December 20, 2007
What this Agreement
Covers.
This Agreement governs the use of Cole Taylor
Bank’s Online Business Electronic
Banking, Pay Bills and Telephone Banking
Services (collectively, “Service”.)
In this Agreement, the words “you”
and “your” mean each account
owner. If there is more than one owner,
these words mean each account owner separately,
and all account owners jointly. The words
“we” “us’ or “our”
refer to Cole Taylor Bank. This Service
is restricted to use for business customer
accounts, defined as customers that are
not consumer, family or household customers.
Your accounts remain subject to our Rules
and Regulations Regarding Deposit Accounts
(the “Rules”.) In the case of
any conflict between this Agreement and
the Rules, the provisions of this Agreement
will prevail to the extent necessary to
resolve the conflict. All references to
time of day in this Agreement refer to prevailing
time in Chicago, Illinois. The term “business
day” means Monday through Friday excluding
Federal and State of Illinois holidays.
Designated Company
and Authorized Users.
In order to use the Service, we require
you to execute this Agreement and complete
Exhibit A, attached hereto and fully incorporated
herein, which requires you to designate
the company that will be set up to utilize
the Service and allows you to appoint and
assign up to two (2) individuals (the “Authorized
User”) to utilize the Service. You
are solely responsible for all transfers,
transactions and other activity in your
account effected through the Service by
your Authorized User regardless of whether
or not it is actually authorized. If you
access an account ordinarily subject to
instructions requiring the signatures of
more than one individual for checks or other
transactions, you understand and agree that
we may, without any liability, disregard
such instructions when acting on your online
instructions under the Service.
Access Codes and Effect
You will choose a User ID, User Name, Customer
Access Code, Password, Personal Identification
Number or other identification number (collectively,
“User Access Code”) which is
needed to access the accounts via the Service.
You agree not to give the User Access Code
to any person not authorized to access the
accounts and to otherwise keep the User
Access Code confidential. You accept all
liability that legally can be imposed on
you for each use of the User Access Code,
whether or not each use is authorized by
you.
Access to the Service is subject to the
User Access Code and in addition may also
be subject to the use of certain numbers,
codes, marks, signs, site keys, images,
captions, challenge questions or other means
establishing your identity to us. All electronic
communications that meet these requirements
will be deemed authorized by you, valid
and authentic. You authorize us to carry
out instructions given to us through the
Service as if those instructions were written
orders or checks, as the case may be bearing
your signature. We are responsible for acting
only on those instructions sent through
the Service which are actually received,
and neither we nor any agent or independent
contractor (“Service Providers”)
assume any responsibility for malfunctions
in communications facilities or equipment
not under our or the Service Providers control.
Neither we nor the Service Providers shall
be responsible for any losses, errors, failures
or delays in the transmission of instructions
caused by the malfunction or failure of
your hardware or software, arising out of
the use of any access service or relating
in any way to any computer virus.
The use of a User Access Code and the related
procedures described above are security
procedures for banking transactions performed
with the Service. You acknowledge that you
have reviewed these procedures in light
of the size, frequency and amount of your
transactions and find them to be commercially
reasonable.
If you lose your User Access Code or at
any time you believe or suspect that someone
has or is using your User Access Code or
that the security of your accounts has been
compromised, please notify us
immediately by calling (847)
653-7474 and speaking with one of our customer
service representatives. Failure to notify
us immediately may result in losses to your
accounts. We will
never ask you for
your User Access Code and you should never
include your User Access Code in any email
or written communication with us.
Fees and Charges
Currently, we do not charge a fee for using
the Service; however we reserve the right
to charge a fee for using the Service without
providing prior notice to you, unless such
notice is required by applicable law.
- Online Business Electronic Banking
You may use Online Business Electronic
Banking to access a variety of banking
services. You may: (a) transfer funds
between accounts whenever you request;
(b) obtain current balance and other deposit
account information; (c) review images
of your cleared checks; (d) obtain loan
account information; (e) request stop
payment on checks; (h) submit check reorder
requests; (i) pay bills and obtain other
services which we may add, from time to
time. When you instruct us to transfer
funds between accounts, you authorize
us to withdraw the necessary funds from
the specified account. Subject to the
following provisions, any transactions
or transfers will occur on the day designated
by you. We reserve the right not to allow
any transactions or make transfers, which
would exceed the balance of collected
funds in the account from which the funds
are being transferred. Transfers or transactions
initiated or scheduled on days which are
not business days and same-day transfers
or transactions initiated after 7:00 P.M.
will be processed on the next business
day. You agree that we and the Service
Providers have no responsibility or liability
for any damages, expenses, charges or
liabilities which may occur as a result
of any failure, delay or omission on the
part of us or the Service Providers, except
as may be imposed by law.
You may cancel any Online Business Electronic
Banking instructions by calling (847)
653-7474 and speaking with a customer
service representative prior
to 4:00 pm on the day the instructions
are to be carried out by us.
- Pay Bills
You may direct us to make payments from
your account to third parties (the “Payees”)
that you have selected in advance to receive
payment through our Bill Payment service
(“Pay Bills”). We reserve
the right, in our sole discretion, to
refuse to allow certain Payees to be part
of Pay Bills. For example, payments may
be made only to Payees with a U.S. payment
address. Further, you may not make a payment
of alimony, child support, taxes, or other
governmental fees or court directed payments
through Pay Bills.
Pay
Bills. You may use a personal
computer to electronically direct us to make
payments from your checking account to Payees
whom you have selected in advance to receive
payments through Pay Bills.
Using Pay Bills.
In order to activate this service, select
Pay Bills and follow the onscreen instructions.
To use Pay Bills, you must provide information
online to us about a Payee to permit us to
properly direct a payment and to permit the
Payee, upon receipt of a payment, to identify
you as the payment source. You do this by
filling in all required fields. By providing
us the Payee account information, you authorize
us to execute the payment instructions you
send to us. You agree not to initiate a payment
request that will exceed the balance of collected
funds in the applicable account at the time
of withdrawal.
Types of Pay
Bills.
You will be able to set up the following
types of bill payments:
- Single payment: You
may schedule a payment (subject to the
lesser of) the dollar limit set by us
from time to time or the balance of collected
funds in your accounts in any 24-hour
period to be made one time to a Payee.
Please call (847) 653-7474 and speak with
a customer service representative regarding
the dollar limits set by us. The payment
may be scheduled to be made at a future
date or on the same day that you enter
the payment information on Pay Bills.
A same day payment must be scheduled by
7:00 P.M. on a business day in order for
the payment to be initiated (deducted
from your account) on the same day.
- Recurring Payment:
You may schedule payments to Payees (subject
to the lesser of) the dollar limit set
by us from time to time or the balance
of collected funds in your accounts to
be automatically initiated in a predetermined
amount on the same date every month. Please
note that if the date does not exist in
a certain month, then the payment will
be initiated on the last business day
of the month. If the Payment Date falls
on a day other than a business day in
any month, your payment will be initiated
(i.e. the payment will be deducted from
your account) on the following business
day.
Scheduling Payments.
Before scheduling a payment to a Payee, the
Payee must be set up by you on Pay Bills.
To set up a Payee online through the Service
you need to select Pay Bills and follow the
onscreen instructions under Add a Merchant.
To schedule a payment, select Pay Bills and
follow the onscreen instructions under Single
Pay. You will be provided a reference code
for each payment you schedule using Pay Bills.
This number is available on the history screen
if you need to refer to it in the future.
The reference code will help us resolve any
questions you may have concerning your transaction.
You may not schedule duplicate payments. A
duplicate is one that is scheduled to be made
to the same Payee on the same date for the
same amount. You also may not schedule multiple
single payments to the same Payee for payment
on the same business day.
Delivery of Your
Payments.
You may schedule payments
to be initiated on the day that you enter
the payment information, on a future date
(not more than 364 days later) or on the same
date each month, subject to the restrictions
in this Agreement. Although you can enter
payment information through Pay Bills 24-hours
a day, 7 days a week, payments can be initiated
(i.e., deducted from your account and transmitted
to the selected Payee) only on a business
day. This date is referred to as the “Payment
Date.” After funds are withdrawn from
your account, we may remit your payment by
mailing your Payee a check drawn on an account
we maintain for this purpose, by electronic
funds transfer or by other means. Because
of the time it takes to transmit your payment
to the Payee, the Payee will not receive payment
on the Payment Date. Therefore, to provide
sufficient time for payments to be received
by your Payee, the Payment Date should be
a date at least five (5) business days before
the bill's actual due date. You must also
take account of any posting time required
by your Payee. We will not be responsible
for any loss you may incur as a consequence
of a late payment if your Payment Date was
not at least five (5) business days prior
to the bill's actual due date.
Limitation of
our Liability for Pay Bills.
We will reimburse you for
late payment fees or penalties you are charged
up to a maximum of $50 per scheduled payment
to a business Payee that is not received by
close of business on the fifth business day
after the scheduled Payment Date under the
following conditions: as a result of the failure
of a Payee to receive a payment made through
Pay Bills by the bill's actual due date to
the extent that we have not refused the transaction
if we reasonably believe such refusal is necessary
for security reasons, as long as you meet
each of the following conditions: (a) you
must properly schedule the payment to be initiated
on a date at least five (5) business days
prior to the bill's actual due date; (b) you
must provide us with the correct name, address,
and account information of the Payee and the
correct payment amount; (c) on the Payment
Date, your checking account must have contained
sufficient funds to complete the payment;
and (d) the late payment fee or penalty, or
the method of its calculation, must be published
by the Payee prior to the bill's actual due
date.
Changing or Canceling
Payments. You may change or
cancel a single payment or recurring payment
until 7:00 P.M. on the Payment Date by selecting
Pay Bills from our internet banking menu and
follow the onscreen instructions for canceling
any pending payment. You will receive a reference
code when your payment has been canceled.
This canceled payment will appear on your
history screen. You may modify a recurring
payment to a merchant by selecting the Payee
from the Merchant List under Pay Bills and
edit the recurring payment information.
Canceling Pay
Bills. The Pay Bills service
shall remain in effect until it is terminated
by you or us. You must notify us in writing
at the address provided herein if you wish
to cancel Pay Bills. Please note we cannot
cancel Pay Bills until all pending payments
have cleared, if you have pending payments
and do not want to wait for them to clear,
you may individually delete these future payments.
You will not receive a refund of any service
fee if you cancel Pay Bills. We may cancel
Pay Bills, in whole or part, in our sole discretion,
at any time without prior notice, unless such
notice is required by applicable law. Cancellation
shall not affect your liability or obligations
under this Agreement.
Accuracy of Information.
You are solely
responsible for the content
and accuracy of all information you provide
us with respect to a payment. You must be
sure that your Payee information is current
and up to date. We have no duty to detect
errors in any information you send us. We
do not monitor the use of the Service by you
or your Authorized User. If an Authorized
User of yours uses the Service to pay a bill
which is not yours, it is nevertheless considered
authorized by you and you assume the entire
risk of loss.
Account Statements.
All of your payments and other activity with
the Service appear on your monthly account
statement. We urge you to review your account
statements promptly and to report to us any
errors or discrepancies you find or suspect
as provided in the Rules.
Limitations
on Frequency of Transfers.
You acknowledge that if any of the accounts
are money market or savings accounts, federal
regulation generally permits a maximum number
of transfers. Please refer to the Rules for
specific information regarding the limitations
on frequency of transfers.
Telephone Banking
Telephone Banking is an electronic banking
service that provides information on your
accounts and allows you to transfer funds
between your accounts 24-hours a day, 365
days a year. Please see the Rules for all
of the terms and conditions that govern your
use of the Telephone Banking system.
General Provisions
Limitation
of Liability for any Transfer or Transaction.
We are not liable if: (a)
through no fault of ours, you do not have
enough money in your account to make the
transfer or transaction, (b) your funds
are subject to legal process or other encumbrance
restricting such transfer or transaction,
(c) the transfer or transaction would go
over the credit limit on any overdraft line,
(d) the Service were not working properly
and you knew about the breakdown when you
started the transfer or transaction, or
(e) circumstances beyond our control (such
as fire or flood) prevent the transfer or
transaction, despite reasonable precautions
that we have taken.
Termination.
This Agreement shall remain in effect
until it is terminated by you or us. You
must notify us in writing at the address
provided herein to advise us of you desire
to cancel this Agreement.
You agree that we may limit, suspend or
discontinue the Service, in whole or in
part, or terminate this Agreement at any
time for any reason without prior notice,
unless such notice is required by applicable
law. You further understand and agree that
we may from time to time at our option change
the Service or amend the terms of this Agreement.
You will be notified of any such changes
or amendments as required by applicable
law and agree that, by using any of the
Service after a change or amendment becomes
effective, you shall be deemed to have agreed
to the change or amendment. Termination
of this Agreement shall not terminate your
account relationship or other agreements
with us. You agree that we shall have the
right, exercised at our sole discretion,
to disable your access to the accounts via
Business Electronic Banking after ninety
(90) calendar days of inactivity.
Confidentiality.
We may disclose information to third
parties about the accounts or the transfers
you make: (a) where it is necessary for
completing transfers; (b) in order to verify
the existence and condition of the accounts
for a third party, such as a credit bureau
or merchant; (c) in order to comply with
government agency or court orders; (d) if
you give us your written permission or (e)
as required under applicable law.
Arbitration
and Waiver of Jury Trial. All
controversies, disputes or claims arising
out of or related to this Agreement, including
without limitation controversies regarding
the validity of this Agreement and any compulsory
counterclaims (as defined by Rule 13 of
the Federal Rules of Civil Procedure), but,
excluding collections of amounts due to
us, will be submitted for binding arbitration
to the Chicago, Illinois office of the American
Arbitration Association on demand of you
or us. Such arbitration proceeding will
be conducted in Chicago, Illinois, and will
be heard by one arbitrator in accordance
with the then-current rules of the American
Arbitration Association. All matters relating
to arbitration will be governed by the Federal
Arbitration Act (9 U.S.C. section 1, et
seq.) and not by any state arbitration law.
The decision and award of the arbitrator
shall be binding and conclusive upon both
you and us, and enforceable in any court
of competent jurisdiction. The arbitrator
will have the right to award or include
in the award any lawfully appropriate relief
and to assess costs or expenses to either
you or us, or both. The provisions of this
section will continue in full force and
effect subsequent to and notwithstanding
the termination of this Agreement. Each
party hereby expressly agree to waive any
right to a trial by jury in connection with
any controversies, disputes or claims arising
out of or related to this Agreement.
Warranty and Disclaimer.
Neither we nor the Service Providers shall
be responsible for any loss or damages,
whether direct, indirect, special, incidental
or consequential, arising in connection
with the Service, except for as specifically
provided in the “Limitations of our
Liability for Pay Bills” section included
in this agreement. Neither we nor the Service
Providers make any warranties under this
Agreement of any kind, whether statutory,
express or implied, concerning this Agreement
including without limitation, any warranties
of merchantability, fitness for a particular
purpose or non-infringement.
Reliability
of Information; System Downtime.
Any account information furnished
by the Service Providers or us is believed
to be reliable but is not guaranteed. We
and our Service Providers are not liable
for any deficiencies in such information
or for any decision made using this information.
Although we strive to ensure full performance
of the Service, neither we nor the Service
Providers shall be liable for any losses
resulting from your inability to access
the Service due to system downtime: (a)
caused by circumstances beyond our reasonable
control; or (b) due to necessary maintenance,
system upgrading or similar circumstances.
Address for Notice and Communications.
Cole Taylor Bank
Attn: Customer Service Department
9550 West Higgins
Road
Rosemont,
IL 60018
In Case of
Errors or Questions about Your Electronic
Transfers or Transactions.
If you think there was an error in your
transfer, transaction or payments or if
you need more information about a transfer,
transaction or payment, telephone or write
to the Customer Service Center as soon as
you can. We must hear from you no later
than thirty (30) calendar days after we
make available the FIRST statement on which
the problem or error appeared. You will
be required to provide the following information;
1) your name and account number; a description
of the error or the transfer you are unsure
about, and an explanation as to why you
believe is an error or why you need more
information; and 3) the dollar amount of
the suspected error. Your failure to fully
comply with section will preclude you from
asserting any loss or claim against us.
Severability;
Governing Law. In the event
any one or more of the provisions of this
Agreement shall for any reason be held to
be invalid, illegal or unenforceable, the
remaining provisions shall remain valid
and enforceable. This Agreement shall be
governed by the applicable federal law and
the applicable substantive laws of the State
of Illinois (exclusive of any conflict of
laws or rules of the State of Illinois,
which may result in the application of the
substantive laws of another jurisdiction).
Stop payment orders received by us through
Business Electronic Banking shall be governed
by the Illinois Uniform Commercial Code
and the Rules.
Indemnification.
You hereby agree to hold harmless Cole Taylor
Bank and its officers, directors, employees,
representatives and agents, from and against
and reimburse us for any and all claims,
expenses, obligations, liabilities, losses,
damages, injuries (to person, property or
natural resources), penalties, stand or
other taxes, actions, suits, judgments,
reasonable costs and expenses (including
reasonable attorney's fees and expenses)
of whatever kind or nature regardless of
their merit, demanded, asserted or claimed
against us directly or indirectly relating
to, or arising from, claims against us in
connection with this Agreement, including
without limitation all reasonable costs
required to be associated with claims for
damages to persons or property, and reasonable
attorneys', allocable in-house attorneys`
fees and consultants' fees and expenses
and court costs except to the extent caused
by our gross negligence or willful misconduct.
In no event shall we be liable for special,
indirect or consequential loss or damage
of any kind whatsoever (including but not
limited to) lost profits, even if we have
been advised of the likelihood of such loss
or damage and regardless of the form of
action.
Assignment.
This Agreement and the rights and obligations
hereunder of the parties may not be assigned
except with the prior written consent of
the parties hereto. This Agreement shall
be binding upon and inure to the benefit
of each party's respective successors and
permitted assigns. Except as expressly provided
herein, no other person shall acquire or
have any rights under or by virtue of this
Agreement.
Waiver.
The rights and remedies conferred upon the
parties hereto shall be cumulative, and
the exercise or waiver of any such right
or remedy shall not preclude or inhibit
the exercise of any additional rights or
remedies. No term or provision shall be
deemed waived, and no variation of the terms
of provisions hereof shall be deemed consented
to, unless such waiver or consent is in
writing and signed by the party against
whom the waiver or consent is sought to
be enforced. Any delay, waiver or omission
by a party to exercise any right or power
arising from breach or default of this Agreement
shall not be construed to be a waiver by
the party of any subsequent breach or default
of the same or other terms, provision or
covenants on the part of the other party.
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