Small Business Bill Payment Terms of Service
1. Introduction. This Small Business Bill Payment Terms of Service document (hereinafter "Agreement") is a contract between the Business that owns the Eligible Transaction Account (hereinafter “you”) and Stockman Bank of Montana (hereinafter "we", “us” or "our") in connection with the Small Business Bill Payment Service (as defined below) offered through our online banking site or mobile applications (the "Site"). This Agreement applies to your use of the Small Business Bill Payment Service and the portion of the Site through which the Small Business Bill Payment Service is offered. In the event of any conflict or inconsistency between the provisions of this Agreement and the terms and conditions of any other agreement between the parties relating to an Eligible Transaction Account, the terms and provisions of this Agreement shall control.
2. Description of Small Business Bill Payment Service. The bill payment service (the “Small Business Bill Payment Service” or “Service”) enables you to receive, view, and pay bills from the Site.
a. "ACH Network" means the funds transfer system, governed by the NACHA Rules, that provides funds transfer services to participating financial institutions.
b. "Affiliates" are companies related by common ownership or control.
c. “Authorized User” means the employee(s) or agent(s) that you authorize as an individual to have full rights to conduct the activities outlined in Section 34 (Authorized Users; Passwords and Security) below on your behalf.
d. "Biller" is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be.
e. "Billing Account" is the checking account from which all Small Business Bill Payment Service fees will be automatically debited.
f. “Business” means any person or entity other than a Consumer with an Eligible Transaction Account that utilizes the Small Business Bill Payment Service.
g. "Business Day" is every Monday through Friday, excluding Federal Reserve holidays or other days that banks are legally closed.
h. “Consumer” means a person (not a business or other entity) with an Eligible Transaction Account primarily for personal, family or household purposes.
i. "Due Date" is the date reflected on your Biller statement for which the payment is due, not the late payment date or the date beginning or a date during any grace period.
j. "Eligible Transaction Account" is a transaction account that the small business holds with us and from which your bill payments will be debited, your Small Business Bill Payment Service fees, if any, will be automatically debited, or to which payments and credits to you will be credited, that is eligible for the Small Business Bill Payment Service. An Eligible Transaction Account may include a checking, money market or other direct deposit account, credit card account, or debit card account, including any required routing information.
k. "Exception Payments" means payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property).
l. "Payment Instruction" is the information provided by you to the Small Business Bill Payment Service for a bill payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number, and Scheduled Payment Date).
m. "Payment Network" means a debit or credit network (such as the ACH Network or ACCEL / Exchange payment network) through which funds may be transferred.
n. "Scheduled Payment" is a payment that has been scheduled through the Small Business Bill Payment Service but has not begun processing.
o. "Scheduled Payment Date" is the day you want your Biller to receive your bill payment, unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day.
p. "Service Provider" means companies that we have engaged (and their Affiliates) to render some or all of the Small Business Bill Payment Service to you on our behalf.
4. Service Providers. We are offering you the Small Business Bill Payment Service through one or more Service Providers that we have engaged to render some or all of the Small Business Bill Payment Service to you on our behalf. However, notwithstanding that we have engaged such a Service Provider to render some or all of the Small Business Bill Payment Service to you, we are the sole party liable to you for any payments or transfers conducted using the Small Business Bill Payment Service and we are solely responsible to you and any third party to the extent any liability attaches in connection with the Small Business Bill Payment Service. You agree that we have the right under this Agreement to delegate to Service Providers all of the rights and performance obligations that we have under this Agreement, and that the Service Providers will be third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us.
5. Payment Scheduling. The earliest possible Scheduled Payment Date for each Biller will be designated within the portion of the Site through which the Small Business Bill Payment Service is offered when you are scheduling the payment. Therefore, the Small Business Bill Payment Service will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement unless the Due Date falls on a non-Business Day. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. Depending on the method of payment, your Eligible Transaction Account may be debited prior to the Scheduled Payment Date. For example, if the selected method of payment is a draft, the draft arrives earlier than the Scheduled Payment Date due to expedited delivery by the postal service, and the Biller immediately deposits the draft, your Eligible Transaction Account may be debited earlier than the Scheduled Payment Date.
6. The Small Business Bill Payment Service Guarantee. Due to circumstances beyond the control of the Small Business Bill Payment Service, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your account. The Small Business Bill Payment Service will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the Section 5 (Payment Scheduling) above.
7. Payment Authorization and Payment Remittance. You represent and warrant that you or your Authorized Users are acting with full authority for the applying entity, and that you are duly authorized to execute this Agreement on behalf of the applying entity. By providing the Small Business Bill Payment Service with names and account information of Billers to whom you wish to direct payments, you authorize the Small Business Bill Payment Service to follow the Payment Instructions that it receives through the Site. In order to process payments more efficiently and effectively, the Small Business Bill Payment Service may edit or alter payment data or data formats in accordance with Biller directives.
When the Small Business Bill Payment Service receives a Payment Instruction, you authorize the Small Business Bill Payment Service to debit your Eligible Transaction Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize the Small Business Bill Payment Service to credit your Eligible Transaction Account for payments returned to the Small Business Bill Payment Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another Authorized User of the Small Business Bill Payment Service.
The Small Business Bill Payment Service will attempt to make all your payments properly. However, the Small Business Bill Payment Service shall incur no liability and any Small Business Bill Payment Service Guarantee (as described in Section 6 above) shall be void if the Small Business Bill Payment Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:
- If, through no fault of the Small Business Bill Payment Service, your Eligible Transaction Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;
- The payment processing center is not working properly and you know or have been advised by the Small Business Bill Payment Service about the malfunction before you execute the transaction;
- You have not provided the Small Business Bill Payment Service with the correct Eligible Transaction Account information, or the correct name, address, phone number, or account information for the Biller; and/or,
- Circumstances beyond control of the Small Business Bill Payment Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Small Business Bill Payment Service has taken reasonable precautions to avoid those circumstances.
Provided none of the foregoing exceptions are applicable, if the Small Business Bill Payment Service causes an incorrect amount of funds to be removed from your Eligible Transaction Account or causes funds from your Eligible Transaction Account to be directed to a Biller which does not comply with your Payment Instructions, the Small Business Bill Payment Service shall be responsible for returning the improperly transferred funds to your Eligible Transaction Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.
8. Payment Cancellation Requests. You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the portion of the Site through which the Small Business Bill Payment Service is offered. There is no charge for canceling or editing a Scheduled Payment. Once the Small Business Bill Payment Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.
9. Stop Payment Requests. The Small Business Bill Payment Service's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Small Business Bill Payment Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact customer care for the Small Business Bill Payment Service in the manner set forth in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) below. Although the Small Business Bill Payment Service will attempt to accommodate your request, the Small Business Bill Payment Service will have no liability for failing to do so. The Small Business Bill Payment Service may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.
10. Exception Payments Requests. Exception Payments may be scheduled through the Small Business Bill Payment Service, however Exception Payments are discouraged and must be scheduled at your own risk. Except as required by applicable law, in no event shall the Small Business Bill Payment Service be liable for any claims or damages resulting from your scheduling of Exception Payments. The Small Business Bill Payment Service Guarantee (as described in Section 6 above) does not apply to Exception Payments.
11. Bill Delivery and Presentment. The Small Business Bill Payment Service includes a feature that electronically presents you with electronic bills from select Billers. Electronic bills may not be available from all of your Billers. Electronic bills are provided as a convenience only, and you remain solely responsible for contacting your Billers directly if you do not receive their statements. In addition, if you elect to activate one of the Small Business Bill Payment Service's electronic bill options, you also agree to the following:
- Presentation of electronic bills – You will receive electronic bills from a Biller only if both: (a) you have designated it in the Small Business Bill Payment Service as one of your Billers, and (b) the Biller has arranged with our Service Provider to deliver electronic bills. The Small Business Bill Payment Service may then present you with electronic bills from that Biller if you affirmatively elect online within the Small Business Bill Payment Service to receive electronic bills from the Biller. You can elect online within the Small Business Bill Payment Service to stop receiving electronic bills from a Biller. When affirmatively electing to receive electronic bills from a particular Biller, you may be presented with terms from that Biller for your acceptance. We are not a party to such terms.
- Paper Copies of electronic bills – If you start receiving electronic bills from a Biller, the Biller may stop sending you paper or other statements. The ability to receive a paper copy of your statement(s) is at the sole discretion of the Biller. Check with the individual Biller regarding your ability to obtain paper copies of electronic bills on a regular or as-requested basis.
- Sharing Information with Billers – You authorize us to share identifying personal information about you (such as name, address, telephone number, Biller account number) with companies that you have identified as your Billers and which we have identified as offering electronic bills for purposes of matching your identity on the Small Business Bill Payment Service’s records and the Biller’s records to activate your affirmative request for electronic bills.
- Information held by the Biller. We are unable to update or change your personal information such as, but not limited to, name, address, phone numbers and email addresses, that is held by the Biller. Any changes will require you to contact the Biller directly. Additionally it is your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill. We may, at the request of the Biller, provide to the Biller your email address, service address, or other data specifically requested by the Biller for purposes of the Biller matching your identity against its records or informing you about the Biller’s services and/or bill information.
- Activation. We will notify the Biller of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Biller reserves the right to accept or deny your request to receive electronic bills.
- Authorization to obtain bill data. You authorize us to obtain bill data from your Billers that you have requested to send you electronic bills, and from your Billers that wish to send you trial electronic bills. For some Billers, you will be asked to provide us with your user name and password for that Biller. By providing us with such information, you authorize us to use the information to obtain your bill data.
- Notification. We will attempt to present all of your electronic bills promptly. In addition to notification within the Small Business Bill Payment Service, we may send an e-mail notification to the e-mail address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Small Business Bill Payment Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. You are responsible for ensuring timely payment of all bills.
- Cancellation of electronic bill notification. The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. We will notify your electronic Biller(s) as to the change in status of your account and it is your sole responsibility to make arrangements for an alternative form of bill delivery. We will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.
- Non-Delivery of electronic bill(s). You agree to hold us harmless should the Biller fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly.
- Accuracy and dispute of electronic bill. We are not responsible for the accuracy of your electronic bill(s). We are only responsible for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be directly addressed and resolved with the Biller by you.
This Agreement does not alter your liability or obligations that currently exist between you and your Billers.
- Where it is necessary for completing transactions;
- Where it is necessary for activating additional services;
- In order to verify the existence and condition of your account to a third party, such as a credit bureau or Biller;
- To a consumer reporting agency for research purposes only;
- In order to comply with a governmental agency or court orders; or,
- If you give us your written permission.
13. Small Business Bill Payment Service Fees and Additional Charges. You are responsible for paying all fees associated with your use of the Small Business Bill Payment Service. Applicable fees will be disclosed in the user interface for, or elsewhere within, the Small Business Bill Payment Service or Site. Any applicable fees will be charged regardless of whether the Small Business Bill Payment Service was used, except for fees that are specifically use-based. Use-based fees for the Small Business Bill Payment Service will be charged against the Billing Account. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize the Small Business Bill Payment Service to deduct the calculated amount from your designated Billing Account. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and Internet service fees that may be assessed by your telephone and Internet service provider. Section 27 (Failed Or Returned Payment Instructions) applies if you do not pay our fees and charges for the Small Business Bill Payment Service, including without limitation if we debit the Billing Account for such fees, as described in this Section, and there are insufficient fees in the Billing Account.
14. Biller Limitation. The Small Business Bill Payment Service reserves the right to refuse to pay any Biller to whom you may direct a payment. As required by applicable law, the Small Business Bill Payment Service will notify you promptly if it decides to refuse to pay a Biller designated by you as set forth in Section 22 (Prohibited Payments) or an Exception Payment under this Agreement.
15. Returned Payments. In using the Small Business Bill Payment Service, you understand that Billers and/or the United States Postal Service may return payments to the Small Business Bill Payment Service for various reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. The Small Business Bill Payment Service will attempt to research and correct the returned payment and return it to your Biller, or void the payment and credit your Eligible Transaction Account. You may receive notification from the Small Business Bill Payment Service.
16. Notices to Us Regarding the Small Business Bill Payment Service. Except as otherwise stated below, notice to us concerning the Small Business Bill Payment Service must be sent by postal mail to: 700 Main Street, PO Box 250, Miles City, MT 59301. We may also be reached at 855-818-4517 for questions and other purposes concerning the Small Business Bill Payment Service. We will act on your telephone calls as described below in Section 31 (Errors, Questions, and Complaints), but otherwise, such telephone calls will not constitute legal notices under this Agreement.
17. Notices to You. You agree that we may provide notice to you by posting it on the Site, sending you an in-product message within the Small Business Bill Payment Service, emailing it to an email address that you have provided us, mailing it to any postal address that you have provided us. All notices by any method shall be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) Business Days after it is mailed. You may request a paper copy of any legally required disclosures and you may terminate your consent to receive required disclosures through electronic communications by contacting us as described in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above. We reserve the right to charge you a reasonable fee not to exceed twenty dollars ($20.00) to respond to each such request. We reserve the right to terminate your use of the Small Business Bill Payment Service if you withdraw your consent to receive electronic communications.
19. Receipts and Transaction History. You may view your transaction history by logging into the Small Business Bill Payment Service and looking at your transaction history. You agree to review your transactions by this method instead of receiving receipts by mail.
21. Eligibility. The Small Business Bill Payment Service is offered only to domestic Businesses with a physical address located within the United States (or its territories). If an Eligible Transaction Account is owned by more than one person, or has more than one Authorized User, each person individually may provide us with instructions, make any decision, obtain any information or make any request associated with the Eligible Transaction Account and related Small Business Bill Payment Service, to the extent allowed by agreements covering the Eligible Transaction Account. By using the Small Business Bill Payment Service, you represent that you meet these requirements and that you agree to be bound by this Agreement.
22. Prohibited Payments. The following types of payments are prohibited through the Small Business Bill Payment Service, and we have the right but not the obligation to monitor for, block, cancel and/or reverse such payments:
a. Payments to or from persons or entities located in prohibited territories (including any territory outside of the United States); and
b. Payments that violate any law, statute, ordinance or regulation; and
c. Payments that violate the Acceptable Use terms in Section 23 below; and
d. Payments related to: (1) tobacco products, (2) prescription drugs and devices; (3) narcotics, steroids, controlled substances or other products that present a risk to consumer safety; (4) drug paraphernalia; (5) ammunition, firearms, or firearm parts or related accessories; (6) weapons or knives regulated under applicable law; (7) goods or services that encourage, promote, facilitate or instruct others to engage in illegal activity; (8) goods or services that are sexually oriented; (9) goods or services that promote hate, violence, racial intolerance, or the financial exploitation of a crime; (10) goods or services that defame, abuse, harass or threaten others; (11) goods or services that include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (12) goods or services that advertise, sell to, or solicit others; or (13) goods or services that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the laws of any jurisdiction; and
e. Payments related to gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to, casino games, sports betting, horse or dog racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes; and
f. Payments relating to transactions that (1) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or multi-level marketing programs, (2) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (3) are for the sale of items before the seller has control or possession of the item, (4) constitute money-laundering or terrorist financing, (5) are associated with the following "money service business" activities: the sale of traveler’s checks or money orders, currency dealers or exchanges, or check cashing, or (6) provide credit repair or debt settlement services; and
g. Tax payments and court ordered payments.
Except as required by applicable law, in no event shall we or our Service Providers be liable for any claims or damages resulting from your scheduling of prohibited payments. We encourage you to provide notice to us by the methods described in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above of any violations of the Agreement generally.
23. Acceptable Use. You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of the Small Business Bill Payment Service, regardless of the purpose of the use, and for all communications you send through the Small Business Bill Payment Service. We and our Service Providers have the right but not the obligation to monitor and remove communications content that we find in our sole discretion to be objectionable in any way. In addition, you are prohibited from using the Small Business Bill Payment Service for communications or activities that: (a) violate any law, statute, ordinance or regulation; (b) promote hate, violence, racial intolerance, or the financial exploitation of a crime; (c) defame, abuse, harass or threaten others; (d) include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (e) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (f) impose an unreasonable or disproportionately large load on our infrastructure; (g) facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (h) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy the Small Business Bill Payment Service or the portion of the Site through which the Small Business Bill Payment Service is offered without our prior written permission; (i) constitute use of any device, software or routine to bypass technology protecting the Site or Small Business Bill Payment Service, or interfere or attempt to interfere, with the Site or the Small Business Bill Payment Service; or (j) may cause us or our Service Providers to lose any of the services from our internet service providers, payment processors, or other vendors. We encourage you to provide notice to us by the methods described in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above of any violations of the Agreement generally.
24. Payment Methods and Amounts. There are limits on the amount of money you can send or receive through our Small Business Bill Payment Service. Your limits may be adjusted from time-to-time in our sole discretion. We or our Service Provider also reserve the right to select the method in which to remit funds on your behalf though the Small Business Bill Payment Service, and in the event that your Eligible Transaction Account is closed or otherwise unavailable to us the method to return funds to you. These payment methods may include, but may not be limited to, an electronic debit, a paper check drawn on the account of our Service Provider, or draft drawn against your account.
25. Your Liability for Unauthorized Transfers. Federal Regulation E provides certain protections against loss resulting from unauthorized online banking or mobile banking transfers from your personal account, including bill payments or transfers to other accounts. These protections do not apply to business purpose accounts, regardless of account ownership.
Immediately following your discovery of an unauthorized Payment Instruction, you shall communicate with customer care for the Small Business Bill Payment Service in the manner set forth in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above. You acknowledge and agree that time is of the essence in such situations. Tell us AT ONCE if you believe your user identification, password, or other means of accessing the Small Business Bill Payment Service have been stolen or used without your permission. You could lose all of the money in your Eligible Transaction Account, plus any credit available in any available overdraft protection plan. Also, if the periodic statement for your Eligible Transaction Account shows payments or other Small Business Bill Payment Service transactions that you did not make, tell us at once. YOU ARE RESPONSIBLE FOR ALL PAYMENTS INITIATED USING YOUR USER IDENTIFICATION, PASSWORD, AND OTHER MEANS OF ACCESSING THE SMALL BUSINESS BILL PAYMENT SERVICE, REGARDLESS OF WHETHER YOU AUTHORIZED THEM OR IF THEY EXCEED THE LIMITS THAT YOU IMPOSED ON YOUR AUTHORIZED USER(S).
For payment requests from business accounts, which are subject to Article 4A of the Uniform Commercial Code (“UCC 4A”), we’re liable only for damages required to be paid under UCC 4A. We’ll never be liable for any exemplary, special, indirect, or consequential loss, damage, costs or expense of any nature, including, without limitation, lost profits, even if we have been informed of the possibility of such damages, except as may be required by law.
26. Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
27. Failed or Returned Payment Instructions. In using the Small Business Bill Payment Service, you are requesting that we or our Service Provider attempt to make payments for you from your Eligible Transaction Account. If the Payment Instruction cannot be completed for any reason associated with your Eligible Transaction Account (for example, there are insufficient funds in your Eligible Transaction Account, or the Payment Instruction would exceed the credit or overdraft protection limit of your Eligible Transaction Account, to cover the payment), the Payment Instruction may or may not be completed. In certain circumstances, our Service Provider may either advance funds drawn on their corporate account or via an electronic debit, and in such circumstances will attempt to debit the Eligible Transaction Account a second time to complete the Payment Instruction. In some instances, you will receive a return notice from us or our Service Provider. In each such case, you agree that:
a. You will reimburse our Service Provider immediately upon demand the amount of the Payment Instruction if the payment has been delivered but there are insufficient funds in, or insufficient overdraft credits associated with, your Eligible Transaction Account to allow the debit processing to be completed;
b. You may be assessed a late fee equal to one and a half percent (1.5%) of any unpaid amounts plus costs of collection by our Service Provider or their third-party contractor if the Payment Instruction cannot be debited because you have insufficient funds in your Eligible Transaction Account, or the transaction would exceed the credit or overdraft protection limit of your Eligible Transaction Account, to cover the payment, or if the funds cannot otherwise be collected from you. The aforesaid amounts will be charged in addition to any NSF charges that may be assessed by us, as set forth in your fee schedule from us (including as disclosed on the Site) or your account agreement with us. You hereby authorize us and our Service Provider to deduct all of these amounts from your designated Eligible Transaction Account, including by ACH debit;
c. Service Provider is authorized to report the facts concerning the return to any credit reporting agency.
28. Address or Banking Changes. It is your sole responsibility and you agree to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, physical address, phone numbers and email addresses. Changes may be able to be made within the user interface of the Small Business Bill Payment Service or by contacting customer care for the Small Business Bill Payment Service as set forth in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above. We are not responsible for any payment processing errors or fees incurred if you do not provide accurate Eligible Transaction Account, Payment Instructions or contact information.
30. Small Business Bill Payment Service Termination, Cancellation, or Suspension. If you wish to cancel the Small Business Bill Payment Service, you may contact us as set forth in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above. Any payment(s) that have begun processing before the requested cancellation date will be processed by us. You agree that we may terminate or suspend your use of the Small Business Bill Payment Service at any time and for any reason or no reason. Neither termination, cancellation nor suspension shall affect your liability or obligations under this Agreement.
31. Errors, Questions, and Complaints. The provisions of this Section apply only to Eligible Transaction Accounts that are established primarily for personal, family, or household purposes.
a. In case of errors or questions about your transactions, you should as soon as possible contact us as set forth in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above.
b. If you think your periodic statement for your account is incorrect or you need more information about a transaction listed in the periodic statement for your account, we must hear from you no later than sixty (60) days after we send you the applicable periodic statement for your account that identifies the error. You must:
- Tell us your name;
- Describe the error or the transaction in question, and explain as clearly as possible why you believe it is an error or why you need more information; and,
- Tell us the dollar amount of the suspected error.
c. If you tell us orally, we may require that you send your complaint in writing within ten (10) Business Days after your oral notification. Except as described below, we will determine whether an error occurred within ten (10) Business Days after you notify us of the error. We will tell you the results of our investigation within three (3) Business Days after we complete our investigation of the error, and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to forty-five (45) days to complete our investigation. If we decide to do this, we will provisionally credit your Eligible Transaction Account within ten (10) Business Days for the amount you think is in error. If we ask you to submit your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not provisionally credit your Eligible Transaction Account. If it is determined there was no error we will mail you a written explanation within three (3) Business Days after completion of our investigation. You may ask for copies of documents used in our investigation. We may revoke any provisional credit provided to you if we find an error did not occur.
32. Intellectual Property. All marks and logos related to the Small Business Bill Payment Service are either trademarks or registered trademarks of us or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress or those of our licensors. You may not copy, imitate, or use any of the above without our prior written consent, which we may withhold in our sole discretion, and you may not use them in a manner that is disparaging to us or the Small Business Bill Payment Service or display them in any manner that implies our sponsorship or endorsement. All right, title and interest in and to the Small Business Bill Payment Service, the portion of the Site through which the Small Business Bill Payment Service is offered, the technology related to the Site and Small Business Bill Payment Service, and any and all technology and any content created or derived from any of the foregoing, is our exclusive property or that of our licensors. Moreover, any suggestions, ideas, notes, drawings, concepts, or other information you may send to us through or regarding the Site or Small Business Bill Payment Service shall be considered an uncompensated contribution of intellectual property to us and our licensors, shall also be deemed our and our licensors’ exclusive intellectual property, and shall not be subject to any obligation of confidentiality on our part. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us and our licensors a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all so-called "moral rights" in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.
33. Links and Frames. Links to other sites may be provided on the portion of the Site through which the Small Business Bill Payment Service is offered for your convenience. By providing these links, we are not endorsing, sponsoring or recommending such sites or the materials disseminated by or services provided by them, and are not responsible for the materials, services or other situations at or related to or from any other site, and make no representations concerning the content of sites listed in any of the Small Business Bill Payment Service web pages. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality or decency of material contained in sites listed in any search results or otherwise linked to the Site. For example, if you "click" on a banner advertisement or a search result, your "click" may take you off the Site. This may include links from advertisers, sponsors, and content partners that may use our logo(s) as part of a co-branding agreement. These other sites may send their own cookies to users, collect data, solicit personal information, or contain information that you may find inappropriate or offensive. In addition, advertisers on the Site may send cookies to users that we do not control. You may link to the home page of our Site. However, you may not link to other pages of our Site without our express written permission. You also may not "frame" material on our Site without our express written permission. We reserve the right to disable links from any third party sites to the Site.
34. Authorized Users; Password and Security. By appointing one or more Authorized Users, you are solely responsible for the actions or inactions of your Authorized User(s). You are responsible for all payments that you or your Authorized Users authorize using the Small Business Bill Payment Service. If you permit other persons to use the Small Business Bill Payment or your password or other means to access your account, you are responsible for any transactions they authorize.
You represent and warrant that you have taken all internal actions necessary to ensure that the Authorized Users are duly authorized under the terms of the corporate bylaws, partnership agreement, or other internal documents that might govern the appointment of the Authorized Users to do the following on your behalf:
a. Access your account(s) and any information related to your account(s) with us,
b. Establish and change your Billing Account and/or Eligible Transaction Account,
c. Access the Small Business Bill Payment Service and any information related to the Small Business Bill Payment Service,
d. Engage in any transactions permissible through the Small Business Bill Payment Service,
e. Provide us with any Payment Instructions,
f. Initiate any payments or other transactions under the terms of this Agreement,
g. Establish and change your Billers (including adding new Billers, deleting existing Billers and/or editing the information regarding existing Billers).
If you or your Authorized Users are issued or create any password or other credentials to access the Small Business Bill Payment Service or the portion of the Site through which the Small Business Bill Payment Service is offered, you agree that you shall not, and your Authorized Users shall not, give or make available such password or credentials to any unauthorized individuals, and you both agree to be responsible for all actions taken by anyone to whom you have provided such credentials. If you or any Authorized Users believe that your credentials have been lost or stolen or that someone may attempt to use them to access the Site or Small Business Bill Payment Service without your consent, you must inform us at once at the telephone number provided in Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) above. See also Section 16 (Notices to Us Regarding the Small Business Bill Payment Service) regarding how the timeliness of your notice impacts your liability for unauthorized transfers
35. Amendments. We may amend this Agreement and any applicable fees and charges for the Small Business Bill Payment Service at any time by posting a revised version on the Site. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in the revision. Any use of the Small Business Bill Payment Service after a notice of change or after the posting of a revised version of this Agreement on the Site will constitute your agreement to such changes and revised versions. Further, we may, from time to time, revise, update, upgrade or enhance the Small Business Bill Payment Service and/or related applications or material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the Small Business Bill Payment Service, and/or related applications and material, and limit access to only the Small Business Bill Payment Service’s more recent revisions, updates, upgrades or enhancements.
36. Our Relationship With You. We are an independent contractor for all purposes, except that we act as your agent with respect to the custody of your funds for the Small Business Bill Payment Service. We do not have control of, or liability for, any products or services that are paid for with our Small Business Bill Payment Service. We also do not guarantee the identity of any user of the Small Business Bill Payment Service (including but not limited to recipients to whom you send payments).
37. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent, which we may withhold in our sole discretion. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time to any party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.
38. Remedies. If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in this Agreement or have otherwise breached your obligations under this Agreement, we may terminate, suspend or limit your access to or use of the Site or the Small Business Bill Payment Service; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide our services to you in the future; and/or take legal action against you. In addition, we, in our sole discretion, reserve the right to terminate this Agreement, access to the Site and/or use of the Small Business Bill Payment Service for any reason or no reason and at any time. The remedies contained in this Section are cumulative and are in addition to the other rights and remedies available to us under this Agreement, by law or otherwise.
39. Disputes. In the event of a dispute regarding the Small Business Bill Payment Service, you and we agree to resolve the dispute by looking to this Agreement.
40. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through the American Arbitration Association ("AAA") or an established alternative dispute resolution (ADR) administrator mutually agreed upon by the parties. The parties agree that the following rules shall apply: (a) the arbitration may be conducted telephonically, online and/or be solely based on written submissions, at the election of the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties, their representatives or witnesses unless otherwise mutually agreed by the parties; (c) discovery shall not be permitted; (d) the matter shall be submitted for decision within ninety (90) days of initiation of arbitration, unless otherwise agreed by the parties, and the arbitrator must render a decision within thirty (30) days of submission; and (e) any award in such arbitration shall be final and binding upon the parties and may be submitted to any court of competent jurisdiction for confirmation. The parties acknowledge that remedies available under federal, state and local laws remain available through arbitration. NO CLASS ACTION, OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION.
41. Law and Forum for Disputes. Unless our account agreement with you states otherwise, this Agreement shall be governed by and construed in accordance with the laws of the State of Montana. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect. Unless our account agreement with you states otherwise, you agree that any claim or dispute you may have against us (other than those which are arbitrated under Section 40 (Arbitration) above) must be resolved by a court located in the county in which you reside. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all claims or disputes unless said claim is submitted to arbitration under Section 40 (Arbitration) above. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim between the parties or any of their respective Affiliates arising under this Agreement.
42. Indemnification. You agree to defend, indemnify and hold harmless us and our Affiliates and Service Providers and their Affiliates and the employees and contractors of each of these, from any loss, damage, claim or demand (including attorney’s fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Site or the Small Business Bill Payment Service.
43. Release. You release us and our Affiliates and Service Providers and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with any dispute that may arise between you or one or more other users of the Site or the Small Business Bill Payment Service. In addition, if applicable to you, you waive California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.
44. No Waiver. We shall not be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
45. Disclaimer of Warranties. THE SITE AND Small Business Bill Payment SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR Small Business Bill Payment SERVICE, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
46. Limitation of Liability. THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE Small Business Bill Payment SERVICE AND THE PORTION OF THE SITE THROUGH WHICH THE Small Business Bill Payment SERVICE IS OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THE Small Business Bill Payment SERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE Small Business Bill Payment SERVICE, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS INTERNET DISRUPTION OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE Small Business Bill Payment SERVICE CAUSED BY OR ARISING OUT OF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL OR LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE Small Business Bill Payment SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE Small Business Bill Payment SERVICE IS OFFERED, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND NOTICE WAS GIVEN REGARDING THEM. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE Small Business Bill Payment SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE Small Business Bill Payment SERVICE IS OFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED IN SECTIONS 40 AND 41 OF THE GENERAL TERMS ABOVE WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
47. Complete Agreement, Severability, Captions, and Survival. You agree that this Agreement is the complete and exclusive statement of the agreement between us, sets forth the entire understanding between us and you with respect to the Small Business Bill Payment Service and the portion of the Site through which the Small Business Bill Payment Service is offered and supersedes any proposal or prior agreement, oral or written, and any other communications between us. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The captions of Sections in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. Sections 4, 16, 17, 20, 26, 27, 32 and 37-46, as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If there is a conflict between the terms of this Agreement and something stated by an employee or contractor of ours (including but not limited to its customer care personnel), the terms of the Agreement will prevail.