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Business Online Banking Business Agreement and Disclosures

I. Introduction

This Business Online Banking Agreement (this "Agreement") sets forth the terms and conditions governing access of your Royal Credit Union (”Royal”) business accounts through business online banking. The term "you" in this Agreement refers to the business Member and each signer on the business Member’s account. This Agreement is governed by and interpreted in accordance with applicable Federal law, regulation, and the laws of the State of Wisconsin. The term “your account” in this agreement refers to your business account(s) at Royal.  The term "business days" means Monday through Friday, excluding  holidays observed by Royal.

The Electronic Fund Transfer Act and Regulations require disclosure of pertinent information to you about electronic fund transfers (“EFTs”) to or from your account. EFTs are preauthorized transactions to and from your account or by means of business bill pay, ACH, Electronic Check Conversion, or business online banking.

In addition to this Agreement, each of your accounts is governed by Royal’s Bylaws, the Disclosures, your Membership Agreement, your account agreement, and the Service Fees, all of which may be amended from time to time (collectively, the “Account Agreement Documents”) .

II. Accessing Your Accounts through Business Online Banking

A. Requirements
To access your accounts through business online banking, you must complete Royal’s online authorization information form and maintain a current email address.

B. Electronic Mail (email)
Electronic mail (email) is not a secure method of communicating with Royal. Do not send specific account or personal information through email. Royal may communicate non-secure information to you using the email address you provide.  It is your responsibility to provide and maintain a current email address to Royal. You must notify Royal of a change in your email by contacting  Royal’s Member Service at 800-341-9911, option 6, or you can update your email address through business online banking.

C. Communicating About Your Account
You will receive all communications related to your accounts or other services with Royal in electronic format.  You will continue to receive a paper version of your statement and other required documents via postal mail unless you opt-in to paperless communication.

D. Fees
Refer to Royal’s Service Fees for specific fee information.

E. New Services
From time to time, Royal may introduce new online services. Royal will notify you of any new services. By using these services when they become available, you agree to be bound by the terms and conditions communicated to you concerning these services.

 III. Terms and Conditions

By accessing your accounts through business online banking, you agree to be bound by this Agreement.  This Agreement is effective for as long as you remain a subscriber to business online banking, and certain terms and conditions survive termination of this Agreement as set forth below.

A. Your Online Authorization Information
Your online authorization information includes an online password and multifactor authentication.

Royal recommends you change your password regularly.

For security purposes, it is recommended that you memorize your online authorization information and do not write it down. You are responsible for keeping your online authorization information, account numbers, and other account data confidential.

B. Payment Account
You will be asked to designate a payment account for selected services, such as business bill pay. You agree to promptly pay all fees and charges for services provided under this Agreement, and authorize us to charge the account that you have designated as the payment account or any other account for the fees.

Your online access may be canceled at any time without prior notice due to insufficient funds in any of your accounts. After cancellation, business online banking services may be reinstated once sufficient funds are available in your accounts to cover any fees and other pending transfers or debits. In order to reinstate your services, you must contact Royal’s Member Service by phone at 800-341-9911.

If you do not access your accounts through business online banking for any six (6) month period, Royal reserves the right to disconnect your access to business online banking without notice. Your business bill pay and online scheduled transfer information will be lost if your access to business online banking is disconnected. You may enroll again in business online banking at any time to re-activate these services.

If you wish to cancel any of the services offered through business online banking, please contact Royal’s Member Service 800-341-9911 or mail a cancellation to PO Box 970, Eau Claire, WI 54702.

C. Overdrafts: Order of Payments, Transfers, Other Withdrawals
If your account has insufficient funds to perform all electronic funds transfers (ATM withdrawals, pre-authorized transactions, business online banking transfers and business bill pay payments and transfers, etc.) that you have requested for a given date, then:

Certain electronic transfers involving currency disbursement, like ATM withdrawals, will have priority, and the electronic funds transfers initiated through business online banking may result in an overdraft of your account and may, at RCU's discretion, be canceled.

You will be charged overdraft charges as set forth in the Account Agreement Documents.

D. Hours of Accessibility
You can access your accounts through business online banking seven (7) days a week, twenty four (24) hours a day, However at certain times, some or all of business online banking may not be available due to system maintenance. You will be notified when this occurs.

E. Additional Terms and Conditions

Obtaining Account Balance and Transaction History - You can obtain balance and transaction history on all eligible business accounts. Current balance and activity information is available, at minimum, as of the close of the previous day.

Transferring Funds - If a hold has been placed on deposits made to an account from which you wish to transfer funds, you cannot transfer the portion of the funds held until the hold expires.

 IV. Royal Credit Card Account Access

A. Using the Service
This Agreement covers all of the transactions you conduct in business online banking, including without limitation, any transactions you may conduct using the online credit card account access service. .

B. Credit Card Payments
Payments using the credit card account access service must be submitted by 10:00 p.m. CST in order for your payment to be posted to your credit card account on that date. Payments made using the business online banking transfer feature must be completed by 10:00 p.m. CST. Although your payment will be credited to your account on the payment date, you should allow at least three (3) business days before the payment is reflected in your available credit. If your payment is not received by the due date on your statement, the account will be subject to the fees and finance charges described in the Account Agreement Documents.

 V. General Terms

A. Right to Stop Payment
You can stop regular payments out of your account as follows:

Online Check Stop Payments - To place an online check stop payment, use the “Stop Payment” feature in business online banking, which will process the stop payment immediately. You are not permitted to stop payment on any purchase, withdrawal, payment or transfer originated by use of a Royal Credit Card, Debit Card, ATM Card, business online banking Immediate Transfer, CompuTeller Transfer, or preauthorized draft, and Royal has no obligation to honor any such stop payment request. If Royal does not have a reasonable time to act on a stop payment before Royal has accepted the item, before Royal has paid the item in cash, or before the item has been deposited or received for deposit for credit in an account of a customer with the payer bank, then Royal may be entitled to enforce payment of the item against the drawer. Due to sorting or routing, the check may have already been accepted by Royal and  Royal may be unable to determine this until two (2) business days after acceptance.

Business Online Banking Scheduled Transfers - To cancel a payment or transfer that is scheduled for a future date on business online banking, you must delete the transfer on business online banking no later than the day prior to the processing date.

B. Limitations on Dollar Amount of Transfers
You may make transfers between your accounts on business online banking up to the amount of the available balance in your account. There are no limitations on the dollar amount you can transfer on business online banking.

C. Limitations on Frequency of Transfers
There are no limitations on the number of business online banking transfers. However, in compliance with Regulation D of the Federal Reserve Board, you are limited to six (6) transactions per month from each of your savings or Money Market accounts without your physical presence at a branch or ATM. This includes but is not limited to transactions by means of business online banking, CompuTeller, check, preauthorized payments to a third party, telephoning Member Service, or by automatic transfer due to insufficient funds.

D. Amendment to Agreement
Royal reserves the right to modify or amend, at any time, this Agreement. However, when changes are made to any fees or charges, Royal will notify you online, mail a notice to you at the address on file, or send you an email. Royal also reserves the option to waive, reduce or reverse charges or fees in individual situations..

E. Error Corrections on Business Online Banking Transactions
In case of questions or errors about business online banking funds transfers , contact Royal by phone at 800-341-9911 or mail at PO Box 970, Eau Claire, WI 54702.

We must hear from you no later than sixty (60) days after the statement on which the problem or error appeared was made available to you. If you notify us verbally, we may require that you send us your complaint or question in writing within ten (10) business days.

F. Unauthorized Transactions in Your Accounts
You must notify Royal immediately if you believe another person has improperly obtained your online authorization information. Also, notify Royal if someone has transferred or may transfer money from your account without your permission or if you suspect any fraudulent activity on your account. Only reveal your account number to a legitimate entity for a purpose you authorize (such as your insurance company for automatic payments). To notify Royal, call Member Service at 800-341-9911.

G. Security Alerts
Royal will send security alerts via email to the email address you provide. Security alerts will include notification when your password has changed.

 VI. Business Accounts and Business Administrator

A. Business Administrator Responsibility
You are required to designate a Business Administrator.  The Business Administrator identified in the enrollment process and authorized by the Officer’s Certificate must be a signer on the business deposit accounts and Royal will auto generate an initial individual sign-on identification ("sign-on ID"). Once Royal assigns the sign-on ID  and provides the Business Administrator with an initial online password, the Business Administrator will be able to set up and manage your business online banking service by using his/her sign-on ID, and online password and multifactor authentication ("Online Authorization Information"). The Business Administrator will be able to set up any desired other authorized persons (collectively, "Business Users"), designating the levels of account access and privileges, and will be responsible for providing these Business Users with their respective Royal-auto generated sign-on ID and Online Authorization Information. The Business Administrator, through business online banking, will be able to enroll in business bill pay and set up other Business Users, designating the levels of account access and permissions, and will be responsible for providing these Business Users with their respective sign-on information for business bill pay. A new Officer’s Certificate is required to change the status of a Business Administrator.  The Business Administrator and Business Users may be referred to as “Users” in this Agreement.

B. Security Procedure For All Transactions Conducted Through Business Online Banking

  1. The following describes the security procedure your Business Administrator and your Business Users agree to follow when providing instructions to make funds transfers (including intra-financial institution transfers and bill payment orders) from or to your accounts using business online banking. The purpose of this Security Procedure is to verify the authenticity of a funds transfer instruction (or request for cancellation or amendment) given through the use of business online banking and not to detect an error in the transmission or content of a funds transfer instruction. No security procedure for the detection of any error has been agreed upon between you and Royal. You are strictly responsible to establish and maintain the procedures to safeguard against unauthorized transmissions.
  2. You agree to take reasonable steps to maintain the confidentiality of the security procedures and any Business Administrator or Business User sign-on ID, Online Authorization Information, security devices and related instructions you provided or that are provided by Royal in connection with this Security Procedure.
  3. In managing your business online banking service, a Business User may specify the accounts to be charged. You are responsible for all transfers and withdrawals your Business Administrator or Business Users conduct using business online banking, even if your Business Administrator or Business Users exceed the authority you have given them. Royal has no knowledge of any limitations you may have in place for your Business Administrator and/or Business Users and Royal will not be responsible to you or to any third parties for any transactions that exceed limitations you may have in place. If you, the Business Administrator, or your Business Users permit non-authorized persons to use business online banking, the Business Administrator or Business User Sign-on IDs and/or your Online Authorization Information, you are responsible for any transactions they conduct.
  4. The Business Administrator will furnish the Business User Sign-on ID and initial Online Authorization Information for all Business Users. After signing on for the first time, each Business User will select his/her own online password. Royal will not be provided with Online Authorization Information.
  5. You, your Business Administrator, and your Business Users agree to protect the secrecy of the User Sign-on IDs, Online Authorization Information and account data accessed via business online banking, and Royal has no responsibility if you, your Business Administrator or a Business User discloses the same. You, your Business Administrator, and your Business Users also agree to limit distribution of this information to only those authorized by you to access business online banking. You must notify Royal immediately by calling Member Service at 800-341-9911 if you believe or suspect any of your accounts have been accessed without your permission or a Business User Sign-on ID or Online Authorization Information has been used without your permission to access your accounts. The occurrence or unauthorized access will not affect any transaction made in good faith by Royal prior to the receipt of such notification and within a reasonable time period to prevent unauthorized transactions. For security purposes, Royal recommends that Business Users memorize their own Online Authorization Information and Business User Sign-on IDs and not write them down. The system gives your Business Users the ability to change online passwords regularly and you may require that Business Users change online passwords regularly, including when Business Users are deleted.
  6. A Business User may only log on to business online banking using his/her correct Business User Sign-on ID and Online Authorization Information. Once the Business User has entered his/her correct Business User Sign-on ID and Online Authorization Information, the Business User will be able to conduct any transactions consistent with the privileges and levels of access which have been granted the Business User by the Business Administrator or another Business User who has been granted authority to manage Business Users. Royal has no knowledge of the privileges and levels of access granted individual Business Users.
  7. Royal may rely on the Business User Sign-on ID and Online Authorization Information provided by the individual submitting the funds transfer instruction. Royal has no responsibility for verifying Business User Sign-on ID and Online Authorization Information.

C. Officer’s Certificate Information
Any Officer’s Certificate provided to Royal giving authority for business online banking supersedes any resolution, signature card or other document that limits authority over any specific account or all of your accounts. A change in the authority over any specific account or all of your accounts made in any resolution, signature card or other document will NOT change this Agreement, or any accompanying Officer’s Certificate.

D. Authorization For Transactions
You agree that the Business Administrator identified in the Officer’s Certificate has authority to establish the business online banking service and establish additional Business Users with the access capability and privileges as determined by the Business Administrator in establishing and managing your business online banking service. You agree that each individual who has been issued a Business User Sign-on ID and Online Authorization Information has general authority to give instructions and authorize transactions with respect to your accounts through business online banking, including general authority over the movement of funds between your accounts and to perform inquiries on your accounts. You agree that Royal has full authorization to rely and act upon any instructions received from Business Users without further inquiry. You acknowledge you are strictly responsible for establishing and maintaining the procedures to safeguard against unauthorized transmissions. You warrant that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agree to take full responsibility for all transactions completed. 

E. Separate Account Agreements And Disclosures
All Account Agreement Documents applicable to your various accounts or loan relationships with Royal shall continue in full force and effect except as specifically modified by this Agreement, and shall be applicable to all transactions initiated by use of a Business User Sign-on ID and Online Authorization Information. However, if any such account is an account requiring two (2) or more signatures, all signature requirements are hereby waived by you and all signers for the purposes of this Agreement.

In addition, you and all signers agree to any transaction initiated by the use of a Business User Sign-on ID and Online Authorization Information and agree to be bound by the transaction.

F. Lawful Activities
Any service provided by Royal may only be used for transactions permitted by law. You agree that illegal use of any financial service including, but not limited to business online banking, will be deemed an action of default and/or breach of contract and such service and/or other related services may be immediately terminated at Royal’s discretion. You further agree, should illegal use occur, to waive the right to sue Royal for such illegal activity directly or indirectly related to it. You also agree to indemnify and hold Royal harmless from any suits or other legal action or liability, directly or indirectly, resulting from such illegal use. You are responsible for ensuring that Business Users are aware of this provision. You will be responsible for any illegal transactions or use of business online banking by Business Users.

G. Business Bill Pay Services
The Business Administrator may establish your business bill pay service by enrolling in the service and accepting the separate Royal business bill pay terms and conditions.

H. Information Royal Sends You
Any information you receive from Royal electronically is provided on a best-efforts basis and is believed to be reliable, but cannot be guaranteed. Royal is not responsible for any deficiencies in the accuracy, completeness, availability or timeliness of such information, or any investment or other decision you make using this information. Any notice Royal sends your Business Administrator or Business Users, whether orally, electronically or in writing, are just as effective as if sent to you at the address we have on file.

I. Recording and Use Of Communications
You agree that all telephone conversations and data transmitted between you and your employees, representatives or agents and Royal and its employees, representatives or agents made in connection with this Agreement may be electronically recorded and retained by either party by use of any reasonable means.

J. Royal’s Responsibilities, Liability, Limitations On Liability, and Indemnity
In the performance of the services required by this Agreement, Royal shall be entitled to rely solely on the information, representations, and warranties provided by you pursuant to this Agreement, and Royal shall not be responsible for the accuracy or completeness thereof. Royal shall only be responsible for performing the services expressly provided for in this Agreement, Royal shall only be liable for its own gross negligence or willful misconduct, subject to the following limitation: Royal’s liability for its own gross negligence or willful misconduct is limited to direct money damages actually incurred by you in an amount not exceeding the amount of the transaction.

Royal shall not be liable in any case for any special, indirect, exemplary, or consequential damages (including lost profits) of any kind, whether or not the likelihood of such damages was known or contemplated by Royal and regardless of the legal or equitable theory of liability that you may assert including, without limitation, loss or damage from subsequent wrongful dishonor resulting from Royal’s acts or omissions pursuant to this Agreement.

Royal shall not be responsible for your, the Business Administrator’s, or your Business User's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or authorization of any intra-financial institution transfer, bill payment order, or request to amend or cancel same received from you, your Business Administrator, or your Business Users) nor the acts or omissions of any other person or entity including, without limitation, any Federal Reserve Financial Institution, Automated Clearing House or transmission, information or communications facility, any Receiver, Beneficiary, Intermediary Financial Institution or Receiving Depository Financial Institution and no such person will be deemed Royal’s agent.

You will indemnify Royal for all liabilities, costs, losses and damages of any nature, including attorneys’ fees, which arise out of or relate to disputes or legal actions by third parties about any action Royal takes on a User's transaction or which result directly or indirectly, in whole or in part, from your or your Users' access of the services and performance of transactions via business online banking or claims that Royal is responsible for any act or omission on your part or that of any other person. This indemnity does not apply to any costs, losses or damages attributable to Royal’s gross negligence or willful misconduct. Your obligation under this paragraph survives termination of this Agreement.

Without limiting the generality of the foregoing, Royal is excused from failing to act or delay in acting, and any failure to delay does not constitute a breach of this Agreement or otherwise give rise to any liability by Royal if (1) the failure or delay arises out of legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions, natural disaster, labor dispute or other causes beyond Royal’s control, or (2) Royal believes such action would violate any guideline, rule or regulation of any government authority including, without limitation, failing to transmit or delay in transmitting if such transmittal would result in Royal having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Royal’s reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority.

Except as specifically provided in this Agreement or where the law requires a different standard, you agree that neither Royal, its service provides, vendors nor any Internet or commercial online access or browser provider or wireless carrier shall be responsible for any loss, property damage or bodily injury, whether caused by the equipment, software, Royal, or by its service provider or vendor or by an agent or subcontractor of any of the foregoing. Nor shall Royal or its service providers or vendors be responsible for any direct, indirect, special or consequential economic or other damages arising in any way out of the installation, use or maintenance of the equipment, software, business online banking, or Internet browser or access software. Neither Royal nor its service providers or vendors are responsible for any computer viruses. Further, Royal will only be responsible for acting on instructions sent through business online banking which are actually received by Royal. Except as otherwise stated in this Agreement, or as required by law, Royal’s entire liability and the liability of any service provider or vendor and your exclusive remedy with respect to business online banking is the replacement of any browser or software, if any, provided by Royal to you.

You are solely responsible for the selection, installation, maintenance and operation of your computer, mobile device, software, and connection to an Internet Service Provider, and wireless carrier.

K. No Warranties
Royal does not make any representations or warranties with respect to the legal effect or sufficiency, under any Federal, State or local statute or regulation or other law, of any forms, documents or other matters that we may provide to you from time to time in connection with this Agreement or the services available through business online banking. NEITHER ROYAL NOR ANY SERVICE PROVIDER OR VENDOR MAKES ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING BUSINESS ONLINE BANKING, SOFTWARE OR BROWSER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS UNLESS DISCLAIMING SUCH WARRANTIES IS PROHIBITED BY LAW.

L. Limitations on Export
You understand that to access business online banking, your Users' browser software will require encryption capabilities that may be subject to strict export license requirements prior to export from the U.S. or Canada. Royal does not provide browser software. Your Users must obtain browser software directly from the manufacturer. You agree that your Users will not download, ship, transfer or export any browser software for other software or technical data for use with business online banking or download a Service Provider's or vendor’s direct product into any country or use same in any manner prohibited by the United States Export Administration Act or the requirements of the Export Administration Regulations (15 CFR Parts 730-744) (the "EAE") or any other regulation, law or Executive Order. Further, you agree that your Users will not use business online banking from any country to which the U.S. has embargoed goods. You will advise your Users of these export limitations and be responsible for any violations caused by them.

Your obligations under this paragraph remain in effect after termination of this Agreement.

M. Agreement Controls
Any prior agreement between you and Royal concerning any subject matter contained in this Agreement is superseded by this Agreement. This Agreement constitutes the entire agreement between you and Royal concerning its subject matter.

N. Relationship
This Agreement does not create any agency, fiduciary, joint venture or partnership relationship between you and Royal and does not provide any rights or remedies to any person other than you and Royal.

O. Waiver
Royal or you may delay exercising their rights without losing them. Any waiver or partial exercise of one right is not a waiver of other rights or the same right at another time.

P. Severability
If any provision of this Agreement, or its application to any person or set of circumstances, is held invalid or unenforceable to any extent, the remainder of this Agreement, and the application of the provision to other persons or circumstances, is not impaired or otherwise affected.

VII. E-Sign Disclosure and Consent for Electronic Communications

Receiving a Paper Copy - You have the right to receive a paper copy of this Agreement and E-SIGN Disclosure, and may  request a paper copy  in one of the following ways: mail request to Royal Credit Union, Attn: Business Services, PO BOX 970, Eau Claire WI 54702 or email request to business.online@rcu.org

Withdrawing Your Consent to Receive Notices Electronically - You can contact Royal in any of the ways described in the preceding paragraph to withdraw your consent to receive any E-SIGN notices and/or future notices. If you withdraw your consent, Royal may terminate our relationship. A withdrawal of consent shall be effective within a reasonable period of time after receipt by Royal. 

Hardware and Software Requirements - In order to use business online banking and to access, receive and retain notices electronically, you must confirm that your device will meet these specifications and requirements and will permit you to access and retain any notice electronically each time you access and use business online banking. You must provide at your own expense a device that can access and meet the following requirements:

 Minimum OS:

Windows 7

Mac® macOS® High Sierra (10.13)

Android 5.0 and newer

Recommended OS

Windows 8.1 and newer

Mac® - Most current version

Android 9.0 and newer

iOS 13

Minimum Browser:

Windows – Google Chrome® 30, Mozilla® Firefox® 27, Microsoft Internet Explorer 11, Microsoft Edge any version

Mac® - Safari® 10.0

Android – Google Chrome 30

iOS – Safari 5

Recommended Browser:

Windows – current version of Chrome, Firefox, Internet Explorer, Edge

Mac® - current version of Safari

Android – current version of Google Chrome

iOS – Safari 13

Additional Requirements:

Sufficient electronic storage capacity on your device

Access to a valid email account

PDF reader software that can access a sample PDF

Android and Chrome are trademarks of Google LLC.

iOS is a trademark or registered trademark of Cisco in the U.S. and other countries and is used under license.

Mac, MacOS, and Safari are trademarks of Apple Inc.

Mozilla and Firefox are trademarks of the Mozilla Foundation in the U.S. and other countries.

NOTICE: If you do not agree to all the terms of this Agreement, you cannot use business online banking.

BY CLICKING THE AGREE BUTTON BELOW You consent to electronic delivery of the Business Online Banking Agreement and other notices or disclosures relating to the Agreement. You confirm that you are able to access information in an electronic form and you also agree that that Royal does not need to provide you with an additional paper (non-electronic) copy of the Agreement unless specifically requested by you. You agree that this Agreement may be signed in the form of an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act (E-Sign Act) (15 USC 7001 et seq).  Electronic signatures shall have the same effect as an original signature for the purposes of validity, enforceability, and admissibility.