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Online Banking Disclosure

Please read the following disclosure prior to clicking the link below to complete the online banking enrollment form.

 

Online Banking Agreement

General Terms

This Online Banking Agreement and Disclosure Statement explains the terms and conditions governing the use of Northwoods Bank of Minnesota’s Online Banking services (herein referred to as “Northwoods Online”).

This Agreement is in addition to other agreements between you and Northwoods Bank of Minnesota, including the applicable deposit account disclosure agreement(s) and terms and conditions, and our rules and regulations as well as your loan agreements with Northwoods Bank of Minnesota. You should review the disclosures provided to you when you opened your account(s) with Northwoods Bank of Minnesota.

All electronic communications that meet these requirements will be deemed to be valid and authentic and you intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of tampering or altered data.   You may request a paper copy of any of our agreements be sent to you via standard mail by writing or calling us. Our contact information is provided in this agreement.

Definitions

As used in this agreement, the following words have the meanings given below.

Business Days/Hours: The term “Business Day” shall mean every day excluding Saturdays, Sundays and federal holidays. Our business hours can be found on our website at www.northwoodsbank.com or by calling (800) 450-2265.    

“Client”, “You” or “your” is used to refer to each person who applies or is authorized by you to use the Services through Northwoods Online.

“Electronic Funds Transfers” means ATM withdrawals, preauthorized transactions, point of sale transactions, and transfers to and from your account with us using Northwoods Online.

“Eligible Accounts” - Each Northwoods Bank of Minnesota product that you have with us is called an Eligible Account and includes checking accounts, savings accounts, certificates of deposit, retirement accounts, and loans, including lines of credit. You will be able to view and access any accounts for which you are a co-owner or authorized signer. Certain accounts with restricted access will not be allowable as Eligible Accounts. Some Eligible Accounts will be accessible as view only. Accounts that require more than one signature are not an Eligible Account on Northwoods Online. Please note, under certain circumstances, additional logins may be required in order to access all of your accounts. If you would like an account removed from your Eligible Accounts, please contact us at (218) 732-7221 or (800) 450-2265.

“Imaging Services” – can be defined as the ability to view checks that have been posted as well as any other paper items that are posted to the account, including deposit tickets, checks, and withdrawal tickets.  

“Online Banking” means our Northwoods Online services that you access over the Internet by use of a personal computer and modem and/or other means we authorize or allow.

“We,” “us,” and “our” are used to refer to Northwoods Bank of Minnesota, the depository institution that holds one or more accounts accessed by the Service through Northwoods Online.

Access to Northwoods Online

Northwoods Bank of Minnesota clients can register online; you must complete all required information fields on the enrollment form. You can find the enrollment link at www.northwoodsbank.com. By completing the online enrollment form, you authorize us to treat your enrollment form as if it had been in writing and signed by you. If you are enrolling on behalf of a business, by selecting the accept button you certify that you are authorized to enter into this agreement. As part of the enrollment process, clients are allowed to define their Access ID and password giving them instant access.

Security and Use of Your Password

We are committed to protecting the security and confidentiality of our client’s account information. We take measures to protect the confidentiality and security of your account. We use several different methods to ensure this security and to protect your account information:

• You can only access Northwoods Online with certain browsers that have a high security standard. Acceptable browsers include Internet Explorer 7 or greater, Apple Safari 4 or greater, Google Chrome, Mozilla Firefox, or Opera, with 128-bit encryption that we may change from time to time.

• You must have a valid User Code and Password to sign in.

• Your Password is not displayed on the login screen.

• If no action is taken for fifteen (15) minutes, you will automatically be logged off of Northwoods Online.

• Your account will be locked out after five (5) invalid sign-on attempts. If this occurs, you may either contact us or try later when the lockout period expires. If you have forgotten your password, you may select the Forgot Password link and enter your information to receive an email with a temporary password. Our contact information is provided in this agreement.

You agree to keep your Northwoods Online Password confidential to prevent unauthorized access and use of your accounts. The Password will not be communicated to us. Please note you will be required to change your Password periodically for security purposes. We also recommend that you memorize your Password. If you choose to write it down, store it in a secure place. You agree to assume responsibility for all transactions initiated through Northwoods Online with your User Code and Password. We have no responsibility for establishing the identity of any person or determining the validity of any transaction received using your User Code and Password. You also agree never to leave your account information displayed in an area accessible to others and to never leave your PC unattended while using Northwoods Online.  

If you suspect your Password is lost or in the hands of an unauthorized user, tell us at once. If we reasonably believe your Password has been or may be obtained or is being used or may be used by an unauthorized person(s), we reserve the right to block your access to Northwoods Online services to maintain or restore security to our website and systems.

In addition to your Password, we use additional authentication methods to verify your identity when accessing Northwoods Online. You will be prompted to view and set some of these authentication methods upon signing in for the first time. We reserve the right to change and enhance our authentication methods, as necessary, to protect your identity and comply with regulatory requirements.  

Description of Services

Consumer Users:

Northwoods Bank of Minnesota offers the following services on Northwoods Online to our customers at no cost. Basic services include:

Ø Account balances

Ø Account history

Ø Transfers

Ø Loan transactions

Ø Credit line advances

Ø Export options in a variety of formats

Ø Imaging Services

Ø eStatements

Business Users:

Each authorized signer on a business account may enroll in Northwoods Online. Each authorized signer on a business account will be required to use their own social security number to enroll.    

Northwoods Bank of Minnesota offers the following services on Northwoods Online to our customers:

Ø Account balances

Ø Account history

Ø Transfers

Ø Loan transactions

Ø Credit line advances

Ø Export options in a variety of formats

Ø Imaging Services

Ø eStatements

Funds Transfers between Qualifying Eligible Accounts

Upon completing a transfer, you will be provided a confirmation number. Please write down this number when you receive it. It helps us resolve any questions you may have concerning your transactions.

Duplicate Transactions: It will be your responsibility to detect duplicate transactions.

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.

You agree that you will instruct us to make a transfer only when a sufficient balance is or will be available in the designated account at the time of the transfer. You understand that we will not act on any transfer instructions from you if sufficient funds are not available in the account that you designated.

Your ability to make transfers from your savings accounts and money market accounts is restricted by Federal Law including Federal Reserve Board Regulation D, as amended. For each of your savings accounts, you are prohibited from making more than six (6) pre-authorized transfers or withdrawals or a combination of such transfers or withdrawals per calendar month. For your money market account, you are prohibited from making more than six (6) pre-authorized transfers, checks, withdrawals or a combination of such transfers, checks or withdrawals per calendar month. Pre-authorized transfers include transfers made through Northwoods Online.

Due to restrictions in our online service, you may not be allowed to transfer between Eligible Accounts.

Hours of Operation

Northwoods Online is generally available 24 hours a day, 7 days a week. However, we only process transactions and update our information on business days. Our business days are Monday through Friday, excluding federal holidays.

A transfer between accounts initiated through Northwoods Online before 3:00 p.m. Central Time on a business day will be posted to your accounts on the same day. A transfer between accounts initiated through Northwoods Online after 3:00 p.m. Central Time on a business day will be posted to your accounts on the next business day. Transfers initiated on a Saturday, Sunday, or a federal holiday will be posted on the next business day.

Communications between Northwoods Bank of Minnesota and You

E-mail: You can e-mail us at This email address is being protected from spambots. You need JavaScript enabled to view it.. Please note that any message sent using this feature is transmitted via normal e-mail and is not encrypted. So, please do not include any confidential information, such as account numbers or details, tax ID numbers, or any other information you want kept confidential. We will not respond to account information related questions sent via Internet e-mail. You agree that we may take a reasonable time to act on any e-mail within the timeframes noted in state and federal regulations.

Telephone: You can contact us by telephone at (218) 732-7221or (800) 450-2265.

Facsimile: You can contact us by fax at (218) 732-8450.

Standard Mail: You can write us at: Northwoods Bank of Minnesota, P.O. Box 112, 1200 East First St, Park Rapids, MN 56470.

In Person: You may visit us in person at any one of our locations. Please visit our website for location information (www.northwoodsbank.com).

Correspondence that requires immediate handling, for example, the need to report an unauthorized transaction from one of your accounts or the need to report a lost or stolen Password, should be made by calling Northwoods Bank of Minnesota Customer Service.

Unauthorized Transfers

The provisions in this section apply only to electronic fund transfers that debit or credit a consumer’s checking or savings accounts and are subject to the Federal Reserve Board’s Regulation E and Regulation D, as amended.

(a) Consumer liability (please note: this does not apply to business accounts)

Generally. Tell us AT ONCE if you believe your card and/or code has been lost or stolen or if you believe that an electronic funds transfer has been made without your permission using information from your check. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within two (2) business days after you learn of the loss or theft of your card and/or code, you can lose no more than $50 if someone used your card and/or code without your permission.

If you do NOT tell us within two (2) business days after you learn of the loss or theft of your card and/or code, and we can prove we could have stopped someone from using your card and/or code without your permission if you had told us, you could lose as much as $500.

Also, if your statement shows transfers that you did not make including those made by card, code, or other means, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time.

If a good reason (such as a long trip or a hospital stay) kept you from telling us, at our discretion, we may extend the time periods.

Additional Limit on Liability for Visa® Card. Unless you have been grossly negligent or have engaged in fraud, you will not be liable for any unauthorized transactions using your lost or stolen Visa® Check Card. This additional limit on liability does not apply to ATM transactions or to transactions using your Personal Identification Number which are not processed by VISA®.

(b) Contact in event of unauthorized transfer. If you believe your card and/or code has been lost or stolen or that someone has transferred or may transfer money from your account without your permission, call or write us at the telephone number or address listed in this agreement.

Our Liability for Failure to Make a Transfer

We will complete transfers to or from your account on time according to your properly entered and transmitted instructions. If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses and damages. There are certain instances in which we will not be liable. We will not be liable, for instance:

• If, through no fault of ours, you do not have enough money in your account to make the transfer.

• If you have an overdraft line and the transfer would go over the credit limit.

• If your system or equipment or ours was not working properly and you knew about the breakdown when you started the transfer.

• If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken.

• If you have supplied us with inaccurate information regarding the transfer.

• If we have a hold on your account or if a legal order directs us to prohibit withdrawals from the account.

• If your account is closed, or if it has been frozen.

• If you, or anyone authorized by you, commits any fraud or violates any law or regulation.

• If we have a reasonable basis for believing that unauthorized use of your Password has occurred or may be occurring, if you are in default under this agreement with us, if we or you terminate the agreement, or if we have suspended your use of Northwoods Online.

• There may be other exceptions stated in this Agreement or other agreements with you.

Errors and Questions

In case of errors or questions about your electronic transfers, call or write us at the telephone number or address listed in this agreement, as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

• Tell us your name and account number (if any).

• Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

• Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days.

We will determine whether an error occurred within ten (10) business days (five (5) business days for point-of-sale transactions processed by Visa® and 20 business days if the transfer involved a new account) after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days (90 days if the transfer involved a new account, a point-of-sale transaction, or a foreign-initiated transfer) to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) business days (five (5) business days if the transfer involved a point-of-sale transaction processed by Visa® and 20 business days if the transfer involved a new account) 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, we may not credit your account. Your account is considered a new account for the first 30 days after the first deposit is made, unless each of you already has an established account with us before the account is opened.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

Please note that the protections provided in the “Errors and Questions” section of this Agreement may not apply to business accounts. Please contact us for further information regarding any errors or questions on a business account.  

Limit of Our Liability

We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, in connection with the Northwoods Online services provided to you under this Agreement. We do not and cannot warrant that Northwoods Online will operate without errors, or that all Services will be available and operational at all times. We are not responsible for any direct, indirect, special, incidental or consequential damages arising in any way out of your use of Northwoods Online provided under this Agreement.

Security Procedures

By accessing Northwoods Online, you hereby acknowledge that you will be entering a protected website owned by Northwoods Bank of Minnesota, which may be used only for authorized purposes. Northwoods Bank of Minnesota may monitor and audit usage of the system and all persons are hereby notified that use of the services constitutes consent to such monitoring and auditing. Unauthorized attempts to upload information and/or change information on these websites are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986.

Change in Terms and Amendments

We may change any term of this Agreement at any time. If the change would result in increased fees for any Online Banking services, increased liability for you, or stricter limitations on the frequency or dollar amount of transfers, we agree to give you notice at least 30 days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or electronic funds transfer system. We will post any required notice of the change in terms on our website or forward it to you by e-mail or postal mail. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or our electronic fund transfer system, we will notify you of the change in terms within 30 days after the change becomes effective. Your continued use of any or all of the subject Online Banking services indicates your acceptance of the change in terms.

Termination

This agreement continues in full force and effect until terminated. You may terminate this Agreement and your use of Northwoods Online services at any time by calling Customer Service at (218) 732-7221 or (800) 450-2265 or by sending a written termination notice to Northwoods Bank of Minnesota, P.O. Box 112, 1200 East First St, Park Rapids, MN 56470. You authorize us to complete fund transfers until we have had a reasonable opportunity to act upon your termination notice.

You agree that we may terminate this Agreement and your use of Northwoods Online services at any time without cause or prior notice. We reserve the right to temporarily suspend Northwoods Online services in situations deemed appropriate by us, in our sole and absolute discretion, including when we believe a breach of system security has occurred or is being attempted. We may consider repeated incorrect attempts to enter your Password as an indication of attempted security breach.

If your Northwoods Online account has been inactive for a consecutive 180 day period we may terminate your services. After termination, you may again enroll as long as you have an Eligible Account(s) at Northwoods Bank of Minnesota.

Entire Agreement

This Agreement, as it may be amended from time to time, contains the entire understanding between you and Northwoods Bank of Minnesota concerning Northwoods Online. If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect.

Governing Law

This Agreement and Online Banking services are governed by the laws of the State of Minnesota and applicable federal law, without regard to any different state laws that may govern your Eligible Accounts.

Indemnification

You, in consideration of being allowed access to Northwoods Online, agree to indemnify and hold us harmless for any losses or damages resulting from the use of the service, to the extent allowed by applicable law.

By using Northwoods Online, you agree to abide by the terms and conditions of this Agreement and acknowledge your receipt and understanding of the disclosures contained in this Agreement.

Acknowledgement

By enrolling and using Northwoods Online, you acknowledge receipt of this Agreement and the information following that is pertinent to the services you have requested be provided by Northwoods Bank of Minnesota. You also represent that you have read and examined this entire Online Banking Agreement, that you understand the information provided regarding those services and agree that all listed fees, terms and conditions are approved by you.

 

Northwoods Bank of Minnesota

1200 East First St

P.O. Box 112

Park Rapids, MN 56470

Member FDIC

 

Bill Payment Agreement

This Bill Payment Agreement (herein referred to as “Agreement”) explains the terms and conditions governing the use of Northwoods Bank of Minnesota’s Bill Payment service (herein referred to as “Bill Payment”). You may use Northwoods Bank of Minnesota’s Bill Payment service to direct Northwoods Bank of Minnesota to make payments from your designated account(s) to the Payees you choose in accordance with this Agreement.

The terms and conditions of this Agreement are in addition to other agreements between you and Northwoods Bank of Minnesota, including the applicable deposit account disclosure agreement(s), terms and conditions, and our rules and regulations as well as your loan agreements with Northwoods Bank of Minnesota. You should review the disclosures provided to you when you opened your account(s) with Northwoods Bank of Minnesota.

All electronic communications will be deemed to be valid and authentic and you intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of tampering or altered data.   You may request a paper copy of any of our agreements be sent to you via standard mail by writing or calling us at:

PO Box 112

1200 E 1st Street

Park Rapids MN 56470

1-800-450-2265 Toll Free

218-732-7221 Local

Definitions

As used in this Agreement, the following words have the meanings given below.

“Business Day” shall mean every day excluding Saturdays, Sundays and federal holidays.  

"Payee" means anyone, including Northwoods Bank of Minnesota, you designate and Northwoods Bank of Minnesota accepts as a recipient of a bill payment.

“Process Date” is the date you select the funds for a bill payment to be withdrawn from your account and the payment to be processed.  

“We,” “us,” and “our” are used to refer to Northwoods Bank of Minnesota, the depository institution that holds one or more accounts accessed by the Bill Payment service.

"You" or "your" means each person who is authorized to use the Bill Payment service.

How to Set up Payees/Payments

To begin using the service, complete Bill Payment enrollment through Online Banking. If you want to add a new payee, use the “Add a Payee” option under the “Payments” tab on the Bill Payment website or speak to a service representative. You may add a new payment to a Payee only if the Payee is on your authorized list of payees, and by accessing the service and entering the appropriate information. Most other additions, deletions, or changes can be made in writing or by using the Bill Payment service. We reserve the right to refuse the designation of a Payee for any reason. Each Payee accepted by us will be assigned a payee code. You may pay any payee you wish in the United States. We are not responsible if a bill payment cannot be made due to incomplete, incorrect, or outdated information provided by you regarding a Payee or if you attempt to pay a Payee that is not on your Authorized Payee list.

The Bill Payment Process

Single Payments

A single payment will be processed on the Business Day that you designate as the payment’s Process Date, provided the payment is submitted prior to the daily cut-off time on that date. The daily cut-off time for bill payments is currently 3:00 pm Central time. A single payment submitted after the cut-off time on the designated Process Date will be processed on the following Business Day. If you designate a non-Business Day (generally weekends and certain holidays) as the payment’s Process Date, the payment will be processed on the first Business Day following the designated Process Date.

Recurring Payments

When a recurring payment is processed, it is automatically rescheduled by the system. Based upon your selected frequency settings for the payment, a Process Date is calculated for the next occurrence of the payment. If the calculated Process Date is a non-Business Day (generally weekends and certain holidays), it is adjusted based upon the following rules:

If the recurring payment’s “Pay Before” option is selected, the Process Date for the new occurrence of the payment is adjusted to the first Business Day prior to the calculated Process Date. If the recurring payment’s “Pay After” option is selected (or if the “Pay Before” option is not available), the Process Date for the new occurrence of the payment is adjusted to the first business date after the calculated Process Date. Note: If your frequency settings for the recurring payment specify the 29th, 30th, or 31st as a particular day of the month for processing and that day does not exist in the month of the calculated Process Date, then the last calendar day of that month is used as the calculated Process Date.

For Single and Recurring Payments, YOU MUST ALLOW AT LEAST SEVEN (7) BUSINESS DAYS, PRIOR TO THE DUE DATE, for each bill payment to reach the Payee. Any bill payment can be changed or canceled, provided you access the Bill Pay Service prior to the cut-off time on the Business Day PRIOR to the Business Day the bill payment is going to be initiated. You agree to have available and collected funds on deposit in the account you designate in amounts sufficient to pay for all bill payments requested, as well as, any other payment obligations you have to us. We reserve the right, without liability, to reject or reverse a bill payment if you fail to comply with this requirement or any other terms of this Agreement. If you do not have sufficient funds in the Account and we have not exercised our right to reverse or reject a bill payment, you agree to pay for such payment obligations on demand. You further agree that we, at our option, may charge any of your accounts with us to cover such payment obligations.

We reserve the right to change the cut-off time. You will receive notice if we make a change to the cut-off time.  

Payment Methods

We reserve the right to select the method in which we remit your bill payment to the Payee. Bill payments may be processed by check or by Electronic Fund Transfer (EFT). Please see the Electronic Fund Transfers Disclosure Statement you received when you opened your account, if applicable, which discloses important information concerning your rights and obligations.

Fees

Northwoods Bank of Minnesota’s Bill Payment service will be available to qualifying Online Banking customers. Total Account customer will receive no charge for their first 5 bill payments.   . After the first 5, Total Account customers will be charged $0.50 per bill payment. There may be additional charges for supplemental, requested services as described below.  

All other accounts will receive the first three months free, after that a monthly fee of $2.95 will be assessed. This will allow you to make 5 bill payments within that billing cycle. If you exceed 5 bill payments within that billing cycle, a $0.50 per item fee will apply for each subsequent payment. The billing cycle begins on the 1st of each month and ends on the last day of each month. Your monthly service charge will be applied to your account on the 1st of each month. If the 1st falls on a weekend or federal holiday your service charge will be applied the next business day.

Additional Charges for customer requested Bill Payment Services. These charges will only be assessed if you request one or more of the services listed here. There will be NO Charge for any item needed to correct a Northwoods Bank of Minnesota error.

•           ACH Return Fee, Per Item                                              $10.00

•           Express Mail Notification, Per Item                                 $15.00

•           Payment Cancellation Before Disbursement                    $7.50  

•           Recipient Payment Notification, Per Letter                      $10.00

•           Payments Returned Due to Customer Error                     $5.00  

•           Standard Proof of Payment                                           $10.00

•           Overnight Fee                                                                $14.95

•           2nd Day Delivery Fee                                                      $9.95

•           Gift Check Fee                                                                $2.99

•           Charitable Donation Fee                                                 $1.99

We reserve the right to charge you for research time involving payments no longer available in your screen history. You will be informed of any such charges before they are incurred.

Liability

You are solely responsible for controlling the safekeeping of, and access to, your Online Banking Password, which is used to access the Bill Payment service. Please refer to the Security and Use of Your Password section of the Online Banking Agreement for further details. You are liable for all transactions you make or that you authorize another person to make even if that person exceeds his or her authority. If you want to terminate another person's authority, you must notify us immediately. You will be responsible for any bill payment request you make that contains an error or is a duplicate of another bill payment. We are not responsible for a bill payment that is not made if you did not properly follow the instructions for making a bill payment. We are not liable for any failure to make a bill payment if you fail to promptly notify us after you learn that you have not received credit from a Payee for a bill payment. We are not responsible for your acts or omissions or those of any other person, including, without limitation, any transmission or communications facility, and no such party shall be deemed to be our agent. In any event, we will not be liable for any special, consequential, incidental, or punitive losses, damages, or expenses in connection with this Agreement or the service, even if we have knowledge of the possibility of them. We are not liable for any act, failure to act or delay in acting if it is caused, in whole or in part, by any cause beyond our reasonable control.

Change in Terms and Amendments

We may change any term of this Agreement at any time. If the change would result in increased fees for any Bill Payment services, increased liability for you, or stricter limitations on the frequency or dollar amount of transfers, we agree to give you notice at least 30 days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or electronic funds transfer system. We will post any required notice of the change in terms on our website or forward it to you by e-mail or postal mail. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or our electronic fund transfer system, we will notify you of the change in terms within 30 days after the change becomes effective. Your continued use of any or all of the subject Bill Payment services indicates your acceptance of the change in terms.

Termination

This agreement continues in full force and effect until terminated. You may terminate this Agreement and your use of our Bill Payment services at any time by calling Customer Service at (218) 732-7221 or (800) 450-2265 or by sending a written termination notice to Northwoods Bank of Minnesota, P.O. Box 112, 1200 East First Street, Park Rapids MN 56470. You authorize us to complete any bill payments made before we have had a reasonable opportunity to act upon your termination notice. You remain obligated for any payments made by us on your behalf.

You agree that we may terminate this Agreement and your use of Bill Payment services at any time without cause or prior notice. We reserve the right to temporarily suspend the Bill Payment service in situations deemed appropriate by us, in our sole and absolute discretion, including when we believe a breach of system security has occurred or is being attempted. We may consider repeated incorrect attempts to enter your Password as an indication of attempted security breach.

 

Mobile Banking Agreement

 I.   INTRODUCTION - PARTIES AND DEFINITIONS

This Mobile Banking Agreement (as amended from time to time, this "Agreement"), governs the Mobile Banking service provided by Northwoods Bank of Minnesota and your use of that service. This Agreement also includes certain licensing rights and restrictions, including an end user agreement between you and our primary software licensor.

The terms "we", "us" and "our" refer to Northwoods Bank of Minnesota. The terms "you" and "your" refer to the customer of Northwoods Bank of Minnesota who is entering into this Agreement. The term "Mobile Banking" means a suite of services that we make available, enabling you to conduct banking transactions with us by using your Mobile Device. "Mobile Device" means a cellular telephone or similar wireless communications device (1) that is installed with software permitted by us ("Mobile Banking Software") that you have downloaded in order to conduct Mobile Banking transactions, or (2) that is capable of conducting Mobile Banking transactions by using other protocols we may choose to permit.   We reserve the right to change the Mobile Banking Software and other protocols that we allow for Mobile Banking at any time without prior notice.  

II.   MOBILE BANKING IS PART OF YOUR PRIMARY ONLINE BANKING SERVICE

Presently, Mobile Banking is available only to individuals who are already enrolled in our Online Banking service.  

The term "Primary Online Banking" means the Northwoods Online service through which you enroll in Mobile Banking. "Primary Online Banking Agreement" means Northwoods Bank of Minnesota’s Online Banking Agreement, as amended from time to time, that you accepted when enrolling in your Primary Online Banking service. Your "Primary Online Banking Agreement" also includes related agreements that you have with us in connection with your Primary Online Banking (e.g., Bill Payment Agreement and the Mobile Remote Deposit Capture Agreement)

This Mobile Banking Agreement is an Addendum to and includes the terms of your Primary Online Banking Agreement. Capitalized terms that are not defined in this Agreement are defined in your Primary Online Banking Agreement. The same credentials (User Code and Password) that are in place for your Primary Online Banking service shall also apply to Mobile Banking.

III.   ACCEPTING THIS AGREEMENT

Before using Mobile Banking, you must both (a) consent to receive notices and disclosures electronically, and (b) read and accept this Agreement. You must evidence that consent and acceptance by selecting the button declaring your acceptance as part of your enrollment in Mobile Banking. In addition, you agree you are deemed to automatically renew that consent and acceptance each time you log in as a user of Northwoods Bank of Minnesota Mobile Banking and use Mobile Banking to conduct any transaction. The current version of this Agreement can always be viewed online through your Primary Online Banking service.  

IV.   TERMS AND CONDITIONS

1. CONSENT TO RECEIVE DISCLOSURES AND NOTICES ELECTRONICALLY

By accepting this Agreement, you consent to receiving notices and disclosures concerning Mobile Banking electronically, including by mobile phone (e.g. SMS or other text message) or e-mail (each of the foregoing being an "electronic address"). You must enter your electronic address for such disclosures and notices when first enrolling in Mobile Banking. You are solely responsible for immediately updating your electronic address if it changes. All disclosures and notices by us shall be deemed given and received by you immediately upon being sent to the electronic address you have most recently updated. Many disclosures and notices may also or instead appear in one or more of your bank account statements. Unless specifically required by law, we are not obligated to provide any disclosure or notice to you by regular mail or by any means other than electronic transmission. You may, without charge, withdraw your consent to receiving notices and communications electronically by calling us at (218) 732-7221, but in that event we can terminate your Mobile Banking service.   Please refer to your Online Banking Agreement for more contact options.

Receiving electronic disclosures and notices on your Mobile Device requires that your Mobile Device be an Internet-enabled Mobile Device that support 256-bit encryption. In order to keep notices and disclosures sent to you electronically, you must have the ability to save them to your Mobile Device or computer, or to print them. You may also request a paper copy of an electronic notice or disclosure at no additional charge by calling us at (218) 732-7221.

2. MOBILE BANKING SERVICE AGREEMENT

A. Mobile Banking Functions

To access Mobile Banking service and functions, your Mobile Device must be Internet enabled and connected to the Internet through your mobile communications service provider.   You must be enrolled in both our Northwoods Online service and our Mobile Banking service. You must enroll the particular Mobile Device(s) that you wish to use with Mobile Banking. You must also un-register any Mobile Device(s) that you may no longer wish to be capable of using with Mobile Banking.

When you access Mobile Banking with your Mobile Device, you will see a menu of available Mobile Banking functions (e.g., view balances; view or search for transactions; locate branches; execute specific types of internal or external funds transfers; etc.). From time to time we will add, and may modify or delete particular Mobile Banking functions or geographic areas served by Mobile Banking. We may make such changes in functions or geographic service with or without prior notice. We reserve the right to refuse to make any transaction that you may request through Mobile Banking.

Not all functions that are described in your Primary Online Banking Agreement or available at your Primary Online Banking service website are available with Mobile Banking. All terms and conditions in your Primary Online Banking Agreement or on your Primary Online Banking service's website that limit or govern your use of Primary Online Banking functions will also limit and govern your use of those functions through Mobile Banking.

B. Mobile Banking Service Availability

We will use reasonable efforts to make Mobile Banking service available for your use on a continuous basis. We do not guarantee functionality of Mobile Banking services (or any Mobile Banking Software) on all Mobile Devices, on all communications networks, in all geographic regions, or at all times. Mobile Banking service may be temporarily unavailable for regular or emergency system maintenance. We will endeavor to have our scheduled maintenance occur during non-peak hours, but we may conduct maintenance at any time. In addition, your accessibility to the Mobile Banking service may be interrupted because of conditions beyond our control, including outages in Internet availability. We will use commercially reasonable efforts to re-establish Mobile Banking service in those instances, but we do not promise the Mobile Banking service will always be available for your use. We may elect to discontinue Mobile Banking (or any of the services that we provide, from time to time, through Mobile Banking) at any time. If we choose to discontinue Mobile Banking, we will provide you with reasonable notice. In the case of a disaster, your Mobile Banking may be suspended in order to allow emergency and responding personnel to use the cellular networks. In no event, regardless of cause, shall we be liable to you for unavailability of Mobile Banking services, or your inability to access Mobile Banking or to execute Mobile Banking functions.

C. Fees Charged by Northwoods Bank of Minnesota

Currently, we charge no fees to enroll in or use Mobile Banking. However, we may assess fees (a) set forth in the other agreements, disclosures or fee schedules for particular banking products or accounts (such as overdraft or funds transfer fees), or (b) for products and services that you may purchase through Mobile Banking.

We reserve the right to institute or change fees for Mobile Banking after sending you prior notice. See the section entitled "Amending this Agreement or Fees."  

D. Mobile Device and Mobile Communications  

You are responsible for providing your own Mobile Device that supports 256-bit encryption. Mobile Banking users must download, install and use certain software systems and programs developed by us, our licensors or other third-parties. We are not responsible for any damage to your Mobile Device resulting from those activities, and you will be engaging in those activities at your own risk. To download Mobile Banking Software, please follow the instructions found in the Mobile Banking section of our website, www.northwoodsbank.com. Depending on its make and model, your Mobile Device may need to be capable of receiving an SMS text message to initiate the download.  

You are responsible for obtaining your own mobile communications service provider. Your mobile communications service provider may charge you for Internet-related use and for text (SMS) messages, so please see your mobile carrier for further details about its charges. You are responsible for all fees and charges that you may incur to any mobile communications service provider or any other third parties while using Mobile Banking.  

We are not a party to, and we have no duty, liability or responsibility with respect to or in connection with (a) your mobile communications service provider agreement, or (b) any Mobile Device, hardware, software or other any product or service you may purchase from others relating to your use of Mobile Banking. This Agreement does not amend or supersede any agreements that you have with third parties (such as your Mobile Device supplier and your mobile communications service provider), and you remain subject to all terms, fees, costs, other charges, limitations and restrictions in those agreements with third parties. Your Mobile Device supplier and your mobile communications service provider are responsible for their products and services. You agree that any problems you may have concerning those companies' products, services or agreements shall be resolved by you directly with them, and without involving us.

Your Mobile Device may become subject to unauthorized tracking, "hacking" or other manipulation by spyware, viruses or other malicious code ("malware"). We are not responsible for advising you of the existence or potential effect of any malware. Your use of your hardware and software is at your own risk.

E. Export Controls

Software programs, materials, tools, and technical data may be subject to U.S. export controls or the trade laws of other countries. You agree to comply with all export control regulations. You also acknowledge that you, not Northwoods Bank of Minnesota, have the responsibility to obtain such licenses to export, re-export or import as may be required. You agree not to export or re-export to entities on the most current U.S. export exclusion lists or to any country subject to U.S. embargo or terrorist controls as specified in the U.S. export laws.

F. Mobile Banking License Rights Generally

In connection with your use of Mobile Banking Software, we and our licensors (or other third-parties who have directly or indirectly granted rights in those software systems and programs with respect to Mobile Banking) will require your agreement to certain license rights arrangements and/or end-user agreements ("Licenses"). By enrolling in portions of Mobile Banking relating to those software systems and programs, and by downloading and installing Mobile Banking Software, you will be evidencing your acceptance of the terms and conditions of those Licenses. We may also condition your use of Mobile Banking Software upon you affirming such Licenses by the use of "I Accept" dialogue box acknowledgements, or by other affirmative or use-based acknowledgement and agreement systems.

We and our service providers (including without limitation third-party providers of Mobile Banking Software) reserve all rights not granted to you in this Agreement and under the terms of such Licenses. If you obtain a different Mobile Device, you will be required to download and install Mobile Banking Software, to that different Mobile Device, under the same terms set forth in this Agreement. You agree to delete all such software from your Mobile Device promptly if the Licenses or this Agreement terminate for any reason. We reserve the right to change, add to, or terminate services with our third-party Mobile Banking Software providers, to substitute different Mobile Banking Software providers, and to enter into or arrange for the provision Mobile Banking Software by other licensors and third-parties.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR THE AGREEMENTS GOVERNING THE TERMS OF ANY LICENSE RIGHT RELATING TO THE USE OR OPERATION OF MOBILE BANKING OR MOBILE BANKING SOFTWARE, MOBILE BANKING SERVICES AND MOBILE BANKING SOFTWARE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY OTHER WARRANTY AS TO PERFORMANCE, ACCURACY OR COMPLETENESS. YOUR USE OF THE MOBILE BANKING SOFTWARE AND MOBILE BANKING SERVICES, AND ANY MATERIAL OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED VIA MOBILE BANKING, IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE.

G. Additional Terms and Conditions in Related Agreements with Us

Your use of Mobile Banking is subject to the terms and conditions of your Primary Online Banking Agreement (as amended from time to time). Without limitation, this Agreement is supplemented by your Primary Online Banking Agreement's provisions regarding disclaimers of warranties, limitations on our liability, indemnity, amendments, dispute resolution terms and procedures, and definitions. For consumer customers, this Agreement is also subject to consumer protection provisions in the Online Banking Agreement, including limitations on consumer customers' liabilities for unauthorized transfers, and contacting us concerning questions or errors. In the event of any specific conflicts between this Agreement and the terms of your Primary Online Banking Agreement, the terms of this Agreement will govern.

In addition, each deposit account or credit account that you access using Mobile Banking, and each transaction made in such accounts using Mobile Banking, remains subject to the general terms, conditions, and agreements governing those accounts (e.g., as applicable, the deposit account agreement, credit cardholder agreement, line of credit agreement, etc.).    

H. Amending this Agreement or Fees

We may amend this Agreement at any time by sending notice as described in your Primary Online Banking Agreement; provided, however, that this Agreement governs our right to provide you with that notice electronically. You may choose to accept or decline the change. By continuing to use Mobile Banking after the effective date stated in the notice, you are deemed to accept that change.

I. Lost or Stolen Mobile Device or Password; Unauthorized Transactions

If you believe your Mobile Device, user name (User Code), Password, or other approved access device has been lost or stolen, or that someone has transferred or may transfer funds from your account without your authorization, contact us AT ONCE at (218) 732-7221 or (800) 450-2265. For additional information regarding your and our rights and responsibilities regarding unauthorized transactions, please review your Primary Online Banking Agreement and the applicable agreement(s) governing the affected deposit account or credit account.

In Case of Errors or Questions about Your Account

In case of errors in or questions about your deposit or credit accounts, contact us at (218) 732-7221. For additional information regarding your and our rights and responsibilities regarding errors in or questions about your accounts and how such errors and questions are processed, please review your Primary Online Banking Agreement and the applicable agreement(s) governing the affected deposit account or credit account.  

For questions or concerns about the Mobile Banking service itself, you may contact us through any of the methods listed in your Primary Online Banking Agreement or by emailing us at This email address is being protected from spambots. You need JavaScript enabled to view it.. Please note that any message sent by email is transmitted via normal e-mail and is not encrypted. So, please do not include any confidential information, such as account numbers or details, tax ID numbers, or any other information you want kept confidential. We will not respond to account information related questions sent via Internet e-mail. You agree that we may take a reasonable time to act on any e-mail within the timeframes noted in state and federal regulations.

V.   PROVIDER END USER AGREEMENT

The primary licensor for Northwoods Bank of Minnesota’s Mobile Banking services is Banno, LLC (“Provider”). The Provider has provided us the right to enter into the following end user agreement (the "End User Agreement") with you for the use of the Product (defined below). By enrolling in our Mobile Banking service, and during such time as we maintain our rights to license the Product, you hereby agree as follows:

(i)     General. Access to Northwoods Bank of Minnesota's Mobile Banking services via your Mobile Device is powered by the mobile technology solution owned by Provider.   The Provider is not the provider of any of the financial services available to you through the "Product" (defined below), and the Provider is not responsible for any of the materials, information, products or services made available to you through the Product.

(ii)   Ownership. You acknowledge and agree that Provider is the owner of all rights, title and interest in and to the mobile technology solution made available to you hereunder, including but not limited to any downloaded software and the computer programs contained therein, as well as any accompanying user documentation, and all subsequent copies, updates or versions thereof, regardless of the media or form in which they may exist (all of which is collectively referred to herein as the "Product"). You further acknowledge that the design and look of the Product, which includes images, graphics, text, logos and icons, photographs, editorial content, notices, software and other materials are owned by Provider and protected under the United States and other applicable copyright, trademark and other laws. You may not use the Product unless you have first accepted the terms of this End User Agreement.

(iii)   License. Subject to the terms and conditions of this End User Agreement, you are hereby granted a personal, nonexclusive, nontransferable license to use the Product (in machine readable object code form only) in accordance with the terms of this End User Agreement and for the sole purpose of enabling you to use and enjoy the benefits of Northwoods Bank of Minnesota's services made available via the Product. This is not a sale of the Product. All rights not expressly granted to you by this End User Agreement are hereby reserved by Provider. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the Product. This license may be terminated at any time, for any reason or no reason, by you or the Provider. Upon termination, you agree to immediately destroy all copies of any Product which has been downloaded to your Mobile Device or otherwise in your possession or control.

(iv)   Restrictions. You shall not: (i) modify, revise or create any derivative works of the Product; (ii) decompile, reverse engineer or otherwise attempt to derive the source code for the Product; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Product; or (iv) remove or alter any proprietary notices, legends, symbols or labels in the Product, including, but not limited to, any trademark, logo or copyright.

(v)     Updates. The terms of this End User Agreement will govern any updates that replace and/or supplement the original Product, unless such update is accompanied by a separate license in which case the terms of that license will govern.

(vi)   Consent to Use of Data.   You agree that Provider may collect and use technical data and related information, including but not limited to technical information about your Mobile Device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services (if any) related to the Product. Provider may use this information, as long as it is in a form that does not personally identify you, to improve its products or provide services or technologies.

(vii) Source of Information. The Product, at your direction, will retrieve your information maintained online by financial institutions and billers with which you have customer relationships, maintain accounts or engage in financial transactions and other log-in related information (“Account Information”). Provider does not review, verify or analyze the Account Information for accuracy or any other purpose, but simply gathers, organizes and reports your Account Information to you. There may be technical difficulties which result in a failure to obtain data, a loss of data, a loss of personalized settings or other service interruptions. Account Information reported by the Product is timely only to the extent that it is promptly provided by the third-party sites. Account Information may be more up to date when obtained directly from the third-party sites.

(viii) Your Responsibility for Information. You are responsible for providing Provider with accurate and updated (as necessary) account numbers, user names, passwords and other log-in related information (“Registration Information”) so that the Product is able to access Account Information.   If you become aware of any unauthorized use of your Registration Information, you should notify your financial institution immediately.

(ix) Mobile Alerts. The Product may provide automatic, Product-related alerts to your mobile device. Account alerts may be turned on or off as part of the Product. They may then be customized, deactivated or reactivated by you. Provider may add new alerts periodically, or cease to provide certain alerts at any time in its sole discretion. Electronic alerts will be sent to the Product through its operating specific notification system or for the html client the phone number or email address you have provided as your primary email address for the Product. If your email address or your Mobile Device’s email address changes, you are responsible for informing us of that change through the Product settings interface. Alerts may include sensitive information such as low balance warnings or large deposits but will never include account numbers or balance information. You must re-enter the Product to see such details.

(x) Rights You Grant to Provider. By submitting data, passwords, user names, PINs, log-in information, materials and other information to Provider through the Product, you are licensing that content to Provider solely for the purpose of providing the Product to you and for such other purposes as are set forth in the Privacy Policy under section xi below (the “Privacy Policy”). Provider may use and store the content in accordance with the Privacy Policy. By submitting such information to Provider, you represent that you are entitled to submit it to Provider for use for this purpose, without any obligation by Provider to pay any fees. By using the Product, you expressly authorize Provider to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the “Add Accounts” feature of the Product, you will be directly connected to the website for the third party you have identified. Provider will submit information including user names and passwords that you provide to log you into the site. You hereby authorize and permit Provider to use and store the information submitted by you to the Product (such as account passwords and user names) to accomplish the foregoing and to configure the Product so that it is compatible with the third-party sites for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the Product, you grant Provider a limited power of attorney, and appoint Provider as your attorney-in-fact and agent, to access the third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities as you could do in person. You acknowledge and agree that when Provider is accessing and retrieving Account Information from the third-party sites, Provider is acting as your agent, and not as the agent of or on behalf of the third party. You understand and agree that the Product is not sponsored or endorsed by any third parties accessible through the Product.

(xi) Privacy Policy. Provider will not sell or rent your personal information to anyone, for any reason, at any time. Provider uses and discloses your personal information only as follows: (a) to analyze usage and improve the Product, (b) to deliver to you any administrative notices, alerts and communications relevant to your use of the Product, (c) to fulfill your requests for certain products and services, (d) for market research, project planning, troubleshooting problems, detecting and protecting against error, fraud or other criminal activity, and (e) in order to enable the financial institution through which you signed up for the Product (your “Primary Financial Institution”) to offer additional product offerings to you, the Product provides to your Primary Financial Institution financial product details of any external institutions you have added through the Product, provided that no external transactional data will ever be shared with your Primary Financial Institution.   Notwithstanding the foregoing, Provider reserves the right (and you authorize Provider) to share or disclose your personal information when Provider determines, in its sole discretion, that the disclosure of such information is necessary or appropriate (x) to enforce our rights against you or in connection with a breach by you of this End User Agreement, (y) to prevent prohibited or illegal activities, or (z) when required by any applicable law, rule regulation, subpoena or other legal process.

(xii) The Product is not a Professional Advisor. NEITHER PROVIDER NOR THE PRODUCT IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. PROVIDER AND THE PRODUCT ARE NOT FINANCIAL PLANNERS, BROKERS OR TAX ADVISORS. The Product is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Product may not be appropriate for your situation. Accordingly, prior to making any financial decisions or implementing a financial strategy, you should consider obtaining additional information and advice from professionals, such as accountants, attorneys, financial advisors or other professionals who are fully aware of your individual circumstances.

(xiii) Alert Disclaimer. You understand and agree that any alerts provided to you through the Product may be delayed or prevented for a variety of reasons.   Provider attempts to provide alerts in a timely manner with accurate information, however, Provider neither guarantees the delivery nor the accuracy of the content of any alert. You also agree that Provider shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.  

(xiv) Your Indemnification of Provider. You agree to defend, indemnify and hold harmless Provider and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorney fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.  

(xv) Export Restrictions. You may not use or otherwise export or re-export the Product except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained.   In particular, but without limitation, the Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Product, you represent and warrant that you are not located in any country or on any such list. You also agree that you will not use the Product for any purposes prohibited by United States law.

(xvi)   U.S. Government Restricted Rights. The Product is commercial computer software subject to RESTRICTED RIGHTS. In accordance with 48 CFR 12.212 (computer software) or DFARS 227.7202 (commercial computer software and commercial computer software documentation), as applicable, the use, duplication, and disclosure of the Product by the United States of America, its agencies or instrumentalities is subject to the restrictions set forth in this End User Agreement.

(xvii)     Disclaimer of Warranty. THE PRODUCT IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. NO WARRANTY IS PROVIDED THAT THE PRODUCT WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED. YOUR USE OF THE PRODUCT AND ANY MATERIAL OR SERVICES OBTAINED OR ACCESSED VIA THE PRODUCT IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

(xviii)   Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, PROVIDER’S LIABILITY ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF $250. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

(xix)   Miscellaneous. This End User Agreement constitutes the entire agreement between you and Provider concerning the subject matter hereof. This End User Agreement will be governed by and construed in accordance with the laws of the state of Iowa, excluding that body of laws pertaining to conflict of laws. If any provision of that portion of this Agreement is determined by a court of law to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions will remain effective and enforceable. All disputes relating to this End User Agreement are subject to the exclusive jurisdiction of the courts of Iowa and you expressly consent to jurisdiction and venue thereof and therein. This End User Agreement and all related documentation are and will be in the English language. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly waived and excluded.

 

Mobile Remote Deposit Capture Agreement

 This Mobile Remote Deposit Capture Agreement (as amended and/or supplemented, this “Agreement”)

governs your use of Northwoods Bank of Minnesota’s Mobile Remote Deposit Capture Service (the “Mobile Deposit Service” or “Service”). Northwoods Bank of Minnesota offers the Mobile Deposit Service under this Agreement only in association with one or more deposit accounts maintained by you at Northwoods Bank of Minnesota.  

This Agreement is in addition to other agreements between you and Northwoods Bank of Minnesota, including the applicable deposit account disclosure agreement(s) and terms and conditions, and our rules and regulations as well as your loan agreements with Northwoods Bank of Minnesota. You should review the disclosures provided to you when you opened your account(s) with Northwoods Bank of Minnesota.

All electronic communications that meet these requirements will be deemed to be valid and authentic and you intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of tampering or altered data.   You may request a paper copy of any of our agreements be sent to you via standard mail by writing or calling us. Our contact information is provided in this agreement.

Definitions

“Business Day” shall mean every day excluding Saturdays, Sundays and federal holidays.  

“Client”, “You” or “your” is used to refer to each person who applies or is authorized by you to use the Service through Mobile Banking.

"Mobile Banking" means a suite of services that we make available, enabling you to conduct banking transactions with us by using your Mobile Device.

"Mobile Device" means a cellular telephone or similar wireless communications device (1) that is installed with software permitted by us ("Mobile Banking Software") that you have downloaded in order to conduct Mobile Banking transactions, or (2) that is capable of conducting Mobile Banking transactions by using other protocols we may choose to permit.

“We,” “us,” and “our” are used to refer to Northwoods Bank of Minnesota, the depository institution that holds one or more accounts accessed by the Service through Mobile Banking.  

Terms and Conditions

1. General Description of Mobile Deposit Service. Subject to the terms, provisions and conditions of this Agreement, we shall provide the Mobile Deposit Service to you, which allows you to make deposits to your deposit accounts from your Mobile Device by taking images of checks on your Mobile Device and delivering the images and information required hereby to us or our designated processor (a “Processor”) through our Mobile Banking service.   Deposit accounts (“Accounts) eligible for the Mobile Deposit Service are those in which you are an authorized signer on. You may notify us of the accounts which you would like available for the Mobile Deposit Service, but we may allow all accounts in which you are an authorized signer on to be available within the Mobile Deposit Service. You may add or delete deposit accounts, as applicable and authorized, from our Mobile Deposit Service by contacting us at (218) 732-7221. You acknowledge and agree that a deposit made by you using this Mobile Deposit Service is not an “Electronic Fund Transfer” as that term is defined in Federal Reserve Board Regulation E. The terms Northwoods Bank of Minnesota, We, Us, and Our and Processor may be used interchangeably when used in relation to any services performed by a Processor on behalf of us including, but not limited to, the receipt and processing of images and check data and any notices related thereto. The Mobile Device must capture an image of the front and back of each Check (as herein defined) to be deposited (each an “Image” and, if more than one, “Images”).After capture of the Images and all other required data and information from each check, you will transmit one or more files containing the Images and all other required data and information from or pertaining to all checks (each such file a “File” and, if more than one, “Files”) to us or Processor via the Mobile Banking service. Subject to compliance with the terms, provisions and conditions of, and as provided in, this Agreement, we will provisionally credit the Account or Accounts designated by you for the amount of the deposit(s) to which the File(s) pertains on the day of receipt of the File(s) and enter the images of the checks into the collection process, in accordance with the provisions of our then current deposit account agreement and disclosure pertaining to the Account(s) into which the deposit is to be made (the “Deposit Agreement”) and this Agreement. You acknowledge and agree that we may discontinue, and/or change the terms of, the Mobile Deposit Service or any related content, features, products or services associated therewith, at any time without notice or liability to you or any third party. You hereby agree that we shall be the exclusive provider of the Service provided in accordance with this Agreement and that you will not use the same or similar services of any other party without first notifying Northwoods Bank of Minnesota and receiving permission.  

2. Hardware and Software. You understand and hereby agree that, at your sole cost and expense, you are responsible for providing your own Mobile Device that supports 256-bit encryption to ensure the proper and secure access and functioning of the Mobile Deposit Service. As the Mobile Deposit Service is accessed via Mobile Banking, please refer to the Mobile Banking Agreement to review additional terms regarding hardware and software use, licensing, and limitation of liability.  

We are not responsible for, and you hereby release us from any and all claims or damages resulting from, or related to, any virus or related problems that may be associated with using electronic mail, the Internet, or mobile communications. We are not responsible for, and you hereby release us from any and all claims or damages resulting from, or related to, defects in or malfunctions of your Mobile Device hardware or software, or failures of or interruptions in any Mobile Device or Internet services. We hereby advise you, and you hereby agree, to monitor your Mobile Device for viruses using a reliable virus detection product in order to detect and remove viruses.  

All right, title and interest in and to (a) any and all software programs, including, but not limited to, the object and source codes therefore, and any and all updates, upgrades, fixes and enhancements thereto and any and all documentation and instructions pertaining thereto (everything in this clause (a), collectively, “Software”, (b) any and all instructions and other documentation provided to, or used by you, including those available at the mobile banking section of our website, www.northwoodsbank.com, in connection with the Mobile Deposit Service everything in this clause, collectively, the “Documentation”) shall be, and remain, the property of Northwoods Bank of Minnesota or any third party Software provider, as applicable. Unless otherwise expressly authorized, you may not (a) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, reverse engineer, reverse compile or create derivative works of, the Software in any form or (b) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit the Documentation.  

3. Checks Deposited and Security Interest. You hereby agree that you will only take photos (or “images”) and deposit a check(s) as that term is defined in Federal Reserve Board Regulation CC (“Reg. CC”). You agree that the image of the check that is transmitted to us (each such check and other item a “Check” and, if more than one, “Checks”) shall be deemed an “item” within the meaning of Article 4 of the Uniform Commercial Code (1990 Official Text). You further agree that you will not remotely deposit any check or other item that: (a) are payable to any person or entity other than you, (b) are drawn, or otherwise issued, by you on any account of yours maintained at another financial institution unless you notify and receive permission from us prior to submitting the deposit, (c) are in violation of any law, rule or regulation, (d) you know or suspect, or should know or suspect, is fraudulent or otherwise not authorized by the owner of the account on which the Check is drawn, (e) have not been previously endorsed by a Financial Institution and are either “substitute checks” (as defined in Reg CC or other applicable federal law or regulation) or “image replacement documents” that purport to be substitute checks, without our prior written consent, (f) are drawn on financial institutions that are located outside of the United States or Territories of the United States, (g) which are not acceptable to us for deposit into a deposit account as provided in the Deposit Agreement, which is incorporated herein by reference and made a part hereof (Checks described in clauses (a) through (g) each a “Prohibited Check” and, collectively, “Prohibited Checks”). If you deposit a Prohibited Check, you agree to indemnify and reimburse us for, and hold us harmless from and against, any and all losses, costs and expenses (including reasonable attorney’s fees) we may incur associated with any warranty, indemnity or other claim related thereto. Furthermore, if, after first having obtained our written consent to do so, you provide us with an electronic representation of a substitute check for deposit into an Account instead of an original Check, you agree to indemnify and reimburse us for, and hold us harmless from and against, any and all losses, costs and expenses (including reasonable attorney’s fees we incur because any such substitute check resulting from such electronic representation does not meet applicable substitute check standards and/or causes duplicate payments.

You grant us a security interest in all Accounts or other deposits (whether general or special) of yours at Northwoods Bank of Minnesota, and in all funds in such Accounts or other deposits, to secure your obligations to us under this Agreement. This security interest will survive termination of this Agreement.  

4. Imaging of Checks and Transmission of Files. You shall properly download and use all software and hardware required by this Agreement or otherwise required for, or related to, the use of the Mobile Deposit Service. You shall (a) endorse each Check to be deposited (b) take a photo of the front and back of each Check to be deposited and thereby capture the photo of the front and back of each Check and any other required data from, each Check and (c) transmit the File containing the images of and all other required data and information from or pertaining to such Checks to us or our Processor. We may provide you with, or require you to establish, a User Code, a personal identification number (“PIN”) and/or passwords and other procedures (collectively, “Security Procedures”) to access the Mobile Deposit Service. You agree to, at all times, (a) safeguard the confidentiality and security of the Security Procedures and all other proprietary property or information we provide to you in connection with the Mobile Deposit Service and (b) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. You acknowledge, understand and agree the Security Procedures are not designed for the detection of errors. We are not, and will not be, obligated to detect errors by you or others, even if we take certain actions from time to time to do so.  

To ensure accuracy, you shall balance the dollar amount of each deposit to the sum of the Checks prior to transmitting the File. You may send multiple Files or items to us or our Processor throughout the day, not to exceed the number of Files or items specified in Attachment A. The total dollar value of the Files sent by you to us on any day or month, as appropriate, shall not exceed the dollar amount specified in Attachment A (the “Deposit Limit”). If the total dollar value of the Files sent by you to us on any day or month, as appropriate, exceeds the Deposit Limit, we may, at our option, refuse to accept the File that exceeds the Deposit Limit, or we may accept and process the File. You agree not to exceed the Deposit Limit.   To be eligible for processing on the day transmitted, Files must be received by us no later than the cut-off time specified in Attachment A (the “Cut-Off Time”). A File is considered received by us when a complete copy of such File has been written on our electronic storage device in conformity with our technical and operational requirements. To meet the Cut-Off Time, the entire File must be received by us prior to the Cut-Off Time, and the File must successfully pass the edits for conformity with the technical requirements. For purposes of determining when a File has been delivered and received, our records shall be determinative. A File which is not balanced or which is received after the Cut-Off Time shall be deemed to have been received on the Business Day following the Business Day on which the File is actually received by us. We reserve the right to change the number of Files that may be transmitted in a day or month, as appropriate, the Deposit Limit that may be transmitted in a day or month, as appropriate, and the Cut-Off Time. All such changes shall be effective immediately and may be implemented without notice to you. You may contact us at any time to verify the current number of Files that may be transmitted in a day or month, as appropriate, the Deposit Limit that may be transmitted in a day or month, as appropriate, and the Cut-Off Time.

5. Maintenance and Destruction of Original Check. You shall stamp or write on the original Check “Processed” before or during the process of depositing the Check in accordance with Section 4 of this Agreement. You shall securely store all original Checks until they have been posted to your Account(s) (such period the “Retention Period”). During the Retention Period, you shall take appropriate security measures to ensure that: (a) only authorized individuals or personnel shall have access to original Checks, (b) the information contained on such Checks shall not be disclosed, (c) such Checks will not be duplicated or scanned more than one time and (d) such Checks will not be deposited or negotiated in any form. You shall destroy original Checks upon the expiration of the Retention Period applicable to such Checks. You will use commercially reasonable methods to destroy original Checks after expiration of the Retention Period such as cross-cut shredding. You hereby indemnify us for, and hold us harmless from and against, any and all claims, demands, actions, causes of action, losses and damages, of whatever nature or kind, and regardless of the theory upon which the same is (are) based, caused directly or indirectly by, arising out of, related to, in connection with or resulting wholly or partially from, the destruction of original Checks by you. You will promptly (but in all events within 5 Business Days) provide any retained Check (or, if the Check is no longer in existence, a sufficient copy of the front and back of the Check) to us as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check.

6. Image and MICR Quality. Each File transmitted by you to us shall contain Images of the front and the back of the Check(s) imaged and deposited through your Mobile Device by you. Each Image of each Check shall be of such quality that the following information can clearly be read and understood by sight review of such Image:

(a) the amount of the Check;

(b) the payee of the Check;

(c) the signature of the drawer of the Check;

(d) the date of the Check;

(e) the Check number;

(f) the information identifying the drawer and the paying Financial Institution that is preprinted on the Check, including the MICR line; and

(g) all other information placed on the Check prior to the time an image of the Check is captured, such as any required identification written on the front of the Check and any endorsements applied to the back of the Check.

Each Image shall also meet all standards for image quality established by the American National Standards Institute (“ANSI”), the Board of Governors of the Federal Reserve or any other regulatory agency, clearing house or association.  

Customer shall also capture and transmit to us the full-field MICR encoding on each Check. Customer shall ensure that the following information is captured from the MICR line of each Check:

(a) the American Bankers Association routing transit number (“RTN”);

(b) the number of the account on which the Check is drawn;

(c) when encoded, the amount of the Check; and

(d) when encoded, the serial number and the process control field of the Check.

7. Receipt of File. You agree that you shall be solely liable for, and we shall not have any liability whatsoever to you for, any File or the Images or other information contained therein that are not received by us or for any File or the Images or other information contained therein that are intercepted or altered by an unauthorized third party. You agree that we have no obligation to accept a File and, therefore, may reject any File or the Images or other information contained therein submitted by you. We have no obligation to notify you of the rejection of a File or the Images or other information contained therein. We shall have no liability to you for the rejection of a File or the Images or other information contained therein or for the failure to notify you of such rejection. Upon receipt of a File submitted by you, we may examine such File and the Images and other information contained therein to ensure that you have complied with this Agreement. If we determine that you have not complied with this Agreement or if errors exist in the Images or other information contained in the File, we, in our sole discretion, may either reject the File or elect to correct the error and accept and process the corrected File (a “Corrected File”). As a form of correction, we may credit your Account for the full amount of the deposit and make any necessary adjustments to the Account to correct the error. We may, at our option, also perform a risk management analysis of one or more Files submitted by you to detect potentially fraudulent Checks, and, in our sole discretion, we may reject any such File or the Images or other information contained therein. If after examination of a File and the Images and other information contained therein, we determine that you have complied with this Agreement and processed and transmitted the File in accordance herewith, the File is balanced and the Images meet the requirements of Section 6 of this Agreement, then we shall accept the File (an “Accepted File”) for deposit to your Account. Upon acceptance of the File, we shall electronically notify you of receipt and acceptance of the Accepted File for deposit. Notwithstanding the fact that we have accepted a File for deposit, any credit made to your Account shall be provisional, and you shall remain liable to us for any errors, inaccuracies, breach of warranties and any other loss sustained by, or claim made against, us.

8. Provisional Credit and Availability of Funds. Upon acceptance of the File, we shall grant your Account Provisional Credit (as herein defined) for the total amount of the Corrected File or the Accepted File, as applicable. As used herein, “Provisional Credit” means that the credit is made to your Account subject to final payment of the Checks and subject to the terms of the Deposit Agreement. For the purpose of determining availability of funds, we may hold funds for the period of time permitted by Reg. CC, however, funds will generally be made available to you on the first Business Day after the day we receive your deposit. Please refer to the account disclosures provided to you at account opening or review our Funds Availability Policy, as amended, for more details. For the purposes of determining the time for which funds may be held by us under Reg. CC, the place of deposit shall be Northwoods Bank of Minnesota 1200 East First St Park Rapids, MN 56470.  

9. Laws, Rules and Regulations.   You agree to comply with all existing and future operating procedures used by us for processing of transactions. You further agree to comply with, and be bound by, all applicable state or federal laws, rules, regulations, orders, guidelines, operating circulars and pronouncements, affecting checks and drafts, including, but not limited to, all rules and procedural guidelines established by the Board of Governors of the Federal Reserve and the Electronic Check Clearing House Organization (“ECCHO”) and any other clearinghouse or other organization in which we are a member or to which rules we have agreed to be bound. The Rules are incorporated herein by reference. These procedures, rules, and regulations (collectively the “Rules”) and laws are incorporated herein by reference. In the event of conflict between the terms of this Agreement and the Rules, the Rules will control.  

10.     Collection of Checks. We, in our sole discretion, shall determine the manner in which Images shall be presented for payment to the drawee financial institution. We, in our sole discretion, shall select the clearing agents used to collect and present the Images, and our selection of the clearing agents shall be considered to have been designated by us. We shall not be liable for the negligence of any clearing agent. Collection of Checks is also subject to the Rules and the terms of the Deposit Agreement.

11. Contingency Plan. You agree that, in the event you are not able to capture, balance, process, produce or transmit a File to us, or otherwise comply with the terms hereof, for any reason, including, but not limited to, communications, equipment or software outages, interruptions or failures, you will transport the originals of all Checks to the closest office of Northwoods Bank of Minnesota and deposit original Checks with us until such time that the outage, interruption or failure is identified and resolved if you elect to do so. The deposit of original Checks at an office of Northwoods Bank of Minnesota shall be governed by the terms and conditions of the Deposit Agreement and not by the terms of this Agreement. Notwithstanding the foregoing, and to the extent applicable, Section 12 of this Agreement dealing with warranties shall apply to the deposit of original Checks.

12. Warranties. You represent, warrant and covenant the following to Northwoods Bank of Minnesota:

(a) Checks Deposited. You shall only deposit Checks that are authorized by this Agreement and the Deposit Agreement;

(b) Image Quality. Each Image transmitted by you to us contains an accurate representation of the front and the back of each Check and complies with the requirements of this Agreement;

(c) Accuracy of Information. All data and other information submitted by you to us, including, but not limited, to data contained in the MICR line of each Check is complete and accurate and complies with the requirements of this Agreement;

(d) No Duplicates. You will not: (i) create duplicate Images of the Checks, (ii) transmit a duplicate Image or File to us, or (iii) deposit or otherwise negotiate the original of any Check of which an Image was created. You further warrant that no subsequent transferee, including but not limited to Northwoods Bank of Minnesota, a collecting or returning financial institution, drawer, drawee, payee or endorser, will be asked to pay the original Item from which the Image(s) was created or a duplication (whether paper or electronic, including ACH entries) of the Item(s);

(e) No Loss. No Subsequent transferees of the Item(s), including but not limited to Northwoods Bank of Minnesota, a collecting or returning financial institution, drawer, drawee, payee or endorser, shall sustain a loss as the result of the fact that the Image was presented for payment or returned instead of the original Check;

(f) Information. All information provided by you to us is true, complete and accurate and, if a business, properly reflects the business, financial condition and principal partners, owners or officers, of the business. You must not be engaged in, or affiliated with, any businesses, products or methods of selling other than those disclosed by you to us;

(g) Authority and Legality. (i) this Agreement is valid and enforceable against you in accordance with its terms; and (ii) the entry into, and performance of, this Agreement by you will not violate any law, or conflict with any other agreement, to which you are subject to;

(h) No Litigation. There is no action, suit or proceeding pending or, to your knowledge, threatened which, if decided adversely, would impair your ability to carry on your business substantially as now conducted or which would adversely affect your financial condition or operations.

(i) Transactions. All Checks and business transactions of yours are, and will be, bona fide. All signatures on Checks are authentic and authorized.

(j) Rule Compliance. You conduct your business, and submit Checks and Files in compliance with this Agreement, applicable law, and the Rules.

(k) Virus. No Files or Checks contain any viruses or other harmful, intrusive or invasive codes.

(l) Indemnity. You agree to indemnify us for, and hold us harmless from and against, any and all claims, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from a breach of any of your warranties, representations and/or obligations under this Agreement or any other agreement between you and us, including, but not limited to, the Deposit Agreement, and the terms of this paragraph shall survive the termination of this Agreement.

13. Returned Checks. If Images of Checks deposited by you are dishonored or otherwise returned unpaid by the drawee financial institution, or are returned by a clearing agent for any reason, including, but not limited, to issues relating to the quality of the Image, you understand and agree that, since you either maintain the original Check or have destroyed the original Check in accordance with Section 5 of this Agreement, the original Check will not be returned, and we may charge back an Image of the Check to your Account. You understand and agree that the Image may be in the form of an electronic or paper reproduction of the original Check or a substitute check. Unless otherwise instructed by us, you agree not to deposit the original Check if an Image or other debit as previously described is charged back to you.  

14. Fees and Charges. Currently, we charge no fees for the Mobile Deposit Service. However, we reserve the right to institute or change fees for the Mobile Deposit Service after sending you prior notice. You are also responsible for the costs of any communication lines and any data processing charges payable to third parties.

15. Amendments. We may amend the terms of this Agreement at any time, in our sole discretion, by giving notice to you. If required by this Agreement or by applicable law, notice will be given for the applicable required number of days in advance of each such amendment. Your continued use of the Mobile Deposit Service shall constitute your agreement to such amendments. No amendments requested by you shall be effective unless received, and agreed to in writing, by us.  

16. Confirmation: Account Reconciliation. In addition to an email confirmation at the initial time of a mobile deposit, we will provide notice of receipt of a deposit to your Account on the periodic statement for such Account. You are responsible for detecting and reporting to us any discrepancy between your records and the records we provide to you. If you do not detect and notify us of such a discrepancy within 30 days of your receipt of any terminal printout, mailed report or periodic statement (each a “Report”), whichever is received first, then such transactions shall be considered correct, and you shall be precluded from asserting such error or discrepancy against us.    

17. Update Notice. You shall provide written notice to us of any changes to the information previously provided by you to us. Such notice must be received by us within five (5) Business Days of the change. You shall provide any additional information requested by us within five (5) days of such request. We retain the right to: (i) review your Checks, Files and activities from time to time and (ii) re-price or terminate the Mobile Deposit Service based on changes to information previously provided to us by you.

18. Financial Institution’s Duties. Our duties and responsibilities are limited to those described in this Agreement, the Deposit Agreement and any other agreements governing the Accounts. We will use commercially reasonable care in performing our responsibilities under this Agreement.  

19. Financial Institution’s Responsibilities. You agree to monitor your account balances and charges, to promptly notify us if any Report conflicts with your records, and to refrain from acting on information you have reason to believe is erroneous. In all instances, our and, if the services of a third party provider are utilized in the provision of the Mobile Deposit Service, such third party's sole liability to you shall be limited to the correction of any errors made. We shall not be responsible for suspension of performance of all or any of our obligations, responsibilities or covenants hereunder, whether expressed or implied, if at any time, or from time to time, compliance therewith is prevented or hindered by, or are in conflict with, any federal or state law, regulation or rule, the order of any court of competent jurisdiction, any act of God or of the public enemy, war, epidemic, strike, or work stoppages of the U.S. Postal Service and commercial carrier(s), or electric power disruption or shortage, telecommunications failure or computer failures; acts, omissions or errors of any carrier and/or agent operating between you and Northwoods Bank of Minnesota or Northwoods Bank of Minnesota and any Federal Reserve Bank or other agency utilized to exercise transfers or any recipients of transferred funds; any incorrect, unauthorized or fraudulent use or other fraud by any person other than our employees; or, without limiting the generality of the foregoing, any other cause or circumstance beyond our control or other conditions or circumstances not wholly controlled by us, which would prohibit, retard or otherwise affect our complete or partial performance under this Agreement.  

20. Internet and Mobile Communications Disclaimer. We do not, and cannot, control the flow of any documents, files, data or other information via the Internet or mobile communication networks, whether to or from our network, other portions of the Internet, mobile communication networks, or otherwise. Such flow depends in large part on the performance of Internet and mobile communication services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt your connections to the Internet or mobile communication networks (or portions thereof). We cannot guarantee that such events will not occur. Accordingly, we disclaim any and all liability arising out of, resulting from or related to, such events, and in no event shall we be liable for any damages of any kind (whether in contract, in tort or otherwise) that are attributable or in any way related to the Internet or mobile communication infrastructure or your or our ability or inability to connect to the Internet or mobile communication networks.

21. Indemnification and Liability; Third Party Claims. You hereby indemnify Northwoods Bank of Minnesota and each of its parents, subsidiaries and affiliates and their respective officers, directors, employees, members, partners, agents, insurers and attorneys (each and “Indemnified Party” and, collectively, the “Indemnified Parties”) for, and hold each of the Indemnified Parties harmless from and against, all actions, causes of action, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising out of, or related to, this Agreement, including all actions, causes of action, claims, damages, liabilities and expenses arising out of, related to or resulting from: (a) your (i) failure to report required changes, (ii) transmission of incorrect data to us or (iii) failure to maintain compliance with the Rules, (b) (i) your provision of the Mobile Deposit Service, (ii) our action or inaction in accordance with, or in reliance upon, any instructions or information received from any person reasonably believed by us to be you, (c) your breach of any of your representations, warranties, covenants or other agreements or responsibilities under this Agreement and/or (d) your breach or violation of any Rules; provided, however, you are not obligated to indemnify us for any damages solely and proximately caused by our gross negligence or willful misconduct.

22. Limit of Liability.  

(a) ANY PROVISION IN THIS AGREEMENT, ANY OTHER AGREEMENT OR THE RULES TO THE CONTRARY NOTWITHSTANDING, WE SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND PROXIMATELY CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND OUR LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF (i) YOUR ACTUAL DAMAGES OR (ii) THE TOTAL FEES PAID BY YOU TO US FOR THE MOBILE DEPOSIT SERVICE. IN NO EVENT SHALL WE OR ANY PROVIDER BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR COST OF COVER) ARISING OUT OF, OR RELATED TO, THE USE BY YOU OF THE MOBILE DEPOSIT SERVICE OR ANY SERVICE OR THE FAILURE OF US OR ANY PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER, EVEN IF WE OR SUCH PROVIDER(S) HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES.

(b) YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MOBILE DEPOSIT SERVICE SHALL BE AT YOUR SOLE RISK, AND THAT THE MOBILE DEPOSIT SERVICE IS PROVIDED BY US IS ON AN “AS IS” BASIS.  

(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, IN LAW OR IN FACT, TO YOU OR TO ANY OTHER PERSON, AS TO THE MOBILE DEPOSIT SERVICE OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY, AND WE HEREBY DISCLAIM ANY AND ALL OF THE SAME. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY NORTHWOODS BANK OF MINNESOTA EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR THE MOBILE DEPOSIT SERVICE TO BE PERFORMED PURSUANT HERETO.  

(d) TO THE FULLEST EXTENT ALLOWED BY LAW, AND SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION DEALING WITH OUR LIABILITY FOR DAMAGES SOLELY AND PROXIMATELY CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OUR LIABILITY TO YOU UNDER THIS AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM OUR FAILURE TO EXERCISE ORDINARY CARE.  

(e) WE MAKE ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, IN LAW OR IN FACT, TO YOU OR TO ANY OTHER PERSON AS TO ANY MOBILE DEVICE HARDWARE, SOFTWARE OR EQUIPMENT IN CONNECTION WITH THE MOBILE DEPOSIT SERVICE, INCLUDING, BUT NOT LIMITED TO, YOUR MOBILE DEVICE, MOBILE SERVICE, OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR MOBILE SERVICE PROVIDER OR THEIR EQUIPMENT, OR AS TO THE SUITABILITY OR COMPATIBILITY OF OUR SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(f) WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN, OR MALFUNCTIONS OF, YOUR MOBILE DEVICE HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY MOBILE DEVICE SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY US TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO US, FROM US TO YOU, FROM YOU TO ANY PROCESSOR, FROM ANY PROCESSOR TO YOU, OR OTHERWISE. WE SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR MOBILE DEVICE HARDWARE OR SOFTWARE.

23. Third Parties; Maintenance.

(a) Mobile Deposit Service from Others. You may be using special equipment, services or software provided by a third party to assist it in processing Checks and Files hereunder (each a “Third Party” and, if more than one, “Third Parties”). You (i) agree that any Third Party that is acting as your agent in the delivery of Checks and Files to us, and (ii) agree to assume full responsibility and liability for any failure of that Third Party to comply with the Rules or this Agreement. We will not be liable for any losses or additional costs incurred by you as a result of any error by a Third Party or a malfunction of equipment provided by a Third Party. You shall provide at least ten (10) days advance written notice to us in the event you use any such Third Party. You are solely responsible for maintaining compliance with the requirements of any Third Party, including obtaining any software updates. You shall not have any responsibility for any Check or File handled by a Third Party until that point in time when we accept and approve a Check or File from such Third Party for processing.

(b) Equipment Maintenance. You shall be solely responsible for obtaining and properly maintaining your equipment and system requirements, including Mobile Device equipment, Internet connectivity, and any other equipment or items necessary to receive the Mobile Deposit Service. We shall not be liable to you, in any manner whatsoever, for any type of errors, losses, damages or other claims related to your failure to do so.

24. Financial Information. We may from time to time request information from you in order to evaluate a continuation of the Mobile Deposit Service to be provided by us hereunder and/or adjustment of any limits set by this Agreement. You agree to provide the requested financial information immediately upon request by us, in the form required by us. You authorize us to investigate or reinvestigate at any time any information provided by you in connection with this Agreement or the Mobile Deposit Service and to request reports from credit bureaus and reporting agencies for such purpose. If you refuse to provide the requested financial information, or if we conclude, in our sole discretion, that your credit risk is unacceptable, we may terminate the Mobile Deposit Service according to the provisions hereof.

25. Confidential Information and Proprietary Right in Data. All information of a business nature relating to the assets, liabilities or other business affairs disclosed to us by you in connection with this Agreement is confidential. Except as allowed by applicable law, we shall not disclose or permit access to any such information by any person, firm or corporation. We shall cause our officers, employees and agents to take such action as shall be reasonably necessary to preserve and protect the confidentiality of such information, by disclosing such information only to persons needing to have access thereto for the performance of the our obligations under this Agreement or to any other party to which we may be required by law to report such information. You agree to hold confidential, and to use only in connection with the Mobile Deposit Service, all information furnished to you by us or by third parties from whom we have secured the right to use the Mobile Deposit Service, including, but not limited to, our product and service pricing structure, system design, programming techniques or other unique techniques. In addition, should you at any time receive or acquire any information relating to another customer of Northwoods Bank of Minnesota, you shall promptly return such information to us and not reveal such information to any other party and shall not make use of such information for its own benefit or otherwise. Both parties’ obligations and agreements under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, or becomes generally available to the public other than by breach of this Agreement or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party. Notwithstanding anything to the contrary contained herein, it is understood and agreed by the parties hereto that the performance of the Mobile Deposit Service is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Board of Directors of the Federal Deposit Insurance Corporation and/or a State regulatory agency, and you agree to the release by Northwoods Bank of Minnesota of your reports, information, assurances and other data and information as may be required under applicable laws and regulations. You agree that any specifications or programs developed by us in connection with this Agreement, or supplied or made available to you by us, are the exclusive property of us, our agents, suppliers or contractors, and further agree that such material shall not be copied or used in any manner or for any purpose without the express written consent of Northwoods Bank of Minnesota. This clause shall survive the termination of the Agreement.

26. Arbitration and Waiver of Jury Trial. You and Northwoods Bank of Minnesota agree that the transactions contemplated in this Agreement involve “commerce” under the Federal Arbitration Act (“FAA”). EVERY CONTROVERSY OR CLAIM BETWEEN YOU AND ANY INDEMNIFIED PARTY ARISING OUT OF, OR IS IN ANY WAY RELATED TO OR RESULTING FROM, THIS AGREEMENT, THE MOBILE DEPOSIT SERVICE OR ANY OTHER SERVICES PROVIDED BY US, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT, WILL BE RESOLVED BY BINDING ARBITRATION UNDER THE FAA. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “Arbitration Rules”). IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) YOU WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) YOU WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) YOU WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES, WHETHER OF CIVIL PROCEDURE OR OTHERWISE; AND (D) THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL. THIS ARBITRATION PROVISION IS SUPPLEMENTAL TO, AND NOT IN LIEU OF, ANY OTHER ALTERNATIVE DISPUTE RESOLUTION PROVISION, AND, IN THE EVENT OF A CONFLICT BETWEEN THIS PROVISION AND ANY OTHER SUCH ALTERNATIVE DISPUTE RESOLUTION PROVISION, THE TERMS OF THIS PROVISION SHALL CONTROL. This agreement to arbitrate disputes will survive the closing of your Accounts and the termination of this Agreement.

27. Attorneys’ Fees. In the event of any arbitration or other adversarial proceeding between the parties concerning this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs in addition to any other relief to which it may be entitled.

28. Successors. This Agreement and all the terms and provisions herein shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.  

29. Assignment. No right or interest hereby conferred shall be assignable without the prior written consent of the other party, and any assignment made without such consent shall be null and void; provided, however that we may assign this Agreement or any part of it to any of our affiliates or to a successor of ours by merger or acquisition upon written notice to you.

30. No Third Party Beneficiaries. This Agreement shall not be construed to confer any rights or remedies upon any person not a party to this Agreement, whether as a third party beneficiary or otherwise, against either party, their respective successors, assigns and affiliates.  

31. Captions and Headings. The captions and headings contained in this Agreement are for convenience of reference only and shall not be used to limit the applicability or meaning of any provisions of this Agreement.    

32. Entire Agreement. The terms of the Deposit Agreement, all other agreements with Northwoods Bank of Minnesota pertaining to the Accounts and the Rules, are incorporated by reference and made a part of this Agreement. In the event of any inconsistency between such agreements, the Rules and this Agreement, the provisions of this Agreement shall control to the extent necessary. We agree that this Agreement is the entire statement of the terms and conditions which apply to the subject matter hereof. This Agreement supersedes any prior agreements between the parties relating to the Mobile Deposit Service.

33. No Waiver. No delay or failure on the part of Northwoods Bank of Minnesota in exercising any of our rights under this Agreement shall constitute a waiver of such rights, and no exercise of any remedy hereunder by us shall constitute a waiver of our right to exercise the same or any other remedy hereunder. Except for changes made in accordance with this Agreement, no deviation, whether intentional or unintentional, will constitute an amendment of this Agreement or will constitute a waiver of any right or duty of either party.  

34. Severability. In the event all or any part of any one or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal or unenforceable, in any respect, the remaining provisions or parts thereof shall be binding and enforceable as if any such invalid, illegal or unenforceable provision had never been contained herein.

35. Construction. This Agreement is an agreement between parties who are experienced in sophisticated and complex matters similar to the transactions contemplated by this Agreement, is entered into by both parties in reliance upon the economic and legal bargains contained herein, and shall be interpreted and construed in a fair and impartial manner, without regard to such factors as the party which prepared the instrument or drafted any provision thereof, the relative bargaining powers of the parties or the domicile of any party.  

36. Termination. This Agreement shall remain in full force and effect from the date hereof until such time as this Agreement is terminated by either party as hereinafter provided:  

(a) this Agreement may be terminated at any time by either party following thirty (30) days prior notice unless a shorter prior notice is agreed upon by both parties;

(b) either party shall have the right to terminate this Agreement immediately by giving notice to the other if such other party: (i) ceases to conduct its business in the ordinary sense, (ii) has any substantial part of its property become subject to any levy, seizure, assignment or application for sale for, or by, any creditor or government agency, (iii) is a party to an acquisition or (iv) in the reasonable judgment of the party seeking termination, experiences an adverse change in its financial condition or business which impairs the ability of such party to perform its obligations under this Agreement, (v) fails to perform its obligations under this Agreement or defaults under any other agreement between the parties or (vi) makes any warranty or representation which proves to be false or misleading.

Notwithstanding the foregoing, we may immediately terminate this Agreement without notice if, in our sole discretion, we determine that you have abused the Mobile Deposit Service or we believe that we will suffer a loss or other damage if the Agreement is not terminated.

Our election to terminate this Agreement is in addition to any and all other remedies that may be available to us and will not affect any obligations you may have with us. Any reinstatement of the Mobile Deposit Service under this Agreement will be at our sole.

Upon termination of this Agreement, any property or rights of a party in the possession of the other party, tangible or intangible, shall be returned to owner thereof within thirty (30) days after the later to occur of (i) termination of the Agreement or (ii) the last date that such party receives any such property or rights.

Upon termination of this Agreement, (i) you will promptly pay to us all sums due or to become due under this Agreement, (ii) you shall have no further right to make use of the Mobile Deposit Service or any system or software which may have been provided in connection with any Mobile Deposit Service. Both parties agree that Sections 3, 5,12, 13, 21, 22, 24, 25, 26, 27, 29, 32, 33, 35, and 37 shall survive the termination of this Agreement.  

37. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without reference to its conflict of laws, provisions, and applicable federal law.

38. Notices.   Any notice required hereunder shall be given by first class U.S. Mail, postage prepaid, by receipted hand delivery, electronically or by any other means agreed upon by both parties and if, to Northwoods Bank of Minnesota, at the address set forth below and, if to you, at the most recent address or phone number shown for you in Northwoods Bank of Minnesota’s records. If any notice instructions are given, the provisions of such shall govern the method and location for giving notice. Any notice mailed shall be presumed received on the third Business Day after mailing thereof.

If to Financial Institution: Northwoods Bank of Minnesota

   P.O. Box 112

   1200 East First St

   Park Rapids, MN 56470

    

Or by phone to: (218) 732-7221 or (800) 450-2265

Or by email to:   This email address is being protected from spambots. You need JavaScript enabled to view it.  

Please note that any message sent using this feature is transmitted via normal e-mail and is not encrypted. So, please do not include any confidential information, such as account numbers or details, tax ID numbers, or any other information you want kept confidential. We will not respond to account information related questions sent via Internet e-mail. You agree that we may take a reasonable time to act on any e-mail within the timeframes noted in state and federal regulations.

 

ATTACHMENT A

LIMITS

Deposit Amount Limits

- Daily: $2,500

- Monthly: $10,000

Deposit Item Limits (number of items deposited)

- Daily: 10

- Monthly: 50

CUT-OFF TIME

The cut-off time for our Mobile Deposit Service is 2:30 pm Central time on a Business Day.

 

Agreement Revision Date: June 2018


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