Internet Banking Service Agreement

BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT WILL APPLY TO AND GOVERN YOUR USE OF THE INTERNET BANKING SERVICE OFFERED BY Valley Business Bank (HEREINAFTER REFERRED TO AS "THE BANK"), AND THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT, AND YOU WILL CREATE A VALID AND BINDING LEGAL CONTRACT BETWEEN YOU AND THE BANK. IF YOU HAVE QUESTIONS ABOUT THIS AGREEMENT, CONTACT OUR CUSTOMER SERVICE CENTER AT 1-877-752-0500, BEFORE ENTERING INTO THIS AGREEMENT.

1. What This Agreement Covers. This Agreement between you and The Bank governs your use of The Bank's Internet Banking Service, defined as any electronic service provided by The Bank that permits you to access financial services or account information through the use of a personal computer. Access will be provided through the Worldwide Web of the Internet. You are responsible for providing your own access to the Internet through the Internet Service Provider of your choice. The terms and conditions of this Agreement are in addition to, and shall supplement the terms, conditions, rules and regulations that apply to any of your existing accounts with The Bank or services of The Bank which you currently use.
2. Internet Banking Service. The Internet Banking Service enables you to review your current account information and to transfer funds between and among your accounts.
3. Internet Banking Service, Transfers and Payments. When you instruct The Bank to transfer funds between or among your accounts with The Bank through the Internet Banking Service, you authorize The Bank to withdraw the necessary funds from the bank account you designate. As with any funds transfer request, whether or not utilizing Internet Banking Service, you agree that you will instruct The Bank to make a withdrawal only when a sufficient balance is or will be available in your designated account at The Bank at the time of withdrawal. The Bank will not be obligated to act on any withdrawal instruction from you if sufficient funds, including overdraft lines of credit, are not available in the account you designate.
4. Cost of the Internet Banking Service. There are currently no additional monthly service charges or transaction fees for the Internet Banking Service with the exception of the optional electronic bill paying services feature. However, you are responsible for all telephone charges you incur in connecting to your Internet Banking Service. You are also responsible for charges by any Internet Service Provider you use. The optional bill payment feature, if selected, will be free for a trial period of two months. After the trial period ends, a fee of $5.95 per month will be charged to your primary checking account monthly. This fee will be in addition to any other service charges applicable to your account. The bill payment fee will be charged monthly thereafter until: (a) you cancel the bill payment service; or, (b) Bank discontinues the bill payment service. Bank reserves the right to increase the cost of the bill payment service by providing you at least thirty days notice of any change. Bill payment service will provide you with unlimited bill payment access. You will be provided a complete copy of the Terms and Conditions for this service when you select the bill payment link on the Bank’s Internet site and follow the instructions for registration. Certain business accounts may not be eligible for bill payment service at this time.
5. Changes in Terms. The Bank may change the Internet Banking Service and the terms, including fees, set forth in this Agreement at any time. You will be notified of any such change as required by applicable law, either by mail or by an electronic message. You understand that, by using the Internet Banking Service after a change becomes effective and after you are notified of the change, you are agreeing to the change.
6. Cancellation. This Agreement will remain in effect until you or The Bank terminates it. You may cancel this Agreement at any time by notifying The Bank by mail to Valley Business Bank, P.O. Box 40, Tipton, CA 93272, Attention: Customer Service Center. The Bank may cancel this Agreement and terminate your use of the Internet Banking Service for any reason, at any time. The Bank may use commercially reasonable measures to notify you in advance of any such termination, but The Bank is not obligated to do so.
7. Security. In order to maintain secure communications and reduce fraud, you agree to protect the security of your passwords, numbers, codes, marks, signs, public keys or other means of identification. The Bank reserves the right to block access to the Internet Banking Service to maintain or restore security to The Bank systems if The Bank reasonably believes your access codes have been or may be obtained or are being used or may be used by an unauthorized person(s). You are liable and responsible for all Internet Banking Service transactions made using your means of identification, whether those transactions are made by you or any person you authorize, permit or enable to have your means of identification (even if the person exceeds your authority), or by any person who obtains through you, by whatever means, your means of identification. If you have given someone your means of identification and wish to terminate their authority, or if you know or believe that your means of identification otherwise is compromised, you must notify The Bank so that The Bank can take the necessary steps to change the means of identification. You agree to defend, hold harmless and indemnify The Bank from and against any and all claims of any nature arising out of any such access by a person you have authorized, permitted or enabled to have access to your account(s) with The Bank via the Internet Banking Service. Note: Three unsuccessful attempts to log-on, using an incorrect password, will revoke your access to the system. Should this happen, you must contact our office to re-establish your access and to have your password reset.
8. Security Related Liability Limitations. Data transferred via the system is encrypted in an effort to provide transmission security to ensure that the information being passed is authentic and has not been altered enroute. Nonetheless, even with The Bank's and your efforts to ensure that the service is secure, you acknowledge that the Internet has inherent security issues and that all data transfers, e-mail included, occur openly on the Internet, and can potentially be monitored and read by others. We cannot, and do not, warrant that all data transfers and e-mail messages transmitted to and from us will not be monitored by others.
9. Limit of The Bank and Other Providers' Responsibility. The Bank agrees to make reasonable efforts to ensure full performance of the Internet Banking Service. The Bank will be responsible for acting only on those instructions sent through the Internet Banking Service that are actually received and cannot assume responsibility for malfunctions in communications facilities not under its control that may affect the accuracy or timeliness of messages you send. The Bank is not responsible for any losses or delays in transmission of instructions arising out of the use of any Internet Service Provider or caused by any browser software. Any information you receive from The Bank can only be provided on a best-efforts basis for your convenience and is not guaranteed. The Bank is not liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any investment or other decision made using this information. The Bank is not responsible for any computer virus or related problems that may be attributable to the Internet Banking Service or to any services provided by any Internet Services Provider. In the absence of negligence on the part of The Bank, none of, either The Bank, its affiliates or any of their respective officers, directors, employees or agents, is responsible for any direct, indirect, special, incidental or consequential damages arising in any way out of the use of the Internet Banking Service.
   
   THE BANK MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING THE INTERNET BANKING SERVICE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS UNLESS, AND THEN ONLY TO THE EXTENT, DISCLAIMING SUCH WARRANTIES IS PROHIBITED BY LAW.
    
10. No Other Use. The Internet Banking Service give you access to services and information from The Bank. These services, and the information provided are the property of The Bank. You may use the Internet Banking Service only for your personal use and may not reproduce, sell or distribute all or any portion of the information provided to you by the Internet Banking Service.
11. Severability. 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.
12. Governing Law. The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State of California. Any issue relating to an account or service with The Bank which you access through the Internet Banking Service shall be governed by the laws specified in the agreement for that account or service if there is a separate agreement for that account or service.
13. Assignment. The Bank may assign its rights and delegate its duties under this Agreement to a company affiliated with The Bank or to any other party. You may not assign any of your rights or duties under this Agreement at any time.
14. Entire Agreement. This Agreement is the entire agreement between you and The Bank regarding your use of the Internet Banking Service, and it supersedes any prior discussions and agreements between you and The Bank regarding the Internet Banking Service, and supersedes any marketing or other similar material pertaining to the Internet Banking Service delivered to you in writing, verbally or obtained at any branch or department of The Bank or the site of any Internet service provider.
15. Interruptions in Service. The Bank may on a regular basis perform maintenance on The Bank's equipment or systems that may result in interruption of the Internet Banking Service. The Bank will not incur any liability to you as a result of any such interruptions.
16. Electronic Banking Disclosure.

(a) Introduction.

This Electronic Banking Disclosure applies to Electronic Funds Transactions (EFT's) and Internet Banking Services involving the accounts of a "consumer" (a natural person). If you are not a consumer, for example, if you are a corporation, a limited liability company, or a partnership, then neither this disclosure nor the terms contained therein apply to you.

Electronic Funds Transactions ("EFTs") cover a growing range of methods for moving funds. The common link between all these methods is that they are all means of moving money between accounts and banks electronically, rather than using the physical movement of checks, drafts, negotiable orders of withdrawal or other similar paper instruments. EFT is currently defined as any transfer of funds that is started through an electronic terminal or magnetic tape for the purpose of ordering, instructing or authorizing us to debit or credit your account. The term includes, but is not limited to, The Bank's Internet Banking Service.

You may also find out information about your account by calling The Bank's 24-hour, automated account information system, which allows you to call our computer system via any touch-tone telephone. Depending on the type of account accessed, you may obtain information about your current and available balance; transaction inquiries including the last ten transactions (which will include paid checks, deposits, ATM transactions, EFT debits, etc.) or a specific transaction either by dollar amount or paid check number; request a fax statement of the previous business day's transactions; transfer between accounts; and learn the interest paid and earned on your account. You may also change your Telebanc PIN number from the prompt. Please use this disclosure in conjunction with the appropriate account Rules and Regulations and Truth in Savings disclosures. Additional fees may apply to EFTs; please refer to our current service fee schedule for further information.

Finally, you may also find out information about your account through the Internet Banking Service.

(b) Definitions.

Account: Any deposit or loan account of yours at The Bank. For transactions conducted using the Internet Banking Service, the term includes your Demand Deposit/Checking, NOW Checking, Statement Savings, Time Certificates of Deposit, Money Market Accounts, Overdraft Protection Accounts, and Loans.

Password: A unique code which is selected and known only to you and must be used each time you log on to The Bank's Internet Banking site together with your user name. The Internet Banking password may contain both alpha as well as numeric characters, be a minimum length of eight characters, to a maximum of ten characters.

Rules: The Bank's Rules and Regulations for its accounts, including those rules about the use of Internet Banking Service and Electronic Funds Transfer Services.

Transaction: Debits or credits on an Account, including withdrawals, deposits, transfers and purchases.

(c) General Information about Internet Banking Service.

The Internet Banking Service enables you to review your current account information and to transfer funds between and among your deposit accounts eligible for account transfer (for example, you could not transfer funds from a time deposit account or make loan advances other than from our Executive Lines of Credit), subject to any applicable statutory or regulatory limitations. The number of transactions you are allowed to do from your savings and money accounts are limited by the account disclosures provided to you that govern those accounts. For example, you can make no more than a total of six (6) preauthorized or automatic (including telephonic fund transfers per month from each of your savings and money market accounts, regardless of whether or not the funds were transferred electronically. No more than three (3) of the six (6) transfers can be by check, draft, debit card, or similar order made by you and payable to third parties. Should you exceed the permitted number of transfers on an account, we may close that account, impose a fee, and/or change the account to a demand deposit account. The use of Internet Banking Service does not affect the applicable minimum balance requirements of, or rates of interest payable on, any Account.

(d) Questions about your Electronic Fund Transfer(s) and/or Error Resolution.

Contact The Bank's Customer Service Center promptly if you have a question or problem with an EFT. Examples of possible problems are: you think your statement is wrong; you need more information about a transaction listed on your statement; or you need more information about a transfer.

We must hear from you no later than sixty (60) days after we sent the FIRST statement on which the problem or error appeared. You need to provide us with the following information:

• Your name, address, daytime telephone number and account number;
• Description of the suspected error or problem with a clear explanation about why you believe it is an error, problem or why you need more information; and
• The dollar amount of the suspected error or problem.

If you notify The Bank orally or in person, we require you to send us the foregoing information in writing within ten (10) calendar days after the oral or in person notification. Failure to provide that information in writing may result in your not receiving provisional credit during the investigation period.

The Bank will inform you of the status of its investigation within ten (10) calendar days following the date you notified The Bank. The Bank will correct any error as promptly as possible; however, it may take up to forty-five (45) calendar days to complete the investigation. If more than ten (10) calendar days is needed to investigate, The Bank will provide you with provisional credit so you may have use of the money.

The Bank will correct any error within one business day after determining that an error occurred. If The Bank decides that there was no error, The Bank will send you a written explanation within three (3) business days after the completion of its investigation. Upon request, The Bank will make the documentation used in its investigation available for your inspection or provide you with copies, for a reasonable fee, to cover duplication costs.

The Bank's record of your Account will be binding if there is a difference between The Bank's record and your assertion.

Write to us at: Valley Business Bank, P.O. Box 40, Tipton, CA 93272, ATTN: Customer Service Center. Call us at 1-877-752-0500.

Refer to our Web Site for specific branch locations, local telephone numbers, and hours of operation.

(e) Stop Payments.

If you have arranged for pre-authorized transfers or issued a check to a third-party from your Account, you can stop any of these payments by contacting us in time for The Bank to receive your request three (3) business days or more before the pre-authorized transfer payment is scheduled to be made, or before the check is paid by The Bank. We will accept your verbal request, but must receive written confirmation within fourteen days from the date requested. A stop payment order remains in effect until the earliest of the following occurs: (1) a lapse of six (6) months from the date of the stop payment order; (2) payment of the debit entry has been stopped; or (3) you withdraw the stop payment order. We will charge you a fee for each stop payment order requested. Please refer to our Service Fee schedule for current fees.

(f) Your Liability for Unauthorized Transfers and Advisability of Prompt Reporting.

Inform The Bank AT ONCE if you believe there is any, or the potential for any, fraud regarding your Account. Telephoning is the best way to keep possible losses down. Contact The Bank immediately if you believe that:

• Your means of identification (as further described in Section 7) is lost or stolen.
• Your Password is known to someone other than yourself;
• You believe someone has transferred or may transfer money from your Account without your permission;
• Your statement shows transfers that you did not make.

Your liability will not exceed $50.00 for any unauthorized transaction. You will have no liability unless the unauthorized transaction occurs before you notify The Bank that an unauthorized fund transfer has occurred or may occur as a result of loss, theft or otherwise.

(g) The Bank's Liability for Failure to Make Transfers.

If The Bank does not complete an electronic funds transfer to or from your Account on time or in the correct amount, according to this Agreement with you, The Bank will be liable for proven losses or damages. However, there are some exceptions. The Bank will NOT be liable, for instance:

• If, through no fault of The Bank, you do not have enough money in your Account to make the transfer;
• If the funds in your Account are subject to legal process or other encumbrance restricting such EFT;
• If the transfer would go over your credit limit;
• If The Bank's internal computer system was not working properly and you knew about the breakdown when you started the transfer, or, in the case of a pre-authorized transfer, at the time such transfer would have occurred;
• If the system failure was not intentional and resulted from a bona fide error, notwithstanding the maintenance of procedures reasonably adapted to avoid any such error;
• If circumstances beyond The Bank's control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken; or
• If the delay causes you no losses or damages which you can prove in court.

The Bank will be liable if you request us in writing to stop payment to a particular EFT at least three (3) business days before the scheduled debit and we do not stop payment, or if our failure to transfer out was due to our failure to credit a deposit which would have provided sufficient funds for the transfer out.

(h) Disclosure of Account Information to Third Parties.
 
The Bank will only disclose information to third parties about your Account or the transfers you make:

• When it is necessary for completing the transaction;
• In order to verify the existence and condition of your Account for a third party, such as a credit bureau or consumer reporting agency;
• In order to comply with a government agency, court orders, lawful subpoena or to a person authorized by law to our records in the course of such person's official duties;
• To any attorney or collection agent of The Bank, and/or to an account verification service, such as ChexSystems, Inc. which may include a report regarding the closing of your account due to unsatisfactory handling, fraud or attempted fraud, or criminal activity;
• To an employee or other auditor of The Bank solely for the purpose of an official audit or accounting or to any other person for the purpose of servicing the Account relationship, including preparation of the periodic statement of Account, but only to the extent actually necessary;
• To The Bank employees for the purpose of pursuing or disposing of a dispute or claim involving an Account;
• If you give The Bank written permission.

(i) Termination.

You may terminate any agreement authorizing transfers to or from your Account by written notice to both the person or company initiating the transfer and The Bank. Only transfers scheduled to occur after The Bank receives your notification are affected. Your written notice must be received with enough time so that both The Bank and the other person or company have a reasonable opportunity to act on your request.

(j) Charges for Transfers or Right to Make Transfers.

As indicated in Section 4, there are currently no monthly service charges or transaction fees for the Internet Banking Service. There are other fees associated with your Account or Accounts, such as stop payment fees, insufficient funds fees, uncollected funds fees and ATM transactions fees (for ATM machines not owned and operated by The Bank); please refer to our current Service Fee Schedule.

(k) Prohibition of Compulsory Use.

No person may:

• Require you to use a pre-authorized electronic funds transfer as a condition for the extension of credit;
• Require you either to accept a transfer service or to establish an account which is accessed electronically as conditions of employment or receipt of governmental benefit; or
• Require you to pay electronically for the purchase of goods or services.

(l) Waiver of Rights.

No letter or agreement signed by you can negate the rights conferred to you by California Law, unless you decide to waive these rights in settlement of a dispute or action.

(m) Prohibited Means of Identification.

Your Social Security Number cannot be used as a primary identification number, although it can be used as a secondary means of identification.

(n) Right to Change the Terms of this Disclosure and/or Agreement.

We may amend this Disclosure and/or Agreement at any time. If we change any term(s) or condition(s) that would result in a greater cost or liability to you or decrease access to your account, we will notify you at least thirty (30) days in advance. We will mail a written notice covering the substance of the amendments to your address on record. The amendment will be in effect for transactions after its effective date, unless you notify us in writing before that date that you will not use the Internet Banking Service. Otherwise, you will agree to the amendment.

We may implement a change in the terms or conditions of an account without prior notice if it is necessary to maintain or restore the security of an EFT system or a consumer's account.

(o) Governing Law.

The above provisions will be construed in accordance with the laws of the State of California. In the event of any conflict between these provisions and any applicable federal law or regulations, these provisions shall be deemed modified only to the extent required to comply. To the extent permitted by applicable law, you agree that any legal action regarding this Agreement shall be brought in the county in which The Bank is located.