Disclosure Statements
Attention:
WHEN YOU ACCESS ANY OF YOUR COMPANY ACCOUNTS FOR THE FIRST TIME THROUGH THE USE OF ONE OR MORE OF THE SERVICES DESCRIBED BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU HAVE ANY QUESTIONS OR DO NOT UNDERSTAND ANY TERMS OF THIS AGREEMENT, PLEASE CONTACT THE BANK PRIOR TO YOUR USE OF THE SERVICES.

Online Banking AgreementINDIVIDUAL(S) / BUSINESS(S)

The terms "we," "us," "our," "Heritage" and "Bank" refer to Heritage Bank N.A.  The terms "you," "your" and "Company" refer to your business.  This Agreement is in addition to the other agreements between you and the Bank.  If there is a conflict between the terms and conditions of this Agreement and one or more terms contained in the other agreements between you and Bank, this Agreement will control.
  1. SERVICES - Bank agrees to provide the Company with the Online Banking services described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Services").  The Company agrees to the terms and conditions contained in this Agreement, including all exhibits attached hereto.
  2. IDENTIFICATION - To utilize our Internet banking services you must have one or more Bank accounts, an Internet Banking Access ID and a personal identification number (PIN).
  3. NO LIABILITY -  Bank is responsible for complying with the terms of this Agreement.  However we will not be liable:
  • If you do not have enough money in your account to make a transfer or bill payment;
  • If we are directed to prohibit withdrawals from the account by applicable law or court order;
  • If your account is closed or if it has been frozen;
  • If the transfer or bill payment would cause your balance to go over the credit limit for any credit arrangement set up to cover overdrafts;
  • If you, or anyone you permit to utilize the Services, commits any fraud or violates any law or regulation;
  • If any electronic terminal or telecommunication device malfunctions or is otherwise not working properly and/or prevents the utilization of the Services;
  • If you have not provided us with complete and correct payment information, including, without limitation, the name, United States address, and payment amount for the payee on a bill payment;
  • If you have not properly followed the instructions for using the Services;
  • If circumstances beyond our control (such as fire, flood or improper transmission or handling of payments by a third party) prevent the utilization of the Services, including without limitation a transfer or bill payment, despite reasonable precautions taken by us.
  1. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES - The Bank's liability for damages arising out of this Agreement will not exceed the aggregate fees paid by the Company to Bank as stated in this Agreement.  In no event shall either party have any liability to the other party or any third party for any lost profits or costs of procurement of substitute goods or services or for any indirect, special or consequential damage resulting from or arising out of this Agreement.  Notwithstanding the foregoing, in no event shall Bank be liable for any losses or damages resulting from:
  • Services and/or data provided by your data processing vendor(s);
  • A virus, the prevention of which was beyond the reasonable control of Bank, or
  • A third party gaining access to Bank's system and obtaining or altering data.  
  1. AUTHORITY - You warrant to the Bank that you have full and complete authority to enter into this Agreement.  Bank may accept oral or written instructions (including written instructions sent via facsimile or other electronic transmission) from any person who is an authorized representative or authorized person of the Company; or represents that they are such an authorized person or representative.  Any person may utilize the services who has been provided a PIN or Access ID number by the Company or provides a valid PIN or Access ID number (collectively "Authorized Person").  Bank may require further written confirmation of instructions given orally or by facsimile.  Any person authorized to sign on an account is also deemed to be authorized to conduct any transaction related to that account.  Bank may, at its discretion, rely on any written notice containing signatures of an Authorized Person if Bank believes, in good faith, that the signature is genuine.  Each Authorized Person may act alone.  If Bank receives conflicting instructions from Authorized Persons, Bank may
  • Honor one or more of the instructions received,
  • Refuse to honor any of the instructions until Bank receives instructions to which all Authorized Persons agree or
  • Submit to a court all funds which are subject to the conflicting instructions
  1. FEES AND CHARGES - The Company agrees to immediately pay the Bank for the Services in accordance with the Bank's fee schedule, which is included as part of Exhibit "A".  The Bank may modify its fee schedule at any time upon 30 day prior written notice to the Company.  The Company is also responsible for any telephone charges which it may incur by accessing Company accounts utilizing the Services and other applicable fees.
  2. SECURITY PROCEDURES - The authorized person's of the Company agree to abide by the security procedures set forth in this Agreement and the Exhibits attached hereto and any other security procedures established by Bank and provided to the Company from time to time.
  3. ACCEPTANCE OF TERMS AND CONDITIONS - The first time you access any of Company Bank accounts through use of the Services, you agree to be bound by all the terms and conditions of this Agreement and acknowledge your receipt and understanding of this disclosure.
  4. BUSINESS DAY - Unless otherwise defined by this Agreement or in an Exhibit, a Business Day is any day that the Bank is operating and open for business.  Saturdays, Sundays and selected federal holidays shall not be considered Business Days.  You shall contact Bank to inquire if a given Federal Holiday is determined by the Bank to be a Business Day.  All transactions, deposits, instructions and entries received by Bank on a day, which is not a Business Day, will be treated as if received on the next Business Day.  Bank's normal business hours are listed in Exhibit "B".
  5. HOURS OF ACCESSIBILITY - You can usually access Company Bank accounts through the Services seven (7) days a week, 24 hours a day.  However, at certain times, some or all of the Services may not be available due to system maintenance or reasons beyond Bank's control.  Bank specifically does not warrant that the Services will be available at all times.  During these times when services are not available, you may use a Bank branch to conduct your transactions.  A transfer, other than a wire transfer or transfer to an external bank account, initiated through the Services before 6:00 p.m. (Central Time) on a business day is posted to your account the same day.  All transfers completed after 6:00 p.m. (Central Time) on a business day or on a Saturday, Sunday or banking holiday, will be posted on the next business day.
  6. TERMINATION - Either party may terminate this Agreement and Company or employee access to the Services, in whole or in part, at any time by providing the other party written notice.
  7. NO WARRANTIES - Bank makes no representations or warranties to you or any other person, express or implied, in law or in fact, and disclaims any and all implied warranties of fitness for a particular purpose, merchantability or suitability, to you or any other person, of any of the services provided by bank under this agreement or any computer software products or programs provided by bank under this agreement, or as to the stability or compatibility of bank's software, equipment or communication interfaces with those used by you. 
  8. ENTIRE AGREEMENT - This agreement and all amendments, exhibits and attachments embody the entire agreement between you and bank regarding the services covered under this agreement.  It supersedes all proposals and prior agreements and all oral discussions relating to the subjects covered by evidence of prior, contemporaneous or subsequent oral agreements between you and bank.
  9. DISCLOSURE OF INFORMATION TO THIRD PARTIES - You authorize Bank and each of its affiliates to disclose to third parties information you have provided or that we or our affiliates have obtained about your accounts and the transfers you make:
  • To comply with laws, regulations, government agency or court orders or request; or
  • To verify the existence and condition of your account for a third party, such as a credit bureau or merchant; or
  • Where it is necessary for completing transfers or wires; or
  • To provide services relating to your account or to offer other products and services; or
  • If you otherwise give us your written permission.
Miscellaneous Terms and Conditions
  1. SEVERABILITY - If any section, provision or condition of this Agreement is deemed invalid or unenforceable, the provision deemed invalid of unenforceable will, to the extent permitted by applicable law, be deemed reformed so as to be valid and enforceable.  If such reformation is not possible, this Agreement will be read as if that provision were never a part of it, and the remainder of the Agreement will be valid and enforceable.
  2. NO WAIVER - If Bank waives any failure or breach by the Company hereunder, such waiver will not operate to waive any other breach of the same or different provision.
  3. ADDITIONAL INFORMATION - Company agrees to execute any additional documents and to provide any information (including information necessary to remake or reconstruct any deposit, transmission, file or entry) that Bank reasonably requests.
  4. FORCE MAJEURE - No party will be deemed to have breached this Agreement if it fails to perform because of a cause beyond the reasonable direct control of that party, and without fault or negligence of that party.  Examples of causes beyond the reasonable direct control of a party include, without limitation, any failure or interruption of any electronic communication system between you and Bank, equipment or software failure or malfunction, electrical, computer, or mechanical failure or malfunctions, action or inaction of government, civil or military authority, fire, strike, lockout or other labor disputes, flood, hurricane, war, riot, theft, earthquake, natural disaster, default of common carriers or third party vendors, and suspension in payments by another financial institution.
  5. SUCCESSORS AND ASSIGNS - This Agreement is binding upon and is for the benefit of Bank and Company and their respective successors and assigns.  Bank may, at any time, assign this Agreement to any affiliate, subsidiary, parent, any company owned or controlled by any affiliate, subsidiary or parent company or any entity who acquires substantially all of the business of Bank.  Otherwise, Bank and Company may not assign this Agreement to any other person without the express written agreement of the other party.
  6. AMENDMENTS - We reserve the right to change the charges, fees or other terms described in this Agreement.  When changes are made to any fees, charges, or other material terms, we will update this Agreement, and email a notice to you at the address shown on our records.  The notice will be sent at least thirty (30) days in advance of the change.  (If you prefer not to receive notices via email please contact the Bank.
  7. APPLICABLE RULES, LAWS, AND REGULATIONS - This Agreement shall be governed by, and you agree to comply with, the laws and regulations of the State of Minnesota and applicable Federal laws and regulations.  In addition, you agree to be bound by and will comply with the terms of this Agreement, requirements of Company Accounts, the Bank's rules and regulations and the rules and regulations of any funds transfer or wire system to which the Bank belongs.  And dispute between Bank and Company must be brought in the relevant court in Kandiyohi County, Minnesota where Bank is located.
  8. NOTICES - Unless otherwise required by applicable law, in the event we are required to provide a notice or other communication to you in writing, that notice or communication may be sent to you electronically to your e-mail address as reflected in our then current records.
QUESTIONS OR ERROR CORRECTION ON ONLINE BANKING AND BILL PAY TRANSACTIONS
  1. In case of questions or errors about on-line funds transfers or bill payments made through the use of the Services, you should call your local branch.
  2. Write to your local branch as soon as you identify any errors or discrepancies in your statement or transaction record, or if you need more information about a transaction listed on the statement or transaction record.
  3. We must hear from you no later than sixty (60) days after we have sent the first paper or online statement on which the problem or error appeared.  If you notify us orally, we may require that you send us your complaint or question in writing within ten (10) business days.
  4. When you tell us about the problem, please:
  • Tell us your name and account number;
  • Describe the error or the transaction you are unsure about, and explain why you believe it is in error or what additional information you need;
  • Tell us the dollar amount of any suspected error;
  • For a bill payment, tell us the checking account number used to pay the bill, payee name, date the payment was sent, payment amount, reference number, and payee account number for the payment in question.
  1. We will tell you the results of our investigation within ten (10) business days, or twenty (20) business days in the case of point of sale purchases, after we hear from you and we will correct any error promptly.  If we need more time, however, we may take up to forty-five (45) days, or ninety (90) days in the case of point of sale or international transactions, to investigate your complaint or question.  If we decide to do this, we will re-credit your account within ten (10) business days, or twenty (20) business days in the case of point of sale or international transactions, for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.  If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days of this request, we will not re-credit your account.  If we determine there was no error, we will send you a written explanation within three (3) business days after we finish our investigation and debit the amount of the error that we previously credited.  You may request copies of the documents that we used in our investigation.
  2. Unauthorized Transactions in Your Accounts:  Notify us at once if you believe another person has improperly obtained your Online PIN.  Also notify us if someone has transferred or may transfer money from your account without your permission, or if you suspect any fraudulent activity on your account.  To notify us, call or write to your local branch.
  3. If your Online PIN has been compromised and you tell us within two (2) business days after you learn of the loss or theft, you can lose no more than $50 if someone used your Online PIN without your permission to access a Bank deposit account.  If you do NOT tell us within two (2) business days after you learn of the loss or theft, and we could have stopped someone from taking money without your permission had you told us, you could lose as much as $500.
  4. Also, if your statement shows withdrawals, transfers or purchases that you did not make or authorize, please notify us at once.  If you do not notify us within sixty (60) days after the paper or Online statement was sent to you, and we could have stopped someone from taking money if you had told us in time, you may not get back any money you had lost after sixty (60) days.  If extenuating circumstances, such as a long trip or hospital stay kept you from telling us, the time periods in this section will be extended.
  5. NO DUTY TO MONITOR PAYMENTS:  We do not have any duty to monitor the payments that are made through the Bill Pay Service.  If you are a business and an authorized representative of yours uses your account to pay bills which are not yours, you assume the entire risk of loss and indemnify and hold us, our directors, officers, employees and agents harmless from all loss, liability, claims, demands, judgments and expenses arising out of or in any way connected with such use.

Member FDIC

EXHIBIT A
Services/Business Fee Schedule
 
EXHIBIT B
BUSINESS DAYS: Monday, Tuesday, Wednesday, Thursday, and Friday.  Holidays are not included
BUSINESS HOURS by branch location
 
EXHIBIT C
SECURITY PROCEDURES
Company acknowledges and agrees that it has approved such security procedures and that the procedures are commercially reasonable and adequate for the purposes intended.  Bank may rely on the security procedures identified herein to determine whether any instructions are authorized, and the Company will be bound by instructions issued in its name (or in the name of its Authorized Persons) and accepted by Bank in compliance with the security procedures set forth, whether or not Company actually authorized such instructions.  If the security procedures include a PIN or user ID number (collectively, a "password"), Company agrees that it and its Authorized Persons will keep the passwords confidential.  If Company believes or have reason to believe that any security procedure or password has or may have become known by unauthorized persons Company will immediately notify Bank in person or by telephone and agree to confirm that oral notification in writing to the Bank within 24 hours.  Bank shall have no liability for losses caused by unauthorized access to any confidential information and Company will hold Bank harmless from any losses, costs, suits, damages, liabilities and expenses resulting from your failure to keep the password confidential or otherwise adequately manage the use of the password.  Company will be liable for any instructions and other communications initiated before Bank has received such notice and has had reasonable opportunity to act on such notice.  Bank reserves the right to change any or all of the security procedures at any time by giving written notice (which may be made by email or facsimile) to Company.