Terms And Conditions

Business Online

CUSTOMER AGREEMENT

Terms & Conditions

THIS AGREEMENT is for the Business Online service provided by The Union Bank Company, Columbus Grove, Ohio ("Bank") for their corporate clients ("Customer"). By signing the Business Online Client Authorization Form and/or any supplement(s) to the Form, the Customer agrees to be bound by the terms of this Agreement. Both parties agree that the services described and provided by Bank will be subject to the terms and conditions set forth below:

1. GENERAL

The Business Online services to be provided by Bank to Customer consist of access to a secured Business Online service ("Service") that permits Customer to obtain certain account information reporting, electronic funds transfer services, and other account maintenance functions, by means of a computer. These services shall collectively be known as "Business Online", but hereinafter will be referred to as the ("Services"). Services are provided by the Bank for access and use by Customer.

Customer will designate their approved Employee user(s) on the Employee Authorization Forms and establish all Employee(s) authorities and limits. Customer authorizes The Union Bank Company to execute all Instructions received by Bank from authorized Customer's Employee(s).

YOUR EQUIPMENT

In order to access our Business Online website and receive notices from us, and retain electronic record of notices, you will need the following or equivalent hardware and software. Internet access with a browser capable of 128 bit SSL encryption, a printer connected to your PC to print disclosures/notices or sufficient hard drive space to save the information. We do not provide Internet Service Provider services. You are responsible for the selection, security, installation, maintenance, and operation of your computer.

Compatible web browser software includes Windows 7 or higher, Internet Explorer 11.0 or higher, and Mozilla Firefox newest version.

2. TERM

This Agreement is effective as of the date Customer first logs on to Business Online and shall remain in force until termination. The Agreement shall be terminated upon thirty days prior written notice by either party to the other, upon termination of the relationship between the parties, if the Customer fails to comply with the terms and conditions of this Agreement, upon termination of the software license agreement between Bank and Fiserv or at the Bank's sole discretion. The Customer agrees to return any and all written and electronic documentation related to the Service to the Bank, upon termination. The Customer shall retain no copies in any form. The provisions of this Agreement that protect the proprietary rights of the Bank will continue in force after termination.

3. DISCLAIMER OF WARRANTY

No warranties with respect to the Service are made by said Bank nor does it warrant that the Service will meet specific requirements of the Customer. The Bank does not make any warranty of any kind, either express or implied with respect to the use of the Service. Bank disclaims any and all implied warranties of merchantability and fitness for a particular purpose. The Customer assumes the entire risk as to the quality and performance of the Service and documentation.

4. SECURITY

You agree that it is your sole responsibility to set up, maintain and regularly review security arrangements concerning access to, and use of, Business Online, and information stored on your computing and communications systems, and your and any of your Authorized Employee(s) control of Passwords/Security device and access to Business Online. You must ensure that your authorized Employee(s) keep their User Name/Password and/or security device secure and secret at all times and take steps to prevent unauthorized use of their User Name/Password and/or security device provided to them. Your User Name/Password and/or security device act as your signature.

Business Online is accessed through the Internet which is a public system over which we have no control. It is therefore your duty to make sure that any computer or other device with which you choose to access Business Online is free from and adequately protected against acquiring computer viruses, keystroke loggers and other destructive or disruptive components.

5. LIMITATION OF LIABILITY

a. In no event shall Bank be liable to Customer for any damages, including lost profits, lost savings or other direct, indirect, incidental, special or consequential damages arising out of the use or inability to use the Service or documentation or for any claim by another party.

b. The Customer shall be solely responsible for protecting against unauthorized access to the Service through the use of physical security, passwords, security devices and other security procedures.

c. Customer shall indemnify, defend and hold harmless The Union Bank Company and its officers, employees, directors, suppliers and agents, in their individual capacities or otherwise, from and against any Losses arising out of: (i) Customer's negligence; (ii) Customer's failure to comply with applicable law; or (iii) Customer's failure to comply with the terms of this Agreement.

d. Where the Customer has access to funds transfer of the Services, which include Wire Transfer, ACH Transfer or Tax Payment Transfer, the Bank is only obligated to accept transfer requests upon proper execution of security procedures that are entirely within Customer's control. Bank may consider funds transfer requests received from Customer as having been authorized by the Customer and the Bank shall be held harmless for executing any transfer. The Bank strongly suggests to clients that all Wire, ACH or Tax Payment Transfers be set up to require dual-control for additional security. The Bank also recommends each business conduct periodic assessments of their internal controls in order to mitigate the increased level of risk associated with these transactions.

e. Where the Customer elects to execute Stop Payment requests through the Service, the Bank agrees to enter the Stop Payment to its main computer system within a reasonable period of time after receiving the request. Prior to requesting a Stop Payment, the Customer should first verify that the item has not already been posted to their account. If a stopped item has already been paid prior to the Bank's entry of the request, then the Bank shall not be liable for any loss incurred by the Customer arising from the event.

6. FEES

There are no general access fees for the Service. However, applicable fees for certain transaction types, e.g., Stop Payments, Wire Transfers and ACH Transactions, may apply.

7. FUNDS TRANSFER SERVICE

Customer may request internal funds transfer and/or loan payments and, in addition to account information reporting, the Customer may request access to certain Funds Transfer Services as described below. All transfer and payment requests will receive a confirmation number. The confirmation number only confirms that the request has been received and completion of the transaction is based upon funds available. Customer may specify Authorized Employee(s) limits per transaction type. If the Customer, or any of its authorized representatives, use the Funds Transfer Services described, the following condition(s) shall apply:

Wire Transfer -The Customer acknowledges that the Wire Transfer feature of the Service is an alternate entry system for issuing Wire Transfer orders between the Customer and the Bank. A separate Wire Transfer Agreement between the Customer and the Bank is required. This Wire Transfer Agreement shall govern the acceptance and liability for all Wire Transfer Requests.

ACH Transactions -The Customer acknowledges that the ACH transaction feature of the Service is an alternate entry system for issuing ACH transaction orders between the Customer and the Bank. A separate ACH Origination Agreement between the Customer and the Bank is required. This ACH Origination Agreement shall govern the acceptance and liability for all ACH Transactions originated by the Customer.

Tax Payments - The Customer acknowledges that the Tax Payments feature of the service is an alternative entry system for issuing EFPTS Tax Payment order between the Customer and the Bank. Current Bank procedures and NACHA rules shall govern such transfers.

8. STOP PAYMENT SERVICES

The Customer acknowledges that the Stop Payment feature of the Services is an alternate entry system for issuing Stop Payment Orders. When utilizing this feature, Customer warrants that the information describing the check or draft, including the check or scheduled transfer date, its exact amount, the check number and payee, is correct. Customer acknowledges that the exact amount of the check or draft is required, and if the incorrect amount or any other incorrect information is provided, the Bank will not be responsible for failing to stop payment on the item. Customer agrees that the Stop Order must be received by the Bank within a reasonable time for the Bank to act on the order prior to final payment of the check, or if an ACH/EFT transfer, at least three (3) business days preceding the scheduled date of the pre-authorized ACH/EFT. A Stop Payment Order received by the Bank using this service will be accepted as if it were in written form, will be effective for six (6) months only, and will expire automatically at that time, without further notice, unless specifically renewed prior to expiration.

9. AVAILABILITY OF SERVICES

The services will generally be available 24 hours a day, 7 days a week. However, we only process transactions and update information on business days. For purposes of this agreement, business days are Monday through Friday excluding Bank holidays. Each transaction request made on a non-business day or after the cut-off time for each business day will be processed on the next business day.

10. MISCELLANEOUS

a. This Agreement, together with addendums, schedules, other written agreements and applicable Bank rules and regulations represents the entire understanding of the parties. If any option of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.

b. Customer agrees not to sublicense, assign or transfer this license or the Service except as expressly provided in this Agreement.

This Agreement is governed by the Laws of the State of Ohio (except where Federal law governs the copyrights and trademarks of Fiserv and the successors it assigns). It may not be amended or modified except by a written instrument signed by both the Customer and the Bank

c. We may change the terms of this Agreement without prior notice to you at any time except as required by law, rule or regulation. You agree to be bound by the terms of this Agreement as amended from time to time and posted on our Website, sent to you by email or mailed to your address on record.


Frequently Asked Questions (FAQ)

Do my accounts qualify for protection under Reg. E?

Reg. E only provides coverage for consumer/sole proprietorship accounts. Reg. E does not provide coverage for business accounts therefore the business may be liable for losses.

Will the bank ever contact me and request my online banking credentials?

While the bank may call or e-mail you from time to time, the bank does not make unsolicited calls or e-mails requesting your online banking credentials. If you call the bank for assistance with your online account, you may be asked for identifying information that may include your online banking User Name before information will be given on the account.

I'm concerned about online safety, are there other things I can do at my business to help protect my accounts online?

Yes, there are a variety of things you can do as a business owner to help protect your account information. Among those to consider:

Educate your employees on common fraud schemes including the dangers of opening emails and attachments from unknown sources, phishing emails, and the possibility of malware being installed on business computers from visiting various websites.
Use real-time up-to-date anti-virus, anti-spyware, firewalls and other pro-active protection software.
Consider segregating duties for transfer of funds - one employee enters the request, a second approves the transfer from a different computer
Monitor and reconcile your accounts daily and report any suspicious activity
If possible, do not use the same PC for online banking and web surfing or email

Who can I contact at the bank if I have questions?

You may contact the Communication Center with questions about your online banking or online bill pay Monday through Friday from 8:00 a.m. until 5:00 p.m. and Saturday from 8:00 a.m. until Noon. If you would like to add capabilities such as ACH, wire transfer or Online Bill Pay for your business, contact the Treasury Management Department. You may call your local Union Bank office or call us toll-free at 1-800-837-111 to reach the Communication Center or the Treasury Management Department.