Small Business Online and Mobile Banking Agreement

TERMS & CONDITIONS FOR SMALL BUSINESS ONLINE AND MOBILE BANKING

This “Agreement” sets forth the terms and conditions for utilizing the services offered through Small Business Online and Mobile Banking, and explains the terms and conditions that govern, regulate and protect data transmitted through electronic access points (i.e. online and mobile platforms). The accounts that may be accessed via online and mobile banking include only accounts maintained by us and designated by us as an eligible Small Business account. 

Accepting the Agreement

When you use, or authorize others to use, Small Business Online or Mobile Banking, you acknowledge that you have received and understand this Agreement and agree to the terms and conditions of this entire Agreement. 

Relation to Other Agreements

In addition to this Agreement, you agree that your Accounts (defined below) and the use of Small Business Online and Mobile Banking will be governed by the terms and conditions contained in the account agreement(s) and disclosures (“Account Agreement”) applicable to the Accounts for which Small Business Online or Mobile Banking is used.  In the event of a conflict between this Agreement and an Account Agreement, this Agreement shall control as to the specific conflict at issue unless this Agreement specifically states otherwise.

The following services are offered via Small Business Online and Mobile Banking:

  • Small Business System
  • Mobile Banking
  • Alerts
  • Bill Payment
  • Wire Services
  • ACH Services
  • Online Statements
  • Remote Deposit
  • Mobile Remote Deposit

General Terms and Conditions for all Services:

Agreement Definitions
The following terms shall have the following meanings:

We,” “us,” “our,” “Stockman Bank,” and “Bank” refers to Stockman Bank of Montana.
You” and “your(s)” refers to each signer on an account entering into and executing this Agreement.
Agreement” or “Online User Agreement” refers to this Stockman Bank Terms and Conditions for Small Business Online and Mobile Banking agreement entered into by you and us.
Account” is an account with us which is eligible for use in online and mobile banking. An Account may be a deposit account or loan account. 
Administrative Functions” are functions within Small Business Online and Mobile Banking that enable an Administrator to: 1) add, change or delete other Authorized Users and modify their access privileges; 2) change your account settings; and 3) create and modify internal, ACH and Wire transfer templates.
Administrator” is an Authorized User that may perform administrative functions only as indicated in writing by you and approved by us.
Authorized Representative” is an individual identified by you who has authority to bind you to the terms and conditions of this Agreement and specify changes to Services and enrollment information.
Authorized User” is an individual authorized by an Administrator or you to use the Services on your behalf.
Business Day” is Monday through Friday, excluding Federal Reserve holidays.
Business Account” is an Account that is not a Consumer Account. 
Deposit Agreements” are the deposit account agreements and disclosures you have with us relating to the Participating Accounts.
Closely Held Business Account” is a Business Account that is held by a business that utilizes the same tax identification number as a Consumer Account (i.e. the social security number of the owner of the Consumer Account).
Consumer Account” is an Account which is held by an individual for personal, family or household purposes.
Eligible Transaction Account” is a Account from which your payments, and Service Fees (if applicable), will be debited, and to which payments and credits to you will be made. An Eligible Transaction Account may include a checking or money market account.
External Account” is your transaction account at another financial institution to or from which money is transferred utilizing small business online or mobile banking.
Linked Accounts” means Accounts that are included in your customer profile on Small Business Online or Mobile Banking.  Some Linked Accounts listed in your customer profile may not be eligible for all Services based upon account type or designation as a Consumer Account or a Business Account. 
Participating Account” is each deposit and/or loan account held by us that participates in a specific Service.
Payment Instruction” is the information provided for a payment or transfer to be made.
Senior Administrator” is an Administrator that may modify account display groups and add, change or delete other Administrators and may modify their access privileges, in addition to performing standard Administrative Functions.
Service” is each cash management service and feature offered by us in this Agreement.
Site” or “Website” refers to Stockman Bank of Montana’s transactional access website(s) accessible through your various access devices.
User Access Information” means access and authentication credentials, security codes, passwords, security questions and answers, account numbers, login information, and any other security or access information, used by you (or others to whom you have granted authority) to access your Small Business Online or Mobile Banking and/or perform transactions on your Accounts with us.

Amendments

We may from time to time amend this Agreement. Unless otherwise required by applicable law, such amendments will become effective upon your use of the Services after such amendments have been posted to the Website or upon delivery of notice to you, or such later date as stated in a notice on the Website or our notice to you. Your use of any of the Services after the date of such amendment will constitute your agreement to be bound by the terms of the amendment. No amendment requested by you will be effective until signed by one of our authorized representatives. Otherwise, this Agreement may be amended from time to time by mutual written consent of all parties. This does not include any changes to the “Terms and Conditions of Your Account” you received when opening your account. Changes in Account terms will always be mailed, emailed, or delivered to you by Online Statement or other electronic method pursuant to the terms set forth in those agreements in accordance with federal regulations and/or guidelines.

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.

Small Business Online Banking

Small Business Online Banking provides general online access to small business Accounts.  With Small Business Online Banking you can view Account balances and transaction information, make internal transfers, pay bills, initiate and approve wire transfers, initiate and approve ACH transactions and view Online Statements.

Small Business Mobile Banking

Small Business Mobile Banking Service provides general mobile access to Accounts utilizing a mobile device (e.g. tablet or smartphone).  With Small Business Mobile Banking you can view account balances and transaction information, make internal transfers, pay bills, approve wire and ACH transactions, view Online Statements, deposit checks, view alert history, have user administration capabilities, and find branch and ATM locations. 

User Access
Description of the Service

We will assist you in setting up an Administrator or Senior Administrator who will have the ability to set up Authorized Users and provision access and rights as deemed appropriate by you.  You must be enrolled in Small Business Online and Mobile Banking in order to grant Small Business Online and Mobile Banking access and you must be enrolled in Bill Pay to grant Bill Pay Service access. 

Authorized Users

You must identify the access privileges and transaction abilities for each Authorized User for the Services in this Agreement. You agree you have sole authority and control in provisioning user access, managing and disabling users, and determining user’s respective authority.  Notwithstanding the foregoing, any changes made to an Authorized User within the Small Business Online and Mobile system by one of your Administrators will not require prior written notice to us.

You acknowledge that each Authorized User must be chosen prudently. You agree you will have sole responsibility for supervising and maintaining control over Authorized Users and you will indemnify and hold us harmless from and against all losses and damages arising from the actions of your Authorized Users.

Small Business Accounts 

You represent that you are an authorized principal of the business that owns the Account and that you have all necessary legal right, power and authority to act on behalf of the business to transfer funds between Accounts.  You agree, on behalf of yourself and the business, to notify us by contacting us if your access to, or authority over, the Account changes (see Communicating with Us).  We will not be liable for any unauthorized activity prior to notification or until we have had a reasonable opportunity to act.

Linking of Consumer and Small Business Accounts

If you use your social security number to enroll in Small Business online or mobile banking, your Linked Accounts will include your Closely Held Business Accounts which are defined as any Business Accounts that utilize your social security number as a taxpayer identification number as well as your Consumer Accounts.  Error resolution procedures and other account terms and conditions are different for Consumer Accounts and Small Business Accounts.  Note, the guarantees and disclosures made by us with respect to your Consumer Accounts will not be applicable to any of your Business Accounts. 

System Requirements

To access Small Business Online and Mobile Banking you must have a supported browser, access application(s) “apps” or other supported software for electronic access device(s). There is a list of supported browsers on the System Requirements page of our website https://www.stockmanbank.com/system-requirements.  It is your responsibility to ensure that your system is compatible with Small Business Online and Mobile Banking and you acknowledge that you are solely responsible for the cost, operation and security of your system. 

Password Requirements

For your protection, your password must be a minimum of 8 and a maximum of 32 characters and must contain characters from the following three categories:

  • Letters
  • Numbers
  • Any special characters

Passwords are case sensitive with upper and lower case capabilities. Passwords cannot contain any whitespace. Spaces are not allowed and they cannot be a substring of your username. We recommend you change your password frequently, and immediately if you believe your password is compromised. Passwords are unique to each user accessing Small Business Online and Mobile Banking.  Each user is assigned a unique username and password and is responsible for the confidentiality of their individual username and password.  Usernames and passwords must never be compromised or shared with any other person or signer on an account.

You agree not to give, or make available, your password or other means to access your account to any unauthorized individuals. You are responsible for all payments you authorize using the Service. If you permit other persons to use the Service or your password or other means to access your account, you are responsible for any transactions they authorize. If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify the Service at once by calling 800-877-8021 during customer service hours.  

Fees

You will pay fees to us for each Service as set forth in our most current Fee Schedule unless otherwise agreed to by both parties (“Fees”). We may change our Fees from time to time and will provide you with a copy upon request. Any changes to charges, fees or other terms will be posted on the Site. You agree to provide written notice of termination to us if you are dissatisfied with Fees (See “Termination” below). Fees also include third-party pass-through charges pursuant to this Agreement. You agree to pay all internet/mobile service charges incurred by your use of the Services to your respective internet/wireless service provider.

Security Procedures

You agree to comply with all security requirements provided by us, including, but not limited to, access credentials, the security procedures section of the Website and any documentation provided by us (“Security Procedures”). You agree the Security Procedures are commercially reasonable.  You accept all responsibility for ensuring only Authorized User(s) have access to the Services and agree to keep all access credentials and banking data confidential. You should notify us immediately of any actual or suspected breach of confidential information including but not limited to access credentials, banking data or computer systems involved in accessing the Services.

In the event of a breach, we may, at our sole discretion, assist you in determining the manner and source of the breach. Such assistance may require you to provide us or our agent(s) access to your hard drive, storage media and devices, systems and any other equipment or device that was used or affected by such breach. Should we provide said assistance, you agree to provide us with any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party. You agree any failure to assist us will be an admission that the breach was caused by a person who obtained access to your transmitting facilities or obtained your information, which facilitated the breach of the security procedure and was not controlled by us.

You agree to establish and implement commercially reasonable internal procedures and practices to ensure only Authorized Users with appropriate privileges have access to the Services. You assume all responsibility and liability to monitor Participating Accounts on a daily basis. You must report any unauthorized or fraudulent transactions in Participating Accounts to us immediately. You acknowledge you are responsible for ensuring the confidentiality and integrity of all banking data in your possession, including, but not limited to, any data available to you via the Services. You acknowledge your use of the Services requires the transmission of confidential information via unsecured electronic networks, such as the internet, which are outside of our control. We are not liable to you for any losses arising from the interception, corruption or unauthorized use of any transmitted data by third parties.

You agree to incorporate additional security procedures for external transfers made using ACH Service or Wire Service. The service provides the ability to use soft-tokens that ensure multi-factor authentication when logging into the system and/or initiating ACH and Wire transfers.  In addition, the system allows for dual-control procedures (“Dual Control”) that can be used when submitting ACH and Wire transfers, when there is more than one user on the system. Dual Control procedures ensure separate submission and approval of a transfer in order to prevent autonomous control over the transfer process by a single Authorized User. You agree to use prudence when selecting submission and approval privileges for each Authorized User. You also agree to use embedded alerting capabilities available within the service to monitor account activity for unusual and inconsistent transactions. By using the ACH Service and/or Wire Service, you acknowledge these additional Security Procedures, and any others offered in the future,  are commercially reasonable and you assume all liability and risk of loss associated with your use of the ACH Service and/or Wire Service.

At our discretion, we may block access to the Services for one or more Administrators or Authorized Users if we reasonably believe that a breach of access credentials has occurred. We may also block access to the Services in order to maintain or restore security or functionality to our systems and websites.

Transmission and Transaction Risks

You acknowledge that the electronic transmission of confidential information is performed at your own risk.  You assume all liability and responsibility to monitor the Accounts and in the event you discover or suspect an objectionable or unauthorized transaction or activity on an Account, you will immediately notify us.  See Communicating with Us section below.

Interruption of Service

Small Business Online and Mobile Banking may be unavailable at certain times for the following reasons:

  • Scheduled maintenance or upgrades
  • Unforeseen, unscheduled maintenance as necessary from time to time
  • Outages caused by major unforeseen events impacting us or our service providers, such as, but not limited to, earthquakes, fires, floods, computer failures, interruptions in telephone or internet service or electrical outages that interrupt access to Small Business Online and Mobile Banking. 
  • System interruptions or failures which are not our responsibility.

Although we will make all reasonable efforts to ensure the availability of Small Business Online and Mobile Banking, we are in no way liable for the unavailability of Small Business Online and Mobile Banking or any damages of any type or nature that may result therefrom.

Acceptable Use/Restrictions on Use

You agree that you are independently responsible for complying with all applicable laws related to your use of Small Business Online and Mobile Banking, regardless of the purpose of the use, and for all communications you send through Small Business Online and Mobile Banking.  You agree not to use Small Business Online and Mobile Banking, or the Software, for any illegal, fraudulent, unauthorized or improper manner or purpose. You agree it will only be used in compliance with all applicable laws, rules and regulations, including all applicable state, federal, and international internet, data, telecommunications, telemarketing, “spam,” and import/export laws and regulations, including the U.S. Export Administration Regulations.  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. 

You are prohibited from using Small Business Online and Mobile Banking 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, as determined by us (in our sole discretion) that are bigoted, hateful, racially offensive, vulgar, obscene, indecent, discourteous, alcoholic beverage‐related (e.g., beer, wine, or liquor), tobacco‐related (e.g., cigarettes, cigars, pipes, chewing tobacco), guns or weapons‐related (e.g., firearms, bullets), illegal drugs‐related (e.g., marijuana, cocaine), pornographic‐related (e.g., adult themes, sexual content), crime‐related (e.g., organized crime, notorious characters), violence‐related (e.g., violent games), death‐related (e.g., funeral homes, mortuaries), hate‐related (e.g. racist organizations), gambling‐related (e.g., casinos, lotteries), specifically mentions any wireless carrier or copies or parodies the products or services of any wireless carrier;  or harm our reputation or any third‐party service provider involved in the provision of Small Business Online and Mobile Banking; (e) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (f) infringe or violate the rights or legal obligations of any wireless service provider or any of its clients or subscribers; (g) transmits junk mail, spam, or unsolicited material to persons or entities that have not agreed to receive such material or to whom you do not otherwise have a legal right to send such material; (h) impose an unreasonable or disproportionately large load on our infrastructure; (i) facilitate any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (j) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy Small Business Online and Mobile Banking or the portion of the Site through which Small Business Online and Mobile Banking is offered without our prior written permission; (k) constitute use of any device, software or routine to bypass technology protecting the Site or Small Business Online and Mobile Banking, or interfere or attempt to interfere, with the Site or Small Business Online and Mobile Banking; (l) may cause us or our service providers to lose any of the services from our internet service providers, payment processors, or other vendors; (m) contains any material or information that is false, misleading or inaccurate; (n) contains any material that would expose us, any third‐party service provider involved in providing Small Business Online and Mobile Banking, or any other third party to liability; or (o) otherwise abuse Small Business Online and Mobile Banking or the Software.

Communicating With Us

You may contact us 24 hours a day, 7 days a week via secure email through the Service or via the “Contact” tab on our website at www.stockmanbank.com.  We will respond to your email inquiry, response or comment during regular business hours.  You hereby acknowledge that an email sent to Stockman Bank through your personal email and not through the Service or our website is not considered a secure method of communication.  You cannot use email to conduct transactions on your account(s).  For account transactions please use the services available through 1) Stockman Small Business Online and Mobile Banking, or 2) TeleBank at 1‐888‐669‐0724, or 3) by calling our Payments Department at 1‐833-919-0844.

Communication With You

You agree that we may provide notice to you by any of the following methods: 1) posting the notice on the Site, 2) sending you an in-product message through Small Business Online and Mobile Banking, 3) sending the notice to an email address that you have provided us, 4) mailing the notice to any postal address that you have provided us, or 5) sending the notice as a text message to any mobile phone number that you have provided us, including but not limited to the mobile phone number that you have listed in Small Business Online and Mobile Banking setup or customer profile.  For example, users of Small Business Online and Mobile Banking may receive certain notices (such as notices of processed Payment Instructions, alerts for validation and notices of receipt of payments) as text messages on their mobile phones.  A notice delivered by any of these methods 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 mailing.  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 above (Communicating With Us).  We reserve the right to charge you a reasonable fee to respond to each such request.  We reserve the right to terminate your use of Small Business Online and Mobile Banking if you withdraw your consent to receive electronic communications.

Text Messages, Calls and/or Email to You

By providing us with a telephone number (including a wireless/cellular, mobile telephone number) and/or an email address, you consent to receiving calls and emails from us and our Service Providers at for our everyday business purposes (including identity verification).  You acknowledge and agree that such telephone calls include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from us or our Affiliates and agents.  You further consent to receiving text messages and/or emails from us for marketing purposes in connection with Small Business Online and Mobile Banking and consistent with our Privacy Notice. Please review our Privacy Notice for more information (https://www.stockmanbank.com/disclosures).  You may decline marketing communications and unsubscribe at any time by utilizing the unsubscribe methods presented to you.

Your Contact Information 

It is your sole responsibility to ensure that the contact information you provide us is current and accurate.  This information includes, but is not limited to, name, physical address, phone numbers and email addresses.  Depending on the Service, you may be able to update your contact information directly through Small Business Online and Mobile Banking.  You may always update your contact information by contacting us as set forth above (Communicating With Us).  We are not responsible for any loss you incur as a consequence of your failure to provide accurate contact information.

Information Authorization

Your enrollment in Small Business Online and Mobile Banking may not be fulfilled if we cannot verify your identity or other necessary information. In addition, and in accordance with our Privacy Notice, you agree that we reserve the right to obtain personal information about you, including, without limitation, financial information and transaction history regarding your Eligible Transaction Account.  You further understand and agree that we reserve the right to use personal information about you for our use and our service providers’ everyday business purposes, such as to maintain your ability to access Small Business Online and Mobile Banking, to authenticate you when you log in, to send you information about Small Business Online and Mobile Banking, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve Small Business Online and Mobile Banking and the content and layout of the Site.  Additionally, we and our service providers may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including, without limitation, any use to affect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liabilities.  We and our service providers shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, or audit reasons, and as permitted by applicable law for everyday business purposes.  In addition, we and our service providers may use, store and disclose such information acquired in connection with Small Business Online and Mobile Banking in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of Small Business Online and Mobile Banking.

Links and Frames

Links to other sites provided through Small Business Online and Mobile Banking are 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 Small Business Online and Mobile Banking 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.

Service Termination, Cancellation or Suspension

We may immediately terminate this Agreement or your use or access to any of the Services without prior notice, (i) if you violate any applicable laws, including, but not limited to, the laws of the United States; or (ii) if you violate, breach or default in the performance of any term, condition, warranty, or representation of this Agreement or any other agreement made between you and us; or (iii) for security purposes, if your Authorized Users do not login to the Small Business System for any continuous one hundred eighty (180) day period; or (iv) upon a material adverse change in your operations, business, property, assets or condition; (v) if it is determined that there has been a breach of your systems; or (vi) of it is determined you have misused the system in a manner that has resulted in fraudulent or unauthorized activity.  In such case, you will immediately cease use of the Services and return all equipment supplied to you by us.

Otherwise, either party may terminate this Agreement by giving the other written notice thirty (30) days in advance. You must cease use of the Services and return all equipment supplied to you by us by or before the termination date of this Agreement (“Termination Date”). You acknowledge you are responsible for returning all equipment supplied to you by us in proper working condition and any failure to do so may result in replacement charges to you. Termination of this Agreement will not affect our rights or your obligations with respect to transactions initiated by you prior to such termination, or your payment obligations for Fees and Services performed before the Termination Date. The provisions of this Agreement which are necessary to give effect to the purposes of this Agreement including, but not limited to, your warranties and representations and the liability and indemnification provision of this Agreement will survive the termination of this Agreement.

Please contact us at 1‐833-919-0844 or at any of our Stockman Bank locations in order to re‐enable access to your accounts through Small Business Online and Mobile Banking.

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 Small Business Online and Mobile Banking and notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate. We may also 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 Small Business Online and Mobile Banking 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.

Disputes

In the event of a dispute regarding Small Business Online and Mobile Banking, it is agreed by us and you to resolve the dispute by looking to this Agreement.

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, either party may elect to resolve the dispute through binding non-appearance-based arbitration.  If a party elects arbitration, that party will initiate such arbitration 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.

Indemnification

You agree to defend, indemnify and hold harmless us, our affiliates, 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 applicable Service.

Release

You release us, our affiliates, service providers and the employees and contractors of each of these, from any and all claims, demands and damages 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 applicable Service. 

Disclaimer of Warranties

THE SITE AND SMALL BUSINESS ONLINE AND MOBILE BANKING 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 SMALL BUSINESS ONLINE AND MOBILE BANKING, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

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 SMALL BUSINESS ONLINE AND MOBILE BANKING AND THE PORTION OF THE SITE THROUGH WHICH SMALL BUSINESS ONLINE AND MOBILE BANKING IS OFFERED.  YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, SMALL BUSINESS ONLINE AND MOBILE BANKING 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 SMALL BUSINESS ONLINE AND MOBILE BANKING, 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 SMALL BUSINESS ONLINE AND MOBILE BANKING 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 SMALL BUSINESS ONLINE AND MOBILE BANKING OR THE PORTION OF THE SITE THROUGH WHICH SMALL BUSINESS ONLINE AND MOBILE BANKING 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 SMALL BUSINESS ONLINE AND MOBILE BANKING OR THE PORTION OF THE SITE THROUGH WHICH SMALL BUSINESS ONLINE AND MOBILE BANKING IS OFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED HEREIN 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 OR THE SERVICES PROVIDED HEREIN SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF FIVE HUNDRED DOLLARS ($500.00). 

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.

Governing Law

You agree that this Agreement, your use of the Stockman Bank of Montana website(s) and Small Business Online and Mobile Banking, and all transactions between you and us shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflicts of law provisions. 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.  As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the subject matter of this agreement, except for disputes submitted to arbitration as provided herein, a party may bring such a proceeding in a state court of Montana located in Miles City, Montana, or in the United States District Court for the District of Montana. Not all products and services described on our Small Business Online and Mobile Banking website(s) are available in all geographic areas. We reserve the right to determine your eligibility for any Small Business Online and Mobile Banking product or service, and you hereby acknowledge that you may or may not be eligible for certain products or services.

Complete Agreement, Severability, Captions and Survival

You agree that this Agreement (together with agreements and disclosures referenced in this Agreement) is the complete and exclusive statement of the agreement between us and you, sets forth the entire understanding between us and you with respect to Small Business Online and Mobile Banking and the portion of the Site through which Small Business Online and Mobile Banking is offered and supersedes any proposal or prior agreement, oral or written, and any other communications between us and you.  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 of this Agreement 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, Customer Support personnel), the terms of the Agreement will prevail.

Security
Stockman Bank Small Business Online and Mobile Banking Security

The Small Business Online and Mobile Banking security system is equipped with state-of-the-art hardware and software engineered by a leading bank vendor. We have implemented fire walls with intrusion detection 24 hours a day 365 days a year.

We are set up through DigiCert and Thawte with Secure Sockets Layer (SSL) certificates using 128‐bit encryption to protect our customers’ information. By using SSL certificates available from DigiCert and Thawte, along with 128‐bit SSL encryption, we are enabling our Small Business Online and Mobile Banking site to conduct authenticated, encrypted online commerce. Users visiting our Site are able to submit account numbers and other personal information, with assurance they are really doing business with us (and not an impostor).  The information users send and receive while online with us cannot be intercepted or decrypted by anyone other than the intended recipient.

Enrollment requires identification of the user’s banking relationship as well as providing a mobile phone number. The mobile phone number verification is done by the user replying to a text message.  You will be allowed to opt out of Small Business Mobile Banking at any time.

Our participating wireless carriers include (but are not limited to) AT&T, SprintPCS, T‐Mobile®, U.S. Cellular®, Verizon Wireless, MetroPCS, and Cricket.  Small Business Mobile Banking message frequency depends on account settings. Message and data rates may apply.

Small Business Mobile Banking and any software you may obtain from Small Business Mobile Banking (“Software”) may be unavailable at any time for any reason outside of our reasonable control or that of our service provider.

Small Business Online and Mobile Banking Internal Transfer Cutoff Time

An Internal Transfer request entered before 6:00 PM Mountain Time on a Business Day will begin processing the same Business Day and an Internal Transfer request received after this cutoff time will begin processing on the next Business Day. 

Privacy and User Information

You acknowledge that in connection with your use of Small Business Online and Mobile Banking, we and our affiliates and service providers, may receive names, domain names, addresses, passwords, telephone and device numbers, the content of messages, data files and other data and information provided by you or from other sources in connection with Small Business Online and Mobile Banking or the Software (collectively “User Information”). We and our affiliates and service providers will maintain reasonable safeguards to protect the information from unauthorized disclosure or use, but reserve the right to use and disclose this information as reasonably necessary to deliver Small Business Online and Mobile Banking and as otherwise permitted by law, including compliance with court orders or lawful instructions from a government agency, to protect the personal safety of subscribers or the public, to defend claims, and as otherwise authorized by you. We, our affiliates and service providers also reserve the right to monitor use of Small Business Online and Mobile Banking and the Software for purposes of verifying compliance with the law, these terms and conditions and any applicable license, but disclaim any obligation to monitor, filter, or edit any content.

Use of Google Maps

You agree to abide by the Google terms and conditions of use found at http://maps.google.com/help/terms_maps.html and the Google Legal Notices found at http://maps.google.com/help/legalnotices_maps.html, or other URLs as may be updated by Google.  

Alerts

Alerts [not defined] are a “self-service electronic account message” and must be activated by you. Alerts allow you to choose Alert messages for your accounts based on activity on your accounts, such as a check clearing or your account balance falling below a specified level. Depending on the type of Alert selected, the Alert message may be sent within minutes of the transaction or may be sent the following Business Day. If your contact information for an Alert changes, you are responsible for updating the information for the Alert.

We will attempt to provide Alerts in a timely manner with accurate information; however, Alerts may be delayed or prevented by a variety of factors. We do not guarantee the delivery and/or the accuracy of the contents of any Alert. You agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any Alert; for any errors in the content of an Alert; or for any actions taken or not taken by you or any third party in reliance on an Alert. Because Alerts are not encrypted, we do not include your Login Codes or full account number(s). However, Alerts may include your name and some information about your accounts. Depending upon which Alerts you select, information such as your account balance or the due date for a payment may be included. You acknowledge that anyone with access to your email will be able to view the contents of an Alert, and you accept the consequences of the same. Alerts are not intended to replace your account statements or any other communications we may provide to you regarding your account(s).

Online Statements

Online Statements are a safe and secure method to receive your bank account statements online. For complete Terms and Conditions: https://www.stockmanbank.com/disclosures/online-statements-terms-and-conditions-disclosure-agreement

Small Business Bill Payment

Small Business Bill Payment is a convenient way to pay your bills online.  You are able to make payments to individuals or companies, set up recurring payments and set up reminders.  For complete Terms and Conditions: https://www.stockmanbank.com/disclosures/small-business-bill-payment-terms-of-service

Mobile Remote Deposit

Mobile Remote Deposit is a service that lets you deposit checks with your mobile phone. With mobile remote deposit you are able to deposit one check at a time.  For complete Terms and Conditions: https://www.stockmanbank.com/disclosures/terms-and-conditions-for-mobile-remote-deposit

Remote Deposit

Remote Deposit is a service that lets you deposit checks right from your business using a provided scanner. For complete Terms and Conditions: https://www.stockmanbank.com/disclosures/small-business-remote-deposit-agreement

Wire Transfer Service Terms and Conditions

If you are approved for wire transfer services, we will process wire transfer requests initiated by you, using the Small Business Online and Mobile Banking System, to accounts with us and other banks by means of Federal Reserve Banks, or a similar network used for the transfer of funds between banks (“Wire Service”).  You agree to comply with Unites States laws and other applicable laws, regulations or regulatory requirements when initiating any wire transfer, and will not initiate any wire transfer or engage in any act or omission that causes us to violate United States laws and other applicable laws, regulations or regulatory requirements. You acknowledge that we will authorize and charge any wire transfer initiated in accordance with applicable Security Procedures. You agree to indemnify and hold us harmless for any losses resulting from any wire transfer initiated using the Small Business Online and Mobile Banking System, except as the direct result of our own gross negligence or willful misconduct.

Rejection or Delay of Wire Transfers

We may reject or delay processing a wire transfer if: (i) the amount of the transaction exceeds your limit as assigned by us; (ii) the wire transfer contains incomplete, unclear or inaccurate information or instructions; or (iii) collected funds are not available in the associated Participating Account to cover the full amount of the wire transfer; or (iv) Security Procedures are not followed as prescribed by us.

Exposure Limits

We will assign you a limit representing the maximum aggregate dollar amount of wire transfers that may be initiated by you each day (“Exposure Limit”). You acknowledge that the Exposure Limit is used for the protection us and our assets. You understand that daily requests for wire transfers exceeding this amount are honored solely at our discretion. Dishonored requests will be communicated to you or your designated representative. You agree to comply with the Exposure Limits as set forth in this Exhibit. Exposure Limits may be modified from time to time by us at our sole discretion without prior notice to you.

Funds Availability

You acknowledge that the associated Participating Account must have collected funds sufficient to cover the wire transfer prior to initiation.

Wire Involving Converted Funds

Wire transactions involving the conversion to foreign funds or that are sent to a counterparty outside the United States are not allowed in Small Business Online and Mobile Banking.

ACH SERVICES TERMS AND CONDITONS

We agree to process, transmit, and settle credit and debit entries (“ACH Entries”) initiated by you, using Small Business Online and Mobile Banking, to accounts with us and other banks using the Automated Clearing House (“ACH”) Network (“ACH Service”). You agree to comply and be bound by the NACHA Operating Rules & Guidelines (ACH Rules) and to comply with United States laws and other applicable laws, regulations or regulatory requirements with regard to any initiated or received ACH Entry, and will not initiate any ACH Entry or engage in any act or omission that causes us to violate the ACH Rules, United States laws and other applicable laws, regulations or regulatory requirements. We reserve the right to audit your compliance with the ACH Rules and applicable laws. If you refuse to comply with our requests during such audit, or if we conclude, in our sole discretion, that: (i) the risk associated with your ACH activity is unacceptable; (ii) You have violated this Agreement or the ACH Rules; or (iii) You have refused to give us access to your premises, we may terminate the ACH Service without prior written notice.

Transmittal of ACH Entries

You agree to submit only PPD or CCD (terms are not defined) ACH Entry types. You agree to comply with Security Procedures when using the ACH Service and initiating all ACH Entries. You acknowledge that the Security Procedures are not intended to detect errors in transmission or content of an ACH Entry. You assume all responsibility for verifying the accuracy of each ACH Entry and agrees to notify us immediately of any errors. You agree that the initiation of an ACH Entry using applicable Security Procedures constitutes sufficient authorization for us to transmit such ACH Entry, notwithstanding any particular signature requirements identified on any signature card or Deposit Agreement. You agree to be bound by any and all ACH Entries initiated via the ACH Service. You agree to use prudence when selecting Authorized Users to have access to ACH Service and agrees to supervise all ACH Entry initiations made using the ACH Service. You agree to pay for all credit ACH Entries initiated by you and all ACH Entries otherwise made effective against your accounts. If collected balances in the accounts are insufficient to cover the aggregate amount of initiated ACH Entries, we will have no obligation to transmit such ACH Entries. you authorize us to debit your account or any other account maintained with for any amount you owes us as a result of any ACH Entries initiated or received by you.

Use of Third-Party Service Providers 

You may use special equipment, services or software provided by a third party to assist it in processing ACH Entries (“Service Provider”). We will not be liable for any losses or additional costs incurred by you as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. You will be solely responsible for maintaining compliance with the requirements of Service Provider, including obtaining any software updates.

If we authorize you to use a Service Provider to deliver ACH Entries to us, the terms and conditions governing the relationship between you and the Service Provider will be governed by a separate agreement between you and the Service Provider (“Service Provider Agreement”). Upon written request from us, you will provide us with a true and exact copy of such agreement. You will designate the Service Provider as an Authorized User, and the Service Provider must also enter into a Service Provider Agreement before the Service Provider delivers ACH Entries to us. Notwithstanding the foregoing, you hereby authorize us to accept any ACH Entry submitted by the Service Provider even if the Service Provider has not executed the Service Provider Agreement.

You hereby indemnify and hold us harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by us or any other person as a result of or arising from your use of Service Provider, including fines or assessments incurred pursuant to the ACH Rules and attorneys’ fees.

Provisional Credit Notice

In the case of a credit ACH Entry, credit given by the receiving bank (“RDFI”) for the ACH Entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or has otherwise received payment. If the RDFI does not receive such payment for the ACH Entry, the RDFI is entitled to a refund from the receiver in the amount of the credit to the receiver’s account, and you will not be considered to have paid the amount of the credit ACH Entry to the receiver.

Prefunding

We require you to pre-fund an account maintained with us prior to, or in the case of a Same Day ACH Entry on the settlement date of the related ACH Entry. 

Credit Approval and Exposure Limits

In accordance with the ACH Rules, we must make certain warranties on behalf of you. Specifically, we are charged with assuring the financial soundness of you to initiate the intended ACH Entries. We may request financial information from you and/or a separate credit agreement. We will also be authorized to obtain a credit report(s) on you as may be necessary from time to time. We will assign you a limit representing the maximum aggregate dollar amount of ACH Entries that may be initiated by you each day (“Exposure Limit”). You acknowledge that the Exposure Limit is used for the protection of us and our assets. You understand that daily requests for ACH Entries exceeding this amount will not be honored by us. Dishonored requests will be communicated to you or your designated representative. You will comply with the Exposure Limits as displayed in Small Business Online Banking. Exposure Limits may be modified from time to time by us at our sole discretion without prior notice to you. 

Prohibited Transactions

You agree to not to use or attempt to use the ACH Service (i) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, (ii) to breach any contract or agreement by which you are bound, (iii) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, or (iv) to engage in any transaction or activity that is not specifically authorized and permitted by this Agreement. You acknowledge and agree that we have no obligation to monitor your use of the services for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that we reserve the right to decline to execute any transaction or activity that we believe violates the terms of this Agreement.

Security Interest

To secure the payment and performance of your obligations set forth herein, you grant to us a security interest in, and pledge and assign to us all of your right, title, and interest in the following described property, whether now owned or hereafter existing or acquired and wherever located: (i) all monies, instruments, savings, checking and other accounts owned by you (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now, or in the future, in our custody or control; (ii) any other collateral described in any security instrument securing the obligations of you to us under this Agreement or any other obligation of you to us; and (iii) all proceeds and products of the property as well as any replacements, accessions, substitutions, and additions to any of the above.

Cancellation or Amendment of an Entry

You will have no right to cancel or amend any ACH Entry after its receipt by us. However, we will use reasonable efforts to act on a request by you to cancel an Entry before transmitting it to the ACH Operator or crediting or debiting an On-Us ACH Entry. Any such request must comply with this Agreement, including the Security Procedures described in this Agreement. We will have no liability if it fails to affect the cancellation or amendment of such ACH Entry. You will reimburse, indemnify and hold us harmless for any expenses (including attorneys’ fees), losses or damages we incur in affecting or attempting to affect your request for the cancellation or amendment of an ACH Entry.

Rejection of Entries

We may reject any ACH Entry that does not comply with the requirements of the ACH Rules or this Agreement, and may reject any ACH Entry if you are not otherwise in compliance with the terms of this Agreement or the ACH Rules. We will notify you of such rejection no later than the Business Day such ACH Entry would otherwise have been transmitted by us to the ACH Operator or, in the case of an on-us ACH Entry, the day before its effective entry date. Notices of rejection will be effective when given. We will have no liability to you for the rejection of any such ACH Entry or the fact that such notice is not given at an earlier time than that provided for herein.

Entries Returned as Unauthorized

In the event that an ACH Entry is returned as unauthorized or authorization revoked, you will contact the necessary parties and resolve any dispute. During this process, you may ask us to request from the RDFI a copy of the “Written Statement of Unauthorized Debit.” We will make its best effort to obtain the form and will deliver it to you when received. You agree not to re-originate any transaction returned as unauthorized or as authorization revoked unless the receiver reauthorized the ACH Entry.

Unauthorized Return Rate

In the event the rate of unauthorized returns exceeds the limit indicated in the ACH Rules, you will share any data requested by us based on the ACH Rules and you will immediately begin the process of reducing the rate below such limit.

Administrative Returns

In the event the rate of administrative returns exceeds the limit indicated in the ACH Rules, you will share any data requested by us based on the ACH Rules. If it is determined that remediation is necessary, you will develop a plan to reduce the rate below such limit.

Overall Return Rate

In the event that the overall rate of returns is greater than the limit indicated in the ACH Rules, you will share any data requested by us based on the ACH Rules. If it is determined that remediation is necessary, you will develop a plan to reduce the rate below such limit.

Rules Enforcement

In the event that a Report of Possible ACH Rules Violation is filed on you, you will take appropriate steps to correct the problem within the time frames suggested by us. In the event that a fine is levied against us for a violation of the ACH Rules, you agree to indemnify and hold us harmless for the whole value of the fine.

Inconsistency of Name and Account Number

You acknowledge and agree that, if an ACH Entry describes the receiver inconsistently by name and account number, payment of the ACH Entry may be made on the basis of the account number, even if it identifies a person different from the named receiver, and your obligation to pay the amount of the ACH Entry to us is not excused in such circumstances.