In this agreement, "we", "us" and "our" means Flatirons Bank and "you" and "your" means to each person or business entity who is authorized on this agreement. This agreement states the terms and conditions that apply when you use Flatirons Bank's Online Banking service. These terms and conditions are in addition to those that apply to any accounts you have with us or any other services you obtain from us. You must also follow all of our instructions and procedures applicable to the services covered by this agreement.
To access our Online Banking service, you must use the user ID and other means of access we establish or provide for your Online Banking Customer Account, together with your own unique password. Your username and password are confidential and may not be shared with any other party. Release of this information will permit full access to your accounts, including but not limited to account numbers, account activity, check images on your accounts, any personal information retained by the Bank, and the ability to transfer and/or wire funds to/from your account(s).
Online Banking allows you or someone you have authorized by giving them your Online Banking username and password or other means of access (even if that person exceeds your authority) to use the following services listed below.
You, or someone you have authorized by giving them your Online Banking user ID and password or other means of access (even if that person exceeds your authority), can instruct us to perform the following transactions:
A "Qualifying Account" is an account of which you are either an owner or an authorized signer designated to conduct transactions on the owner's behalf. The Bank undertakes no obligation to monitor transactions to determine that they are executed on the owner's behalf. Any account information regarding Qualifying Accounts at other financial institutions cannot be accessed through the Online Banking service. The Service requires approval by the Bank and additional documentation may also be required.
For security purposes, transfers between Qualifying Accounts between the Bank and other financial institutions are limited to $5,000 per day. This amount is subject to change at any time, and exceptions may be made at the sole discretion of the Bank, provided, however, that an exception in one instance shall not be construed as a modification of a limit or as obligating the Bank to make any future or other exception. If desired, a different limit amount may be requested but is not guaranteed and is subject to approval by the Bank in its sole discretion.
You must have sufficient available funds or credit in any account from which you instruct us to make a payment or transfer. If any of your Qualifying Accounts are money market savings accounts, certain types of withdrawals from those Accounts, including payments and transfers (by phone or computer), are limited to a total of no more than six (6) in any monthly statement period. The types of withdrawals covered by this limitation are those made by means of pre-authorized or automatic transfers and payments, telephone transfers or internet transfers. The limitation also includes withdrawals made by check, draft, debit card purchases, or similar order payable to third parties. You also agree to the "Deposit Account Agreement and Disclosure" that you received when you opened your deposit account. In addition, we reserve the right, at our discretion, to suspend or deny use of any online banking service and to impose transactional or other limits on the use thereof.
When your Online Banking Customer Account is linked to one or more joint Qualifying Accounts, the Bank may act on the verbal, written, or electronic instructions of any Authorized User. Joint Qualifying Accounts using the same Online Banking user ID will be identified as one service.
If we do not complete a payment or transfer on time or in the correct amount according to our agreement with you, we will be liable for your losses only to the extent of the amount of payment or transfer that should have occurred, if we are unable to resolve the problem. However, there are exceptions. WE WILL NOT BE LIABLE:
Our Online Banking service is generally available 24 hours a day, 7 days a week. However, we only process transactions and update information on business days. Our business days are Monday through Friday. Transfers between Flatirons Bank accounts made after 4:00 p.m. MST will be processed on the next business day. Banking holidays are not included.
Our Online Banking service allows you to enroll to use the optional mobile banking services, including Mobile Web, Mobile Applications, and Mobile Remote Deposit Capture ("MRDC"), if you have an approved Mobile Device (as defined below). These services allow you to conduct certain banking functions through the use of your approved Mobile Device. Mobile Banking is part of our Online Banking service and is available only to individuals that are already enrolled in our Online Banking service.
When used in 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 Mobile Banking applications permitted by us ("Mobile Applications") 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, such as the Wireless Application Protocol through the use of the web site ("Mobile Web"). We reserve the right to change the Mobile Banking Applications, Mobile Web, and other protocols that we allow for Mobile Banking at any time without prior notice.
To access Mobile Banking services and functions, your Mobile Device must be Internet enabled and connected to the Internet through your mobile communications service provider; must be enabled to receive and transmit data; and must include mobile browser and texting functionality. To receive any Mobile Banking service, you must also be enrolled in the Online Banking service and in Mobile Banking. Enrollment requires identification of your banking relationship with Flatirons Bank to Flatirons Bank's third party Mobile Banking service provider(s). By enrolling in Mobile Banking, you agree to the terms and conditions contained in this Agreement with respect to Mobile Banking and you authorize Flatirons Bank and/or its third-party service providers to provide Mobile Banking to you on the terms and conditions set forth in this Agreement.
When you access Mobile Banking with your Mobile Device, you will see a menu of available Mobile Banking functions (e.g., access to account information; view balances; view or search for transactions; locate branches; execute specific types of internal or external funds transfers; etc.). You will have the ability to contact Flatirons Bank via the "Call Us" feature in the applicable Mobile Banking Application. 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 this Agreement or available at the Online Banking service website are available with Mobile Banking. All terms and conditions in this Agreement or on the Online Banking service's website that limit or govern your use of Online Banking functions will also limit and govern your use of those functions through Mobile Banking. You accept full responsibility for ensuring that you understand how to use the Mobile Banking service before you do so and that you always use the Mobile Banking service in accordance with the instructions that we post on the Flatirons Bank website. You also accept full responsibility for understanding how to properly use your Mobile Device and the Mobile Application. We may change or upgrade components of Mobile Banking from time to time. You are responsible for making sure that you understand how to use Mobile Banking as modified. Flatirons Bank is not liable to you for your failure to properly use Mobile Banking or your Mobile Devices or for any losses or damaged caused by such failure.
We will use reasonable efforts to make Mobile Banking available for your use on a continuous basis. We do not guarantee functionality of Mobile Banking (or any Mobile Banking Applications) on all Mobile Devices, on all communications networks, in all geographic regions, or at all times. You understand and agree that Mobile Banking may not be accessible or may have limited utility over some mobile networks, such as while roaming. Mobile Banking is not certified to operate for end users trying to access it while outside the United States. Mobile Banking 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 Mobile Banking may be interrupted because of conditions beyond our control, including because of outages in Internet availability. We will use commercially reasonable efforts to re-establish Mobile Banking in those instances, but we do not promise the Mobile Banking 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 endeavor to provide you with reasonable notice but will not be required to do so. 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, or your inability to access Mobile Banking or to execute Mobile Banking functions.
Currently, we charge no fees to enroll in or use any Mobile Banking service. 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 all or any individual Mobile Banking service after sending you prior notice.
You are responsible for providing your own Mobile Device that supports the Mobile Applications. Mobile Banking users may be required to download, install and use certain applications, 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 Applications, please follow the instructions found in the Mobile Settings page of the Online Banking site. 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, including, without limitation, downloading Mobile Banking Applications and sending or receiving 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 (i) your mobile communications service provider agreement, or (ii) 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.
In connection with your use of Mobile Applications, 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) require your agreement to certain license rights arrangements and/or end-user agreements set forth in this Agreement. By enrolling in portions of Mobile Banking relating to those software systems and programs, and by downloading and installing Mobile Applications, you will evidence your acceptance of the terms and conditions of such license. We may also condition your use of Mobile Applications upon you affirming such license by the use of "I Accept" dialogue box acknowledgements, or by other affirmative or use-based acknowledgement and agreement systems.
You are hereby granted a personal, limited, non-transferrable, non-excusive, non-sublicenseable, revocable and non-assignable license ("License") to download, install and use the Mobile Application on your Mobile Device within the United States and its territories. In the event that you obtain a new Mobile Device, you will be required to download the Mobile Application software and the act of downloading will constitute your entering into of a new License agreement for that Mobile Device. This License is at all times subject to your compliance with the terms and conditions of this Agreement and the other agreements between you and Flatirons Bank.
You may cancel the Mobile Application service by either deleting the Mobile Application from all Mobile Devices in which the Mobile Application has been installed or un-enrolling within Online Banking. To re-enroll, you will have to start the enrollment process from the beginning of the process.
We shall revoke this License immediately upon (i) your termination of the Mobile Banking services in accordance with this Agreement; (ii) your deletion of the Mobile Application from your Mobile Device; (iii) your noncompliance with this Agreement or relevant terms of any of the other agreements between you and Flatirons Bank; or (iv) at any time, with or without notice, with or without cause. Upon revocation or other termination of this License, you agree to immediately delete the Mobile Application from your Mobile Devices if you have not already done so. Flatirons Bank and/or its licensors, as applicable, reserve and retain all right, title, and interest in the Mobile Applications not granted to you in this Agreement, including, without limitation, all patent rights, copyrights, trademarks and trade secrets. This License entitles you to use the Mobile Applications solely in conjunction with Mobile Banking services and your Mobile Device and for no other reason. You may not sublicense the Mobile Applications to anyone. You agree that you will not (i) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Mobile Applications or any part of the Mobile Banking services; (ii) copy or reproduce all or any part of the Mobile Applications or the Mobile Banking services; or (iii) interfere or attempt to interfere with the operation of the Mobile Banking services or the Mobile Applications. The Mobile Applications do not include all operating systems or other software or applications that may be required to operate the Mobile Applications. You are solely responsible for licensing such third party software, at your own cost and expense. You understand and agree that the Mobile Applications contain trade secrets and other proprietary and confidential information and that you will make commercially reasonable efforts to protect and maintain the confidentiality of such information. You agree that you will not (i) print, copy or duplicate any portion of the Mobile Applications; (ii) alter, remove or conceal any copyright notices on the Mobile Applications; or (iii) make the Mobile Applications available to anyone except your agents for purposes specifically related to your authorized use (and in that case, subject to such agents' agreement to comply with the restrictions herein). You may not use the Mobile Applications for any purpose other than your personal use. You agree to comply with all procedures and requirements of Flatirons Bank in connection with your use of the Mobile Applications.
We and our service providers (including without limitation third-party providers of Mobile Applications) reserve all rights in and to the Mobile Applications not expressly granted to you in this Agreement. If you obtain a different Mobile Device, you will be required to download and install Mobile Banking Applications 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 License or this Agreement terminates for any reason. We reserve the right to change, add to or terminate services with our third-party Mobile Banking application providers, to substitute different Mobile Banking application providers, and to enter into or arrange for the provision of Mobile Banking applications by other licensors and third-parties.
Our Mobile Remote Deposit Capture Service ("MRDC") is designed to allow you to make deposits of checks ("original checks") to Qualifying Accounts from home or other remote locations by scanning the original checks and transmitting the digital images and associated deposit information ("images") to the Bank with a mobile device. (In this Section, the term "Check" shall refer to the original paper check, or the image of such paper item that you transmit to us, as the context requires.) MRDC will be available through the Mobile Application after the Online Banking service is set up.
The standard mobile deposit is limited in amount to $10,000 per check. This amount is subject to change at any time, and exceptions may be made at the sole discretion of Flatirons Bank; provided, however, that an exception in one instance shall not be construed as a modification of a limit or as obligating the Bank to make any future or other exception. If desired, a different limit amount may be requested but is not guaranteed and is subject to approval by the Bank in its sole discretion.
MRDC is free to all Personal and Business Account holders holding any checking, savings, and money market accounts. MRDC is not available for Certificates of Deposits or Individual Retirement Accounts.
You agree to scan and deposit only "checks" as that term is defined in Federal Reserve Regulation CC ("Reg CC"). You agree that the image of the check transmitted to Flatirons Bank shall be deemed an "item" within the meaning of Article 4 of the Uniform Commercial Code as adopted in Colorado. You agree not to use MRDC Capture to deposit any of the following, which shall be considered "ineligible items":
Our processing of any of the Checks described above shall not obligate us to continue the MRDC service, and we reserve the right, at our discretion, to suspend or deny the use of MRDC with or without cause or prior notice. If you process a previously truncated and reconverted substitute check through MRDC, you will ensure that the identification of previous truncating and reconverting banks are preserved and that the substitute check meets the requirement for legal equivalency under Reg. CC. We reserve the right to refuse any Check for deposit, with or without cause.
By enrolling in or using MRDC, you agree to: (a) follow our service instructions expressed within the Mobile Application for capturing and transmitting check images to us, as required by the image quality standards determined by us in our sole discretion, including, without limitation, image quality standards established by the American National Standards Institute, the Board of Governors of the Federal Reserve, and any other regulatory agency, clearing house, or association; (b) scan and deposit only eligible items described in subsection (C) of this Section; (c) properly endorse and additionally print "FOR DEPOSIT ONLY TO FLATIRONS BANK" on all deposited Checks; (d) view each Check as it is scanned to ensure that the check images (front and back) have been captured properly; and (e) follow any and all other procedures and instructions for use of the Online Banking services as Flatirons Banks may establish from time to time. Each image must provide all information on the front and back of the Check at the time presented to you by the drawer, including, but not limited to, information about the drawer, MICR information, signature(s), any required identification, and any endorsements applied to the back of the original Check. You will be liable for any loss that Flatirons Bank incurs from a delay or processing error resulting from an irregular endorsement or other markings by you. You agree to retain all information about your imaging of Checks and transmittal of check images for no less than seven (7) days. In the event of lost, mistaken, incomplete or unusable Checks or images, or in the event of claims of fraud, alteration, counterfeit, or otherwise, you agree to cooperate fully with us in providing relevant information, including access to such records and, without cost, any originals or copies of items deposited through MRDC in your possession.
It is your responsibility to exercise the highest possible degree of care and security for any original Checks in your possession. You agree that you will not attempt, directly or indirectly, to negotiate, deliver, transfer, or deposit any original Check (or copies of such Check, whether in paper or electronic form) more than once, whether with us and/or with any other financial institutions.
You represent and warrant to Flatirons Banks that you will comply with the terms and conditions of this Agreement and with all applicable laws, regulations and rules, and that with respect to each Check: (a) you have the legal right to accept the Check for deposit and negotiation; (b) the Check images that you transmit meet the image quality standards of the Bank and accurately represent all of the information on the front and back of the original Check, including but not limited to all endorsements, at the time of transmission; (c) you have not taken any action that would obscure, alter, or impair the capture or transmission of information on the front or back of the Check or that otherwise may prevent us or another institution from capturing or processing such information appropriately; (d) the image of the Check as transmitted contains all endorsements applied by parties that previously handled the Check in any form or forward collection or return; (e) you will only transmit eligible items as described in subsection (C); (f) you will not transmit duplicate items; (g) you will not deposit or represent the original item; (h) all information that you provide to the Bank is accurate and true; (i) the Check is not a counterfeit item; (j) all files and images transmitted to the Bank will contain no viruses or other disabling features that may have an adverse impact on the Bank's network, data, or related systems; (k) you make all warranties that would otherwise apply to the Check if it had been a paper item deposited with us; and (l) you make all encoding, transfer, presentment, and other representations and warranties that the Bank (or any correspondent bank that the Bank uses) provides, or is deemed to provide, to others (i.e., as a reconverting bank) pursuant to applicable law, regulation or clearinghouse rule.
The MRDC Service may be used to transmit Check information twenty-four (24) hours a day, seven (7) days a week, except when MRDC is unavailable due to necessary maintenance, system outages, or other causes. Deposit information received on or after the 4:00pm MST cutoff time or on other than a Business Day may be deemed received by us as of the next Business Day. We are not responsible for the unavailability of the service or any damages that may result from its unavailability. If the MRDC service is not available for any reason or a Check cannot be processed by means of the MRDC service, you may deposit your Checks directly at any of our branches during normal operation hours or through our ATMs or by mailing the original check to: Flatirons Bank, 1095 Canyon Blvd., Suite 100, Boulder, CO 80302.
If your Check information is incomplete or cannot be processed by us for any reason, we may reject the Check for deposit, notwithstanding any transmission confirmation that you receive, and may charge the amount back against any provisional credit to your account. We may notify you by email if we are unable to process a deposit made through MRDC.
If a Check or substitute Check is returned unpaid to us for any reason, we may return it to you in the form of a substitute check. If you decide to redeposit the returned item, you may only redeposit the substitute Check; you may not deposit the original Check. If the drawee of a Check or another third party makes a claim against us or seeks a recredit with respect to any Check processed through MRDC, we may provisionally freeze or hold aside a like amount in your account pending our investigation and resolution of the claim.
In addition to the other indemnification requirements set forth in this Agreement, you agree to indemnify, defend, and hold us and our affiliated companies harmless from and against any and all actions, proceedings, liabilities, losses, costs, attorney fees, and claims (including but not limited to warranty claims) that result from or arise in connection with: (a) any misuse of the MRDC service by you, your employees, or agents; (b) your breach of this Agreement (including but not limited to any covenant, representation, or warranty); (c) actions by third parties (such as the introduction of a virus) that delay, alter, or corrupt the transmission of Check images to us; or (d) any claim by a recipient of a substitute Check (or a Check in an electronic form) upon which the recipient incurred a loss due to: (i) the receipt of the substitute Check (or a Check in an electronic form) instead of the original Check, or (ii) multiple payments with respect to the same original Check, based on any combination of the original Check, the substitute Check, and/or a paper or electronic copy of either. This Section shall survive the termination of this Agreement.
It is your responsibility to adopt and maintain commercially reasonable security procedures in connection with the storage and destruction of original Checks and any copies of such Checks. You should retain the original paper checks for only that amount of time (but no fewer than seven (7) days) that you deem necessary, based on: (a) the risk of fraudulent duplicate presentments of the original Check or any paper or electronic copy thereof; (b) your personal needs; and (c) potential claims by recipients of substitute Checks (or Checks in an electronic form) that they incurred a loss due to the receipt of a substitute Check (or Check in an electronic form) instead of the original paper Check. After the end of your retention period, you agree to destroy (by shredding) the original Checks.
The Bank may contract with third party service providers or other parties ("Service Providers") with respect to one or more of the Online Banking services or the provision of an Online Banking service or parts thereof. To the extent applicable to you or made known to you, you agree to comply with the requirements of the contracts between the Bank and any of its Service Providers relative to the Online Banking services. The Bank may, from time to time, refer you to Service Providers for the provision of products or services not offered by the Bank. You acknowledge and agree that such Service Providers are not affiliated with or endorsed by the Bank. You further agree that the Bank does not guarantee such products or services and is not liable for the actions or inactions of any such Service Providers.
You acknowledge and agree that the Bank and/or the Bank's Service Providers own all rights in and to the Online Banking services. You are permitted to use the Online Banking service only as expressly authorized by this Agreement. You may not copy, reproduce, distribute, or create derivative works, reverse-engineer or reverse-compile the Online Banking services or any of the Bank's and/or the Bank's Service Provider's services or technologies.
Either party may terminate this Agreement as to some or all of the Service, with or without cause, by giving ten (10) days prior written notice to the other party. We may suspend or terminate any Service or this Agreement immediately and without prior notice if: (a) you breach any agreement with us; (b) the confidentiality of any access device or password is compromised or we have reason to believe that there has been any other breach in the security of the Service; (c) we have reason to believe that an unauthorized or fraudulent transaction has taken or may take place involving any of your accounts or any of the Service; (d) you become insolvent or the subject of a bankruptcy, receivership, or dissolution proceeding; (e) we are uncertain as to any person's authority to give us instructions regarding your accounts or the Service. The termination of this Agreement will not affect the rights or obligations of the parties that arise prior to termination (e.g., the indemnification and record retention requirements); or (f) if we identify possible fraudulent or inappropriate activity or use of any Service by you or any other person. You remain liable for any fees or items paid thereafter. Termination of this Agreement will not affect any obligations or rights of either party which accrued prior to termination. The provisions of Sections entitled "Limitations on Bank Liability" and "Miscellaneous", a party's indemnification obligations hereunder, and the other respective obligations of the Bank and the Client, which by their nature would continue beyond the termination of this Agreement, shall survive termination of this Agreement.
Bank may amend any of the terms or conditions of this Agreement by giving written notice to the Client not less than thirty (30) days prior to the effective date of change. If you use any of the Services after the effective date of change, you indicate your agreement to the changes and/or amendments. If you do not accept and agree to the changes and/or amendments to this Agreement, you will not be entitled to use the Services affected by the changes/amendments.
In the event of a conflict between the terms and conditions of this Agreement and any amendment or addenda hereto, and any other Bank service agreements(s), the amendment, addenda, or other service agreements(s) shall control.
In the event that the Bank must enforce the provisions of this Agreement, the Bank may recover the costs of enforcement, including reasonable attorney fees. Bank must maintain the private nature of the financial information contained on the Service for the protection of its clients. In the event of any breach of security or unauthorized access to any part of the Service by the Client or its employees or anyone to whom the Client made its password available, the Bank may obtain an injunction from a Court of competent jurisdiction, restraining further misuse of the Service.
All notices required by this Agreement shall be in writing and shall be delivered or mailed to the other party at the address specified by the parties.
This Agreement, together with any attached amendments or addendums, constitutes the entire agreement between the Parties with respect to the provisions of the Online Banking Service.
This Agreement shall be governed under the laws of the State of Colorado.
The Bank shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank. No delay or omission on the part of the Bank in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.