreements between you and us, including any disclosures made pursuant to such agreements (collectively, the “Loan Agreements”), and any other agreements related to the Services between you and us, or executed by you in favor of us (“Service Agreements”).  

When you use our Services, you agree to the terms and conditions we have set forth in this Agreement and any instructional material that we provide you regarding the Services.  Your use of the Services may be made by use of certain numbers, codes, marks, signs, public keys or other means of establishing your identity and acceptance of the electronic communications, which are acceptable to MWO.  All electronic communications that meet these requirements will be deemed to be valid and authentic and you intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications.  You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering.

In connection with the delivery and use of the Services, we and you will abide by all applicable statutes, rules, regulations, orders, treaties or other requirements having the force of law, including, but not limited to, the rules and regulations of the Check 21 Act, FRB Regulation CC – 12 CFR 229, National Clearing House Association (NACHA), American National Standards X9 specification, Federal Reserve Financial Institution, UCC Article 3 and 4, any network association agreements as are currently in effect and as amended from time to time, and applicable privacy laws rules and regulations (collectively, “Rules”).

  • You will ensure that all information provided to us in connection with any Service is provided in accordance with all regulation related to privacy and personal information that is applicable to you.

  • You represent and warrant that the entering into and enforcement of this Agreement will not violate any Rules, resolution or other restrictions to which it may be subject and that all terms of this Agreement may be enforced against you.

1. Equipment

To access the available Services, you must have an active account with an Internet Service Provider (ISP) or mobile data carrier (message and data rates apply) and an Internet browser software program with a minimum 128-bit encryption or a device compatible with the latest version of the “MidWestOne for Business” app.  You will need Adobe Acrobat Reader to view your statements and notices online.  To download a free copy, please go to http://www.adobe.com.   From time to time, we may recommend that you upgrade your browser to maintain the latest encryption technology.  We may also require you to adopt additional cybersecurity controls in order to ensure the protection of your account information.

You are responsible for, at your expense, obtaining, installing, maintaining and operating all equipment that accesses the Services.  You must be an authorized user of the equipment you use.  We do not warrant nor will we be responsible for any errors or failures from the malfunction or failure of your equipment.

2. Account Access

To access your account(s) through the Services, you must have at least deposit or credit account with us.  If you have more than one account or other relationships with us, we will link the relationships together unless you request certain accounts not be linked.  Accounts that are “linked” under the Services must have one common owner.  Any signer, acting alone, must be authorized to access a linked account.  Any non-linked account will not be accessible through the Service. 

3. Access Codes

The primary owner of the bank account will designate on the Business Online Manager Application, a Senior Administrator.  The Senior Administrator establishes limitations for each individual user.  The Senior Administrator is the only person who has the authority to create, edit, or delete access or permissions for subordinate users.

The Senior Administrator may be someone else within the business.  Once the Senior Administrator has established access, they will establish subordinate users by creating a separate Access ID and Password authorizing employees individual access to accounts. 

During your use of the Services, you are required to enter an/a:

  • Access ID - An Access ID will be assigned to the Senior Administrator upon the opening of your Services. 

  • Password - A valid password consists of 9 - 17 characters.  It must contain at least one number, at least one uppercase letter, and at least one lower case letter.

Use of these Access Codes is the agreed security procedure to access the Services.  You agree to keep these numbers and codes confidential to prevent unauthorized access to your accounts and to prevent unauthorized use of the Services.  For security purposes, we recommend that you do not use the same Access Codes you use on other bank products.  For further security purposes, we recommend that you memorize your password for these Services and not write it down.

We reserve the right to require you to use security tokens when accessing the Services.  The company must use the security token provided by us to generate a one-time temporary password to gain access to the Services.  You shall immediately notify us of any lost, stolen, or damaged security tokens and shall return security tokens upon the termination of use of the Services.

4. E-mail (Secure Contact)

For a secure message (encrypted) to be sent electronically to us, we recommend using the “Customer Service” tab on our website (www.midwestone.com/contact and then clicking on “Contact Us” to create your message.  Use this secure method to make inquiries, request information, for routine maintenance, and/or problem resolution issues.

Regular e-mail is not a secure method of communication over the Internet and we strongly recommend you do not send confidential information by e-mail.

5. Service Charges or Fees

As an enrolled user of our Services you authorize us to automatically deduct all applicable charges and fees from the primary checking account you have with us.

6. Business Days and Hours of Operation

Our business days are Monday through Friday, excluding federal holidays.  Our Service Center hours of operation are Monday through Friday 7:30 a.m. to 6:00 p.m. and Saturday 9:00 a.m. to 1:00 p.m. (Central Time).  You can reach the service center at 800-247-4418. Our branch office hours of operation vary by location with more information available on our website.

You can access our Services seven (7) days a week, twenty-four (24) hours a day.  However, at certain times, some or all of our Services may not be available due to system maintenance.  We also may need to change our available Services from time to time.  We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will always be provided.

7. Reporting Unauthorized Transactions

If you believe that an unauthorized transaction has been or may be conducted from your deposit account without your permission, call: 319-356-5800 or 1-800-247-4418 or write us at:  MidWestOne Bank, Service Center, PO Box 1700, Iowa City, Iowa 52244-1700.

8. Indemnification

In addition to any other indemnification agreements between us and you, you will indemnify and hold us and its employees, officers, directors, agents and other representatives (the “Representatives”) harmless against all claims, proceedings, damages, losses, costs (including legal fees and disbursements on a substantial indemnity basis), expenses and liabilities (collectively, “Claims”) directly or indirectly incurred by or taken against us or our Representatives which without limitation, are the direct or indirect result of:

  • Your use of the Services;

  • any willful misconduct or wrongful, fraudulent or negligent act or omission by you or your agents and representatives;

  • any willful misconduct or wrongful, fraudulent or negligent act or omission of any third party where you voluntarily waive the use of or improperly uses the fraud protection and/or security mechanisms we offer;

  • any misrepresentation or inaccurate statement, or breach of any warranty by you or your agents and representatives in this Agreement or in any other document you or your agents or representatives deliver to us, or contained in any other communication or agreement (written or oral) between you or your agents or representatives and us;

  • the enforcement of this Agreement, or any provision hereof, and any other executed Service Agreement, or any provision therein;

except to the extent such Claims are caused by our gross negligence or willful misconduct.

9. Limitation of Liability; Exclusions

In the performance of the Services included in this Agreement, we shall be entitled to rely solely on the information, representations and warranties provided by you pursuant to this Agreement, and shall not be responsible for the accuracy or completeness of such information. We shall be responsible only for performing the Services expressly provided for in the Agreement, and shall be liable only for its gross negligence or willful misconduct in performing those Services. In no event, shall we have any liability for any consequential, special, punitive or indirect loss or damage which you may incur or suffer in connection with this Agreement. We shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, act of terror, emergency conditions or other conditions beyond Bank’s control.

For greater certainty, in no event will we, or any third party acting as our agent, be liable to you or any third party for any damages whatsoever if:

  • You do not have adequate money in a deposit account to complete a transaction from the account, or if that account has been closed;

  • You have not properly followed software or service instructions on how to make a transfer;

  • You have not given complete, correct and current instructions so that a transfer can be made;

  • Withdrawals from any eligible accounts have been prohibited by a court order such as a garnishment or other legal process;

  • We or our agent reasonably believe that a transaction may be unauthorized and based thereon the transaction is not completed;

  • Your equipment and/or software were not working properly;

  • A user conducts a transaction that would violate Federal Reserve Regulations or any other law: and

If circumstances beyond our, or our agent’s, control prevent making a transfer or payment, despite reasonable precaution that we have taken.  Such circumstances include but are not limited to computer failure, telecommunication outages, postal strikes and other labor unrest, delays caused by fires, floods, and other natural disasters.

There may be other exceptions to our liability as stated in the Terms and Conditions of your Deposit Agreements.

10. Liability for Loss or Erroneous Data

You, not MWO, will bear the liability of the risk of any error of loss of data, information, transaction, or other losses which may be due to the failure of your respective computer system or third party communications provider upon which you or we may rely.  We shall be liable to you only for direct losses that are determined to be the direct result of acts or omissions on the part of MWO or its employees constituting gross negligence, bad faith, or willful misconduct; however, in no event shall we be liable to you for incidental or consequential damages or loss which you may incur by reason of your use of our Services.  So long as we act in good faith and without gross negligence or willful misconduct, your sole remedy for delays or interruptions due to hardware or software failures or incompatibility shall be to have the transaction completed as soon as reasonably possible after such problems are resolved.

11. Privacy

You agree we may release, or assist in the release of credit and other account information to a third party as may be necessary to process a transaction or resolve disputes.  This is defined in the MWO Privacy Policy which was provided at account opening and can be found at www.midwestone.com/privacy-policy. 

12. Security

In order to maintain secure communications and reduce fraud, you agree to protect the security of your numbers, codes, marks, signs, public keys or other means of identification.  We reserve the right to block access to the Services to maintain or restore security to our site and systems; if we reasonably believe your access codes have been or may be obtained or are being used or may be used by an unauthorized person(s).  Refer to additional information on your responsibilities for security procedures in Section 3 – Access Codes.

MidWestOne Bank is not responsible for unauthorized use of the Services. It is your responsibility to protect yourself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”). You agree to educate user(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks.

You agree that MWO is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or Internet fraud;

You shall take all necessary steps to preserve the confidentiality of, and to prevent the fraudulent or other misuse of, all passwords and forms of security, security devices, data protection and identification used in connection with any Service;

You shall diligently supervise and monitor the conduct and work of all user(s), agents, and employees having any involvement in instructions to or other communications with MWO; and

You solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control.  MWO is not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of any Services. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and MWO is not responsible for any damage to your computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise.  You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems.  MWO is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on the your operating systems or accessed through an Internet connection.

13. Events of Default.

Your actions or omissions that may be an “Event of Default” under this Agreement, or any other applicable Service Agreement, include:

  • Failure to Pay. If you fail to pay when due any amount payable, fails to satisfy any condition you are required to satisfy, or you fail to observe or perform any agreement or obligation under this Agreement, or any other applicable Service Agreement;

  • Breach; Incorrect or Misleading Statements. If you breach any representation, warranty or agreement made in this Agreement, or any other applicable Service Agreement, or any certificate or statement of fact or any other communication from you to MWO is found to have been incorrect or misleading on or as of the date made in any respect MWO considers material;

  • Insolvency.  If you shall, (i) become insolvent or unable to pay your debts generally as they mature; (ii) suspend business; (iii) make a general assignment for the benefit of creditors; (iv) admit in writing your inability to pay your debts generally as they mature; (v) file a petition in bankruptcy or a petition or answer seeking a reorganization, arrangement with creditors or other similar relief under the federal bankruptcy laws or under any other applicable law of the United States of America or any State thereof; (vi) consent to the appointment of a trustee or receiver; (vii) be adjudicated a bankrupt on an involuntary petition in bankruptcy; (viii) take any company action for the purpose of effecting or consenting to any of the foregoing; (ix) institute or have instituted against you a dissolution or similar proceeding relating to it under the laws of any jurisdiction; (x) have an order, judgment or decree entered appointing, without their consent, a trustee or receiver for you, or for a substantial part of your property, or approving a petition filed against you seeking a reorganization, arrangement with creditors or other similar relief under the federal bankruptcy laws or under any other applicable law of the United States of America or any State hereof, which order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry;

  • Judgments. if one or more judgments, decrees or orders is rendered against you for the payment of money and any of such judgments, decrees or orders would, in MWO’s opinion, have a material adverse effect and continue unsatisfied and in effect for a period of more than ten (10) business days without being vacated, discharged, satisfied or stayed pending appeal;

  • Any material adverse change in the operations, business, property, assets, or conditions, financial or otherwise, of you which could adversely and materially affect your ability to perform your obligations under this Agreement, or any other applicable Service Agreement; or

  • Unenforceable Provisions. if any provision of this Agreement, or any other applicable Service Agreement, MWO considers material is held by a court of competent jurisdiction to be unenforceable.

14. Waiver of Rights. 

A waiver by you or us of any breach, default or non-compliance (in this Section collectively called “Breach”) under this Agreement is only effective if it is in writing and signed.

  • No waiver will be inferred from any failure to act, or any delay in acting, in respect of any Breach or by anything done or not done.

  • No waiver in writing of any Breach under this Agreement will be a waiver of either your rights or our rights under this Agreement in respect of any other, continuing or subsequent Breach that is the same or of any other nature.

15. Ownership of Materials

The content and information on our site is the property of MidWestOne Bank, Iowa City, Iowa.  It should not be duplicated, or copied by any means.

16. Severability

If any provision of this Agreement is void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in another jurisdiction, or any other provision in that or any other jurisdiction.

17. No Signature Required

When any payment or other online service generates items to be charged to your account, you agree that we may debit your designated eligible account or the account on which the item is drawn without requiring your signature on the item and without prior notice to you.

18. MWO’s Records

MWO’s records will, in the absence of obvious error or as otherwise agreed by MWO in writing, be conclusive evidence of the information MWO receives and the transactions between you and MWO. The computer-generated or electronic records MWO receives or creates will be admissible in a court of law and you waive any defense you may have as to their admissibility.

19. Amendment of this Agreement

We may amend this Agreement (including changes in its fees and charges hereunder) by mailing or providing notice to you at least twenty-one (21) days before the effective date of the amendment. Services and your linked accounts will be governed by the Agreement as amended.  We may also send this notice information to you by posting it on our web site or by e-mail.  You agree that information we post to our web site or send by e-mail or regular postal mail will be deemed delivered at the time it is posted or sent. 

20. Termination

You may terminate this Agreement and any service provided hereunder at any time upon giving at least 10 (ten) days prior written notice of termination to us.  Once we have acted upon your termination notice, we will make no further transfers from your eligible accounts, including any fund transfers you have previously authorized.  We reserve the right to terminate or to discontinue support of any software or equipment without written notice.

MWO reserves the right to terminate your use of the Services at any time without notice to you upon or during an Event of Default, or any other Service Agreement, subject to any applicable cure periods, or if we have reason to believe you are not complying with this Business Online Cash Manager & Mobile Banking Agreement and Disclosure Statement, as determined in our reasonable discretion.

21. Cumulative Remedies.

Every remedy, right and benefit is cumulative and is in addition to every other remedy, right or benefit under this Agreement, any applicable Service Agreement, or that may exist at law.

22. Provisions Survive.

Any of your obligations with respect to any of the Services, the terms of this Agreement, or the terms of any applicable executed Service Agreement shall survive any termination of this Agreement, or the terms of any applicable executed Service Agreement.

 23. Non-Assignment. 

You may not assign this Agreement or any of the rights or duties hereunder to any person without MWO's prior written consent.

24. Governing Law.

This Agreement, and all of the Service Agreements, unless otherwise stated therein, shall be construed in accordance with and governed by all applicable state (“Governing Law State”), local, and federal laws of the United States of America, as may be amended from time to time, all as reasonably determined by MWO in its sole discretion.  The parties agree to the jurisdiction of the state and federal courts of the Governing Law State with respect to any lawsuit pertaining to this Agreement. In the event either party hereto brings legal action to enforce this Agreement, or any of the Services Agreements, the prevailing party shall be entitled, subject to applicable law, to payment by the other party of its reasonable attorney’s fees and costs, including fees on any appeal, bankruptcy proceedings, and any post-judgment collection actions, if applicable.

Services will expire due to inactivity if not accessed for a period of 365 days. MidWestOne for Business registrations will be removed after 180 days of no activity. 

 

 

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