Small Business Direct Services Agreement

This Agreement is intended to be interpreted in accordance with its plain English meaning. Except where otherwise indicated, capitalized terms are used in accordance with the definitions set out in the Canadian Code of Practice for Consumer Debit Card Services. Any defined term used in this Agreement, defined in the singular, is deemed to include the plural and vice versa.

“Access Terminal” means any device used to access any of Your Accounts, including without limitation an ATM, a computer, a portable hand-held device, or a telephone, including any form of mobile telephone or Mobile Device.

“Account” means any of Your accounts or subaccounts (if applicable) that You may have now or in the future at the Financial Institution.

“Account Agreement” means the agreements for the operation of the Account.

“ATM” means an automated teller machine.

“Biller” means a person who uses the EDP Services to deliver bills and invoices to their customers electronically.

“Central 1” means Central 1 Credit Union.

“Contaminant” means a computer virus, worm, lock, mole, time bomb, Trojan horse, rootkit, spyware, keystroke logger, or any other malicious code or instruction that may modify, delete, damage, disable, or disrupt the operation of any computer software or hardware.

“Debit Card” means a card issued by Us that allows the holder of the card to deposit cash and Instruments or withdraw cash from the Account through an ATM, authorize Transactions on the Account through an ATM, and that operates like an Instrument to purchase goods and services from Merchants or that can be used with Mobile Payment Services for Small Business. A virtual Debit Card is the electronic equivalent of a Debit Card when used with Mobile Payment Services for Small Business. All references to “Debit Card” in this Agreement include a virtual Debit Card registered for use with the Mobile Payment Services for Small Business.

“Delegate” means an Initiator Delegate or a Read Only Delegate, as applicable.

“Depositor” or “You” or “Your” means the customer or member of the Financial Institution who holds the Account with the Financial Institution authorized by Us for Direct Services for Small Business or Mobile Payment Services for Small Business.

“Direct Services for Small Business” means the services offered by Us from time to time that let a Signing Officer access the Account using an Access Terminal; that let any Read Only Delegate view the Account using an Access Terminal; and that let any Initiator Delegate or Non Signer view the Account and start Transactions on the Account using an Access Terminal. Direct Services for Small Business include Invoicing Services. However, Direct Services for Small Business do not include card services such as Debit Cards, including those provided by a Third Party.

“EDP Services” means an electronic mail service provided by EPO Inc. (doing business as epost™) that facilitates the delivery of bills and invoices from Billers to their customers using Direct Services for Small Business.

“Eligible Bill” means a bill that is of a class specified by a by-law, a Rule, or a standard made under the Canadian Payments Act, and defined therein as an ‘eligible bill’. For greater certainty, under this Agreement, an Eligible Bill supporting an Official Image, must be a paper-based Instrument, complete and regular on its face, immediately payable to You as payee, and be either a cheque, bank draft, or credit union official cheque, denominated in Canadian Dollars or US Dollars and drawn on a financial institution domiciled in Canada, as and if applicable. For the purposes of this Agreement, third party Instruments that were either delivered to You with the payee in blank or endorsed over to You and post-dated Instruments shall not qualify as Eligible Bills. Further, any Instrument that has been in any way transferred to You from anyone other than the drawer, endorsed over to You, or altered after being drawn shall not qualify as an Eligible Bill.

“External Account” means an Account held at another Canadian financial institution; an Investment Industry Regulatory Organization of Canada registrant; a card issuer; or an entity eligible for membership with Payments Canada, being an account in Your name or on which You have the authority to independently authorize Transactions.

“Financial Institution” or “We” or “Us” or “Our” means the financial institution holding Your Account set out in the Account Agreement.

“Initiator Delegate” means a person authorized by a Signing Officer through Direct Services for Small Business to start Transactions on the Account and to view the Account using an Access Terminal. An Initiator Delegate does not include a Read Only Delegate, a Non Signer, or a Signing Officer.

“Instrument” means a cheque, promissory note, bill of exchange, order for payment, securities, cash, coupon, note, clearing item, credit card slip for processing, other negotiable instrument, or item of deposit or withdrawal of a similar nature and its electronic equivalent, including electronic debit instructions.

“Interac e-Transfer Answer” means the word or phrase created by the sender of a money transfer and used by the recipient to claim the money transfer using Interac e-Transfer Services.

“Interac e-Transfer Contact Information” means the electronic contact information, including without limitation an account number, payment identifier, email address or telephone number, used in sending and receiving of a money transfer using Interac e-Transfer Services.

“Interac e-Transfer Notice” means the electronic notice sent to the recipient of a money transfer, when such money transfer is sent using Interac e-Transfer Services. The Interac e-Transfer Notice may be read by using an Access Terminal.

“Interac e-Transfer Services” means the money transfer service provided by Interac Corp. that facilitates the sending, requesting, and receiving of money transfers (using including without limitation account number, payment identifier, email or telephone number) through Direct Services for Small Business to and from Participating Financial Institutions, and the Interac Corp. payment service.

“Invoicing Services” means the Invoicing Services feature of the Direct Services for Small Business that enables the Depositor, through any Signing Officer, Read Only Delegate, Initiator Delegate, or Non Signer to generate invoices for the Depositor’s customers, send invoices to the Depositor’s customers, update and track the status of invoices and otherwise manage the Depositor’s invoices.

“Merchant” means a person that sells goods or services to You and who receives payment through either Direct Services for Small Business or Mobile Payment Services for Small Business.

“Mobile Device” means a mobile device such as and including a computer, a portable hand-held device, or a telephone, including any form of mobile telephone that is capable of being used in connection with Mobile Payment Services for Small Business.

“Mobile Payment Services for Small Business” means those electronic payment services that can be performed with a Debit Card and PIN or a virtual Debit Card and Passcode using a Mobile Device that allows You to perform Point of Sale Transactions using a Mobile Device.

“Mobile Payment Transaction” means a Transaction made using Mobile Payment Services for Small Business.

“Non Signer” means a person authorized by You through any other channel except through Direct Services for Small Business to start Transactions on the Account and to view the Account using an Access Terminal. A Non Signer does not include an Initiator Delegate, a Read Only Delegate, or a Signing Officer.

“Notification” means a written notice generated by or on behalf of the Financial Institution that provides, to You notice of a pending or completed Transaction or a summary of the balance of the Account, including notices issued by email or SMS text messages to any of Your Contact Info.

“Official Image” means an electronic image of an Eligible Bill, either created in accordance with the provisions of this Agreement or that otherwise complies with the requirements to permit negotiation and clearing of that Eligible Bill in accordance with the by-laws, standards, and Rules of the Canadian Payments Association.

“Online Payment Service” means the online payment service provided by Interac Corp. (doing business as INTERAC Online) that facilitates the sending and receiving of money through Direct Services for Small Business and Interac Corp. to Participating Financial Institutions for the purchase of goods and services from Participating Merchants.

“PAC” means the personal access code or word used with Direct Services for Small Business to access an Account.

“PAD” means a Preauthorized Debit.

“Participating Financial Institution” means a financial institution participating in Interac e-Transfer® Services or Online Payment Services, as the case may be.

“Participating Merchant” means a Merchant that offers the Online Payment Service as an online payment option on the Merchant’s website.

“Passcode” means the numerical code selected by the Debit Card holder to authorize certain Mobile Payment Transactions.

“Payroll Solution Service” means the online payroll solution service for businesses provided by a Third Party Payroll Solution Service provider, PaymentEvolution Corporation, which may be accessed through Direct Services for Small Business, which may include payroll onboarding, administration, accounting, calculation, payment processing, validation, reporting, analytics, and employee self-service.

“PIN” means a secret code intended for the sole use of a cardholder. The PIN is used in conjunction with a Debit Card to confirm the identity of the cardholder and to authorize Debit Card Transactions. If any Access Terminal or Mobile Device is accessible with a biometric substitute for a PIN (such as a fingerprint or iris scan), then in this Agreement, PIN includes such biometric.

“PIW” means the personal identification word used in connection with Remote Instructions.

“POS” means Point of Sale, being an electronic terminal used by cardholders to pay for goods or services at a retail or service outlet.

“POS Transaction” means the use of the Debit Card to conduct a contact Transaction with its associated PIN or a contactless Transaction without the Debit Card’s associated PIN or using a Mobile Device for purposes permitted by Us, including but not limited to: a) the transfer of funds from Your Account to purchase or lease goods or services from a Merchant; b) the transfer of funds from Your Account to obtain a voucher, chit, scrip, token or other thing that may be exchanged for goods, services or money; or c) the transfer of funds into Your Account from an account of a Merchant (e.g., a refund).

“Preauthorized Debit” means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with Your written request.

“Read Only Delegate” means a person authorized by a Signing Officer through Direct Services for Small Business to view the Account using an Access Terminal. A Read Only Delegate does not include an Initiator Delegate, a Non Signer, or a Signing Officer.

“Remote Deposit Service” means the remote deposit capture service provided by Us and Central 1, and accessed through Direct Services for Small Business, that allows You or a Signing Officer, Delegate, or Non Signer, using an Access Terminal and any other means authorized by Us in Our sole discretion from time to time, to create, transmit, and receive to the benefit of the Financial Institution an Official Image for deposit to the Account.

“Remote Instructions” means instructions given to the Financial Institution with respect to the operation of the Account from a remote location, using a computer, a Mobile Device, fax, via the Financial Institution’s online banking system, email, SMS text message transmission, or other remote communication acceptable to the Financial Institution to operate the Account or authorize Transactions and make arrangements with the Financial Institution.

“Retail Direct Services” means the services offered by Us from time to time that let You access the Account using an Access Terminal. However, Retail Direct Services do not include card services such as Debit Cards and debit cards provided by a Third Party.

“Rules” means the regulations, by-laws, rules, and standards of the Canadian Payments Association, also referred to as Payments Canada, or any successor organization thereof, in effect from time to time.

“The Services” means, when used in this Agreement, Direct Services for Small Business and Mobile Payment Services for Small Business, without differentiation.

“Signing Officer” means any person authorized by You (or in the case of an unincorporated association, by the association) through any other channel except through Direct Services for Small Business, to sign Instruments or provide other orders for payments of money (either alone or with another person) on the Account, or to provide Remote Instructions or authorize other Transactions on the Account and for whom notice of such authorization has been given to the Financial Institution. A Signing Officer does not include an Initiator Delegate, a Read Only Delegate, or a Non Signer.

“Small Business” means any customer or member of the Financial Institution carrying on commercial activity through their Account with the Financial Institution, including, but not limited to, a sole proprietorship, partnership, corporation, society, holding corporation, joint venture, association, or other business organization.

“Third Party” means any person, firm, corporation, association, organization, government agency, regulatory body, or entity other than the Financial Institution or Central 1.

“Transaction” means any transaction processed to or from the Account.

“Transaction Record” means a paper Transaction record dispensed mechanically, or written notification generated by or on behalf of Us, or notice of a pending or completed Transaction or a summary of the balance of Your Account, including notifications issued by email or SMS text message to You or available as an Account Statement or balance of Account when You use a Mobile Device or other Access Terminal.

“Upgrade” means the process whereby You as a customer of the Financial Institution, are irrevocably transitioned from Retail Direct Services to Direct Services for Small Business as set out in article 3, Upgrading, of this Agreement.

“Wrongful Activity” means any use or attempted use of the Interac e-Transfer Services by You, a Signing Officer or a Third Party, acting alone or in concert, that is fraudulent, unauthorized, made in bad faith or otherwise improper, whether for financial gain or otherwise.

“Your Contact Info” means any of the contact information, including, without limitation, postal address, email address, fax number, or telephone number provided by You and accepted by Us, through which the Financial Institution can give You written notice.

You agree that We may collect, use, and disclose Your and each Signing Officer’s, Delegate’s, and Non Signer’s personal information in order to provide financial services and products to You, to verify or determine Your identity and each Signing Officer’s, Delegate’s, or Non Signer’s identity, and to comply with legal and regulatory requirements, all in accordance with this Agreement and the privacy policies of the Financial Institution. We may obtain, collect, use, and release confidential Depositor information as permitted or required by law or in a court proceeding or with Your consent or as necessary to process Transactions.

You may request an Upgrade. For purposes of an Upgrade request, each individual who constitutes the Depositor under the agreement for Retail Direct Services is considered a required Signing Officer for purposes of acceptance of the Upgrade, and You agree to ensure that each such individual agrees to the Upgrade and accepts the terms of this Agreement before initiating the Upgrade request. Implementation of an Upgrade is subject to the approval of the Financial Institution.

We may rely on Your Upgrade request when evidenced by a single Signing Officer and treat such Upgrade request as binding on You. If We then implement the Upgrade, this Agreement is deemed to be accepted by and binding on You. If multiple individuals constitute the Depositor, this Agreement will be deemed provisionally accepted until all individuals who constitute the Depositor under the agreement for Retail Direct Services provide evidence of their acceptance of this Agreement to the Financial Institution (“Provisionally Accepted”). You agree to ensure that all such individuals provide timely evidence of their acceptance of this Agreement to Us.

While this Agreement is Provisionally Accepted, one of the following states will apply:

1. if Transactions under Direct Services for Small Business require two Signing Officers to authorize, a Signing Officer who has provided evidence of acceptance of this Agreement can view the Account using an Access Terminal, but cannot use Direct Services for Small Business as set out in this Agreement until at least one other required Signing Officer has evidenced their acceptance of this Agreement to Us; or
2. if Transactions under Direct Services for Small Business require one Signing Officer to authorize, a Signing Officer who has provided evidence of acceptance of this Agreement can use Direct Services for Small Business as set out in this Agreement.

When evidence of this Agreement being accepted by the required number of Signing Officers has been provided to Us, this Agreement will no longer be Provisionally Accepted, the Upgrade will be complete, and this article 3, Upgrading, will no longer apply. We may, in Our sole discretion, revert to the pre-Upgrade status if evidence of acceptance of this Agreement by all required Signing Officers is not provided in a timely manner as required.

You may use or authorize the use of The Services to access any permitted Account and to authorize such Transactions as may be permitted by Us from time to time, commencing upon the day this Agreement is accepted by You and Your request for The Services is approved by Us. You may authorize the use of The Services for a Non Signer to access the Account and to start such Transactions as may be permitted by Us from time to time. We may, from time to time, add to or delete from the types of use permitted and services offered.

In connection with The Services, You agree, and shall ensure that each Signing Officer agrees, to provide true, accurate, current, and complete information about You, the Account, and any External Account when required by Us. Further, You agree, and shall ensure that each Signing Officer agrees, to notify Us of any changes to such information within a reasonable period of time.

In this Agreement, Your responsibilities to Us are to be performed by a Signing Officer and his or her Delegates. You authorize each Signing Officer to use The Services and to appoint Delegates. A Signing Officer can authorize a person to act as his or her Delegate on the Account through The Services only. If appointed, the Delegate must be specifically authorized as either a Read Only Delegate or an Initiator Delegate.

You acknowledge that We disclaim liability and are not responsible for the actions or omissions of Signing Officers, Non Signers, and Delegates, or for determining the adequacy of their authority, and that it is Your exclusive obligation to verify the identity of each such person at the time of his or her appointment by You.

Further, You acknowledge that We disclaim liability and are not responsible to maintain in Our records any identifying information on each Delegate and that You are solely responsible for ensuring that each Delegate has access to the Account.

You acknowledge that Delegates and Non Signers have no rights to authorize Transactions on the Account.

A Delegate or a Non Signer can request through The Services that We cease printing or mailing statements of the Account to You.

All Transactions started by an Initiator Delegate must have the authorization of a Signing Officer before being completed.

All Transactions started by a Non Signer must have the authorization of a Signing Officer before being completed.

At Our request, You must provide full and current particulars of the identities of any and all Signing Officers, Delegates, and Non Signers who have any rights of access to any Accounts pursuant to The Services.

You will pay fees incurred on the Account, including, without limitation, fees imposed by a Third Party through Your initiation of a Transaction. You will pay the service charges that We establish from time to time for The Services, including, without limitation, service charges for providing records regarding You that We are legally required to provide. You acknowledge receipt of a schedule of Our charges for The Services in effect at the time of acceptance of this Agreement. We may, from time to time, increase or decrease the service charges for The Services and provide notice of such changes by sending a notice to Your Contact Info, by posting notice at Our premises or on the Financial Institution’s website, by personal delivery, or by any other means We, acting reasonably, consider appropriate to bring the change to Your attention. Current service charges for The Services may be obtained by contacting Us or through the Financial Institution’s website. You are responsible for determining the then-current service charges for The Services You request, in advance of using The Services. By requesting The Services, You acknowledge Your agreement to pay service charges for The Services as requested as then in effect. The Financial Institution can deduct such obligations from Your Account (or other Accounts belonging to You with Us) when The Services are requested or performed. New or amended service charges and fees will become effective on the stated effective date following publication, when The Services are requested or performed, or when incurred, and in any event, no later than 30 days after publication by Us.

You acknowledge that the availability of The Services depends on telecommunications systems, computer hardware and software, and other equipment, including equipment belonging to the Financial Institution, Central 1, and Third Parties and that there is no guarantee or obligation to provide continuous or uninterrupted service. The Financial Institution and Central 1 are not liable for any cost, loss, damage, injury, inconvenience, or delay of any nature or kind whatsoever, whether direct, indirect, special, or consequential, that You may suffer in any way arising from non-continuous or interrupted service or the Financial Institution or Central 1 providing or failing to provide The Services, or from the malfunction or failure of telecommunication systems, computer hardware or software, or other equipment, or other technical malfunctions or disturbances for any reason whatsoever, nor are the Financial Institution or Central 1 liable for any lost, incomplete, illegible, misdirected, intercepted, or stolen messages, or failed, incomplete, garbled, or delayed transmissions, or online failures (collectively, “Interruption Claims”), even if You have advised Us of such consequences. You release and agree to hold Us and Central 1 harmless from any and all Interruption Claims.

You acknowledge and agree that:

1. using the PAC, PIW, PIN, or Passcode to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by You or a Signing Officer in person or as otherwise contemplated or permitted by the Account Agreement;
2. You will be bound by each such Transaction; and
3. once the PAC, PIW, PIN, or Passcode has been used to authorize a Transaction, the Transaction cannot be revoked or countermanded.

You irrevocably authorize and direct Us to debit or credit, as the case may be, the amount of any Transaction to the Account, together with any service charges or fees, authorized using the PAC, PIW, PIN, or Passcode, in person by You or a Signing Officer, or as otherwise contemplated or permitted by the Account Agreement, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

We can assign or require You or a Signing Officer to select and use a PAC, PIW, PIN, or Passcode in connection with this Agreement.

You agree, and shall ensure that each Signing Officer agrees, to keep the PIW confidential and will only reveal it to authorized Financial Institution agents or officers when required by Us. You agree, and shall ensure that each Signing Officer agrees, not to record the PIW in any format or medium. You and each Signing Officer can change the PIW at any time. You agree, and shall ensure that each Signing Officer agrees, to change the PIW if and when required by Us. You acknowledge, and shall ensure that each Signing Officer acknowledges, that the PIW must be changed if there is a change in the persons authorized to provide Remote Instructions on the Account.

You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, to keep the PAC, PIN, and Passcode confidential. You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, not to record the PAC, PIN, and Passcode in any format or medium. You and each Delegate, Non Signer and Signing Officer may change the PAC, PIN, and Passcode at any time. You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, to change the PAC, PIN, and Passcode if and when required by Us. You acknowledge, and shall ensure that each Delegate, Non Signer and Signing Officer acknowledges, that the PAC, PIN, and Passcode must be changed if there is a change in the persons authorized to access the Account.

You are responsible for all use of the PAC, PIW, PIN, and Passcode and for all Transactions on the Account authorized using The Services.

You acknowledge that We may, from time to time, implement additional security measures, and You will comply, and shall ensure that each Delegate, Non Signer and Signing Officer complies, with all instructions and procedures issued by Us in respect of such security measures. You are aware, and shall ensure that each Delegate, Non Signer, and Signing Officer is aware, of the risks of unsolicited email, telephone calls, and SMS text message transmissions from persons purporting to be representatives of the Financial Institution. You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through Our banking website or banking app or through Our published contact information as shown on the Financial Institution’s website.

If You or a Signing Officer discloses the PAC, PIW, PIN, or Passcode to a Third Party, and if We become aware of such disclosure, We may, in Our sole discretion, waive the confidentiality requirements described in this article 9, Confidentiality. Notwithstanding any such waiver, You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that You remain responsible for all use of the PAC, PIW, PIN, or Passcode by the Third Party.

You will not select an obvious combination of digits for Your PIN (e.g., address, card number, account number, telephone number, birth date or Social Insurance Number). You understand that the Financial Institution has only disclosed the PIN to You and to no one else, and You will never, under any circumstances, disclose the PIN to any other person. You will not use Your PIN as Your Mobile Device or online access code. You will not keep a written record of the PIN, unless the written record is NOT carried next to the Debit Card and NOT stored on Your Mobile Device and is in a form indecipherable to others. You will ensure that the entry of the PIN is always screened with a hand or body.

You must treat the Passcode used to authorize any Transactions within Mobile Payment Services for Small Business with the same standard of care and confidentiality as Your PIN.

You or a Signing Officer may provide Remote Instructions to any branch of the Financial Institution as permitted by Us, online through the Direct Services for Small Business web portal, or through Our telephone banking service, if any. The Remote Instructions may concern the Account maintained at that branch, or concern other Transactions and arrangements conducted at or with that branch.

The Financial Institution may, but will not be obliged to, act on Remote Instructions received in Your name along with any requisite PAC and PIW, if any, to the same extent as if the Remote Instructions were written instructions delivered to Us by mail and signed by a Signing Officer authorized to operate the Account. Any such Remote Instructions are deemed genuine.

The Financial Institution may, in its sole discretion, acting reasonably, delay acting on or refuse to act on any Remote Instruction.

A Remote Instruction is deemed received by Us only when actually received and brought to the attention of an authorized officer, agent or processor of the Financial Institution capable of acting upon and implementing the Remote Instruction.

Remote Instructions can be transmitted to the Financial Institution at the telephone or fax number or email address provided by Us, or at such other telephone or fax number or email address as We may advise You by notice in writing, or online through the Direct Services for Small Business web portal. Any one Signing Officer may act alone and provide Remote Instructions to the Financial Institution, even if two or more signatures are otherwise required to operate the Account. The Financial Institution, acting reasonably, is entitled to assume that any person identifying himself or herself as a Signing Officer is in fact a Signing Officer, and can rely upon such, and We may act on the Remote Instructions provided by any such person. All Remote Instructions given to the Financial Institution in Your name will bind You.

All Transactions are subject to verification and acceptance by Us and, if not accepted, or if accepted but subsequently determined to be in error or otherwise improper or unauthorized, the Financial Institution may, but is not obliged to, reverse them from the Account. Verification may take place at a date later than the date You authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, ever determines that a credit made to or traced to the Account was made in error or based upon a mistake of fact, or induced through or in any way tainted by fraud or unlawful conduct, We may place a hold on the credit and reverse the credit and any applicable interest.

Whether a Transaction Record is issued or not, it is Your responsibility to verify that all Transactions have been properly executed by checking the periodic statement or passbook entries itemizing Transactions and reviewing Your Transaction Records. In the absence of evidence to the contrary, Our records are conclusive for all purposes, including litigation, in respect of any instructions given by You to Us through the use of the Debit Card; the contents of any envelope deposited into Your Account at an ATM; the making of a withdrawal, deposit or transfer through the use of the Debit Card; and any other matter or thing relating to the state of accounts between You and Us. Our records of all Transactions will be deemed to be correct and will be conclusive and binding on You. All Transactions will appear on the regular statements of account for the Account.

If You believe or suspect that the records of the Financial Institution contain an error or omission, or reflect unauthorized Account activity, You must give immediate written notice to Us, and in any event, must do so within the shorter of the time provided in the Account Agreement or 45 days from the date of the Transaction.

A copy of any fax or email message or other Remote Instructions or the Financial Institution’s notes of any Remote Instructions given by telephone may be entered into evidence in any court proceedings as if it were an original document signed by or on behalf of You. You will not object to the admission of the Financial Institution’s or Central 1’s records as evidence in any legal proceeding on the grounds that such records are not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer, and all such records will be conclusive evidence of the Remote Instructions in the absence of documentary recorded evidence to the contrary.

If the Financial Institution makes an error or omission in recording or processing any Transaction, the Financial Institution is only liable for the amount of the error or omission if You have not caused or contributed to the error or omission in any way, have complied with this Agreement and the Account Agreement, and have given written notice to Us within the time provided in the Account Agreement, and to the extent the liability is not otherwise excluded by this Agreement or the Account Agreement.

If You have given such notice, the Financial Institution’s maximum liability is limited to the amount of the error or omission. In no event will We be liable for any delay, inconvenience, cost, loss, or damage (whether direct, indirect, special, exemplary, or consequential) whatsoever caused by, or arising from, any such error or omission.

We are not responsible for any loss or damage suffered or incurred by You except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case We will not be liable for any indirect, special, consequential, or exemplary damages (including, but not limited to, loss of profits) regardless of the cause of action and even if We have been advised of the possibility of such damages. In no event will We be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by You that is caused by:

1. the actions of, or any failure to act by, You, a Signing Officer, or any Third Party (and no Third Party will be considered to be acting as an agent for Us unless expressly authorized to do so for that purpose);
2. the inaccuracies in, or inadequacies of, any information furnished by You to Us, including, but not limited to any failed, duplicative, or erroneous transmission of Remote Instructions;
3. the failure by Us to perform or fulfill any of Our obligations to You due to any cause beyond Our control; or
4. forged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions.

Except for loss caused exclusively by Our gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, You assume all risk of loss due to the use of The Services, including, without limitation, the risk of Third Party fraud and internal fraud of the Depositor. You further agree that You will notify Us immediately:

1. of any suspected or actual misuse or unauthorized use of the PAC, PIW, PIN, or Passcode;
2. if the PAC, PIW, PIN, or Passcode becomes known to anyone other than You; or
3. if You receive Notification of any Transaction affecting the Account that alerts You of Account activity that was not authorized by You.

You will change the PAC, PIW, PIN, or Passcode if either of the notification requirements above in a) or b) arises.

You acknowledge that You are responsible for all use made of the PAC, PIW, PIN, or Passcode and that We are not liable for Your failure to comply with any part of this Agreement. You are liable for all authorized and unauthorized use, including all Transactions. You are also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, You expressly acknowledge and agree that You shall be bound by and liable for any use of the PAC, PIW, PIN, or Passcode by a member of Your or a Signing Officer’s, Delegate’s, or Non Signer’s household whether authorized by You or not.

You acknowledge that You are liable for all transfers authorized by any Signing Officer to linked accounts. You bear all risk for all such Transactions.

Where You know of facts that give rise or ought to give rise to suspicion that any Transactions, instructions in respect of the Account, or Instruments deposited to the Account are fraudulent, unauthorized, counterfeit, or induced through or in any way tainted by fraud or unlawful conduct, or otherwise likely to be returned to Us or found invalid for any reason, You have a duty to make reasonable inquiries of proper parties into such Transactions, instructions, or Instruments, as the case may be, to determine whether they are valid authorized Transactions, instructions, or Instruments, as the case may be, before negotiating or, alternatively, accessing any funds derived from such Transactions, instructions, or Instruments, and to disclose to the Financial Institution Your suspicion and the facts upon which Your suspicion is based (“Suspicious Circumstances”).

The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by You, but We do not owe You any obligation to undertake Our own investigation of Suspicious Circumstances. The Financial Institution may place a hold on all or some of Your Accounts pending investigation of any improper use of any Account. Any hold imposed by Us pursuant to any of the terms of this Agreement, or investigation undertaken by Us, is imposed or undertaken by Us at Our sole discretion and for the Financial Institution’s sole benefit.

Release of a hold by Us is not a confirmation that a Transaction, instruction, or Instrument is in fact good or cleared or not subject to chargeback and may not be relied upon as such by You. If to Our satisfaction any improper use is established, We can withdraw or suspend The Services and operation of the Account without notice.

Subject to the provisions of this Agreement and the Account Agreement:

1. if You and each Signing Officer did not reveal the PAC, PIW, PIN, or Passcode to any other person, other than authorized Financial Institution agents or officers when required by Us, or write it down or otherwise record it, and changed the PAC, PIW, PIN, or Passcode when required by this Agreement, You will not be liable for any unauthorized use that occurs after We have received written notice from You that the PAC, PIW, PIN, or Passcode may have become known to someone other than You or the Signing Officers. We will not be considered to have received written notice until the Financial Institution gives You written acknowledgement of receipt of such notice;
2. if You and each of the Delegates, Non Signers and Signing Officers did not reveal the PAC, PIW, PIN, or Passcode to any other person, other than authorized Financial Institution agents or officers when required by Us, or write it down or otherwise record it, and changed the PAC, PIW, PIN, or Passcode when required by this Agreement, You shall not be liable for any unauthorized use that occurs after We have received written notice from You that the PAC, PIW, PIN, or Passcode may have become known to someone other than You or a Delegate, Non Signer, or Signing Officer. We shall not be considered to have received written notice until We give You written acknowledgement of receipt of such notice; and
3. We will not otherwise be liable for any damages or other liabilities that You may incur by reason of the Financial Institution acting, or failing to act, on Remote Instructions given in Your name whether or not You or a Signing Officer actually gave the Remote Instructions. We will not be liable for any damages or other liabilities that You may incur by reason of the Financial Institution acting, or failing to act, on no statement requests made by You or a Non Signer through Direct Services for Small Business whether or not You, the Delegate, or the Non Signer actually gave the Remote Instructions.

In the event of a problem with a Transaction or an unauthorized Transaction in relation to The Services, You will report the issue immediately to the Financial Institution. We will investigate and respond to the issue in a timely way. We will not unreasonably restrict You from the use of the Account subject to dispute, as long as it is reasonably evident that You or a Signing Officer did not cause or contribute to the problem or unauthorized Transaction, have fully cooperated with the investigation, and have complied with this Agreement and the Account Agreement. We will respond to reports of a problem or unauthorized Transaction within ten business days and will, within a reasonable period of time thereafter, indicate what reimbursement, if any, will be made for any loss incurred by You. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that You have complied with this Agreement and the Account Agreement and on the balance of probabilities it is shown that You and each Signing Officer took all reasonable and required steps to:

1. protect the confidentiality of the PAC, PIW, PIN, or Passcode as required by this Agreement and the Account Agreement;
2. use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this Agreement and the Account Agreement; and
3. act immediately, upon receiving a Notification of, or becoming aware of, an unauthorized Transaction, to mitigate against further loss and report the issue to the Financial Institution.

If The Services are made available through the Internet or a telephone service provider, You acknowledge that, although the Financial Institution uses security safeguards to protect against loss, theft, and unauthorized access, because of the nature of data transmission, security is not guaranteed and information is transmitted at Your risk. You acknowledge and shall ensure that any private Access Terminal used by You to access The Services is auto-locked by a password or biometric to prevent unauthorized use of that Access Terminal, has a current anti-Contaminant program and a firewall, and that each Delegate, Non Signer, and Signing Officer acknowledges that it is Your personal responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. You further acknowledge, and shall ensure that each Delegate, Non Signer, and Signing Officer acknowledges, that to reduce the risk of unauthorized access to the Account through the Access Terminal, You will sign out of The Services and, where applicable, close the browser or banking app when finished using it. You further acknowledge, and shall ensure that each Delegate, Non Signer, and Signing Officer acknowledges, that using public or shared computers and certain other Access Terminals, or through an open WiFi or shared Bluetooth portal, to access The Services increases the risk of unauthorized access to the Account, and will take all reasonable precautions to avoid such use or inadvertent disclosure of the PAC, PIW, PIN, or Passcode.

You agree to maintain appropriate security controls and procedures to prevent and detect thefts of Instruments, or losses due to fraud or forgery involving Instruments, or fraudulent or unauthorized Transactions.

You agree to diligently supervise and monitor the conduct and work of all agents and employees having any role in the preparation of Your Instruments or conduct of Transactions, Your reconciliation of the statement of account for the Account, or other banking functions.

If The Services are made available through the Internet, the Financial Institution’s website may provide links to other websites, including those of Third Parties who may also provide services to You. You acknowledge that all those other websites and Third Party services are independent from the Financial Institution’s and may be subject to separate agreements that govern their use. The Financial Institution and Central 1 have no liability for those other websites or their contents or the use of Third Party services. Links are provided for convenience only, and You assume all risk resulting from accessing or using such other websites or Third Party services.

The Financial Institution and Central 1 may, from time to time, make services provided by Third Parties available through Direct Services for Small Business or the Financial Institution’s website. You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that:

1. the Financial Institution and Central 1 make the services of Third Parties available through Direct Services for Small Business or Our website for Your convenience. The services are provided by the Third Party and not Us or Central 1. Your relationship with the Third Party shall be a separate relationship, independent of the relationship between You, Us, and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;
2. We and Central 1 make no representation or warranty to You with respect to any services provided by a Third Party even though those services may be accessed by You or a Signing Officer, Delegate, or Non Signer through Direct Services for Small Business or Our website;
3. You assume all risks associated with accessing or using the services of Third Parties;
4. We and Central 1 have no responsibility or liability to You in respect of services provided by a Third Party;
5. any dispute that relates to services provided by a Third Party is strictly between You and the Third Party, and You will raise no defence or claim against Us and Central 1; and
6. the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations may apply to the services provided by Third Parties and that the Third Parties may, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation.

You agree to indemnify and hold Us and Our service providers and Central 1 and all of Our and Central 1’s connected parties, including, without limitation, Our and Central 1’s respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to Your use of The Services. You must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, You will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential, incurred by the Indemnified Parties as a result of:

1. any of the Indemnified Parties making The Services available to You;
2. any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructions;
3. any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by You and the Non Signer through Direct Services for Small Business;
4. any Transaction that results in a negative balance in the Account; or
5. the consequences of any Transaction authorized by You or a Signing Officer.

This indemnity shall enure to the benefit of the Indemnified Parties and shall be binding upon You and Your successors and assigns and shall survive the termination of this Agreement for any act or omission prior to termination as gives rise to an indemnified claim, even if notice is received after termination.

You acknowledge and agree that:

1. when transfers and bill payments are authorized through Direct Services for Small Business, funds are deemed irrevocably transferred out of the Account and the Transaction cannot be revoked or countermanded by You;
2. anyone with access to the PAC, PIW, PIN, or Passcode may be able to access The Services and may use the PAC, PIW, PIN, or Passcode to transfer money out of an Account, set up bill payment arrangements, make bill payments, and authorize any other Transaction;
3. We will not be liable in any way to You or any other person for processing or accepting on the Account any Transaction that results in the transfer of money out of the Account or in the payment of bills, even if the money is used for the benefit of a person other than You, or if bills owed by a person other than You are paid;
4. You will be liable for all Transactions conducted using The Services, including Transactions that benefit a person other than You or that result in the payment of bills owed by a person other than You; and
5. a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.

If, at Your request (through You or a Signing Officer, Delegate or Non Signer), We agree to cease printing and mailing statements of account for the Account to You, You acknowledge and agree that:

1. You will be responsible to obtain (whether from Us or using The Services) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by no later than the end of the following calendar month (the “Notification Date”), notify Us of any errors, irregularities, omissions, or unauthorized Transactions of any type in that account record or in any Instrument or other items, or of any forgeries, fraudulent or unauthorized Transactions of any type, and any debits wrongly made to the Account;
2. notwithstanding any other provision of this Agreement, after the Notification Date (except as to any errors, irregularities, omissions, or unauthorized Transactions of any type of which You have notified Us in writing on or before the Notification Date), You agree that:
   1. the amount of the balances shown on the last day of the calendar month is correct and binding on You subject to Our right to make reversals in accordance with this Agreement and the Account Agreement;
   2. all amounts charged to the Account are valid;
   3. You are not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month;
   4. You have verified the validity of any Instruments and instructions; and
   5. the use of any service shown is correct.

   You acknowledge that

   1. notwithstanding that an Instrument may be provisionally posted to the Account, it is not considered processed until it has been honoured and irrevocably collected by Us and the time for return by any process of law has expired. The credit represented by an Instrument that is not honoured and collected, or is charged back, made in error, or tainted by fraud, may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly; and
   2. notwithstanding that a deposit or other credit may be provisionally posted to the Account, it is not considered processed until it has been verified and accepted by Us. A deposit or other credit that is not verified and accepted may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly.
3. Despite subsection b) above, if You have authorized PADs to be issued against any of the Accounts, You acknowledge that the Rules provide that, under specified conditions, claims for reimbursement of PADs may be made and:
   1. where the purpose of the PAD was for payment of consumer goods and services, the time period for making such a claim is 90 calendar days from the date of debiting; and
   2. where the purpose of the PAD was for payment of goods and services related to Your commercial activities, the time period for making such a claim is ten business days from the date of debiting.

   Claims must be made in writing to Us within the specified time period and in compliance with the Rules, as amended from time to time.

You acknowledge and agree that:

1. bill payments made through Direct Services for Small Business are not processed immediately and that the time period for processing depends upon a number of factors, including, without limitation, the time when the bill payment is authorized and the internal accounting processes of the bill payment recipient;
2. it is Your responsibility to ensure that bill payments are authorized in sufficient time for the payment to be received by the bill payment recipient before its due date;
3. We and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of any error, non-payment, or a delay in the processing of bill payments;
4. if You have made or received a bill payment in error, We may, but are not obliged to, assist You by initiating or processing a “Bill Payment Error Correction Debit”, as defined under the Rules, and if so initiated, You agree to indemnify Us for any direct loss, costs, or damages incurred, and will pay to Us any reasonable service charges or fees related to the provision of the service; and
5. if We initiate or process a Bill Payment Error Correction Debit affecting Your Accounts or affairs, and if We did so without gross negligence or intent to cause loss or harm, We shall be held harmless for any and all loss, costs, or damages suffered or incurred by You, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.

In respect of all The Services and any Third Party services made available by Us, You shall not, and shall ensure that each Delegate, Non Signer, and Signing Officer does not:

1. use The Services for an illegal, fraudulent, or defamatory purpose; and
2. take steps, or cause, or permit anything to be done that could undermine the security or integrity of The Services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of The Services or Third Party services).

If You or the Delegate, Non Signer or Signing Officer breach these provisions, Your participation in The Services or any service provided by Us or a Third Party may be suspended or terminated.

If the Financial Institution through Direct Services for Small Business makes EDP Services available and You use the EDP Services:

1. You consent to epost™ preparing, using, and disclosing reports relative to the performance and operation of the EDP Services, including statistical or performance reports and other analysis, compilation, and information about the EDP Services or You, and reports that pertain to Your involvement in and use of the EDP Services. You further consent to epost™ disclosing to Central 1 Depositor-specific data that consists of the total number of Billers for which You have registered, without identifying those Billers apart from the Financial Institution and its affiliates, and without identifying detailed data of Your viewing activities;
2. You acknowledge that epost™ will not respond directly to You with respect to any inquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct You to the Financial Institution or the Biller; and
3. You acknowledge that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, Your participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services.

If the Financial Institution through The Services enables You or a Signing Officer to authorize the transfer of funds between the Account and an External Account where You are also the account holder, then:

1. You agree to inform Us in writing of the External Accounts You wish to link to the Account in a form acceptable to Us;
2. We reserve the right to refuse to accept the External Account;
3. You agree to provide Us with the financial institution number, branch address or number, and the account number of the External Account You wish to link to the Account. We reserve the right to verify the External Account. You acknowledge that such verification may require the exchange of personal information of You and any Signing Officer, and You consent, and shall ensure that each Signing Officer consents, to such use and disclosure of personal information;
4. You and the External Account holder must provide authorization to establish the link between the Account and the External Account;
5. You agree to not link the Account to an account that is not owned by You;
6. You acknowledge and agree, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that We, at Our discretion, may limit the type of transfers that can be conducted between the Account and the External Account; specifically, whether Transactions will be in the form of credits to the External Account, debits from the External Account, or both credits to and debits from the External Account;
7. You may only link an Account denominated in Canadian dollars to an External Account denominated in Canadian dollars, or an Account denominated in U.S. dollars to an External Account denominated in U.S. dollars, and only if the External Account is with a financial institution domiciled in Canada;
8. We reserve the right to limit: the number of External Accounts that can be linked to the Account; the dollar amount of Transactions to or from the External Account; and the number of Transactions to or from the External Account;
9. We reserve the right to hold funds on the Transaction amount;
10. You consent, and shall ensure that each Signing Officer, Delegate, and Non Signer consents, to the disclosure to the financial institution that holds the External Account of any personal information provided to Us with respect to Transactions to or from the External Account. You also consent, and shall ensure that each Signing Officer, Delegate, and Non Signer consents, to the disclosure to Us by the financial institution holding the External Account of any personal information provided to such financial institution with respect to Transactions to or from the External Account;
11. funds usually arrive in Your External Account or Account within three to five business days from the day the Transaction is authorized. We cannot guarantee the date of deposit to the Account or External Account. We and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in the processing of Transactions;
12. all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; and
13. You agree that for security or risk management purposes and at Our discretion, a nominal sum may be credited to the External Account once per year.

If the Financial Institution through Direct Services for Small Business enables You or a Signing Officer or Non Signer to link multiple Accounts to a single user name to allow You or a Signing Officer or Non Signer to access the Accounts from a single user name, it will not constitute merging the Accounts. If the Accounts are linked through Direct Services for Small Business, then:

1. We reserve the right to refuse to accept any Account;
2. You agree, and shall ensure that each Signing Officer and Non Signer agrees, that We, at Our discretion, may limit the type of Transactions that can be authorized between the Accounts, specifically whether Transactions will be in the form of credits to an Account, debits from an Account, or both credits to and debits from an Account;
3. We reserve the right to limit: the number of Accounts that can be linked; the dollar amount of Transactions made to or from a linked Account; and the number of Transactions made to or from a linked Account;
4. the Financial Institution reserves the right to apply a hold on the Transaction amount to a linked Account for a period of time to be determined by Us, during which time the Transaction or portion thereof will not be accessible to You;
5. You agree, and shall ensure that each Signing Officer and Non Signer agrees, that the Financial Institution cannot guarantee the date of a Transaction to and from a linked Account. The Financial Institution and Central 1 will not be held liable for any cost, expense, loss, damage, or inconvenience of any nature arising as a result of a delay in the processing of Transactions; and
6. a Transaction will be reversed if the Transaction cannot be delivered or if it is returned for any reason.

If the Financial Institution through Direct Services for Small Business makes Interac e-Transfer Services available and You or a Signing Officer authorizes the use of Interac e-Transfer Services, You acknowledge and agree, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:

1. the Interac e-Transfer Services are only available in Canadian dollars;
2. the Account will be debited as soon as You or a Signing Officer initiates a Transaction, and We may hold the Transaction amount until the recipient successfully claims the Transaction or the Transaction is cancelled. We have no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, We are deemed to have a security interest in the Transaction amount from the time the Account is debited until the recipient successfully claims the Transaction or the Transaction is cancelled;
3. Transactions sent and received through the Interac e-Transfer Services are subject to number and dollar limits that may change from time to time without prior notice to You;
4. We will not be responsible or liable for any losses or damages incurred as a result of funds held and limits set by Us, Interac Corp., or a Participating Financial Institution;
5. an Interac e-Transfer Notice advising the recipient of the Transaction may be generated within approximately 30 minutes after You or a Signing Officer originates the Transaction;
6. as the sender or authorizer, You or a Signing Officer will keep the Interac e-Transfer Answer confidential and will not disclose it or share it with anyone but the intended recipient;
7. You or a Signing Officer will select an Interac e-Transfer Answer that is known only to the recipient and that cannot be easily determined via social media or other means; You or a Signing Officer will not disclose the Interac e-Transfer Answer in the applicable security question, hint or Transaction details; and You or a Signing Officer will not provide the recipient the Interac e-Transfer Answer via the email or phone number that was used to send the Interac e-Transfer Notice;
8. if applicable, the recipient must correctly provide the Interac e-Transfer Answer to claim the Transaction;
9. We, the other Participating Financial Institution, and Interac Corp. or Interac Corp.’s agents are entitled to pay the Transaction amount to anyone who, using the Interac e-Transfer Services, claims to be the recipient and successfully provides the Interac e-Transfer Answer;
10. We will not be liable for any cost, expense, loss, damage or inconvenience of any nature or kind whatsoever incurred as a result of a Third Party, other than the intended recipient to the Transaction, guessing or obtaining the Interac e-Transfer Answer through any means other than in the event of a Wrongful Activity, however notwithstanding the foregoing, in the event of an intercepted Transaction from Your Account where the funds did not reach the intended recipient, We may provide reimbursement to You provided that You or a Signing Officer did not participate in the Wrongful Activity, You fully cooperate in the investigation of such event, and that You have satisfied and remain in compliance with all of the applicable terms and conditions in this Agreement;
11. as the recipient, You or a Signing Officer will not disclose the Interac e-Transfer Answer except as required to claim the transfer;
12. the recipient may claim a Transaction using Our online banking services or another Participating Financial Institution; Transactions sent via account number, payment identifier, Autodeposit or Request Money feature may be automatically deposited into the account of the recipient/ requestor;
13. if the recipient declines a Transaction that You initiated, the Transaction will be returned to You;
14. while the Interac e-Transfer Notice is usually delivered to the recipient within 30 minutes, We do not guarantee the time of deposit;
15. as the sender, the Transaction will be returned to You if the recipient does not claim the Transaction within 30 days of the date the Transaction is initiated, if the Transaction cannot be successfully sent to the recipient’s Interac e-Transfer Contact Information as provided by You, or if the recipient declines the Transaction;
16. as the sender, You or a Signing Officer is responsible for providing the recipient’s correct Interac e-Transfer Contact Information and further agree that the recipient has consented to such notice in compliance with any applicable requirements of Canada’s Anti-Spam Legislation (CASL) and to Your use of the Interac e-Transfer Contact Information for Interac e-Transfer Services purposes, including its provision to Us, the other Participating Financial Institution, and Interac Corp.;
17. We may cancel a Transaction if We have reason to believe that a mistake has occurred or if We believe that the Transaction is a product of unlawful or fraudulent activity;
18. You are responsible for providing the recipient’s correct Interac e-Transfer Contact Information and will immediately update it via Direct Services for Small Business if there are any changes to the Interac e-Transfer Contact Information;
19. as the sender, You or a Signing Officer may cancel a Transaction before the recipient successfully claims the Transaction. As the recipient, You or a Signing Officer acknowledges that a Transaction may be cancelled up to the time You or a Signing Officer successfully claims the Transaction;
20. all disputes will be handled directly between the sender and the recipient without the participation of the Financial Institution or any other party;
21. We may refuse to provide Interac e-Transfer® Services for You;
22. We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in processing a Transaction;
23. You are responsible for charges, if any, or data rates that Your applicable service provider may apply for transmitting and receiving data (including but not limited to data roaming charges);
24. as the recipient, if You have activated the Autodeposit feature for the email address used by the sender to send You funds, or by other means that may become available, such as mobile number, then the money You receive via Interac e-Transfer Services is automatically deposited into Your account and You will not have to provide the Interac e-Transfer Answer, notwithstanding that the Autodeposit feature is subject to support by the sender’s respective financial institution;
25. if You or a Signing Officer is the requestor of funds through Interac e-Transfer Services, You or a Signing Officer must provide the email address or mobile number of the recipient of Your request, You further agree such request is in compliance with any applicable requirements of Canada’s Anti-Spam Legislation (CASL) and that the recipient of such request has consented to Your use of the Interac e-Transfer Contact Information for Interac e-Transfer Services purposes, including its provision to Us, the other Participating Financial Institution, and Interac Corp.; and You or a Signing Officer must provide the eligible account You want Us to use to deposit the money You receive, if Your recipient accepts Your request; and
26. You agree that it is Your responsibility, as sender, to provide complete and accurate information about the recipient and, as the recipient to any request for transfer, to respond only to requests that You are expecting and have consented, to such requestor of funds, to receiving.
27. You agree and acknowledge that any personal information sent through Interac e-Transfer Services by You or a Signing Officer, whether through the transfer of funds or a request for funds, shall be Your responsibility, and the Financial Institution shall not be liable for any cost, expense, loss, damage, or inconvenience for any violation of applicable privacy laws or regulations, as the case may be, and for certainty, You further agree that any transfer of personal information through Interac e-Transfer Services shall be subject to the privacy policies of the Financial Institution.

If the Financial Institution, through Direct Services for Small Business, makes the Payroll Solution Service available, You agree, and shall ensure that before permitting each Signing Officer or Delegate to access and use Payroll Solution Service, each Signing Officer or Delegate agrees, that the terms and conditions in this article 31, Payroll Solution Service, govern Your use and each Signing Officer’s and Delegate’s use of the Payroll Solution Service, and are binding upon You and each Signing Officer and Delegate. If there is any conflict between this article 31, Payroll Solution Service, and the terms and conditions in the rest of this Agreement, then this article 31, Payroll Solution Service, will apply in respect of the Payroll Solution Service. In addition, if You subscribe for the Payroll Solution Service, special terms and conditions will also apply, as more particularly set forth in the Payroll Solution Special Terms attached to and forming part of this Agreement. If there is any conflict between the Payroll Solution Special Terms and the terms and conditions in the rest of this Agreement or in respect of this article 31, then the Payroll Solution Special Terms will apply for the Payroll Solution Service. Further:

1. in connection with the Payroll Solution Service, You agree, and shall ensure that each Signing Officer and Delegate agrees, to provide true, accurate, current, and complete information about You and Your Account(s). Further, You agree, and shall ensure that each Signing Officer agrees, to notify Us of any changes to such information within a reasonable period of time;
2. We, Central 1, and the Payroll Solution Service Provider each, individually, have the right, in Our, Central 1’s and the Payroll Solution Service provider’s sole discretion, to refuse to carry out any payroll transaction or discontinue all or any part of the Payroll Solution Service for any reason, including, but not limited to, inability, cost, or inconvenience of completing a transaction;
3. You agree, and shall ensure that each Signing Officer and Delegate agrees, to only use content delivered through the Payroll Solution Service on the Payroll Solution Service. You and each Signing Officer and Delegate must not copy, reproduce, distribute, or create derivative works from this content. Further, You agree, and shall ensure that each Signing Officer and Delegate agrees, not to reverse engineer or reverse compile any of the Payroll Solution Service technology, including, but not limited to, any Java applets associated with the Payroll Solution Service;
4. You agree, and shall ensure that each Signing Officer and Delegate agrees, to license to Central 1, its service providers, and the Payroll Solution Service provider, any information, data, passwords, materials, or other content (collectively, “Content”) that You, a Signing Officer, or a Delegate provides through or to the Payroll Solution Service. Central 1 and the Payroll Solution Service provider may use, modify, display, distribute, and create new material using such Content to provide the Payroll Solution Service to You, a Signing Officer, or a Delegate. By submitting Content, You agree, or promise that the owner of such Content, which may include personal information, has expressly agreed that, without any particular time limit, and without the payment of any fees, Central 1 and the Payroll Solution Service provider may use the Content for the purposes set out above. Where a Signing Officer or Delegate submits Content, You will ensure that Signing Officer or Delegate agrees, or promises that the owner of such Content has expressly agreed that, without any particular time limit and without the payment of any fees, Central 1 and the Payroll Solution Service provider may use the Content for the purposes set out above. As between Central 1 and the Payroll Solution Service provider, Central 1 owns Your and each Signing Officer and Delegate’s confidential account information;
5. You represent and warrant, and shall ensure that each Signing Officer and Delegate agrees to represent and warrant, that You and each Signing Officer and Delegate have obtained all consents and authorizations required by law in respect of any Third Party’s personal information that You, a Signing Officer, or a Delegate, disclose or provide to the Financial Institution, Central 1, or the Payroll Solution Service provider in using the Payroll Solution Service, and that such Third Parties have consented to the disclosure, collection, and use of their personal information to enable the Financial Institution, Central 1, and the Payroll Solution Service provider to carry out the Payroll Solution Service requested by You;
6. For the purposes of the Payroll Solution Service, You hereby grant, and shall ensure that each Signing Officer and Delegate grants, Central 1 and the Payroll Solution Service provider a limited power of attorney, and appoint Central 1 and the Payroll Solution Service provider as Your and each Signing Officer and Delegate’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for You and each Signing Officer and Delegate, in Your and each Signing Officer and Delegate’s name, place, and stead, in any and all capacities, to access Third Party Internet sites, servers, or documents, retrieve information, and use Your and each Signing Officer and Delegate’s information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with carrying out the Payroll Solution Service, as fully to all intents and purposes as You, a Signing Officer, or a Delegate might or could do in person. You further acknowledge and agree, and shall ensure that each Signing Officer and Delegate further acknowledges and agrees, that when Central 1 or the Payroll Solution Service provider accesses and retrieves or submits information from or to Third Party websites, Central 1 and the Payroll Solution Service provider are acting as Your or the Signing Officer or Delegate’s agent, and not the agent of or on behalf of the Third Party. You further agree, and shall ensure that each Signing Officer and Delegate further agrees, that such Third Parties will be entitled to rely on the foregoing authorization, agency, and limited power of attorney granted by You, a Signing Officer, or a Delegate, as the case may be. You further acknowledge and agree, and shall ensure that each Signing Officer and Delegate further acknowledges and agrees, that the Payroll Solution Service is not endorsed or sponsored by any Third Party accessible through the Payroll Solution Service. Notwithstanding the foregoing, this provision will not be deemed to in any way diminish Your duties and responsibilities to comply with the agreements in place with Third Parties, nor will any right of access to information You granted pursuant to this Agreement create any obligation on the part of the Financial Institution, Central 1, or the Payroll Solution Service provider to monitor or warn You of any unusual or unauthorized account activity on any Account;
7. You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that use of the Payroll Solution Service and all information, products, and other content (including that of Third Parties) included in or accessible from the Payroll Solution Service is at Your, the Signing Officer’s, or Delegate’s sole risk, as the case may be. The Payroll Solution Service is provided on an “as is” and “as available” basis. The Financial Institution, Central 1, and the Payroll Solution Service provider expressly disclaim all warranties of any kind as to the Payroll Solution Service and all information, products, and other content (including that of Third Parties) included in or accessible from the Payroll Solution Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
8. You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that the Financial Institution, Central 1, and the Payroll Solution Service provider make no warranty that:
   1. the Payroll Solution Service will meet Your, the Signing Officer’s, or the Delegate’s requirements;
   2. the Payroll Solution Service will be uninterrupted, timely, secure, or error-free;
   3. the results that may be obtained from the use of the Payroll Solution Service will be accurate or reliable;
   4. the quality of any products, services, information, or other material purchased or obtained by You, a Signing Officer, or a Delegate through the Payroll Solution Service will meet Your, the Signing Officer’s, or the Delegate’s expectations; or
   5. any errors in the technology will be corrected;
9. You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that any material downloaded or otherwise obtained through the use of the Payroll Solution Service is done at Your, the Signing Officer’s, or the Delegate’s own discretion and risk and that You, the Signing Officer, or the Delegate, as the case may be, is solely responsible for any damage to Your, the Signing Officer’s, or the Delegate’s computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by You, a Signing Officer, or a Delegate from the Financial Institution, Central 1, or the Payroll Solution Service provider through or from the Payroll Solution Service will create any warranty not expressly stated in this Agreement;
10. You agree, and shall ensure that each Signing Officer and Delegate agrees, that none of the Financial Institution, Central 1, or the Payroll Solution Service provider, nor any of their affiliates, account providers, or any of their affiliates will be liable for any harms, whether direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if the Financial Institution, Central 1, or the Payroll Solution Service provider has been advised of the possibility of such damages, resulting from:
    1. the use or the inability to use the Payroll Solution Service;
    2. the cost of getting substitute goods and services;
    3. any products, data, information, or services purchased or obtained, or messages received or transactions entered into, through or from the Payroll Solution Service;
    4. unauthorized access to or alteration of Your or the Signing Officer’s transmissions of data;
    5. statements or conduct of anyone on the Payroll Solution Service;
    6. the use, inability to use, unauthorized use, performance or non-performance of any Third Party site, even if the Third Party has been advised previously of the possibility of such damages; or
    7. any other matter relating to the Payroll Solution Service;
11. You agree, and shall ensure that each Signing Officer and Delegate agrees, not to use or access the Payroll Solution Service if You or any Signing Officer or Delegate is a direct competitor of PaymentEvolution, and You and each Signing Officer or Delegate will not access the Payroll Solution Service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
12. You agree to protect and fully compensate the Financial Institution, Central 1, and the Payroll Solution Service provider and their affiliates from any and all Third Party claims, liability, damages, expenses, and costs (including, but not limited to, reasonable attorney fees) caused by or arising from Your or the Signing Officer’s use of the Payroll Solution Service, violation of this article 31, Payroll Solution Services, or infringement, or infringement by any other user of the Account, of any intellectual property or other right of anyone; and
13. You agree, and shall ensure that each Signing Officer agrees, that the Central 1 and Payroll Solution Service provider is a Third Party beneficiary of the terms and conditions in this article 31, Payroll Solution Service, with all rights to enforce such provisions as if the Payroll Solution Service provider were a party to the agreements that You have provided in this article 31, Payroll Solution Service.

If the Financial Institution, through Direct Services for Small Business makes the Remote Deposit Service available and You or a Signing Officer, Delegate or Non Signer use the Remote Deposit Service, You acknowledge and agree, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:

1. solely for the Remote Deposit Service, the Financial Institution appoints You as its agent, to act on Our behalf in the creation and transmission of an Official Image to Us, and any other related duties that may be required by Us, all in accordance with the Rules and applicable legislation governing Instruments. In this context, transmission to and receipt by Us of the Official Image will have the same effect as if the Instrument was delivered to a branch of the Financial Institution for negotiation and clearing. You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that You cannot further delegate this role as agent. Further, You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that You and each Signing Officer and Delegate will be personally responsible and liable for:
   1. compliance with this Agreement,
   2. maintaining adequate security over any Access Terminal used, the location of use of the Access Terminal, and any passwords so as to prevent use by others or interception of data transmitted,
   3. ensuring that all Official Images created and transmitted are of good quality and fully and accurately capture all material details of the Eligible Bill,
   4. maintaining adequate safeguards and procedures for the preservation of originals of all Eligible Bills transmitted as Official Images, and
   5. verifying that deposits expected to be made to the Account reconcile with dates and amounts applicable to transmissions made using the Remote Deposit Service and for providing immediate notice to Us of any errors, omissions, irregularities, or concerns about suspicions of fraudulent Instruments or compromise of the security applicable to the use of the Remote Deposit Service;
2. We may, upon receipt of what reasonably appears to qualify as an Official Image, treat such as an Official Image and, as if it were an original of an Instrument received at a branch of the Financial Institution, subject to the Account Agreement and any of Our policies governing Instruments;
3. the creation of an Official Image will be done using a method authorized by Us, in Our sole discretion, from time to time. Further, You agree to take all proper and necessary precautions to prevent any other person from purporting to create or transmit an Official Image to the credit of Your Account;
4. nothing in this Agreement obliges Us to accept for deposit any item whether it is or purports to be an Official Image. You shall not purport to create or transmit an Official Image of any item that does not qualify as an Eligible Bill or any item that is post-dated, stale-dated, received by You from anyone other than the drawer of that item, or that is in any way altered. If You, a Signing Officer or a Delegate has any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Bill, then You, the Signing Officer or the Delegate, as the case may be, shall not seek to use the Remote Deposit Service for negotiation or collection of that item, but You or a Signing Officer, as the case may be, will instead bring the original of that item to the counter of the branch of Account, identify the specific concerns to Us, and fully disclose all material facts known by You, the Signing Officer or the Delegate, as the case may be, relating to that item and fully cooperate with any inquiry or investigation of the concerns;
5. under the Remote Deposit Service, Eligible Bills are restricted to those Instruments in Canadian dollars or United States dollars, drawn on a financial institution domiciled in Canada or the United States, as and if applicable, in Our sole discretion, from time to time. You shall not seek to use the Remote Deposit Service to deposit any Instrument into an Account different than the currency denominated on the Instrument. Canadian dollar Instruments shall only be deposited to a Canadian dollar Account. United States dollar Instruments shall only be deposited to a United States dollar Account. If You use the Remote Deposit Service with an Instrument that does not qualify for this Service, We, at Our discretion, may refuse to negotiate that Instrument or seek to collect on the Instrument on Your behalf, as though it was a qualifying Instrument but without any liability on Our part for any delay, inability to collect or any issue arising that inhibits or prevents Us from collecting funds on the Instrument;
6. Official Images received through the Remote Deposit Service are subject to number and dollar limits that may change from time to time without prior notice to You;
7. any Transaction made on any day or at any time during which We are not open for business may be credited to the Account on Our next business day;
8. once an Official Image of an Eligible Bill has been transmitted to Us through the Remote Deposit Service, no further Official Images of that Eligible Bill will be created or transmitted through the Remote Deposit Service (or any other similar service) unless You are requested to do so by Us in writing. Further, You agree to make no further use of the original of an imaged Eligible Bill, and shall safely retain possession of the original of the Eligible Bill without further negotiation, transfer, or delivery to any other person or holder. In addition to all obligations and responsibilities either set forth in this Agreement or elsewhere, You agree to indemnify and hold Us and Our service providers and Central 1 and all of their connected parties, including, without limitation, their respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to Your use of the Remote Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Bills. You must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, You will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential incurred by the Indemnified Parties as a result of any breach of this Agreement, or any claims arising from or relating to misuse of Official Images or items purporting to be Official Images, or negotiation of Eligible Bills where an Official Image has also been transmitted for collection;
9. on transmission of an Official Image of an Eligible Bill to Us, You are responsible for immediately marking the face of the Eligible Bill with a blatant notation or mark that prevents renegotiation of the Eligible Bill and indicates that the Eligible Bill has been imaged and transmitted, taking care not to obliterate any material particulars of that Eligible Bill. (For example: This can be done by writing “void” or “paid” or placing a diagonal stroke across the face of the item with a pen or brightly coloured highlighter.) For a period of 120 days after transmission of the Official Image to Us, or such shorter period as stipulated by Us in writing, You shall retain and produce to Us immediately on written request the original of all imaged Eligible Bills. If You receive a written request to retain or produce, You shall comply with the written request, and shall, if requested, produce, by delivering to Us, the original of all specified Eligible Bills within five business days of such request. If You fail to comply with the written request made pursuant to this provision, then We can place or continue a hold on or reverse any credit made to the Account in relation to those specified Eligible Bills, even if such creates an overdraft on the Account. If no written request is received within that time, then 120 calendar days after an Official Image has been transmitted to Us through the Remote Deposit Service or such shorter period as stipulated by Us in writing, and provided that You have verified a credit to the Account that reconciles to the Official Image transmitted, You agree and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, to immediately proceed with destruction of the original of the Eligible Bill. Destruction methods include shredding, pulping, burning, or any other means that ensures that the original Instrument cannot be reused;
10. You are responsible for any and all costs associated with obtaining a replacement Instrument in the event that We request that You re-transmit an Official Image in accordance with h) above, and the original Instrument was destroyed in accordance with i) above, or otherwise lost;
11. in Our sole discretion, electronic notices for purposes related to the Remote Deposit Service may be generated and sent to You at Your Contact Info after You use the Remote Deposit Service to transmit an Official Image, including to advise You of the receipt by Us of an Official Image. To receive such electronic notices, You must provide Your Contact Info required by Us;
12. an electronic notice, if any, sent in connection with the Remote Deposit Service is for information purposes only and is no guarantee that the Official Image will be accepted by Us or that the Account will be credited; and
13. We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of use of the Remote Deposit Service, including, but not limited to, a delay in processing a Transaction or if We require You to obtain another Instrument.

If the Financial Institution, through The Services, makes the Online Payment Service available and You authorize or a Signing Officer authorizes the use of the Online Payment Service, You acknowledge and agree, and shall ensure that each Signing Officer agrees, that:

1. if You have previously provided notice to Us that Transactions through The Services require the authorization of more than one Signing Officer, We will not allow You to use the Online Payment Service. For further certainty, You or any Signing Officer, acting alone, can authorize a Transaction through the Online Payment Service;
2. the Online Payment Service is only available in Canadian dollars from Participating Merchants;
3. Transactions for the Online Payment Service must be initiated by You or a Signing Officer through the appropriate online payment option available on the website of a Participating Merchant. For further certainty, an Initiator Delegate, Read Only Delegate, or Non Signer cannot use the Online Payment Service;
4. as soon as You or a Signing Officer authorizes a Transaction through the Online Payment Service, and provided that there are available funds or credit, the amount of the Transaction will be withdrawn from the Account or a hold will be placed in the amount of the Transaction. We will hold the Transaction amount until the Participating Merchant successfully claims the Transaction or 30 minutes have elapsed, whichever comes first. We have no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, We are deemed to have a security interest in the Transaction amount from the time the Account is held until the Participating Merchant successfully claims the Transaction or the hold is removed;
5. Transactions sent and received through the Online Payment Service are subject to number and dollar limits that may change from time to time without prior notice to You;
6. We will not be responsible or liable for any losses or damages incurred as a result of funds held and limits set by Us, Interac Corp., a Participating Merchant, or a Participating Financial Institution;
7. the Financial Institution, the Participating Financial Institution, and Central 1 are entitled to pay the Transaction amount to anyone who claims to be the Participating Merchant and provides the payment authorization details within 30 minutes of the Transaction being authorized by You or a Signing Officer;
8. We will not be liable for losses or damages incurred as a result of a person other than the intended Participating Merchant receiving the Transaction amount;
9. if the Participating Merchant cancels, declines, or fails to claim a Transaction that You or a Signing Officer authorized, the Transaction amount will be reinstated after 30 minutes have elapsed since the Transaction was authorized. However, We cannot guarantee the date or time that the hold on the Transaction amount will be removed;
10. We, Central 1, or Interac Corp. may cancel a Transaction once it is authorized but before payment authorization details are sent to the Participating Merchant, if there is reason to believe that a mistake has occurred or that the Transaction is a product of unlawful or fraudulent activity;
11. once payment authorization details have been sent to the Participating Merchant, a Transaction cannot be cancelled. Payment authorization details are sent immediately after a Transaction is authorized by You or a Signing Officer;
12. all disputes, including requests for refunds, will be handled directly between You or a Signing Officer and the Participating Merchant without Our participation or the participation of any other party. A refund, if any, may be received through Direct Services and Central 1 for credit to the Account, or through such other method the Participating Merchant deems appropriate;
13. We may refuse, in Our sole discretion, to provide the Online Payment Service for You;
14. in Our sole discretion, electronic Notifications for purposes related to the Online Payment Service may be generated and sent to You at Your Contact Info after You or a Signing Officer authorizes a Transaction, including to advise You that the Account has been debited. To receive an electronic Notification, You must provide Your Contact Info required by Us;
15. an electronic Notification, if any, sent in connection with the Online Payment Service is for information purposes only and is no guarantee that the Participating Merchant will successfully claim the Transaction or that You have successfully purchased the product or service from the Participating Merchant; and
16. We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of using the Online Payment Services, including, but not limited to, a delay in processing a Transaction or a Participating Merchant failing to claim a Transaction.

If the Financial Institution through Direct Services for Small Business makes Invoicing Services available and the Depositor uses the Invoicing Services:

1. the Depositor consents to the Financial Institution disclosing to Central 1 Depositor-specific data relating to the Depositor’s use of the Invoicing Services, including data about the Depositor’s customers and the timeliness of their payments;
2. the Depositor acknowledges that the consents contained in a) above are requirements of the Invoicing Services and that if such consents are withdrawn, the Depositor’s participation in the Invoicing Services may be suspended or terminated;
3. the Depositor is solely responsible for all data and all documents it creates using the Invoicing Services, including the accuracy of data relating to each of the Depositor’s customers, and the accuracy of invoices it sends to its customers;
4. the Depositor agrees that the Financial Institution, although it has no obligation to do so, has the absolute discretion to remove, screen, or edit without notice any invoice posted or stored using the Invoicing Services, and the Financial Institution may do this at any time if it deems an invoice or the Depositor’s business related to the invoice to be unlawful or inappropriate;
5. the Depositor is solely responsible for maintaining copies of its invoices;
6. the Depositor may only use the Invoicing Services for the intended purpose of facilitating the generation, delivery, and tracking of invoices; and
7. the Depositor agrees that the Invoicing Services are provided on an “as is” basis without warranties of any kind, either express or implied, and the Financial Institution expressly disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Financial Institution does not represent or warrant that:
   1. the Invoice Services will be reliable, uninterrupted, timely, secure, or error-free;
   2. the Invoice Services will meet the Depositor’s or Signing Officer’s requirements; or
   3. any errors in the Invoice Services technology will be corrected.

The Financial Institution may, in connection with Direct Services for Small Business, permit You, the Non Signer, or a Signing Officer to view and print images of Instruments drawn on the Account and such images may be made available before We have determined whether the Instrument will be honoured or accepted. You acknowledge and agree that such images are made available by Us as a service to You and the provision of such images does not mean that the Transaction has been processed, nor does it in any way oblige Us to honour or accept the Instrument.

We may, in connection with Direct Services for Small Business, permit the Delegate, Non Signer, or Signing Officer to view and print images of documents. You acknowledge and agree that such images are made available by Us as a service to You and the provision of such images does not in any way oblige Us to permit the Delegate, Non Signer, and Signing Officer to view and print images of documents.

The Financial Institution may, in connection with Mobile Payment Services for Small Business, permit You to perform electronic payments at a POS or ATM using a Mobile Device in conjunction with a Debit Card and PIN, or a virtual Debit Card and Passcode.

You will use the Debit Card only for the purpose of obtaining services as agreed upon between You and Us. On 30 days’ written notice, We may add or remove from the types of uses that are permitted. The issuance of the Debit Card does not amount to a representation or a warranty that any particular type of service is available or shall be available at any time in the future. This Agreement, and the fact that You have the use of the Debit Card, does not give You any credit privileges or any entitlement to overdraw Your Account, except as may be provided by separate agreement with Us.

Unless You have made other arrangements with Us, amounts credited to Your Account as a result of deposits using the Debit Card will not be available for withdrawal until the deposits are verified and negotiable items such as cheques are paid. Withdrawals or transfers effected by the use of the Debit Card will be debited to Your Account at the time they are made. You will not deposit any coins or worthless, counterfeit or fraudulent items to Your Account, into any ATM, or using Your Mobile Device, and will pay to Us any damages, costs or losses suffered by Us as a result of any such deposit.

Once You have first used the Debit Card, or virtual Debit Card as part of the Mobile Payment Services for Small Business, You will be liable for all authorized and unauthorized uses of the Debit Card by any person up to Your established daily withdrawal limit (including funds accessible through a line of credit or overdraft privilege), for each day through until the expiry or cancellation of the Debit Card. However, in the event of alteration of Your Account balance due to technical problems, card issuer errors and system malfunctions, You will be liable only to the extent of any benefit You have received, and will be entitled to recover from Central 1 any direct losses You may have suffered. The Financial Institution will have the discretion to relieve You from liability for unauthorized use of Your Debit Card either through no fault of Your own or in a case where You have inadvertently contributed to the unauthorized use of Your Debit Card. You will cooperate in any investigation. We will not be liable to You for any action or failure to act of a Merchant or refusal by a Merchant to honour the Debit Card, whether or not such failure or refusal is the result of any error or malfunction of a device used to effect or authorize the use of the Debit Card for a POS Transaction. You understand that You must not use Your Debit Card, for any unlawful purpose, including the purchase of goods and services prohibited by local law applicable in Your jurisdiction.

If You become aware that the Debit Card or Your Mobile Device used in conjunction with Mobile Payment Services for Small Business is lost or stolen, or that the PIN or Passcode has been made accessible to another person, or if any other person’s biometric gets stored on Your Mobile Device, You will notify Us or Our agent immediately, whereupon the Debit Card will be cancelled, Mobile Payment Services for Small Business suspended or the PIN or Passcode changed. The instant such notice is actually received by Us or when We are satisfied that You became the victim of fraud, theft, or coercion by trickery, force or intimidation, Your liability for further use of the Debit Card or Mobile Payment Services for Small Business will terminate, and You will be entitled to recover from Us any subsequent losses suffered by You through the use of the Debit Card or Mobile Payment Services for Small Business.

In the event of a problem with a Debit Card Transaction, or unauthorized Debit Card Transaction, other than a matter related to goods or services provided by Merchants, You will report the issue promptly to Us and We will investigate and respond to the issue on a timely basis. We will not unreasonably restrict You from the use of any funds subject to dispute, provided that it is reasonably evident that You did not contribute to the problem or unauthorized Transaction. We will respond to Your report of a problem or unauthorized Transaction within ten business days and will indicate what reimbursement, if any, will be made for any loss incurred by You. Reimbursement will be made for losses from a problem or unauthorized use in this time frame provided that on the balance of probabilities it is shown that You did not knowingly contribute to the problem or unauthorized Transaction and that You took reasonable steps to protect the confidentiality of Your PIN or Passcode. An extension of the ten day limit may be necessary if We require You to provide a written statement or affidavit to aid Our investigation.

If You are not satisfied with Our response, We will provide You, upon request, a written account of Our investigation and the reasons for Our findings. If You are still not satisfied, the issue will be referred to either a dispute resolution service or external mediator, as agreed between You and Us. Neither We nor You will have the right to start court action until 30 days have passed since the issue was first raised with Us. Any dispute related to goods or services supplied in a POS Transaction is strictly between You and the Merchant, and You will raise no defense or claim against Us.

You acknowledge having been advised of, and will pay, the applicable fees now in effect for services available under this Agreement. New or amended fees for Mobile Payment Services for Small Business will only become effective 30 days after publication by Us.

If You provide Instructions to conduct a Transaction that is denominated in a currency other than the currency of Your Account, and We accept the Instructions or Transaction, a conversion of currency is required. When a conversion of currency is made We may act as principal with You in converting the currency at rates established or determined by Us, affiliated parties, or through parties with whom We contract for foreign exchange services. In addition to applicable service charges, We and Our affiliates and contractors may earn revenue, commissions, or fees on currency conversions. You agree that such revenue, commissions or fees may be included in and charged as part of the exchange rate charged to You. The cost of currency conversion may not be known to You or precisely determinable in advance or until the amount of the Transaction is charged to Your Account. If currency conversions on this basis are not acceptable to You, You agree that You will not transact in foreign currency on Your Account, including withdrawing foreign currency from ATMs, POS Transactions in foreign currency, by use of Direct Services or Mobile Payment Services for Small Business or delivering any Instrument or processing any Transaction to Us for deposit in a currency other than the currency of Your Account. We agree to convert currency at commercially reasonable rates, including revenue, commissions, and fees charged in respect of the conversion.

When You purchase foreign currency from Us, in branch, the rate of exchange We charge You and any service charges You must pay will be disclosed or, alternatively, made available to You on request, at the time of the Transaction.

If You deposit Instruments or process a Transaction denominated in a currency other than the currency of Your Account, and We accept the Instrument or Transaction for deposit, You agree that We may convert the amount of the Instrument or Transaction to the currency of the Account using Our sell rate for the currency of the Instrument or Transaction in effect at the time the conversion is processed. If We have not established a sell rate for the currency of the Instrument or Transaction in the currency of Your Account, You agree that We may:

1. convert the funds for provisional credit to the currency of the Account using a commercially reasonable rate of exchange available from Third Parties to purchase the currency of the Account using the currency of the Instrument accepted for deposit, or to purchase a currency for which We have a sell rate and then to convert that amount to the currency of the Account at Our sell rate for that currency; and
2. for such Transactions, charge You a conversion fee, up to a maximum of 5% of the value of the Transaction, in addition to any other service charges You must pay.

You also agree that if any Instrument or Transaction in a currency other than the currency of Your Account is accepted for deposit, such deposit is provisional and subject to reversal. If any such Transaction must be reversed, the process outlined above for conversion of Your deposits, will apply to conversions undertaken for return of funds, and that You may be charged additional fees, commissions and service charges, as part of that conversion. The amount charged to Your Account for return of funds may be different than the amount of the deposit. The risk of loss on such Transactions shall be borne by You without any right of recourse against Us, and without any right to recover any fees charged to You in respect of the original deposit.

When You conduct Transactions with a Mobile Device or at an ATM, or through a POS, in a foreign currency We receive a debit instruction initiated by You and which may be received by Us after processing through one or more international electronic networks that participate in the international payments system (the “Instruction”). The Instruction We receive may ask Us to pay a stipulated amount that may either be denominated in Canadian Dollars or in U.S. Dollars, regardless of the currency of Your Transaction with the Mobile Device, ATM or POS. The Transaction amount between You and Us will be the amount of Your Transaction, plus any fees by the owner of the ATM or POS, plus any revenue, commissions or fees of Third Parties that processed the Transaction or converted the foreign currency before it is received as a debit Instruction by Us. Foreign currency conversion completed by Third Parties occurs at rates that We do not set, and which may include revenue, commissions or fees of those Third Parties. More than one currency conversion may be completed by Third Parties before Your Instruction is received by Us. The amount ultimately charged to Your Account will at a minimum be the amount of the Instruction either in the currency of Your Account or U.S. Dollar value of the Instruction received by Us through the electronic network. If the Transaction is conducted on an Account denominated in Canadian Dollars and the Instruction is received in U.S. Dollars, the amount charged to Your Account will be the amount of the U.S. Dollar Instruction received by Us, converted to Canadian Dollars at Our sell rate for purchase of U.S. Dollars in effect at the time of the conversion. Our services charges and fees for Transactions on Your Account may be added to the Transaction in accordance with Our published service and fee brochure.

Currency conversions will be completed when and at rates in effect when the Transaction is processed by Us which may not be the same rate in effect when We complete Your Transaction.

The Financial Institution remains the owner of the Debit Card and may restrict the use of the Debit Card, or may terminate this Agreement and Your right to use the Debit Card, at any time without notice. You will return the Debit Card to Us or disable the Mobile Payment Services for Small Business on Your Mobile Device upon request.

You acknowledge that We have policies to protect Your privacy and that You may obtain particulars upon request. You hereby consent to the collection and use of Your personal information by Us and Our affiliates to monitor use of financial services, in order to detect fraud, develop needed products and services, and offer members needed services. However, if You have given or hereafter give express consent to the collection, use and further disclosure of Your Personal Information by the Financial Institution in form and content that is more permissive than the consent provided herein, the other form of consent shall govern Our relationship. You may withdraw Your consent at any time by contacting the Financial Institution’s Privacy Officer.

You understand that the Financial Institution has endorsed the voluntary Canadian Code of Practice for Consumer Debit Card Services, a copy of which is available from Us on request or at www.fcac-acfc.gc.ca. We will be guided in the exercise of Our discretion by the principles of the Canadian Code of Practice for Consumer Debit Card Services in administering the operation of Debit Card Services, although both You and We acknowledge and agree that it is not binding for purposes of this Agreement.

In order to use Mobile Payment Services for Small Business, You must: a) be an Authorized User on an Account in good standing with Us; b) have a Mobile Device; and c) meet any other requirements for the access and use of Mobile Payment Services for Small Business that are specified by Us.

If You intend to sell, give away or dispose of Your Mobile Device, You must first delete the Financial Institution’s banking app from Your Mobile Device.

You may terminate Your use of Mobile Payment Services for Small Business at any time by contacting Us. The Financial Institution may terminate or suspend Your use of Mobile Payment Services for Small Business for any reason at any time without notifying You in advance.

You are prohibited from using Mobile Payment Services for Small Business on a Mobile Device that You know or suspect has had its security or integrity compromised (e.g., where the Mobile Device has been “rooted” or had its security mechanisms bypassed). You will be solely liable for any losses, damages and expenses incurred as a result of Your use of Mobile Payment Services for Small Business on a compromised Mobile Device. You further acknowledge that You will properly maintain the security of Your Mobile Device used in conjunction with Mobile Payment Services for Small Business by protecting it with a secure access code or biometric, by knowing its location at all times, and by keeping it up to date with the latest operating system software, security patches and anti-virus and anti-spyware programs. You will not allow other persons to store their biometrics on Your Mobile Device. If You lose Your Mobile Device, You will act promptly to prevent unauthorized use.

You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

​You acknowledge that Mobile Payment Services for Small Business may be used in conjunction with location-based services, and agree that We may collect, transmit, process, display, disclose, maintain or use location-based data.

You agree that You will not copy, modify, adapt, enhance, translate or create a derivative work of Mobile Payment Services for Small Business or any part of The Services. You will not license, sublicense, market or distribute Mobile Payment Services for Small Business, or provide any copies to a Third Party. You will not attempt to reverse engineer, decompile, disassemble or make error corrections to any part of Mobile Payment Services for Small Business, and You will not use any part of Mobile Payment Services for Small Business to gain access to interconnecting software applications to do the same.

You acknowledge that this Agreement is subject to the laws and jurisdictions as defined by Us, irrespective of where You downloaded or enabled Mobile Payment Services for Small Business. You understand that We may monitor and enforce compliance with these terms.

You acknowledge the receipt of a true copy of this Agreement or a previous version signed by You upon initiation of the PIN-based Debit Card service or Mobile Payment Services for Small Business and that this Agreement does not require signature by Us. You acknowledge that this Agreement may be amended unilaterally by Us upon 30 days’ notice being published on the Financial Institution’s Website or on Our banking app or by posting notice of the changes to this Agreement in branch and until this Agreement is terminated, the use or continued use of the Debit Card or Mobile Payment Services for Small Business by You shall be conclusively deemed to be the acceptance by You of any amendments to this Agreement. You also agree to keep this copy of this Agreement for Your own records. You understand You may obtain from any branch of the Financial Institution a copy of any changes to this Agreement or the revised agreement.

The Financial Institution may, in its sole discretion, amend the terms and conditions of this Agreement as it relates to Your future use of The Services from time to time, for any reason, without any liability to You or any other person. The Financial Institution may provide notice of a change to this Agreement by mailing notice to Your last known address, by posting notice at the Financial Institution’s premises, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the modification to Your attention. You are responsible for regularly reviewing the terms and conditions of this Agreement. If You use The Services after the effective date of an amendment to this Agreement, it will mean that You agree to the amendment and adopt and are bound by the newer version of this Agreement. You must not change, supplement, or amend this Agreement by any means.

This Agreement supplements any prior agreement governing the use of the Debit Card and the PIN or virtual Debit Card and the Passcode, but does not replace or supersede any agreement or provision of any agreement relating to any loan, credit facility or the operation of any Account. This Agreement applies to any Account specified herein, as well, to any other account designated by You from time to time for use in connection with the Debit Card or Mobile Payment Services for Small Business.

In addition to this Agreement, the terms and conditions of the Account Agreement between You and the Financial Institution will apply to The Services and to Transactions made under this Agreement, except as expressly provided otherwise in this Agreement. If there is a conflict between the terms and conditions of the Account Agreement or any other agreements between You and the Financial Institution and the terms and conditions of this Agreement, then the terms and conditions of this Agreement will supersede and apply in respect of The Services. There are no representations or warranties made by Us to You concerning The Services except for the representations, warranties, and obligations of the Financial Institution as expressly set out in this Agreement. Any advice, information, or statements provided by Us, Central 1, or Our or Central 1’s service providers, agents, or their representatives, whether oral or written, will not create any representation, warranty, or condition, or vary or amend this Agreement, including the above liability exclusions, liability limitations, release and indemnity provisions, and You may not rely upon any such advice or information.

Any notice required or permitted to be given to the Financial Institution in connection with this Agreement must be in writing and must be addressed and delivered to the Financial Institution at the address or fax number set forth on the Account Agreement. Any notice required or permitted to be given to You in connection with this Agreement may be given to You by delivering a written notice to Your Contact Info, or, except as to confidential financial information specific to You, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website or banking app, or by any other means We, acting reasonably, consider appropriate to bring the notice to Your attention. You are deemed to have received any notice sent by Us to Your Contact Info on the earlier of the time and date that You actually receive the notice or 24 hours after We send it, if sent by email, SMS text message or facsimile and five days if sent by mail.

This Agreement may be terminated by either the Financial Institution or You on not less than one business day’s prior written notice. Any notice of termination shall not release You from any obligations under this Agreement. 

These Payroll Solution Special Terms govern Your use of the Payroll Solution Service, as defined in this Agreement. By subscribing for, using, or continuing to use the Payroll Solution Service, You agree that You accept these Payroll Solution Special Terms and that they form and are part of the Agreement. The Financial Institution does not offer Direct Services for Small Business Accounts other than in accordance with these terms and conditions.

You understand that the Payroll Solution Service is being offered through Your Financial Institution in coordination with Central 1 Credit Union (“Central 1”) and PaymentEvolution Corporation (“PaymentEvolution”) and that it is an express requirement of PaymentEvolution that if You wish to subscribe, access, or use the Payroll Solution Service that You must consent to the incorporation of certain terms to the Agreement with the Financial Institution as more particularly set forth in the Mandatory Provisions for Payroll Solution as set forth in the Schedule I below, (the “Payroll Solution Mandatory Provisions”) in addition to PaymentEvolution’s terms of service in effect from time to time. At the time publication of this document, PaymentEvolution’s terms of service are available at https://paymentevolution.com/TermsFI.

You understand that subscription to the Payroll Solution Service by linking Your Account(s) at the Financial Institution will require that You share certain otherwise confidential and personal information to engage the Payroll Solution Service. You authorize the Financial Institution, Central 1, and their respective agents, representatives, and service providers, (collectively referred to solely for purposes of these Payroll Solution Special Terms as the “F.I. Affiliates”) as well as PaymentEvolution, to collect, use, and disclose Your personal information in order to enable access to the Payroll Solution Services through Your Account with the Financial Institution. Notwithstanding the foregoing, this provision shall not create any obligation on the part of the F.I. Affiliates and PaymentEvolution, to monitor or warn You of any unusual or unauthorized account activity on any Account.

You agree to accept all risk associated with Your use of the Payroll Solution Service, including all risk associated with disclosure of Your personal access codes, personal information, and any confidential or personal information that You may submit through the Payroll Solution Service. You agree and acknowledge that, to the extent permitted by law, neither the Financial Institution nor any F.I. Affiliate, nor PaymentEvolution will be responsible or liable for any loss, harm, or damage, of any kind, related to or arising from disclosure of Your personal access codes, Your personal information, or Your confidential information for purposes of enabling Your access to and use of the Payroll Solution Service, subject to the Financial Institution, F.I. Affiliate, or PaymentEvolution being liable for the consequences of their own acts and that of their representatives.

You agree that if You have previously provided to the Financial Institution a marketing consent to receive promotional offers, then the Financial Institution, and its agents, representatives, and service providers may use the information from Your Account(s) to provide promotional and marketing information to You.

​You can withdraw Your consent for the collection, use, and disclosure of Your personal information at any time by contacting the Financial Institution. If You withdraw Your consent, the Financial Institution may no longer be able to provide certain services, including, but not necessarily limited to Payroll Solution Service. You understand that certain additional integrated services offered by the Financial Institution may no longer be available.

You hereby grant to the Financial Institution and F.I. Affiliates, including Central 1 and PaymentEvolution (collectively, the “Service Providers”), a license to use any information, data, passwords, materials, or other content (collectively, “Your Content”) that You provide through or to the Payroll Solution Service for the following purposes:

1. to make available the Payroll Solution Service to You; and
2. to provide each other with information generated from Your Content so that they may use the information to provide or offer additional or complementary services to You,

(collectively, the “Permitted Purposes”).

The Financial Institution and Service Providers may use, modify, display, distribute, and create new material using Your Content for the Permitted Purposes. By submitting Your Content, You agree, or promise that the owner of Your Content has expressly agreed that, without any particular time limit and without the payment of any fees, the Financial Institution and Service Providers may use Your Content for the Permitted Purposes. As between the Financial Institution and Service Providers, the Financial Institution owns Your confidential account information.

You represent and warrant that You have obtained all consents and authorizations required by law in respect of any Third Party’s personal information that You disclose or provide to the Financial Institution or the Service Providers in using the Payroll Solution Service, and that such Third Parties have consented to the disclosure, collection, and use of their personal information to enable the Financial Institution and the Service Providers to carry out the Payroll Solution Service requested by You.

You shall:

1. be responsible for Your and Your Users’ compliance with the terms of these Payroll Solution Mandatory Provisions and the terms of PaymentEvolution’s terms of service in effect from time to time. At the time publication of this document, PaymentEvolution’s terms of service are available at https://paymentevolution.com/TermsFI;
2. be responsible for the accuracy, quality, integrity, and legality of and for the means by which You acquired, Your Content;
3. use commercially reasonable efforts to prevent unauthorized access to, or use of, the Payroll Solution Service, and promptly notify the Service Providers of any such unauthorized access or use; and
4. provide current and complete information at all times when using the Payroll Solution Service. Neither the Financial Institution, nor the Service Providers, will be liable for any cost, loss, damage, injury, inconvenience, or delay of any nature or kind whatsoever, whether direct, indirect, special, or consequential, that You may suffer in any way arising from any information provided by You that is untrue, inaccurate, out of date, or incomplete.

You acknowledge that the Payroll Solution Service includes features which enable You to direct statutory deductions and other deductions from payroll to be remitted to Third Parties, including, without limitation, the Canada Revenue Agency. You authorize the Financial Institution and Service Providers to make these remittances on Your behalf. You hereby grant to the Financial Institution and Service Providers a limited power of attorney, and You hereby appoint each of the Financial Institution and Service Providers as Your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for You and in Your name, place, and stead, in any and all capacities, to access Third Party sites, servers, or documents, retrieve information, and use Your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as You might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN THE FINANCIAL INSTITUTION OR SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM A THIRD PARTY SITE, THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY THAT OWNS OR OPERATES THE THIRD PARTY SITE. You agree that Third Party account providers and site operators will be entitled to rely on the foregoing authorization, agency, and power of attorney granted by You. You understand and agree that the Payroll Solution Service is not endorsed or sponsored by any Third Party account providers accessible through the Payroll Solution Service.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE PAYROLL SOLUTION SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PAYROLL SOLUTION SERVICE IS AT YOUR SOLE RISK. THE PAYROLL SOLUTION SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS EACH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE PAYROLL SOLUTION SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PAYROLL SOLUTION SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
2. THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS MAKE NO WARRANTY THAT:
   1. THE PAYROLL SOLUTION SERVICE WILL MEET YOUR REQUIREMENTS;
   2. THE PAYROLL SOLUTION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
   3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PAYROLL SOLUTION SERVICE WILL BE ACCURATE OR RELIABLE;
   4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PAYROLL SOLUTION SERVICE WILL MEET YOUR EXPECTATIONS; OR
   5. ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PAYROLL SOLUTION SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FINANCIAL INSTITUTION OR A SERVICE PROVIDER THROUGH OR FROM THE PAYROLL SOLUTION SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU AGREE THAT NEITHER THE FINANCIAL INSTITUTION NOR ANY SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS, OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY LOSS, DAMAGE, OR OTHER HARMS, WHICH LAWYERS AND COURTS OFTEN REFER TO AS DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF THE FINANCIAL INSTITUTION OR THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM:

1. THE USE OR THE INABILITY TO USE THE PAYROLL SOLUTION SERVICE;
2. THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES;
3. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
4. STATEMENTS OR CONDUCT OF ANYONE ON THE PAYROLL SOLUTION SERVICE;
5. THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY THIRD PARTY SITE, EVEN IF THE FINANCIAL INSTITUTION OR THE SERVICE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR
6. ANY OTHER MATTER RELATING TO THE PAYROLL SOLUTION SERVICE.

You may not use or access the Payroll Solution Service if You are a direct competitor of PaymentEvolution, and You may not access the Payroll Solution Service for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.

​You agree to protect and fully compensate the Financial Institution and each Service Provider and their affiliates from any and all Third Party claims, liability, damages, expenses, and costs (including, but not limited to, reasonable attorney’s fees) caused by or arising from Your use of the Payroll Solution Service, Your violation of these terms or any infringement, by You or any other user of Your Account, of any intellectual property or other right of anyone.

You agree that each Service Provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if the Service Provider were a party to this Agreement.