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Business Online Banking Additional Account Information

9/8/2015 10:00:00 AM

November 2015
 

  1. Business Online Banking Terms and Conditions
  2. Electronic Delivery of Statements, Notices and Disclosures
  3. Schedule of Fees
  4. System Requirements
 
Business Online Banking Terms and Conditions

June 2015

1.  Meaning of some words.   In this agreement:


a.  “We,” “us,” “our” and “ours” mean North Shore Bank, FSB (or, as applicable, Illinois State Bank, a division of North Shore Bank, FSB), 15700 W. Bluemound Road, Brookfield, Wisconsin 53005;

b.  “Online Banking” means an internet banking service being provided by us or on our behalf;

c.  “You,” “your” and “yours” mean any corporation, partnership, limited liability company or other business organization, or any city, town, village, school district or other governmental body, that enrolls in Online Banking or any individual who enrolls in Online Banking for use in connection with deposit accounts;

d.  “Approved deposit account” means any deposit account of yours with us that is approved by us as accessible for transfers of funds through Online Banking;

e.  “Approved payment account” means any approved deposit account of yours that is approved by us to be used for payments through Online Banking;

f.  “Approved line of credit account” means any line of credit account of yours with us that is approved by us as accessible for transfers of funds through Online Banking;

g.  “Approved loan account” means any approved line of credit account or any other loan account of yours with us that is approved by us as accessible for transfers of funds through Online Banking;

h.  “Authorized party” means, if you are an individual, you or, if you are a corporation, partnership, limited liability company or other business organization or a city, town, village, school district or other governmental body, any individual authorized by you to transact business relating to any approved deposit account or approved loan account of yours from or to which transfers of funds may be made through Online Banking;

i.  “Your administrator” means, if you are a corporation, partnership, limited liability company or other business organization or a city, town, village, school district or other governmental body, the individual designated by any authorized party as the administrator or senior administrator (as applicable) of Online Banking on your behalf;

j.  “Additional user” means any individual, whether or not an authorized party or an employee or other agent of yours, designated by you or your administrator as a user of Online Banking on your behalf;

k.  “Identifier” means any identifier (for example, a username, password, access code or token) assigned by us or any agent of ours to you or your administrator or by you or your administrator to any additional user, or chosen by you, your administrator or any additional user, for use in connection with Online Banking;

l.  “Instruction” or “Order” means any instruction, notice, order or other communication given to us in connection with Online Banking;

m.  “Mobile banking device” means any wireless device (for example, a cellular telephone or tablet) that is capable of being used in connection with Online Banking and meets the specifications required by Online Banking;

n.  “Operating procedure” means any operating procedure for Online Banking established by us or any agent of ours;

o.  “Security procedure” means any identification, pre-notification or other security procedure (for example, the use of an identifier) established by us or any agent of ours to verify that any instruction to us supposedly given by you or on your behalf in connection with Online Banking is actually being given by you or on your behalf;

p.  “Error detection procedure” means any procedure established by us or any agent of ours to detect any error in the communication or transmission of any instruction to us; and

q.   “Liability or expense” means, with respect to any obligation of yours to indemnify or reimburse us or any agent of ours, any liability, loss, cost or expense, including, without limitation, and as an example, an attorney’s fee or disbursement, whether the attorney is hired for advice, litigation or any other purpose, or a cost of investigation or litigation.

2.  Certain representations and warranties.  You represent and warrant to us that your entry into and performance of this agreement, the use of Online Banking by you or on your behalf and each transfer of funds or payment ordered by you or on your behalf through Online Banking do not and will not violate applicable law, any judgment or order of any court, agency or other governmental body by which you are bound, your certificate or articles of incorporation, by-laws, operating, limited liability company or partnership agreement or other charter, organizational or other governing document or any resolution of or other action of record by any shareholder, member, director, manager or governing body of yours, do not and will not violate or constitute any default under any agreement or instrument by which you are bound, are in furtherance of your purposes and within your power and authority and do not and will not require any authorization of, notice to or other act by or relating to any other party (for example, a shareholder, member, director, manager or governing body of yours) that has not been duly obtained, given or done and is not in full force and effect.

3.  Business purposes.  You represent and warrant to us that the use of Online Banking by you or on your behalf will be primarily for business or governmental purposes rather than personal, family or household purposes.  Unless you designate otherwise pursuant to Section 52 below, with regard to each account with access to Online Banking, you acknowledge that:

  a.  In connection with Online Banking, you will not have any right that applies under applicable law to deposit or credit accounts established primarily for personal, family or household purposes but not to deposit or credit accounts not established primarily for personal, family or household purposes (for example, the right to limited liability for unauthorized use of an internet banking service); and

  b.  Nothing in this agreement, any statement for any approved deposit account or approved loan account that we send to you or otherwise make available to you or any notice or other communication or document that we send to you (for example, the use of a term defined in the Electronic Fund Transfer Act or the Truth in Lending Act or the giving of a notice required by the Electronic Fund Transfer Act or the Truth in Lending Act) will give you in connection with Online Banking any right that applies under applicable law to deposit or credit accounts established primarily for personal, family or household purposes but not to deposit or credit accounts not established primarily for personal, family or household purposes.

4.  You and your administrator.  You represent and warrant to us that you and your administrator will have an unrestricted right to act alone to withdraw or to give any order to withdraw funds from any deposit account from which a withdrawal of funds will be ordered by you or on your behalf through Online Banking (for example, by signing a check written on the account or a withdrawal form for the account or giving an order for an automated clearing house entry or wire or intrabank transfer involving funds in the account) and to obtain credit under any approved line of credit account.  We may rely on the authority of your administrator to act on your behalf in connection with Online Banking (for example, by giving any instruction to us, designating any additional user and limitations on the authority of any additional user to give any instruction to us, terminating or changing any limitation on the authority of any additional user to give any instruction to us, designating any other individual as your administrator, choosing any identifier to be used in connection with any security procedure or requesting that any identifier used in connection with any security procedure be rendered ineffective) until we receive from any authorized party and have a reasonable time to act on a written notice that your administrator is no longer authorized to act on your behalf in connection with Online Banking.

5.  Additional users.  Monitoring whether any additional user is acting within his or her authority to give any instruction to us is your responsibility and the responsibility of your administrator, and we may rely on the authority of any additional user to give any instruction to us.

6.  Identifier.   Neither you nor your administrator nor any additional user may allow anyone else to have any identifier unless you authorize him or her to use Online Banking on your behalf.  You, your administrator and each additional user must keep each identifier in a secure location separate from any equipment (for example, a computer or mobile banking device) or software you use or your administrator or any additional user uses in connection with Online Banking.  For reasons of security, we or any agent of ours may render any identifier ineffective.  WE WILL NOT BE LIABLE FOR DAMAGES YOU SUFFER AS A RESULT OF YOU, YOUR ADMINISTRATOR OR ANY ADDITIONAL USER ALLOWING ANYONE ELSE (FOR EXAMPLE, A PARTY THAT AGGREGATES ACCOUNT INFORMATION OR CONTENT OF WEBSITES) TO HAVE ANY IDENTIFIER.

7.  Your responsibility for instructions.   You will be responsible for and bound by each instruction given by: (a) you, (b) your administrator, (c) any additional user, (d) anyone else you allow or your administrator or any additional user allows to have any identifier or to use Online Banking, or (e) anyone who obtains any identifier or access to Online Banking through any acts or omissions of you, your administrator or any additional user, and each instruction to us pursuant to (a) through (e) above and each transfer of funds or payment initiated by the instruction to us will be covered by this agreement as though the instruction to us had been given by you.  Thus, you will be responsible for verifying the content of each instruction to us (for example, the description in the instruction to us of any amount or any name or account or other identifying number of an account or financial institution or other party), and we will not be responsible for doing so.

8.  Prohibition of certain transactions.   Online Banking may not be used by you or on your behalf for any prohibited or unenforceable transaction (for example, an illegal gambling transaction, a purchase of an illegal product or a transaction with an individual, organization or government on which the federal government has imposed economic or trade sanctions or with which it has prohibited transactions), but, if it is, you waive any claim that the transaction should not have been charged against any deposit account or line of credit account on the ground that the transaction was prohibited or unenforceable, and you must indemnify us against any liability or expense (including, without limitation, attorneys’ fees and costs) that is incurred by, imposed on or asserted against us as a result of any claim arising out of the transaction.  You must maintain and use a filtering system designed to assure that no transaction involving an individual, organization or government on which the federal government has imposed economic or trade sanctions or with which it has prohibited transactions is made using Online Banking, and you must indemnify us against any liability or expense (including, without limitation, attorneys’ fees and costs) that is incurred by, imposed on or asserted against us as a result of any failure by you to maintain and use that type of filtering system.

9.  Online Banking.   Online Banking has a number of features.  The banking feature is always included in Online Banking, while all other features, including, without limitation, the bill payment feature, the automated clearing house feature, the wire transfer feature, the mobile banking feature, the remote deposit capture feature and the various sweep features, will be available to you only upon the execution and delivery of service-related supplements by you and us.  In order to have access to Online Banking or any other feature, we must receive a fully-executed North Shore Bank Cash Management Agreement (the “Cash Management Agreement”) from you and all necessary information related thereto.

10.  Initiation, processing, charging, changing and cancellation of orders given through banking feature of Online Banking.   The following rules apply to the initiation, processing, charging, changing and cancellation of orders given by you or on your behalf through the banking feature of Online Banking:

  a.  If an order to make an immediate non-recurring transfer of funds is given through the banking feature of Online Banking:

    i.  The transfer will be scheduled to be made on the day we receive the order unless that day is not a business day of ours or we receive the order after 10:00 PM CST that day if that day is any day Monday through Friday or 7:00 PM CST that day if that day is a Saturday, in which case it will be scheduled to be made on our first business day after that day;

    ii.  The transfer may be charged against the account from which it is to be made as early as the day we receive the order; and

    iii.  The order may not be changed or canceled.

  b.  If an order to make a future non-recurring transfer of funds is given through the banking feature of Online Banking:

    i.  The order must schedule the transfer to be made on a specified date after the day we receive the order;

    ii.  The transfer will be scheduled to be made on the date the order schedules it to be made unless that date is not a business day of ours, in which case the system will prompt the next available date the order can take place;

    iii.  The transfer may be charged against the account from which it is to be made as early as the date on which it is scheduled to be made; and

    iv.  The order may be changed or canceled until 10:00 PM CST on the day before the date on which the transfer is scheduled to be made.

  c.  If an order to make a series of automatic recurring transfers of funds is given through the banking feature of Online Banking:

    i.  The order must provide for the transfers to be equal in amount and regular in frequency on a weekly, bi-weekly, semi-monthly, monthly,quarterly, semi-annual or annual basis and must schedule them to begin and end on specified dates after the day we receive the order;

    ii.  Each of the transfers will be scheduled to be made on the date the order schedules it to be made unless that date is not a business day or ours, in which case it will be scheduled to be made on our first business day after that date;

    iii.  Each of the transfers may be charged against the account from which it is to be made as early as the date on which it is scheduled to be made; and

    iv.  The order may be changed or cancelled until 10:00 PM CST on the day before the date on which the transfer is scheduled to be made.

11.  Limitations and other rules applicable to transfers of funds and payments.   The following limitations and other rules apply to transfers of funds and payments initiated by orders given by you or on your behalf through Online Banking:

  a.  We may refuse to honor any order to make a transfer of funds or payment given through Online Banking (for example, refusing to do so for reasons of security, to comply with applicable law or because the order reasonably appears to us to be erroneous, incomplete, conditional, fraudulent or possibly illegal).

  b.  Any transfer of funds from a deposit account ordered through Online Banking will be subject to the funds being available for withdrawal from the account when the order to make the transfer is to be charged against the account with respect to the transfer.

  c.  Any transfer of funds from any approved line of credit account ordered through Online Banking will be subject to final credit underwriting and approval and the funds being available as credit under the account when the order to make the transfer is to be charged against the account.

  d.  Any payment ordered through Online Banking will be subject to the funds that are to be used to make the payment being available for withdrawal from the approved payment account from which the payment is to be made when the order to make the payment is to be charged against the account with respect to the payment.

  e.  If, when any order to make a transfer of funds or payment from a deposit account of yours with us given through Online Banking is to be charged against the account with respect to the transfer or payment, the amount of the transfer or payment exceeds the amount of money available for withdrawal from the account (taking into consideration, if the account is tied to a line of credit account or other overdraft facility with us, the amount of credit available under the line of credit account or other overdraft facility), we may either make the transfer or payment, in which case you will be liable for the excess, or refuse to make the transfer or payment.  In either case, you will be liable for any fee applicable to the withdrawal or attempted withdrawal of money from the account in excess of the amount of money available for withdrawal from the account.  But, if we refuse to make the transfer or payment, we may attempt to make it on a later business day of ours. 

  f.  If, when any order to make a transfer of funds from any approved line of credit account given through Online Banking is to be charged against the account, the amount of the transfer exceeds the amount of credit available under the account, we may either make the transfer, in which case the amount of the transfer will be considered to be credit extended under the account, or refuse to make the transfer.  In either case, you will be liable for any fee applicable to the obtaining of the credit or attempted obtaining of credit in excess of the amount of credit available under the account.

  g.  If an order to make a transfer of funds or payment given through Online Banking contains an inconsistency in the name and account or other identifying number of an account or payee, financial institution or other party, we may treat the number as controlling and rely on the number in processing the order.

  h.  If any approved deposit account is a savings account for purposes of Federal Reserve requirements, during any monthly period at the end of which we review the account there may be no more than six transfers of funds from the account  which consist of:

  i.    A transfer of funds to any other deposit account with us ordered through Online Banking;

  ii.  Any other computer transfer of funds to any other deposit account with us or a third party;

  iii. A preauthorized, automatic or telephonic transfer of funds to any other deposit account with us or a third party;

  iv. A transfer of funds to a third party made by using a debit card issued by us (for example, a transfer of funds to pay the purchase price of goods or services); or

  v.  A transfer of funds made by using a check, a draft or any other order payable to a third party.

  i.  We may impose any other limitation on the types, number, frequency and amounts of transfers of funds and payments ordered through Online Banking.

  j.  As an accommodation to you, we may attempt to have an order to make a transfer of funds or payment given through Online Banking canceled or changed even though the time within which you may cancel or change the order has expired and even though the order may have already been communicated or transmitted to another financial institution or another party.  By attempting to do so on any occasion, we will not be obligated to attempt to do so on any other occasion.

12.  Automatic alerts through banking feature of Online Banking.  If the automatic alert feature of the banking feature of Online Banking is chosen by you and approved by us for any approved deposit account or approved loan account (for example, if the account is an approved deposit account, to provide an automatic alert whenever the balance of the account falls below a specified amount):

  a.  You represent and warrant to us that any electronic mail address provided to us by you or on your behalf for use in connection with the use of the automatic alert feature for the account is a valid and active electronic mail address and belongs to you.

  b.  You must promptly notify us of any change in any electronic mail address provided to us by you or on your behalf for use in connection with the use of the automatic alert feature for the account by changing the electronic mail address in your profile for the banking feature of Online Banking.

  c.  You must indemnify us against any liability or expense that is incurred by, imposed on or asserted against us as a result of any claim arising from any email address provided to us by you or on your behalf for use in connection with the use of the automatic alert feature for the account being invalid or inactive or not belonging to you.

  d.  We may impose limitations on the types of automatic alerts to be provided through the automatic alert feature.

  e.  WITHOUT AFFECTING ANY OTHER LIMITATION OF OUR LIABILITY PROVIDED IN THIS AGREEMENT, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY FAILURE TO GIVE, DELAY OR ERROR IN GIVING, INACCURACY OF OR ACTION TAKEN OR NOT TAKEN BY YOU OR ANYONE ELSE IN RELIANCE ON ANY AUTOMATIC ALERT PROVIDED OR TO BE PROVIDED THROUGH THE AUTOMATIC ALERT FEATURE.

13.  Authorization and appointment as agent.   You authorize us and each agent of ours and appoint us and the agent as your agent to take on your behalf any action that we consider or the agent considers to be necessary or appropriate to implement any order given by you or on your behalf through Online Banking or to correct any error in crediting or charging any deposit account or loan account in connection with any order given by you or on your behalf through Online Banking.  For example, and without limitation, you authorize us and the agent and appoint us and the agent as your agent to, on your behalf:

  a.  Obtain credit under any approved line of credit account and deposit the proceeds of the credit in any approved deposit account in order to implement any order to make a transfer of funds from the approved line of credit account (subject to final credit underwriting and approval) to the approved deposit account given by you or on your behalf through the banking feature of Online Banking; and

  b.  Obtain credit under any approved line of credit account and use the proceeds of the credit to make a payment under any other approved loan account in order to implement any order to make a transfer of funds from the approved line of credit account (subject to final credit underwriting and approval) to the other approved loan account given by you or on your behalf through the banking feature of Online Banking.

  The withdrawal or directing the withdrawal of money from any deposit account or the obtaining of credit under any approved line of credit account under the authority given and the appointment as your agent made in the first sentence of this Section will be as effective as though you had signed a check or withdrawal form to make the withdrawal or to obtain the credit.

14.  Notice of loss, theft or unauthorized access or use.   If you believe or your administrator or any additional user believes that any identifier has been lost or stolen, that there has been without your authorization any access to any equipment (for example, a computer or mobile banking device) used in connection with Online Banking by you or on your behalf or that any transaction involving a deposit account of yours may have been or may be made using Online Banking without your authorization, you, your administrator or the additional user must contact us at once by telephoning us at 262-797-3833 or toll free at 1-877-672-2265 and asking for our Customer Support Center or writing to us at 15700 W. Bluemound Road, Brookfield, Wisconsin 53005, Attention: Customer Support Center.  If any statement for any deposit account or line of credit account of yours with us that we send you or otherwise make available to you indicates that a transaction involving the account may have been made without your authorization during the period covered by the statement or that we may have made an error with respect to the account during that period, you will lose any right to make any claim against us based on the transaction or error unless you notify or your administrator notifies us in writing of the transaction or error in time for us to receive the notice within 30 days after the earlier of: (a) the date we send the statement to you, or (b) otherwise make it available to you.

15.  Your liability for unauthorized use.   a.  WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OF MONEY TAKEN FROM AN ACCOUNT IN ANY TRANSFER OF FUNDS OR PAYMENT ORDERED THROUGH ONLINE BANKING BY AN INSTRUCTION INITIATED WITHOUT YOUR AUTHORIZATION, INCLUDING, WITHOUT LIMITATION, AN INSTRUCTION BY YOUR ADMINISTRATOR, ANY ADDITIONAL USER, ANYONE ELSE YOU OR YOUR ADMINISTRATOR OR ANY ADDITIONAL USER ALLOWS TO ANY IDENTIFIER OR TO USE ONLINE BANKING, OR ANYONE WHO OBTAINS ANY IDENTIFIER OR ACCESS TO ONLINE BANKING THROUGH ANY ACTS OR OMISSIONS OF YOU, YOUR ADMINISTRATOR OR ANY ADDITIONAL USER;

  b.  WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OF MONEY TAKEN FROM AN ACCOUNT IN ANY TRANSFER OF FUNDS OR PAYMENT ORDERED THROUGH ONLINE BANKING BY AN INSTRUCTION INITIATED BY THE USE OF ANY IDENTIFIER WITHOUT YOUR AUTHORIZATION BEFORE WE RECEIVE AND HAVE A REASONABLE TIME TO ACT ON A NOTICE OF THE POSSIBLE UNAUTHORIZED USE OF ANY IDENTIFIER WITHOUT YOUR AUTHORIZATION;

  c.   WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OF MONEY TAKEN FROM AN ACCOUNT IN ANY TRANSFER OF FUNDS OR PAYMENT ORDERED THROUGH ONLINE BANKING BY AN INSTRUCTION INITIATED WITHOUT YOUR AUTHORIZATION UNLESS SUCH LOSS IS A RESULT OF OUR GROSS NEGLIGENCE OR WILLFULL MISCONDUCT; AND

  d.  IN THE CASE OF ANY LOSS OF MONEY TAKEN FROM AN ACCOUNT IN ANY TRANSFER OF FUNDS OR PAYMENT ORDERED THROUGH ONLINE BANKING BY AN INSTRUCTION INITIATED WITHOUT YOUR AUTHORIZATION AND AS A RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OUR LIABILITY WILL BE LIMITED TO THE AMOUNT OF THE TRANSFER OR PAYMENT LESS ANY AMOUNT THAT WOULD HAVE BEEN LOST REGARDLESS OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 20. 

16.  Fees.   You must pay us each fee we impose for the use of Online Banking by you or on your behalf and, as required by applicable law, each sales, use, excise, value added, utility or similar tax imposed in connection with the fee.  The fee will be in addition to the fees applicable to any deposit account or line of credit account from or to which any transfer of funds or payment is made using Online Banking.  We may charge any approved deposit account or any other deposit account of yours with us for the amount of the fee and the sales, use, excise, value added, utility or similar tax.  We will not be liable if we do so and, as a result, we do not allow or make any withdrawal from the account.  Additional fees may apply for our special handling of any deposit accounts (please reference the “Services and Fees” brochure that can be found in Online Banking).

17.  Reimbursement and Indemnification.   Without limiting any other obligation you have under this agreement to reimburse us, you must reimburse us for any liability or expense incurred by us as a result of our hiring an attorney to enforce any of your obligations under this agreement or with respect to Online Banking.  Without limiting any other obligation you have under this agreement to indemnify us, you must, except to the extent that this agreement imposes liability on us or to the extent prohibited by applicable law, indemnify us and each agent of ours against any liability or expense that is incurred by, imposed on or asserted against us or the agent as a result of any claim arising in connection with the use of Online Banking by you or on your behalf (for example, as a result of our following any instruction to us, acting on any information or document that we receive from you or anyone acting on your behalf or any failure by you or anyone acting on your behalf to maintain the security of any identifier or any equipment (for example, a computer or mobile banking device)).  We may charge the amount of the liability or expense for which you must reimburse us or against which you must indemnify us against any approved deposit account or any other deposit account of yours with us or collect it in any other way.

18.  Disclaimer of warranties.   ONLINE BANKING IS PROVIDED BY US “AS IS,” “AS AVAILABLE” AND, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE PRECEDING SENTENCE, WE DO NOT MAKE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, AND WE DISCLAIM, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OF ANY KIND (FOR EXAMPLE, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) CONCERNING ONLINE BANKING.

19.  Equipment, services and software.   You are responsible for the selection, installation, maintenance, operation and use of any equipment (for example, a computer or mobile banking device), service (for example, a telecommunication or internet access service) or software (for example, an application used with a mobile banking device) used by you or on your behalf in connection with Online Banking.  You assume all risks of loss resulting from the selection, installation, maintenance, operation or use of the equipment, service or software (for example, a failure of a telecommunication or internet access service to provide, or a delay by a telecommunication or internet access service in providing, a service).  EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY DAMAGES (FOR EXAMPLE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES), WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT OR STRICT LIABILITY OR OTHERWISE, THAT RESULT FROM ANY ERROR IN SELECTING, INSTALLING, MAINTAINING, OPERATING OR USING, UNAVAILABILITY, FAILURE, MALFUNCTION OR INTERRUPTION OF, COMPROMISE OF DATA SENT USING OR VIRUS OR SIMILAR PROBLEM RESULTING FROM THE EQUIPMENT, SERVICE OR SOFTWARE, EVEN IF WE ARE NOTIFIED OF OR OTHERWISE KNOW OR SHOULD KNOW OF THE POSSIBILITY OF THOSE DAMAGES.

  You must indemnify us against any liability or expense that is incurred by, imposed on or asserted against us as a result of any claim that the operation or use of the equipment, service or software by you or on your behalf in connection with Online Banking infringes any copyright, patent, trademark, trade secret or other property right of any party.

20.  Limitation of liability.  WE WILL NOT BE LIABLE IN CONNECTION WITH ONLINE BANKING FOR: 

  a.  ANY DAMAGES NOT RESULTING DIRECTLY FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;

  b.  our maximum aggregate liability for a claim shall not exceed, AT ANY TIME, the total fees paid by you for online banking in the three-month period immediately preceding the date of the event creating the claim;

  c.  ANY DAMAGES (FOR EXAMPLE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) IN ADDITION TO ACTUAL DAMAGES, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT OR STRICT LIABILITY OR OTHERWISE, EVEN IF WE ARE NOTIFIED OF OR OTHERWISE KNOW OR SHOULD KNOW OF THE POSSIBILITY OF THOSE DAMAGES;

  d.  ANY CIRCUMSTANCE BEYOND OUR REASONABLE CONTROL (FOR EXAMPLE, A FLOOD OR OTHER NATURAL CATASTROPHE, WEATHER CONDITION, FIRE, RIOT OR OTHER CIVIL DISOBEDIENCE, ACT OF WAR, CYBER ATTACK OR ACT OF TERRORISM, NATIONAL EMERGENCY, EMBARGO, STRIKE OR OTHER LABOR DISPUTE, DEFECT IN OR UNAVAILABILITY, FAILURE, MALFUNCTION OR INTERRUPTION OF ANY EQUIPMENT, SERVICE OR SOFTWARE (FOR EXAMPLE, A TELECOMMUNICATION, INTERNET ACCESS, ELECTRONIC OR OTHER MAIL, COURIER OR OTHER TRANSMISSION OR COMMUNICATION SERVICE), SUSPENSION OF PAYMENTS BY ANY OTHER FINANCIAL INSTITUTION OR OPERATOR OF AN AUTOMATED CLEARING HOUSE OR ACTION OR INACTION OF ANY GOVERNMENTAL BODY, BANKING OR PAYMENT SYSTEM, CORRESPONDENT BANK OR SERVICE PROVIDER); OR

  e.  ANY FAILURE TO TAKE OR DELAY IN TAKING ANY ACTION IF WE BELIEVE THAT TAKING THE ACTION WOULD VIOLATE, OR THAT FAILING TO TAKE OR DELAY IN TAKING THE ACTION WOULD BE EXCUSED BY, APPLICABLE LAW, ANY RULE OF ANY BANKING OR PAYMENT SYSTEM OR ANY GOVERNMENTAL GUIDELINE OR PROGRAM.

  21.  Our liability for failure to make transfers of funds and payments.    Subject to the limitations on our liability set forth in Section 20 of this agreement, our liability for damages you suffer as a result of our failure to make or cause to be made, on time and in the correct amount, any transfer of funds or payment to or from any deposit account ordered by a timely and properly initiated order to make the transfer or payment given by you or on your behalf through Online Banking will be determined by any agreement between you and us concerning an account or transfers of funds or payments to or from an account (for example, an agreement between you and us governing transfers of funds through an automated clearing house or by a wire or intrabank transfer).

  Whether the order is timely will be determined under Section 10 of this agreement.  The order will not be properly initiated unless:

  a.  All equipment, services and software used by you or on your behalf in connection with Online Banking are properly functioning;

  b.  The instructions on how to give the order are properly followed and all requirements applicable to the making of the transfer or payment are
satisfied;

  c.  The order is correct and complete; and

  d.  The transfer or payment would not be subject to any limitation referred to in Section 11 of this agreement.

  WITHOUT LIMITING THE FIRST SENTENCE OF THIS SECTION, WE WILL NOT BE LIABLE TO YOU FOR FAILING TO MAKE THE TRANSFER OR PAYMENT IF ANY OF THE FOLLOWING THINGS HAPPENS:

  e.  WE DO NOT RECEIVE THE ORDER;

  f.  BEFORE THE TRANSFER OR PAYMENT IS TO BE CHARGED AGAINST THE ACCOUNT FROM WHICH THE TRANSFER OR
PAYMENT IS TO BE MADE, YOUR RIGHT, OR THE RIGHT OF YOUR ADMINISTRATOR OR ANY ADDITIONAL USER GIVING THE ORDER, TO USE ONLINE BANKING OR THE FEATURE OF ONLINE BANKING INVOLVED IN THE TRANSFER OR PAYMENT IS CANCELED OR SUSPENDED;

  g.  WHEN THE TRANSFER OR PAYMENT IS PROCESSED OR IS TO BE CHARGED AGAINST THE ACCOUNT FROM WHICH THE TRANSFER OR PAYMENT IS TO BE MADE, WE IN GOOD FAITH BELIEVE THAT THE ORDER WAS GIVEN WITHOUT YOUR AUTHORIZATION (FOR EXAMPLE, BECAUSE AN IDENTIFIER HAS BEEN REPORTED AS LOST OR STOLEN) OR IS ILLEGAL OR FRAUDULENT;

  h.  THE ORDER IS TO MAKE A TRANSFER OF FUNDS AND, BEFORE THE TRANSFER IS TO BE CHARGED AGAINST THE ACCOUNT FROM WHICH THE TRANSFER IS TO BE MADE, EITHER THAT ACCOUNT OR THE ACCOUNT TO WHICH THE TRANSFER IS TO BE MADE IS CLOSED;

  i.  THE ORDER IS TO MAKE A PAYMENT AND WE DO NOT RECEIVE THE ORDER IN TIME TO ALLOW US TO MAKE THE PAYMENT AND ALLOW THE PAYEE OF THE PAYMENT TO PROPERLY CREDIT IT BY THE DATE ON WHICH IT IS TO BECOME DUE, WE MAKE THE PAYMENT IN TIME TO ALLOW THE PAYEE TO PROPERLY CREDIT IT BY THE DATE ON WHICH IT IS TO BECOME DUE BUT THE PAYEE FAILS TO DO SO OR BEFORE THE ORDER IS TO BE CHARGED AGAINST THE ACCOUNT FROM WHICH THE PAYMENT IS TO BE MADE THE ACCOUNT IS CLOSED;

  j.  THE ORDER IS TO MAKE A TRANSFER OF FUNDS OR PAYMENT FROM A DEPOSIT ACCOUNT AND, WHEN THE TRANSFER OR PAYMENT IS PROCESSED OR IS TO BE CHARGED AGAINST THE ACCOUNT, THE AMOUNT OF THE TRANSFER OR PAYMENT EXCEEDS THE AMOUNT OF MONEY AVAILABLE FOR WITHDRAWAL FROM THE ACCOUNT (TAKING INTO CONSIDERATION, IF THE ACCOUNT IS TIED TO A LINE OF CREDIT ACCOUNT OR OTHER OVERDRAFT FACILITY WITH US, THE AMOUNT OF CREDIT AVAILABLE UNDER THE LINE OF CREDIT ACCOUNT OR OTHER OVERDRAFT FACILITY);

  k.  THE ORDER IS TO MAKE A TRANSFER OF FUNDS FROM A LINE OF CREDIT ACCOUNT AND, WHEN THE TRANSFER IS PROCESSED OR IS TO BE CHARGED AGAINST THE ACCOUNT, THE AMOUNT OF THE TRANSFER EXCEEDS THE AMOUNT OF CREDIT AVAILABLE UNDER THE ACCOUNT;

  l.  WHEN THE ORDER IS PROCESSED OR IS TO BE CHARGED AGAINST THE ACCOUNT FROM WHICH THE TRANSFER OR PAYMENT IS TO BE MADE, MONEY IN THE ACCOUNT IS: (1) SUBJECT TO ANY LEGAL PROCESS (FOR EXAMPLE, A TAX OR OTHER LEVY, EXECUTION, ATTACHMENT, INJUNCTION OR RESTRAINING, FORFEITURE, SEIZURE OR OTHER COURT OR ADMINISTRATIVE ORDER) OR ADMINISTRATIVE HOLD RESTRICTING ITS REMOVAL FROM THE ACCOUNT, (2) IS THE SUBJECT OF A DISPUTE OR LEGAL PROCEEDING;

  m.  WHEN THE ORDER IS GIVEN, ONLINE BANKING OR THE FEATURE OF ONLINE BANKING INVOLVED IN THE TRANSFER OR PAYMENT IS NOT FUNCTIONING PROPERLY OR IS OTHERWISE UNAVAILABLE;

  n.  WE ARE PREVENTED FROM MAKING THE TRANSFER OR PAYMENT BY A TECHNICAL MALFUNCTION;

  o.  ANY CIRCUMSTANCE BEYOND OUR REASONABLE CONTROL (FOR EXAMPLE, A FLOOD OR OTHER NATURAL
CATASTROPHE, WEATHER CONDITION, FIRE, RIOT OR OTHER CIVIL DISOBEDIENCE, ACT OF WAR, CYBER ATTACK OR OTHER ACT OF TERRORISM, NATIONAL EMERGENCY, EMBARGO, STRIKE OR OTHER LABOR DISPUTE, DEFECT IN OR UNAVAILABILITY, FAILURE, MALFUNCTION OR INTERRUPTION OF ANY EQUIPMENT, SERVICE OR SOFTWARE (FOR EXAMPLE, A TELECOMMUNICATION, INTERNET ACCESS, ELECTRONIC OR OTHER MAIL, COURIER OR OTHER TRANSMISSION OR COMMUNICATION SERVICE), SUSPENSION OF PAYMENTS BY ANY OTHER FINANCIAL INSTITUTION OR OPERATOR OF AN AUTOMATED CLEARING HOUSE OR ACTION OR INACTION OF ANY GOVERNMENTAL BODY, BANKING OR PAYMENT SYSTEM, CORRESPONDENT BANK OR SERVICE PROVIDER) PREVENTS US FROM MAKING THE TRANSFER OR PAYMENT;

  p.  WE IN GOOD FAITH BELIEVE THAT THERE IS A DISPUTE AS TO THE IDENTITY OF YOUR ADMINISTRATOR OR ANY ADDITIONAL USER OR THE AUTHORITY OF YOUR ADMINISTRATOR OR ANY ADDITIONAL USER TO USE ONLINE BANKING; OR

  q.  OUR FAILURE TO MAKE THE TRANSFER OR PAYMENT IS JUSTIFIED BY ANY PROVISION OF THIS AGREEMENT, BY ANY PROVISION OF ANY OTHER AGREEMENT BETWEEN YOU AND US CONCERNING ANY FEATURE OF ONLINE BANKING, ANY APPROVED DEPOSIT ACCOUNT, ANY OTHER DEPOSIT ACCOUNT WITH US, ANY APPROVED LOAN ACCOUNT, ANY LINE OF CREDIT ACCOUNT OR OTHER OVERDRAFT FACILITY WITH US TO WHICH ANY APPROVED DEPOSIT ACCOUNT OR ANY OTHER DEPOSIT ACCOUNT WITH US IS TIED OR TRANSFERS OF FUNDS OR PAYMENTS TO OR FROM ANY APPROVED DEPOSIT ACCOUNT OR ANY OTHER DEPOSIT ACCOUNT WITH US (FOR EXAMPLE, AN AGREEMENT BETWEEN YOU AND US GOVERNING TRANSFERS OF FUNDS THROUGH AN AUTOMATED CLEARING HOUSE OR BY A WIRE OR INTRABANK TRANSFER), ANY APPROVED LOAN ACCOUNT OR ANY LINE OF CREDIT ACCOUNT OR OTHER OVERDRAFT FACILITY WITH US TO WHICH ANY APPROVED DEPOSIT ACCOUNT OR ANY OTHER DEPOSIT ACCOUNT WITH US IS TIED, BY ANY OPERATING PROCEDURE, SECURITY PROCEDURE OR ERROR DETECTION PROCEDURE  OR BY APPLICABLE LAW.

22.  Our liability for failure to comply with order to stop transfer of funds or payment.  Subject to the limitations on our liability set forth in Section 20 of this agreement, our liability for damages you suffer as a result of our failure to comply with any order to stop a transfer of funds or payment ordered by you or on your behalf under this agreement will be determined by the specific agreement between you and us concerning the account from which the transfer or payment is to be made.

23.  Security and error detection procedures.   We may monitor the use of any security procedure or error detection procedure and report to you any breach of any security procedure or error detection procedure.  You acknowledge that the use of any identifier is commercially reasonable, that any security procedure or error detection procedure established by us or on our behalf will be commercially reasonable for purposes of applicable law and that any security procedure is solely for the purpose of attempting to verify that any instruction to us is actually being given by you or on your behalf and not for the purpose of detecting any error in the content, communication or transmission of the instruction to us (for example, any error in the description in the instruction to us of any amount or any name or account or other identifying number of an account or financial institution or other party).  You further acknowledge and agree that the security procedures or error detection procedures offered and implemented by us or any other security procedures or error protection procedures agreed to in writing by you and us satisfy your security wishes expressed to us and are appropriate for your business practices.

24.  Certain obligations with respect to Online Banking.   You must:

  e.  Comply, and assure that everyone acting on your behalf in connection with Online Banking complies, with applicable law, the provisions of each agreement between you and us related to Online Banking, each applicable rule of any funds transfer or payment system, each operating procedure, security procedure and error detection procedure and, in addition to each requirement as to any instruction to us contained in any operating procedure, each other requirement of ours as to any instruction to us, however communicated to you, your administrator, any additional user or anyone else acting on your behalf;

  f.  Keep confidential, and assure that everyone acting on your behalf in connection with Online Banking keeps confidential, all information relating to any operating procedure, security procedure or error detection procedure;

  d.  Not reveal, and assure that no one acting on your behalf in connection with Online Banking reveals, any information relating to any operating procedure, security procedure or error detection procedure to anyone not authorized to act on your behalf in connection with Online Banking;

  g.  Promptly notify us of any unauthorized disclosure or use of any information relating to any operating procedure, security procedure or error detection procedure;

  h.  Take, and assure that everyone acting on your behalf in connection with Online Banking takes, each action that we consider or any agent of ours considers to be necessary or appropriate in connection with Online Banking, whether to comply with applicable law, any rule of any banking or payment system or any governmental guideline or program or otherwise;

  i.  Take, and assure that everyone acting on your behalf in connection with Online Banking takes, each action necessary or appropriate to assure the security of each deposit account and line of credit account of yours with us and all equipment (for example, a computer or mobile banking device) or software (for example, an application used with a mobile banking device) used by you or on your behalf in connection with Online Banking (for example, by not leaving any computer or mobile banking device unattended while logged on to Online Banking and by logging off from Online Banking immediately upon completing any use of Online Banking);

  e.  Not use, and assure that no one acting on your behalf in connection with Online Banking uses, any software (for example, an application used with a mobile banking device) provided by us or on our behalf for use in connection with Online Banking other than as provided in this agreement or the Cash Management Agreement; and

  f.  Cooperate with us to minimize any loss, to pursue any claim against any third party and to defend against any claim by any third party if we incur any liability in connection with the provision of any service to you in connection with Online Banking.

25.  Cancellation or suspension.   You or your administrator may cancel your right to use Online Banking or any feature of Online Banking at any time by notifying us of the cancellation.  The cancellation will not take effect until we receive the notice and have a reasonable time to act on it. We may cancel or suspend your right or the right of your administrator or any additional user to use Online Banking, any feature of Online Banking or any means of accessing Online Banking.  The process for cancelling or suspending your (and your administrator’s and any additional user’s) right to use Online Banking or any feature of Online Banking may take up to three business days to take effect.  Despite the cancellation by you or your administrator of your right or the right of your administrator or any additional user to use Online Banking or any feature of Online Banking or the cancellation or suspension by us of your right or the right of your administrator or any authorized user to use Online Banking, any feature of Online Banking or any means of accessing Online, we may process any order given through Online Banking.  The cancellation or suspension will not affect any of your obligations under this agreement.  For example, you will remain liable under this agreement, including, without limitation, Sections 16 and 17.

26.  Notices.   Any notice or other communication or document concerning this agreement or Online Banking that is sent to you by us or on our behalf may be sent in any way allowed by applicable law (for example, electronic mail or facsimile). If sent by mail, the notice or other communication or document will be sent to your current mailing address shown in our records concerning Online Banking and may be sent by regular mail.  If sent by electronic mail, it will be sent to your current electronic mail address shown in those records.  If sent by facsimile, it will be sent to your current telephone number for receipt of facsimiles shown in those records.  If your mailing address, electronic mail address or telephone number for receipt of facsimiles changes, you or your administrator must promptly notify us of the new mailing address, electronic mail address or telephone number.  To notify us of the new mailing address or telephone number, you or your administrator must visit any of our offices, call us at 262-797-3833 or toll free at 1-877-672-2265 or write to us at 15700 W. Bluemound Road, Brookfield, Wisconsin 53005, Attention: Customer Support Center.  To notify us of the new electronic mail address, you or your administrator must change the electronic mail address in your profile for the banking feature of Online Banking.  Except as otherwise provided in this agreement or by applicable law:

  j.  Any notice or other communication or document concerning this agreement or Online Banking that is sent to you by us or on our behalf will take effect when it is sent; and

  k.  Any notice or other communication or document concerning this agreement or Online Banking that is sent to us by you or on your behalf must be in writing and sent by mail or courier to 15700 W. Bluemound Road, Brookfield, Wisconsin 53005, Attention: Customer Support Center, or any other address we specify and will not take effect until we receive it and have a reasonable time to act on it.

27.  Limitation on obligations.   Except to the extent required by applicable law, we will not have with respect to Online Banking any obligation to you not expressly stated in this agreement.

28.  Reliance on instructions, information and documents.   We may treat any instruction as given by you (or on your behalf) and rely on any instruction to us or any information or document with respect to Online Banking that we in good faith believe to have been given or provided by you or on your behalf, and we will not have any obligation to verify that the instruction to us, information or document was actually given or provided, or was authorized to be given or provided, by you or on your behalf or that the instruction to us, information or document is accurate or complete.

29.  Electronic mail.  We will not have to take any action based on any message sent to us by electronic mail until we receive and have a reasonable time to act on the message.  Electronic mail must not be used to communicate to us information that is urgent or requires a prompt response or prompt action (for example, a stop payment order or a report of an unauthorized transaction involving a deposit account or line of credit account).

30.  Reasonable time to act.   A reasonable time for us to act on any instruction to us or any information or document concerning this agreement or Online Banking that is received by us from you or anyone acting on your behalf will not end until at least the close of business on our second business day after our business day we receive the instruction to us, information or document.

31.  Financial and other information.  If there is any unfavorable change in your financial condition, you must promptly notify us of the change.  Whenever we ask you to do so, you must submit to us a financial statement in a form satisfactory to us and all other information we ask for concerning your financial or business affairs or the financial or business affairs of any business that you own or operate.

32.  Credit information.   We may investigate your credit record and obtain any credit report that we consider to be necessary or appropriate in connection with any aspect of our dealings with you with respect to Online Banking (for example, considering whether to cancel or suspend your right to use Online Banking and investigating any dispute concerning any transfer of funds or payment ordered through Online Banking).  We may furnish, and you irrevocably consent to our furnishing, information concerning any aspect of our dealings with you with respect to Online Banking to other financial institutions, credit reporting agencies and merchants.

33.  Obtaining of information.   You irrevocably consent to the obtaining by us or any agent of ours of any information that we consider or the agent considers to be necessary or appropriate to complete any transfer of funds or payment ordered through Online Banking or to resolve any error concerning the transfer or payment.

34.  Monitoring and recording of instructions.   In the regular course of our business, we or any agent of ours may monitor and record, and you irrevocably consent to the monitoring and recording by us or any agent of ours of, any instruction to us, regardless of how the instruction to us is communicated or transmitted.  You hereby authorize us or any of our agents to reproduce your communications, regardless of how transmitted to us, as evidence of your authorization to act in connection with Online Banking.  We will not be liable to you or any third party for any losses or damages that occur as a result of our reproduction of any communications by you.  We are not, however, under any obligation to monitor, retain or reproduce such items, unless otherwise required by applicable law. 

35.  Transfer of claims.   If we credit any deposit account or line of credit account of yours with us or reimburse you in any other way for any amount in connection with any transfer of funds or payment made using Online Banking that you claim should not have been charged against the account (for example, because of a dispute concerning the transfer or payment or because of any possible illegal, fraudulent or unauthorized use of Online Banking), you transfer to us each claim (other than a tort claim) that you have against anyone involved in the transfer or payment, you must not pursue the claim without first obtaining our permission in writing, and you must assist us in any way we ask in our pursuing the claim.

36.  Changes in agreement or operating, security or error detection procedure.   No change in this agreement or any operating procedure, security procedure or error detection procedure can be made except as provided in this Section.  We may change this agreement or any operating procedure, security procedure or error detection procedure.  Unless applicable law requires otherwise, we will send you a notice of the change or post it in Online Banking and, unless we determine that the change is required by an emergency (for example, a breach or potential breach of security), will do so at least 30 days before the date the change takes effect.  If any notice of the change that we send to you is returned to us as undeliverable, the change will still take effect.

37.  Changes in Online Banking.   We may change Online Banking by adding, deleting or changing any feature of Online Banking.  Unless applicable law requires otherwise, we will send you a notice of the change or post it in Online Banking and, unless we determine that the change is required by an emergency (for example, a breach or potential breach of security), will do so at least 30 days before the date the change takes effect.  If any notice of the change that we send to you is returned to us as undeliverable, the change will still take effect.

38.  Changes in fees.   We may establish a new fee or change an existing fee that you must pay in connection with Online Banking.  If we establish a new fee or increase an existing fee that you must pay in connection with Online Banking, we will send you a notice of the new fee or increase or post it in Online Banking at least 30 days before the date the new fee or increase takes effect unless applicable law requires otherwise.  If any notice of the change that we send to you is returned to us as undeliverable, the new fee or increase will still take effect.  We will not have to notify you if we decrease or eliminate an existing fee that you must pay in connection with Online Banking.

39.  No notice or loss of rights.   We may exercise, waive, fail to exercise or delay exercising any of our rights under this agreement, with respect to Online Banking or against any person or property without notifying you or anyone acting on your behalf.  By on any occasion exercising, waiving, failing to exercise or delaying the exercise of any of our rights under this agreement, with respect to Online Banking or against you or any property belonging to you or acquired by you in the future, we will not lose that right on any other occasion or lose any other of those rights.

40.  Waiver of rights by us.   None of our rights under this agreement, with respect to Online Banking or against you or any property belonging to you now or acquired by you in the future can be waived by us except in a writing signed by us.

41.  No transfer by you.   You may not transfer any of your rights and obligations under this agreement or with respect to Online Banking to anyone else.  Any transfer of any of those rights and obligations will be void.

42.  Transfer by us.   We may transfer any of our rights and obligations under this agreement or with respect to Online Banking to anyone else.

43.  Permitted actions.   We will not be obligated to take or liable for not taking any action in connection with Online Banking that this agreement or applicable law allows but does not require us to take.  Except to the extent limited by this agreement or applicable law, we may at any time, in our sole discretion, for any reason and without notifying you or obtaining your consent, take any action in connection with Online Banking that this agreement or applicable law allows us to take.  For example, except to the extent limited by this agreement or applicable law, we may at any time, in our sole discretion, for any reason and without notifying you or obtaining your consent, cancel or suspend your right or the right of your administrator or any additional user to use Online Banking, any feature of Online Banking or any means of accessing Online Banking (for example, a mobile banking device), refuse to honor any order to make a transfer of funds or payment given through Online Banking or change this agreement or any operating procedure, security procedure or error detection procedure.

44.  Rights under agreement.  Our rights under this agreement are in addition to, and not in place of, all rights given us by applicable law.

45.  Conflicts with applicable law.   If any part of this agreement conflicts with applicable law, that law will control, and this agreement will be considered changed to the extent necessary to comply with that law. 

46.  Continued effectiveness.   If any part of this agreement is determined to be invalid, the rest of this agreement will remain in effect.

47.  What law applies.   Any legal question concerning this agreement, Online Banking or any matter in dispute between you and us that arises in any way from Online Banking or your entering into this agreement will be decided in accordance with, to the extent applicable, federal law and, to the extent that federal law is inapplicable, law of the State of Wisconsin without regard to the conflicts of law provisions of any other state or other jurisdiction.

48.  Entire agreement.    Except for the Cash Management Agreement and any agreement between you and us concerning any feature of Online Banking, any approved deposit account, any other deposit account of yours with us, any approved loan account, any line of credit account or other overdraft facility with us to which any approved deposit account or other deposit account of yours with us is tied, transfers of funds or payments to or from any approved deposit account or any other deposit account of yours with us (for example, an agreement between you and us governing transfers of funds through an automated clearing house or by a wire or intrabank transfer), any approved loan account or any line of credit account or other overdraft facility with us to which any approved deposit account or any other deposit account with us is tied or any operating procedure, security procedure or error detection procedure, this agreement is the final and complete agreement between you and us concerning Online Banking.  Any statement concerning Online Banking made by any of our employees or anyone else is not part of this agreement.  This agreement replaces any other agreement now existing between you and us for Online Banking.

49.  Conflicting provisions.  If there is a conflict between a provision in this agreement and a provision of any other agreement referenced in Section 48 above (other than the Cash Management Agreement), this agreement shall control, unless the conflict results from a provision that is specific to the service or feature of Online Banking covered by such other agreement.  A conflict between a provision in this agreement and a provision in the Cash Management Agreement will be governed by the provision in the Cash Management Agreement.  It is the intent of the parties to this agreement to have the general Online Banking terms and conditions governed by this agreement and the Cash Management Agreement (including, without limitation, indemnification provisions, limitation of liability provisions, disclaimer of warranties, assignment, etc.) and the specific, service-related provisions governed by the applicable supplements or other agreements that are made subject to this agreement (including, without limitation, transaction-related procedures and notices, termination provisions for a given feature of Online Banking, etc.). 

50.  Waiver of trial by jury.  YOU IRREVOCABLY WAIVE ANY RIGHT YOU HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING BY US AGAINST YOU OR BY YOU AGAINST US INVOLVING THIS AGREEMENT, ONLINE BANKING OR ANY MATTER IN DISPUTE BETWEEN YOU AND US THAT ARISES IN ANY WAY FROM ONLINE BANKING OR YOUR ENTERING INTO THIS AGREEMENT.

51.  Agreement.   By enrolling in Online Banking, using Online Banking or allowing anyone else to have any identifier or to use Online Banking, you agree to be bound by all provisions of this agreement, all our instructions and requirements concerning Online Banking and all legal terms and conditions contained on our website.  Also, if your administrator or any additional user uses Online Banking or allows anyone else to have any identifier or to use Online Banking, you agree to be bound by all those provisions, instructions, requirements and legal terms and conditions.

52.  Accounts for Personal, Family or Household Use.  Notwithstanding anything to the contrary herein, if you intend to use any feature of Online Banking for accounts used for personal, family or household use, you must designate all such accounts for such use prior to being able to access them through Online Banking and all such accounts will be governed by the agreements and disclosures related to personal accounts provided by us at the opening of such personal accounts.  If such an account is a multi-party account, all of the owners of such account must authorize such access prior to anyone being able to access such account through Online Banking.  
 
NORTH SHORE BANK
Electronic Delivery of Statements, Notices and Disclosures Agreement
 
By accepting the terms and conditions of this Electronic Delivery of Statements, Notices and Disclosures Agreement (“Agreement”), you agree to permit Bank to provide Statements, Notices and Disclosures to you in electronic form, instead of providing such Statements, Notices and Disclosures in written form.  Your Statements, Notices and Disclosures with Bank are subject to applicable law and the terms of this Agreement which shall remain valid until such time as you terminate this Agreement. 
 
Definitions
"Bank" mean North Shore Bank, FSB or, as applicable, Illinois State Bank (a division of North Shore Bank, FSB).
"You" and "your" refer to the customer of Bank that is accepting the terms of this Agreement.
"Account" or "Accounts" means all of your accounts at Bank (including, without limitation, loan and deposit accounts).
Disclosure” or “Disclosures” means communications to you by Bank related to or concerning an Account required to be given pursuant to applicable laws and regulations.
eStatement” refers to a Statement for an Account that is presented in an electronic format.
Notice” or “Notices” means communications to you by Bank related to or concerning the terms and conditions of an Account (including, but not limited to, notice of: (a) overdraft/insufficient funds, (b) modifications to terms or conditions related to an Account, and (c) a breach of your obligations related to an Account).
Statement” or “Statements” means transaction and balance reports, confirmations and payment reports and invoices for an Account.
 
General Terms and Conditions
With regard to the delivery of Statements, Notices and Disclosures by Bank to you, the provisions in this Agreement shall take precedence over any conflicting provision in any other agreement between you and Bank.  All such other agreements between you and Bank shall remain unchanged and in full force and effect, except as modified by this Agreement.  If you or Bank terminate this Agreement in the future, the provisions in such other agreements between you and Bank shall be reinstated and control all issues with regard to the delivery of Statements, Notices and Disclosures by Bank to you.
 
If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of any provision herein.  Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement without the prior written consent of Bank. This Agreement is binding upon your heirs or authorized successors and assigns and Bank's successors and assigns.  Any obligation under this Agreement that, by its nature, would continue beyond the termination, cancellation or expiration of this Agreement shall survive the termination, cancellation or expiration of this Agreement.
 
Consent to Electronic Delivery of Statements, Notices and Disclosures
You have the right to receive printed Statements, Notices and Disclosures mailed to your mailing address of recordÍž however, by accepting the terms and conditions of this Agreement, you acknowledge and agree that Bank may cease providing you with printed Statements, Notices and Disclosures in the mail, and that all future Statements, Notices and Disclosures may be maintained on a website that you may access to obtain, review, print and otherwise copy or download such Statements, Notices, and Disclosures.  You agree that all Statements, Notices and Disclosures provided to you pursuant to this Agreement (including, without limitation, any future Disclosures or Notices required by applicable law) may be made electronically via email with or without an attachment, with instructions or a link or in any other manner determined by Bank.
  a.  You agree to notify Bank promptly of any change of your email address. For your protection and for security purposes, Bank will not accept any change of email address requests via email outside of your online Account. If you have not notified Bank in writing of any change of your email address, you agree that your failure to provide Bank with a current and functioning email address constitutes the lack of ordinary care on your part.  If Bank becomes aware that you are not receiving email, Bank may, but is not obligated to, send all future Statements, Notices and Disclosures and related attachments and/or documents to you via U.S. Mail to your last address known to Bank.  You agree to indemnify Bank against any liability or expense that is incurred by, imposed on or asserted against Bank as a result of any incorrect email address provided to Bank by you or on your behalf for use in connection with the provision of any electronic Statements, Notices and Disclosures. Termination of this Agreement
You may terminate this Agreement at any time by providing Bank notice (as provided below) of your desire to receive paper copies of Statements, Notices and Disclosures.  Notwithstanding the previous sentence, Bank may request that your notification be in writing.  Depending upon when Bank receives your termination request in a Statement period, it may take up to two Statement periods to implement the termination.  Bank may continue to make electronic Statements, Notices, and Disclosures to you until the termination takes effect.  No termination of this Agreement will affect the validity or legal effect of any electronic Statements, Notices, and Disclosure provided to you before such termination takes effect.
 
Security
You understand the importance of your role in preventing misuse of your Accounts, and you agree to promptly examine each eStatement for each of your Accounts as soon as you receive it. You agree to protect the confidentiality of your Accounts, Account numbers, access IDs, and Account passwords.  You understand that your access IDs and passwords by themselves or together with information related to your Account, may allow unauthorized access to your Account.
 
For security reasons, Bank will require the use of an individualized password to gain access to your Statements, Notices and Disclosures.  You may be prevented from accessing your Statements, Notices, and Disclosures if you fail to enter your password correctly a certain number of times.  If you are prevented from access to your Accounts due to the use of an incorrect password, please contact Bank at 1-262-797-3833 or toll free at 1-877-672-2265.
 
Your online Account password is confidential information that should be known only by you. Bank will not, at any time and for any reason, ask for your online Account password.  If anyone contacts you and requests this information, please contact Bank immediately. You are responsible for keeping your online Account password confidential.
 
Periodic Statements
Your eStatement will be dated the day of the email notifying you of the availability of your Statement ("Email Date"). You agree to promptly access and review your eStatement and any accompanying items and notify Bank in writing (within 30 calendar days of the Email Date or within a different time period as required by applicable law) of any error, unauthorized signature, lack of signature, alteration, or other irregularity.  If you allow someone else to access and review your eStatement, you are still fully responsible to access and review your eStatement for, without limitation, any errors, unauthorized signatures, lack of signatures, alterations, or other irregularities.  Any applicable time periods within which you must notify Bank of any errors on your Account Statements shall begin on the Email Date regardless of when you receive and/or open the eStatement.  If your Account is closed, the final Statement for the Account that Bank sends to you or otherwise makes available to you will be a paper copy.  Bank may charge a Statement copy fee for providing this service.
 
Change in Terms
Bank may change any term of this Agreement at any time. If the change would result in increased fees for any Bank service, or any additional responsibilities or liabilities for you that were not already included in this Agreement, Bank agrees to give you a Notice at least 30 days before the effective date of any such change, unless an immediate change is necessary in Bank’s discretion to maintain the security of your Account or Bank’s electronic communication or fund transfer system.  Bank may provide any required Notice of the change in terms to you by email or by postal mail. If the change would not result in increased fees for any Bank service or additional responsibilities or liabilities for you, and the change does not jeopardize the security of the Account or Bank’s electronic communication or fund transfer system, Bank will notify you of the change in terms no later than 30 days after the change becomes effective. If there is more than one party to the Account, notice to any one Account owner will be effective for all.
 
Disclaimer of Warranties and Limitation of Liability
Bank makes no warranty of any kind, express or implied, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, in connection with the Statements, Notices and Disclosures provided to you under this Agreement.  Bank does not and cannot warrant that the Statements, Notices and Disclosures will operate without error, or that the Statements, Notices and Disclosures will be available at all times.  Except as specifically provided in this Agreement, or otherwise required by applicable law, you agree that Bank and its officers, directors, employees, agents and contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of any services or products provided under this Agreement or by reason of your use of the Statements, Notices and Disclosures, including, without limitation, loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty or any other legal theory. Further, in no event will Bank or any of Bank’s affiliates be liable for: (a) damages that result from anything other than Bank’s (or Bank’s affiliate’s, as applicable) gross negligence or willful misconduct; or (b) damages that exceed the amounts paid by you for the services provided to you under this Agreement in the three-month period immediately preceding the date of the event creating the claim.
 
Communications Between Bank and You
Unless this Agreement provides otherwise, you can communicate with Bank in any one of the following ways:
 
Telephone: You can contact Bank by telephone at: 1-262-797-3833 or toll free at 1-877-672-2265. 
 
Postal Mail: You can write to Bank at: 15700 W. Bluemound Rd., Brookfield, WI 53005, Attention: Customer Support Center.
 
Combined Statements
Combined Statements will allow for the combination of your savings, checking and loan Accounts to your master checking Account (“Master Checking”).  Ownership for combined Statements should be identical. If your Master Checking is a multiple party Account, any person having access to your Master Checking will also have access to all Account information available on the combined Statement whether or not such person has an interest in any of the other Accounts reported on the combined Statement.  By requesting a combined Statement, you are authorizing the aforementioned access by third parties to any Statements, Disclosures, and Notices related to the other Accounts reported on the combined Statement.  Your Master Checking must be active to allow for combined eStatements.  If your preference for your Master Checking is changed to paper Statements, all Accounts will receive paper Statements.
 
Procedures
You will receive an email shortly after the end of each Statement period (not all Accounts generate monthly Statements) with your eStatement. You may link to Bank’s eStatement website by clicking on the link in the email. Clicking this link will take you to the logon page for eStatements. You will need to enter your access ID and password to view your eStatement.  Bank may provide Notices and Disclosures to you directly to your email address or, in its discretion, provide notice to you at your email address of the availability of any electronic Notices and Disclosures and you may then access the Notices and Disclosures by way of a link to Bank’s website using the procedures authorized by Bank. 
 
All electronic Statements, Notices, and Disclosures will be available to you at Bank’s website for eighteen (18) months, except that such Statements, Notices, and Disclosures will not be available to you at Bank’s website after the termination of this Agreement take effect.  Except to the extent that applicable law requires otherwise, Bank’s notice will be the only notice that Bank sends to you concerning the availability of the electronic Statements, Notices, and Disclosures.  Bank’s notice will constitute delivery of the electronic Statements, Notices, and Disclosures to you, whether or not such Statements, Notices, and Disclosures are viewed or printed by you or on your behalf.  Neither you nor anyone acting on your behalf may use the reply function for electronic mail to reply to Bank’s notice for any reason, but if that happens, Bank will not be obligated to do anything in response to the reply.
 
Hardware and Software Requirements
The hardware and software requirements necessary for accessing and viewing Statements, Notices and Disclosures electronically are set forth in the “Cash Management Agreement” between you and Bank.
 
IN WITNESS WHEREOF, the undersigned hereby accepts the terms and conditions of this Agreement and has caused this Agreement to be executed by its duly authorized officer(s), or himself or herself (as applicable), as of the date set forth below.

June 2015 Version
 
 
Business Account Service Fees
 
Account closure within 180 days of opening $40.00/account
Business Money Market Accounts
Business Money Market Accounts Below $1,000 minimum daily balance
High Yield Business Money Market Below $10,000 minimum daily balance
Excess transaction fee (greater than 5 items deposited per day)
Charge for checks or pre-authorized transfers over six per statement
 
$15.00/month
$15.00/month
$15.00 per day
$15.00 each
Coin counting 5%
Commercial account balance assessment $0.009 per $100
Deposited currency $1.00 per $1,000
Item return/redeposit fee $15.00/item
Purchased coin and currency
Currency std strap
Coin roll
 
 $0.50 per strap
$0.10 per roll
Deposit adjustments $5.00
Expedited order $11.00
Automatic Teller Machine (ATM) and Debit Card ATM withdrawals, withdrawal attempts and balance inquires within the Money Pass network and at all North Shore Bank ATMs. No charge  
(No surcharges or account fees)
ATM withdrawals, withdrawal attempts and balance inquiries not at North Shore Bank or Money Pass network
Inside United States*
Outside the United States*
ATM transaction adjustment
Debit card replacement
 
$2.50 each
$5.00 each
$15.00 each
$10.00 each
ATM empty envelope deposit $36.00 each
Foreign transactions (additional fees may apply) 3% of withdrawals
Point-of-sale transactions (There may be additional fees (i.e. surcharges) imposed by other banks or ATM owners when using non-North Shore Bank or Money Pass network ATMs) No charge
Cashier’s check and money order $5.00 each
Cashed for non-customer $10.00 each
Cashier’s check reissue $36.00 each
Copy of check written on North Shore Bank account $6.00 each
Copy of statement $5.00/page
Inactivity/Dormancy checking account fee(after 6 months) $6.00/month
Legal processes (garnishments, levies, etc.)   $100.00 (plus costs)
Non-sufficient funds (NSF) (returned, electronic payments Item paid and account overdrawn
by $0.01 to $1.00
Item paid and account overdrawn $1.01 or more
Item returned unpaid
Overdrawn account balance  
 
No charge
$36.00/item
$36.00/item
$5.00/day
Research or account reconciliation fee $30.00 per half hour
Per item $1.00/item
Special handling of accounts/statements/documents additional fee per item or month $25.00
Stop payment order fee Including electronic payments, official checks and money orders $36.00/item
Telephone transfer: 24-Hour Telephone Banking No charge
Staff assisted $5.00 each
Undeliverable mail fee $5.00/month/account
Business Online Banking (BOB)
Set Up Fee
 BOB Monthly Maintenance
Per account over 3
 
N/A
$10.00/month
$5.00/month
Business Mobile Deposit $5.00/month
Business Online Banking Online Cash Management (OCM)
OCM Set Up Fee
OCM Monthly Maintenance
Per account over 6
 
N/A
$20.00/month
$2.00/month
Business Online Banking ACH
ACH Set Up Fee
ACH Monthly Maintenance
ACH activity
 
$ 50.00 **
$10.00/month
$ 0.15 each
In Branch Wire transfers
Domestic incoming
Domestic outgoing
International incoming
International outgoing
 
$16.00 each
$25.00 each
$30.00 each
$45.00 each
Business Online Banking Wire Transfer
Wire Transfer Set Up Fee
Wires Monthly Maintenance
Outgoing Wire - Domestic
Outgoing Wire - International
 
$50.00 **
$15.00/month
$10.00 each
$30.00 each
Remote Deposit Capture (RDC)  - Each user requires their own token
RDC Set Up Fee
RDC Monthly Maintenance Fee
Scanner
Security Tokens
 
$ 75.00 **
$ 50.00/month
Varies
$ 25.00 each
Commercial LOC Sweep $ 85.00/month
Business Sweep Account $70.00/month
ZBA – Zero Balance Account $15.00/month
Positive Pay
Set Up Fee
One Time License Fee
Positive Pay Monthly Maintenance (includes 5 accts)
Extra Monthly fee for each additional 5 accts
 
$ 25.00**
$250.00
$ 60.00/month
$ 20.00/month
 
 **indicates waived with High Value Checking
 

 
SYSTEM REQUIREMENTS
 
 
The following operating systems have been tested and certified for use with the Services:
  • Microsoft Windows 7 - 32 bit - All editions
  • Microsoft Windows 8
  • Microsoft Windows Vista - 32 bit - Business
 
The following Internet browsers have been tested and certified for use with the Services:
  • Apple Safari 6.0
  • Apple Safari 7.0
  • Apple Safari 8.0
  • Google Chrome
  • Microsoft Edge
  • Microsoft Internet Explorer 10.0
  • Microsoft Internet Explorer 11.0
  • Microsoft Internet Explorer 9.0
  • Mozilla Firefox
 
Supported Browsers
To access accounts using the Services, a customer needs a personal computer with Internet access. The browser used to access the Internet must be a browser that is either certified or supported by the Services.
 
Unsupported Browsers
Any browser that is not listed above is unsupported.  This includes beta/developer versions of browsers that have not been publicly released into production.  Although an unsupported browser may work with the Services, it has not been specifically tested to ensure that it is fully functional with the Services.
 
Browser Settings
Listed below are the general minimum settings for a browser to access the Services.
  • First-party cookies must be allowed
  • JavaScript enabled
  • Active Scripting enabled, if applicable
  • Binary and Script Behaviors enabled, if applicable
  • To ensure uninhibited downloads, automatic prompting for file downloads enabled
 
Minimum Hardware Recommendations
  • Intel Pentium® IV, 3.2GHz Processor
  • 60 GB hard drive (disk space)
  • 2 GB RAM or higher (memory)
  • USB Ports: 2.0 Port Required
  • Internet Connection, 512 kb up/down minimum recommended speed
  • Operating System (OS) – Windows XP SP3 and higher, 32 or 64 bit Vista, or Windows 7
  • PC Monitor: 1024 X 768 Resolution
  • PC Microsoft English/US Style Keyboard and Mouse
  • Printer Access (optional for report printing)
  • User must have administrative rights to the local drive
 
Software Requirements
  • Internet Explorer version 7 Service Pack 1 or higher
  • The Remote Deposit Capture URL must be defined in Internet Security settings as a Trusted Site on the workstation
  • Microsoft.Net Framework Version 2.0 Service Pack 2 or higher
  • Adobe Acrobat Reader 6.0 or higher to view reports
  • Appropriate Ranger Device Driver
  • All Java updates installed
  • Port 443 unlocked to allow https connections
  • All Windows updates marked Critical installed
  • Ranger driver installation requires ActiveX controls to be enabled on the workstation
               
Encryption
 
All images transmitted by Company to Bank shall be encrypted by at least 128 bit RC4 encryption or its equivalent. 
 

Still have questions?  Email Us  |  Visit your neighborhood branch.  |  877.672.2265
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Routing Number: 275071356    Customer Service: 877.672.2265
Routing Number: 275071356 | Customer Service: 877.672.2265 | Member FDIC | Copyright North Shore Bank